SUEZ, PARIS | | | | | MIX Meeting Date: 05/05/2006 |
Issuer: F90131115 | | ISIN: FR0000120529 | BLOCKING | | |
SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 7121391, 7121454, 7166262, B0335F5, B0438J9, B11FKK0 | | | | | |
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Vote Group: GLOBAL | | | | | |
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Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
* | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING | | Non-Voting | | *Management Position Unknown |
| ID 284575 DUE TO ADDITION OFRESOLUTION. ALL VOTES | | | | |
| RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED | | | | |
| AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING | | | | |
| NOTICE. THANK YOU. | | | | |
* | VERIFICATION PERIOD: REGISTERED SHARES: 1 TO | | Non-Voting | | *Management Position Unknown |
| 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON | | | | |
| COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR | | | | |
| TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS | | | | |
| MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD | | | | |
| DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT | | | | |
| YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN | | | | |
| THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. | | | | |
| THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: | | | | |
| PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS | | | | |
| TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED | | | | |
| INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN | | | | |
| CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL | | | | |
| CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD | | | | |
| TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER | | | | |
| YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, | | | | |
| PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: | | | | |
| SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, | | | | |
| FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE | | | | |
| TRANSACTED (SELL) FOR EITHER THE FULL SECURITY | | | | |
| POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION | | | | |
| HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN | | | | |
| ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT | | | | |
| POSITION COLLECTION PROCESS, ADP HAS A PROCESS | | | | |
| IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN | | | | |
| OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. | | | | |
| THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS | | | | |
| INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND | | | | |
| RELEASE THE SHARES FOR SETTLEMENT OF THE SALE | | | | |
| TRANSACTION. THIS PROCEDURE PERTAINS TO SALE | | | | |
| TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO | | | | |
| MEETING DATE + 1 | | | | |
O.2 | RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF | | Management | For | *Management Position Unknown |
| DIRECTORS AND THE REPORT OF THESTATUTORY AUDITORS | | | | |
| : APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS | | | | |
| FOR THE SAID FY, IN THE FORM PRESENTED TO THE | | | | |
| MEETING | | | | |
O.1 | RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF | | Management | For | *Management Position Unknown |
| DIRECTORS AND THE AUDITORS GENERAL REPORT: APPROVES | | | | |
| THE PARENT COMPANY S FINANCIAL STATEMENTS AND | | | | |
| THE BALANCE SHEET FOR THE YE 31 DEC 2005 | | | | |
| | | | | |
O.3 | APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS | | Management | For | *Management Position Unknown |
| AND RESOLVES THAT THE NET EARNINGS FOR THE FYE | | | | |
| EUR 1,000,428,439.49, PLUS RETAINED EARNINGS: | | | | |
| EUR 1,923,098,936.45, REPRESENTING DISTRIBUTABLE | | | | |
| INCOME OF EUR 2,923,527,375.94 BE APPROPRIATED | | | | |
| AS FOLLOWS: STATUTORY DIVIDEND: EUR 127,105,605.90, | | | | |
| ADDITIONAL DIVIDEND: EUR 1,143,950,453.10 AND | | | | |
| THE TOTAL DISTRIBUTION: EUR 1,652,471,316.94; | | | | |
| THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND | | | | |
| OF EUR 1.00 PER SHARE, AND WILL ENTITLE TO THE | | | | |
| 40% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE, | | | | |
| THIS DIVIDEND WILL BE PAID ON 08 MAY 2006 IN | | | | |
| THE EVENT THAT THE COMPANY HOLDS SOME OF ITS | | | | |
| OWN SHARES ON SUCH DATE, THE AMOUNT OF THE UNPAID | | | | |
| DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO | | | | |
| THE OTHER RESERVES ACCOUNT AS REQUIRED BY LAW | | | | |
| | | | | |
O.4 | APPROVE THE SPECIAL REPORT OF AUDITORS ON AGREEMENTS | | Management | Against | *Management Position Unknown |
| GOVERNED BY THE ARTICLE L. 225-38 OF THE FRENCH | | | | |
| COMMERCIAL CODE AND APPROVES THE SAID REPORT | | | | |
| AND THE AGREEMENTS REFERRED TO THEREIN | | | | |
| | | | | |
O.5 | APPROVE TO RENEW THE APPOINTMENT OF MR. JEAN-JACQUES | | Management | Against | *Management Position Unknown |
| SALANE AS A DIRECTOR FOR4 YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.6 | AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN | | Management | For | *Management Position Unknown |
| THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT | | | | |
| TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE | | | | |
| PRICE: EUR 40.00, MAXIMUM NUMBER OF SHARES TO | | | | |
| BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM | | | | |
| FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 5,000,000,000.00; | | | | |
| AND GRANT ALL POWERS TO TAKE ALL NECESSARY MEASURES | | | | |
| AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY | | | | |
| EXPIRES AT THE END OF 18 MONTHS AND IT SUPERSEDES | | | | |
| THE AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS | | | | |
| MEETING OF 13 MAY 2005 | | | | |
E.7 | AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE | | Management | For | *Management Position Unknown |
| THE SHARE CAPITAL, IN ONE OF MORE OCCASIONS AND | | | | |
| ITS SOLE DISCRETION, WITH PREFERRED SUBSCRIPTION | | | | |
| RIGHTS MAINTAINED: I) BY WAY OF ISSUING ORDINARY | | | | |
| SHARES AND-OR SECURITIES GIVING ACCESS TO SHARES | | | | |
| OF THE COMPANY OR OF SUBSIDIARIES, II) BY WAY | | | | |
| OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR | | | | |
| OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION | | | | |
| IS ALLOWED BY THE LAW AND UNDER THE BY-LAWS, | | | | |
| TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS | | | | |
| SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING | | | | |
| SHARES, THE MAXIMAL NOMINAL AMOUNT OF ORDINARY | | | | |
| SHARES ISSUED UNDER THIS DELEGATION OF AUTHORITY | | | | |
| SHALL NOT EXCEED THE CEILING OF EUR 500,000,000.00 | | | | |
| AND THE MAXIMAL NOMINAL AMOUNT OF DEBT SECURITIES | | | | |
| ISSUED SHALL NOT EXCEED THE CEILING OF EUR 5,00,000,000.00 | | | | |
| IN THE EVENT OF A CAPITALIZATION OF RESERVES, | | | | |
| PROFITS, PREMIUMS OR OTHERS MEANS, THE MAXIMAL | | | | |
| NOMINAL AMOUNT OF CAPITAL INCREASE SHALL NOT | | | | |
| EXCEED THE OVERALL AMOUNT OF THE SUMS WHICH CAN | | | | |
| BE CAPITALIZED, THE BOARD OF DIRECTORS MAY DECIDE | | | | |
| TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED | | | | |
| WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION | | | | |
| PERIOD, WITHIN THE LIMIT OF 15% OF THE INITIAL | | | | |
| ISSUE, WITHIN THE LIMIT OF THE CEILING OF EUR | | | | |
| 500,000,000.00; AND GRANT ALL POWERS TO TAKE | | | | |
| ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY | | | | |
| FORMALITIES; AUTHORITY EXPIRES AT THE END OF | | | | |
| 26 MONTHS AND IT SUPERSEDES THE AUTHORIZATIONS | | | | |
| TO INCREASE THE CAPITAL WITH PREFERRED SUBSCRIPTION | | | | |
| RIGHTS MAINTAINED GRANTED BY THE COMBINED SHAREHOLDERS | | | | |
| MEETING OF 27 APR 2004 | | | | |
| | | | | |
E.8 | AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE | | Management | For | *Management Position Unknown |
| THE SHARE CAPITAL, IN FRANCE OR ABROAD, IN ONE | | | | |
| OF MORE OCCASIONS WITHOUT PREFERRED SUBSCRIPTION | | | | |
| RIGHTS MAINTAINED: BY WAY OF ISSUING: I) BY THE | | | | |
| COMPANY, ORDINARY SHARES AND/OR SECURITIES GIVING | | | | |
| ACCESS TO THE SHARES OF THE COMPANY OR OF SUBSIDIARIES, | | | | |
| GIVING THAT THESE SHARES MAY BE ISSUED IN CONSIDERATION | | | | |
| FOR THE SECURITIES TENDERED IN A PUBLIC EXCHANGE | | | | |
| OFFER AND, WITHIN THE LIMIT OF 10% OF THE COMPANY | | | | |
| SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS | | | | |
| IN KIND GRANTED TO THE COMPANY AND COMPRISED | | | | |
| OF THE CAPITAL, SECURITIES OR SECURITIES GIVING | | | | |
| ACCESS TO SHARE CAPITAL, II) AND/OR BY ONE OF | | | | |
| THE SUBSIDIARIES OF SUEZ, OF ANY SECURITIES GIVING | | | | |
| ACCESS TO SHARE CAPITAL THE MAXIMAL NOMINAL AMOUNT | | | | |
| OF SHARES ISSUED UNDER THIS DELEGATION OF AUTHORITY | | | | |
| SHALL NOT EXCEED THE CEILING OF EUR 500,000,000.00; | | | | |
| AND TO INCREASE THE NUMBER OF SECURITIES TO BE | | | | |
| ISSUED WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION | | | | |
| PERIOD, WITHIN THE LIMIT OF 15% OF THE INITIAL | | | | |
| ISSUE, AT THE SAME PRICE AS THE INITIAL ISSUE, | | | | |
| WITHIN THE LIMIT OF THE CEILING OF EUR 500,000,000.00; | | | | |
| AND GRANT ALL POWERS TO TAKE ALL NECESSARY MEASURES | | | | |
| AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY | | | | |
| EXPIRES AT THE END OF 26 MONTHS AND IT SUPERSEDES | | | | |
| THE AUTHORIZATIONS TO INCREASE THE CAPITAL WITH | | | | |
| PREFERRED SUBSCRIPTION RIGHTS MAINTAINED GRANTED | | | | |
| BY THE COMBINED SHAREHOLDERS MEETING OF 27 APR | | | | |
| 2004 | | | | |
| | | | | |
E.14 | GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO | | Management | For | *Management Position Unknown |
| REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, | | | | |
| BY CANCELING ALL OR PART OF THE SHARES HELD BY | | | | |
| THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE | | | | |
| PLAN, UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL | | | | |
| OVER A 24-MONTH PERIOD AND GRANT ALL POWERS TO | | | | |
| TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL | | | | |
| NECESSARY FORMALITIES; AUTHORITY EXPIRES AT | | | | |
| THE END OF 18 MONTHS AND IT SUPERSEDES THE AUTHORIZATION | | | | |
| GRANTED BY THE SHAREHOLDERS MEETING OF 13 MAY | | | | |
| 2005 | | | | |
| | | | | |
E.9 | AUTHORIZE THE BOARD OF DIRECTORS FOR EACH OF | | Management | Against | *Management Position Unknown |
| THE ISSUES DECIDED IN THE 8 RESOLUTION, FOR A | | | | |
| 26-MONTH PERIOD AND WITHIN THE LIMIT OF 10% OF | | | | |
| THE COMPANY S SHARE CAPITAL, TO SET THE ISSUE | | | | |
| PRICE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS | | | | |
| DETERMINED BY THE SHAREHOLDERS MEETING AND THE | | | | |
| NOMINAL AMOUNT OF CAPITAL INCREASE SHALL COUNT | | | | |
| AGAINST THE NOMINAL VALUE OF SHARES ISSUED IN | | | | |
| RESOLUTIONS 7 AND 8; AND GRANT ALL POWERS TO | | | | |
| TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL | | | | |
| NECESSARY FORMALITIES | | | | |
| | | | | |
E.12 | AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE | | Management | For | *Management Position Unknown |
| THE SHARE CAPITAL, IN ONE OF MORE OCCASIONS, | | | | |
| BY WAY OF ISSUING SHARES TO BE PAID BY CASH, | | | | |
| IN FAVOUR OF EMPLOYEES OF THE COMPANY AND RELATED | | | | |
| COMPANIES WHO ARE THE MEMBERS OF A COMPANY SAVINGS | | | | |
| PLAN FOR A TOTAL NUMBER OF SHARES THAT SHALL | | | | |
| NOT EXCEED 3% OF THE SHARE CAPITAL; AUTHORITY | | | | |
| EXPIRES AT THE END OF 5 YEAR AND IT SUPERSEDES | | | | |
| THE AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS | | | | |
| MEETING OF 27 APR 2004 | | | | |
E.15 | AMEND THE ARTICLE 7.4 OF THE BY-LAWS-NOTIFICATIONS | | Management | Against | *Management Position Unknown |
| TO BE DONE TO THE COMPANY | | | | |
E.10 | AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE ON | | Management | Against | *Management Position Unknown |
| ONE OR SEVERAL OCCASIONS PURSUANT TO THE PROVISIONS | | | | |
| OF THE ARTICLES L.223-32 II AND L. 223-33 OF | | | | |
| THE FRENCH COMMERCIAL CODE EQUITY WARRANTS ENABLING | | | | |
| SUBSCRIPTION UNDER PREFERENTIAL TERM TO SHARE | | | | |
| OR SHARES IN THE COMPANY AND THE FREE ALLOTMENT | | | | |
| THEREOF TO ALL OF THE COMPANY S SHAREHOLDERS | | | | |
| HAVING SHAREHOLDERS HAVING SHAREHOLDERS STATUS | | | | |
| BEFORE THE EXPIRY OF THE PUBLIC OFFER PERIOD | | | | |
| AS WELL AS TO DETERMINE THE CONDITIONS OF EXERCISE | | | | |
| AND FEATURES OF THE WARRANTS, THE TOTAL MAXIMUM | | | | |
| PAR VALUE OF ORDINARY SHARES ISSUED IN THIS WAY | | | | |
| MAY NOT EXCEED A LIMIT OF EUR 2.7 BILLIONS AND | | | | |
| THE MAXIMUM NUMBER OF WARRANTS ISSUED MAY NOT | | | | |
| EXCEED THE NUMBER OF SHARES MAKING UP THE SHARE | | | | |
| CAPITAL AT THE TIME THAT THE WARRANTS ARE ISSUED | | | | |
| AND APPROVE THAT THIS AUTHORIZATION MAY ONLY | | | | |
| BE USED IN THE EVENT OF A PUBLIC OFFER OF THE | | | | |
| COMPANY AND CONFER FULL POWERS ON THE BOARD OF | | | | |
| DIRECTORS WITH THE POSSIBILITY OF SUB DELEGATION | | | | |
| BY THE BOARD TO IMPLEMENT THIS AUTHORIZATION | | | | |
| PURSUANT TO APPLICABLE LAW | | | | |
| | | | | |
| | | | | |
E.11 | GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO | | Management | For | *Management Position Unknown |
| PROCEED WITH THE ISSUANCE, ON ONE OR MORE OCCASIONS, | | | | |
| IN FRANCE OR ABROAD, UP TO A MAXIMUM NOMINAL | | | | |
| AMOUNT OF EUR 5,000,000,000.00, OF COMPOUND DEBT | | | | |
| SECURITIES; ; AUTHORITY EXPIRES AT THE END OF | | | | |
| 26 MONTHS AND IT SUPERSEDES THE AUTHORIZATION | | | | |
| GRANTED BY THE COMBINED SHAREHOLDERS MEETING | | | | |
| OF 05 MAY 2000 IN ORDER TO ISSUE BONDS AND DEBT | | | | |
| SECURITIES | | | | |
| | | | | |
E.13 | GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO | | Management | For | *Management Position Unknown |
| INCREASE ON ONE OR MORE OCCASIONS, THE SHARE | | | | |
| CAPITAL TO A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000.00, | | | | |
| BY ISSUANCE, WITHOUT THE SHAREHOLDERS PREFERRED | | | | |
| SUBSCRIPTION RIGHTS MAINTAINED, OF A MAXIMUM | | | | |
| NUMBER OF 15,000,000 NEW SHARES OF A PAR VALUE | | | | |
| OF EUR 2.00 EACH; AND THE SHAREHOLDERS MEETING | | | | |
| DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL | | | | |
| SUBSCRIPTION RIGHTS IN FAVOUR OF COMPANY SPRING | | | | |
| MULTIPLE 2006 SCA; AUTHORITY EXPIRES AT THE | | | | |
| END OF 18 MONTHS | | | | |
| | | | | |
E.16 | GRANT ALL POWERS TO THE BEARER OF AN ORIGINAL, | | Management | For | *Management Position Unknown |
| A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING | | | | |
| TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER | | | | |
| FORMALITIES PRESCRIBED BY LAW | | | | |
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SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN | | | | | OGM Meeting Date: 05/09/2006 |
Issuer: D66992104 | | ISIN: DE0007164600 | | | |
SEDOL: 4616889, 4846288, 4882185, B02NV69, B115107 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
1. | PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL | | Non-Voting | | *Management Position Unknown |
| STATEMENTS, THE APPROVED GROUP FINANCIAL STATEMENTS, | | | | |
| THE MANAGEMENT REPORT AND THE GROUP MANAGEMENT | | | | |
| REPORT AND THE SUPERVISORY BOARDS REPORT FOR | | | | |
| THE FY 2005 | | | | |
2. | RESOLUTION ON THE APPROPRIATION OF THE RETAINED | | Management | For | *Management Position Unknown |
| EARNINGS OF THE FISCAL YEAR 2005 | | | | |
| | | | | |
| | | | | |
3. | RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS | | Management | For | *Management Position Unknown |
| OF THE EXECUTIVE BOARD IN THE FY 2005 | | | | |
| | | | | |
| | | | | |
4. | RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS | | Management | For | *Management Position Unknown |
| OF THE SUPERVISORY BOARD IN THE FY 2005 | | | | |
| | | | | |
| | | | | |
5. | APPOINTMENT OF THE AUDITOR OF THE FINANCIAL STATEMENTS | | Management | For | *Management Position Unknown |
| AND GROUP FINANCIAL STATEMENTS FOR THE FY 2006 | | | | |
| | | | | |
| | | | | |
6. | RESOLUTION ON CAPITAL INCREASE FROM COMPANY FUNDS | | Management | For | *Management Position Unknown |
| BY THREE TIMES THE AMOUNT OF THE EXISTING CAPITAL | | | | |
| STOCK BY CONVERTING PARTIAL AMOUNTS OF THE CAPITAL | | | | |
| RESERVE AND THE OTHER REVENUE RESERVES AS WELL | | | | |
| AS ON THE ADJUSTMENT OF SECTION 4 OF THE ARTICLES | | | | |
| OF ASSOCIATION | | | | |
| | | | | |
7. | RESOLUTION ON A CHANGE IN THE REMUNERATION OF | | Management | For | *Management Position Unknown |
| THE MEMBERS OF THE SUPERVISORY BOARD AND ON A | | | | |
| CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
8. | RESOLUTION ON THE CREATION OF A NEW AUTHORIZED | | Management | For | *Management Position Unknown |
| CAPITAL IA AND A NEW AUTHORIZED CAPITAL IIA AGAINST | | | | |
| CONTRIBUTIONS IN CASH AND IN KIND WITH THE OPTION | | | | |
| TO EXCLUDE THE SHAREHOLDERS SUBSCRIPTION RIGHTS | | | | |
| AND ON CORRESPONDING AMENDMENTS OF THE ARTICLES | | | | |
| OF ASSOCIATION | | | | |
| | | | | |
9. | RESOLUTION ON THE AUTHORIZATION TO ACQUIRE AND | | Management | For | *Management Position Unknown |
| USE TREASURY SHARES PURSUANT TO SECTION 71 (1) | | | | |
| NO.8 OF THE GERMAN STOCK CORPORATION ACT INCLUDING | | | | |
| THE USE SUBJECT TO THE EXCLUSION OF THE SHAREHOLDERS | | | | |
| SUBSCRIPTION RIGHTS | | | | |
10. | RESOLUTION ON THE AUTHORIZATION TO USE EQUITY | | Management | For | *Management Position Unknown |
| DERIVATIVES IN CONNECTION WITH THE ACQUISITION | | | | |
| OF TREASURY SHARES | | | | |
| | | | | |
11. | RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE | | Management | For | *Management Position Unknown |
| AND/OR WARRANT-LINKED BONDS, ON THE CANCELLATION | | | | |
| OF CONTINGENT CAPITAL IV, ON THE CREATION OF | | | | |
| A NEW CONTINGENT CAPITAL IV, AND A NEW CONTINGENT | | | | |
| CAPITAL IVA AND ON CORRESPONDING AMENDMENTS OF | | | | |
| THE ARTICLES OF ASSOCIATION AS WELL AS ON THE | | | | |
| OPTION TO EXCLUDE THE SHAREHOLDERS SUBSCRIPTION | | | | |
| RIGHTS | | | | |
| | | | | |
12. | RESOLUTION ON THE APPROVAL OF THE CONTROL AND | | Management | For | *Management Position Unknown |
| PROFIT AND LOSS TRANSFER AGREEMENT BETWEEN SAP | | | | |
| AG AND SAP ERSTE BETEILIGUNGS- UND VERMOGENSVERWALTUNGS | | | | |
| GMBH AND ON THE APPROVAL OF THE CONTROL AND PROFIT | | | | |
| AND LOSS TRANSFER AGREEMENT BETWEEN SAP AG AND | | | | |
| SAP ZWEITE BETEILIGUNGS- UND VERMOGENSVERWALTUNGS | | | | |
| GMBH | | | | |
| | | | | |
| | | | | |
| | | | | |
UNILEVER PLC | | | UL | | Annual Meeting Date: 05/09/2006 |
Issuer: 904767 | | ISIN: | | | |
SEDOL: | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
01 | TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR | | Management | For | For |
| ENDED 31 DECEMBER 2005. | | | | |
02 | TO APPROVE THE DIRECTORS REMUNERATION REPORT | | Management | For | For |
| FOR THE YEAR ENDED 31 DECEMBER 2005. | | | | |
03 | TO DECLARE A DIVIDEND OF 13.54 PENCE ON THE ORDINARY | | Management | For | For |
| SHARES. | | | | |
04 | DIRECTOR | | Management | For | |
| | P J CESCAU | Management | For | For |
| | C J VAN DER GRAAF | Management | For | For |
| | R H P MARKHAM | Management | For | For |
| | R D KUGLER | Management | For | For |
| | A BURGMANS | Management | For | For |
| | LORD BRITTAN | Management | For | For |
| | BARONESS CHALKER | Management | For | For |
| | W DIK | Management | For | For |
| | LORD SIMON | Management | For | For |
| | J VAN DER VEER | Management | For | For |
| | C E GOLDEN | Management | For | For |
| | B GROTE | Management | For | For |
| | J-C SPINETTA | Management | For | For |
| | K J STORM | Management | For | For |
18 | TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS | | Management | For | For |
| OF THE COMPANY. | | | | |
19 | TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION | | Management | For | For |
| OF THE AUDITORS. | | | | |
20 | TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES. | | Management | For | For |
21 | TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY | | Management | For | For |
| PRE-EMPTION RIGHTS. | | | | |
22 | TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE | | Management | For | For |
| ITS OWN SHARES. | | | | |
23 | TO ALIGN THE DIVIDEND GENERATING CAPACITY AND | | Management | For | For |
| DIVIDEND ENTITLEMENTS. | | | | |
24 | TO AMEND THE DEED OF MUTUAL COVENANTS. | | Management | For | For |
25 | TO CONSOLIDATE UNILEVER PLC S SHARE CAPITAL. | | Management | For | For |
26 | TO AMEND THE ARTICLES OF ASSOCIATION IN RELATION | | Management | For | For |
| TO BOARD NOMINATIONS. | | | | |
27 | TO INCREASE LIMIT FOR DIRECTORS FEES . | | Management | For | For |
O1 | AMENDMENT TO THE EQUALIZATION AGREEMENT. | | Management | For | For |
| | | | | |
| | | | | |
| | | | | |
HOCHTIEF AG, ESSEN | | | | | OGM Meeting Date: 05/10/2006 |
Issuer: D33134103 | | ISIN: DE0006070006 | | | |
SEDOL: 4429902, 5108664, B05P5C6 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
1. | PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL | | Non-Voting | | *Management Position Unknown |
| STATEMENTS OF HOCHTIEF AKTIENGESELLSCHAFT AND | | | | |
| THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS | | | | |
| AS OF DECEMBER 31, 2005, THE COMBINED MANAGEMENT | | | | |
| REPORT OF HOCHTIEF AKTIENGESELLSCHAFT AND THE | | | | |
| GROUP AS WELL AS THE REPORT OF THE SUPERVISORY | | | | |
| BOARD FOR THE 2005 FISCAL YEAR. | | | | |
2. | USE OF UNAPPROPRIATED NET PROFIT | | Management | For | *Management Position Unknown |
3. | RATIFICATION OF THE MEMBERS OF THE EXECUTIVE BOARD | | Management | For | *Management Position Unknown |
4. | RATIFICATION OF THE MEMBERS OF THE SUPERVISORY | | Management | For | *Management Position Unknown |
| BOARD | | | | |
5. | APPOINTMENT OF THE AUDITOR | | Management | For | *Management Position Unknown |
6.1 | ELECT MR DETLEV BREMKAMP TO THE SUPERVISORY BOARD | | Management | For | *Management Position Unknown |
6.2 | ELECT MR ULRICH HARTMANN TO THE SUPERVISORY BOARD | | Management | For | *Management Position Unknown |
6.3 | ELECT DR. RER. POL. H. C. MARTIN KOHLHAUSSEN | | Management | For | *Management Position Unknown |
| TO THE SUPERVISORY BOARD | | | | |
6.4 | ELECT DR. JUR. DIETMAR KUHNT TO THE SUPERVISORY | | Management | For | *Management Position Unknown |
| BOARD | | | | |
6.5 | ELECT MR SERGIO MARCHIONNE TO THE SUPERVISORY | | Management | For | *Management Position Unknown |
| BOARD | | | | |
6.6 | ELECT MR GERD PESKES TO THE SUPERVISORY BOARD | | Management | For | *Management Position Unknown |
6.7 | ELECT PROFESSOR DR. JUR. DR.-ING. E.H. HEINRICH | | Management | For | *Management Position Unknown |
| VON PIERER TO THE SUPERVISORYBOARD | | | | |
| | | | | |
| | | | | |
6.8 | ELECT PROFESSOR DR. RER. NAT. WILHELM SIMSON | | Management | For | *Management Position Unknown |
| TO THE SUPERVISORY BOARD | | | | |
7. | AUTHORIZATION OF THE COMPANY TO ACQUIRE TREASURY | | Management | For | *Management Position Unknown |
| SHARES AND TO USE THESE UNDER PARTIAL EXCLUSION | | | | |
| OF THE SHAREHOLDERS STATUTORY SUBSCRIPTION RIGHTS, | | | | |
| AND AUTHORIZATION TO RETIRE TREASURY SHARES ACQUIRED | | | | |
| AND TO REDUCE THE COMPANY S CAPITAL STOCK | | | | |
| | | | | |
| | | | | |
8. | APPROVAL FOR THE CONCLUSION OF TWO PROFIT AND | | Management | For | *Management Position Unknown |
| LOSS TRANSFER AGREEMENTS | | | | |
9. | AMENDMENT OF SECTIONS 20 AND 21 OF THE ARTICLES | | Management | For | *Management Position Unknown |
| OF ASSOCIATION | | | | |
10. | ADDITION OF A NEW PARAGRAPH 4 TO SECTION 22 OF | | Management | For | *Management Position Unknown |
| THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
| | | | | |
| | | | | |
L'AIR LIQUIDE, PARIS | | | | | AGM Meeting Date: 05/10/2006 |
Issuer: F01764103 | | ISIN: FR0000120073 | BLOCKING | | |
SEDOL: 4011406, 4011484, 7163832, B01DBK4, B03XPC2 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
E.9 | AUTHORIZE THE EXECUTIVE COMMITTEE, SUBJECT TO | | Management | For | *Management Position Unknown |
| THE PREVIOUS AUTHORIZATION OF THE SUPERVISORY | | | | |
| BOARD OR, SUBJECT TO THE ADOPTION OF RESOLUTION | | | | |
| NUMBER 13, TO THE BOARD OF DIRECTORS, TO INCREASE | | | | |
| ON ONE OR MORE OCCASIONS, IN FRANCE, THE SHARE | | | | |
| CAPITAL TO A MAXIMUM NOMINAL AMOUNT OF EUR 250,000,000.00, | | | | |
| BY ISSUANCE, WITH THE SHAREHOLDERS PREFERRED | | | | |
| SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES | | | | |
| OF THE COMPANY; AUTHORITY EXPIRES AT THE END | | | | |
| OF 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES | | | | |
| ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT | | | | |
| AND ALSO TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES, TO CHARGE THE SHARE | | | | |
| ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND | | | | |
| DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY | | | | |
| TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE | | | | |
| NEW CAPITAL AFTER EACH INCREASE | | | | |
| | | | | |
E.12 | APPROVE THE EXECUTIVE COMMITTEE REPORT, TO REPLACE | | Management | For | *Management Position Unknown |
| THE INDENTS 4, 5 AND 6 OF ARTICLE NUMBER 15 OF | | | | |
| THE BYLAWS, WHICH SUBJECT TO THE ADOPTION OF | | | | |
| RESOLUTION NUMBER 13 WILL BECOME THE INDENTS | | | | |
| 2 AND 3 OF THE ARTICLE 9 OF THE NEW BYLAWS | | | | |
| | | | | |
O.14 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. BENOIT POTIER AS A DIRECTOR, | | | | |
| FOR A 4-YEAR PERIOD | | | | |
| | | | | |
O.16 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. EDOUARD DE ROYERE AS | | | | |
| A DIRECTOR, UNTIL THE SHAREHOLDERS ORDINARY | | | | |
| MEETING TO BE CALLED IN 2008 TO APPROVE THE 2007 | | | | |
| FINANCIAL STATEMENTS | | | | |
O.23 | APPROVE, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, TO AWARD TOTAL ANNUAL FEES | | | | |
| OF EUR 550,000.00 TO THE BOARD OF DIRECTORS | | | | |
| MEMBERS | | | | |
O.18 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. THIERRY DESMAREST AS | | | | |
| A DIRECTOR, UNTIL THE SHAREHOLDERS ORDINARY | | | | |
| MEETING TO BE CALLED IN 2009 TO APPROVE THE 2008 | | | | |
| FINANCIAL STATEMENTS | | | | |
O.20 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. CORNELIS VAN LEDE AS | | | | |
| A DIRECTOR, UNTIL THE SHAREHOLDERS ORDINARY | | | | |
| MEETING TO BE CALLED IN 2007 TO APPROVE THE 2006 | | | | |
| FINANCIAL STATEMENTS | | | | |
O.21 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. ROLF KREBS AS A DIRECTOR, | | | | |
| UNTIL THE SHAREHOLDERS ORDINARY MEETING TO BE | | | | |
| CALLED IN 2008 TO APPROVE THE 2007 FINANCIAL | | | | |
| STATEMENTS | | | | |
O.22 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. THIERRY PEUGEOT AS A | | | | |
| DIRECTOR, UNTIL THE SHAREHOLDERS ORDINARY MEETING | | | | |
| TO BE CALLED IN 2009 TO APPROVE THE 2008 FINANCIAL | | | | |
| STATEMENTS | | | | |
O.24 | GRANT ALL POWERS TO THE BEARER OF AN ORIGINAL, | | Management | For | *Management Position Unknown |
| A COPY OR AN EXTRACT OF THE MINUTES OF THIS MEETING | | | | |
| TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER | | | | |
| FORMALITIES PRESCRIBED BY LAW | | | | |
| | | | | |
O.1 | RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, | | Management | For | *Management Position Unknown |
| THE SUPERVISORY BOARD AND ITS CHAIRMAN AND OF | | | | |
| THE AUDITORS AND APPROVE THE COMPANY S FINANCIAL | | | | |
| STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 | | | | |
| DEC 2005, AS PRESENTED AND SHOWING NET INCOME | | | | |
| OF EUR 597,078,673.00 | | | | |
| | | | | |
O.3 | APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE | | Management | For | *Management Position Unknown |
| COMMITTEE AND THE APPROPRIATION OF THE INCOME | | | | |
| FOR THE FY, THE SHAREHOLDERS WILL RECEIVE A NET | | | | |
| DIVIDEND OF EUR 3.85 PER SHARE, AND WILL ENTITLE | | | | |
| NATURAL PERSONS TO THE 40% ALLOWANCE, THIS DIVIDEND | | | | |
| WILL BE PAID ON 16 MAY 2006, AS REQUIRED BY LAW | | | | |
| | | | | |
O.5 | APPROVE TO RENEW THE APPOINTMENT OF MRS. BEATRICE | | Management | For | *Management Position Unknown |
| MAJNONI D INTIGNANO AS A MEMBER OF THE SUPERVISORY | | | | |
| BOARD OR, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | | | |
| OF RESOLUTION NUMBER 13, AS A DIRECTOR FOR A | | | | |
| 4-YEAR PERIOD | | | | |
O.7 | RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON | | Management | Against | *Management Position Unknown |
| AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE | | | | |
| FRENCH COMMERCIAL CODE, AND SAID REPORT AND THE | | | | |
| AGREEMENTS REFERRED TO THEREIN AND NOTES THAT | | | | |
| THERE WAS NO NEW AGREEMENT GOVERNED BY SAID ARTICLE | | | | |
| DURING THE LAST FY | | | | |
| | | | | |
* | REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING | | Non-Voting | | *Management Position Unknown |
| DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: | | | | |
| 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT | | | | |
| SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE | | | | |
| PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO | | | | |
| OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND | | | | |
| DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT | | | | |
| SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING | | | | |
| INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE | | | | |
| BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE | | | | |
| DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, | | | | |
| THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD | | | | |
| AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE | | | | |
| UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS | | | | |
| REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. | | | | |
| TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS | | | | |
| A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS | | | | |
| SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) | | | | |
| FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL | | | | |
| AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED | | | | |
| TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF | | | | |
| THE POSITION CHANGE VIA THE ACCOUNT POSITION | | | | |
| COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT | | | | |
| WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE | | | | |
| NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS | | | | |
| WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED | | | | |
| TO AMEND THE VOTE INSTRUCTION AND RELEASE THE | | | | |
| SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. | | | | |
| THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS | | | | |
| WITH A SETTLEMENT DATE PRIOR TO MEETING DATE | | | | |
| + 1 | | | | |
| | | | | |
E.11 | AUTHORIZE THE EXECUTIVE COMMITTEE, SUBJECT TO | | Management | For | *Management Position Unknown |
| THE PREVIOUS AUTHORIZATION OF THE SUPERVISORY | | | | |
| BOARD OR, SUBJECT TO THE ADOPTION OF THE RESOLUTION | | | | |
| NUMBER 13 , TO THE BOARD OF DIRECTORS TO INCREASE | | | | |
| THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS, | | | | |
| AT ITS SOLE DISCRETION, IN FAVOUR OF THE MEMBERS, | | | | |
| IN FRANCE OR ABROAD, OF A COMPANY OR A GROUP | | | | |
| SAVINGS PLAN, BY WAY OF ISSUING, IN FRANCE, ORDINARY | | | | |
| SHARES OF THE COMPANY; AUTHORITY EXPIRES AT | | | | |
| THE END OF 26 MONTHS ; AND FOR AN AMOUNT THAT | | | | |
| SHALL NOT EXCEED EUR 200,000,000.00; THIS DELEGATION | | | | |
| OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS | | | | |
| TO THE SAME EFFECT; AND ALSO TO TAKE ALL NECESSARY | | | | |
| MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; | | | | |
| TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE | | | | |
| RELATED PREMIUMS AND DEDUCT FROM THE PREMIUMS | | | | |
| THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE | | | | |
| TO ONE-TENTH OF THE NEW CAPITAL AFTER EACH INCREASE; | | | | |
| THIS DELEGATION SUPERSEDES, AUTHORIZE THE EXECUTIVE | | | | |
| COMMITTEE BY THE SHAREHOLDERS EXTRAORDINARY | | | | |
| MEETING OF 12 MAY 2004 IN ITS RESOLUTION NUMBER | | | | |
| 17 FOR THE UNUSED PART OF THE AUTHORIZATION | | | | |
| | | | | |
* | PLEASE NOTE THAT THIS IS A MIX MEETING.THANK | | Non-Voting | | *Management Position Unknown |
| YOU | | | | |
E.13 | APPROVE THAT THE COMPANY WILL BE RULED BY BOARD | | Management | For | *Management Position Unknown |
| OF DIRECTORS; IT APPROVES THE TEXT OF NEW BYLAWS | | | | |
| AND NOTES THAT THE AUTHORIZATIONS TO GRANTED | | | | |
| TO THE EXECUTIVE COMMITTEE OR GRANTED TO THE | | | | |
| BOARD OF DIRECTORS | | | | |
| | | | | |
O.17 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, SIR. LINDSAY OWEN-JONES | | | | |
| AS A DIRECTOR, UNTIL THE SHAREHOLDERS ORDINARY | | | | |
| MEETING TO BE CALLED IN 2009 TO APPROVE THE 2008 | | | | |
| FINANCIAL STATEMENTS | | | | |
O.15 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. ALAIN JOLY AS A DIRECTOR, | | | | |
| UNTIL THE SHAREHOLDERS ORDINARY MEETING TO BE | | | | |
| CALLED IN 2009 TO APPROVE THE 2008 FINANCIAL | | | | |
| STATEMENTS | | | | |
O.19 | APPOINT, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | Management | For | *Management Position Unknown |
| OF RESOLUTION NO.13, MR. GERARD DE LA MARTINIERE | | | | |
| AS A DIRECTOR, UNTIL THE SHAREHOLDERS ORDINARY | | | | |
| MEETING TO BE CALLED IN 2007 TO APPROVE THE 2006 | | | | |
| FINANCIAL STATEMENTS | | | | |
O.2 | RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, | | Management | For | *Management Position Unknown |
| THE SUPERVISORY BOARD AND OF ITS CHAIRMAN AND | | | | |
| OF THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED | | | | |
| FINANCIAL STATEMENTS FOR THE SAID FY, IN THE | | | | |
| FORM PRESENTED TO THE MEETING | | | | |
O.4 | AUTHORIZE THE EXECUTIVE COMMITTEE, SUBJECT TO | | Management | For | *Management Position Unknown |
| THE PREVIOUS AUTHORIZATION OF THE SUPERVISORY | | | | |
| BOARD, OR THE BOARD OF DIRECTORS, SUBJECT TO | | | | |
| THE ADOPTION OF THE RESOLUTION NO.13, TO TRADE | | | | |
| IN THE COMPANY S SHARES ON THE STOCK MARKET, | | | | |
| SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM | | | | |
| PURCHASE PRICE: EUR 250.00, MAXIMUM NUMBER OF | | | | |
| SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, | | | | |
| I.E. 10,904,762 SHARES, MAXIMUM FUNDS INVESTED | | | | |
| IN THE SHARE BUY BACKS: EUR 2,726,190,500.00, | | | | |
| AUTHORITY EXPIRES AT END OF 18 MONTHS ; IT SUPERSEDES | | | | |
| THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED | | | | |
| BY THE SHAREHOLDERS MEETING OF 11 MAY 2005; | | | | |
| AND ALSO TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES | | | | |
O.6 | APPOINT MR. PAUL SKINNER AS A MEMBER OF THE SUPERVISORY | | Management | For | *Management Position Unknown |
| BOARD OR, UNDER SUSPENSIVE CONDITION OF THE ADOPTION | | | | |
| OF RESOLUTION NUMBER 13, AS DIRECTOR FOR A 4-YEAR | | | | |
| PERIOD | | | | |
| | | | | |
E.8 | AUTHORIZE THE EXECUTIVE COMMITTEE OR, SUBJECT | | Management | For | *Management Position Unknown |
| TO THE ADOPTION OF THE RESOLUTION NUMBER 13, | | | | |
| THE BOARD OF DIRECTORS, TO REDUCE THE SHARE CAPITAL, | | | | |
| ON ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, | | | | |
| BY CANCELLING ALL OR PART OF THE SHARES HELD | | | | |
| BY THE COMPANY, IN CONNECTION WITH THE AUTHORIZATION | | | | |
| VOTED BY THE PRESENT SHAREHOLDERS ORDINARY MEETING | | | | |
| IN ITS RESOLUTION NUMBER 14 AND THE ONES PURCHASED | | | | |
| IN CONNECTION WITH THE AUTHORIZATION VOTED BY | | | | |
| THE SHAREHOLDERS ORDINARY MEETING OF 11 MAY | | | | |
| 2005, UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL | | | | |
| OVER A 24-MONTH PERIOD; AUTHORITY EXPIRES AT | | | | |
| THE END OF 24-MONTHS ; IT SUPERSEDES THE AUTHORIZATION | | | | |
| GRANTED BY THE SHAREHOLDERS MEETING OF 11 MAY | | | | |
| 2005 IN ITS RESOLUTION NUMBER 10; AND ALSO TO | | | | |
| TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL | | | | |
| NECESSARY FORMALITIES, TO CHARGE THE DIFFERENCE | | | | |
| BETWEEN THE BOOK VALUE OF THE CANCELLED SHARES | | | | |
| AND THEIR NOMINAL AMOUNT AGAINST ALL THE RESERVES | | | | |
| AND THE PREMIUMS | | | | |
| | | | | |
E.10 | AUTHORIZE THE EXECUTIVE COMMITTEE, SUBJECT TO | | Management | For | *Management Position Unknown |
| THE PREVIOUS AUTHORIZATION OF THE SUPERVISORY | | | | |
| BOARD OR, SUBJECT TO THE ADOPTION OF THE RESOLUTION | | | | |
| NUMBER 13 , TO THE BOARD OF DIRECTORS TO INCREASE | | | | |
| THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS, | | | | |
| TO A MAXIMUM NOMINAL AMOUNT OF EUR 250,000,000.00, | | | | |
| THIS CEILING BEING DIFFERENT AND AUTONOMOUS OF | | | | |
| THE ONE MENTIONED IN RESOLUTION NUMBER 9, BY | | | | |
| WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS | | | | |
| OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION | | | | |
| IS ALLOWED BY LAW AND UNDER THE BY-LAWS, BY ISSUING | | | | |
| BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING | | | | |
| SHARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS | | | | |
| ; THIS DELEGATION OF POWERS SUPERSEDES ANY AND | | | | |
| ALL EARLIER DELEGATION S TO THE SAME EFFECT; | | | | |
| AND ALSO TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES; TO CHARGE THE SHARE | | | | |
| ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND | | | | |
| DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY | | | | |
| TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE | | | | |
| NEW CAPITAL AFTER EACH INCREASE | | | | |
| | | | | |
| | | | | |
| | | | | |
LVMH MOET HENNESSY LOUIS VUITTON, PARIS | | | | | AGM Meeting Date: 05/11/2006 |
Issuer: F58485115 | | ISIN: FR0000121014 | BLOCKING | | |
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61, B0B24M4, B10LQS9 | | | �� | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
E.17 | AMEND ARTICLES 11, 12, 13, 16, 18, 23 AND 29 | | Management | Against | *Management Position Unknown |
| OF THE BY-LAWS AS SPEICIFIED | | | | |
* | PLEASE NOTE THAT THIS A MIX MEETING. THANK YOU | | Non-Voting | | *Management Position Unknown |
O.4 | APPROVE THE DISTRIBUTABLE INCOME FOR THE FY BE | | Management | For | *Management Position Unknown |
| APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR | | | | |
| 1,447,528,910.53, LEGAL RESERVE: NIL RETAINED | | | | |
| EARNINGS: EUR 1,493,583,745.61, DISTRIBUTABLE | | | | |
| AMOUNT: EUR 2,941,112,656.14, ALLOCATION PROPOSAL: | | | | |
| SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL | | | | |
| STATUTORY DIVIDEND: EUR 7,349,061.15, I.E. 0.015 | | | | |
| PER SHARE COMPLEMENTARY DIVIDEND: EUR 556,078,960.35, | | | | |
| I.E. 1.135 PER SHARE RETAINED EARNINGS: EUR 2,377,684,634.64 | | | | |
| THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND | | | | |
| OF EUR 1.15 PER SHARE, AND WILL ENTITLE TO THE | | | | |
| 40% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE, | | | | |
| THE SHAREHOLDERS MEETING REMINDS THAT AN INTERIM | | | | |
| DIVIDEND OF EUR 0.25 PER SHARE WAS ALREADY PAID | | | | |
| ON 02 DEC 2005, THE REMAINING DIVIDEND OF EUR | | | | |
| 0.90 WILL BE PAID ON 18 MAY 2006, AS REQUIRED | | | | |
| BY LAW | | | | |
| | | | | |
O.5 | APPROVE, PURSUANT TO ARTICLE 39 OF THE AMENDED | | Management | For | *Management Position Unknown |
| FINANCE LAW FOR 2004, ACKNOWLEDGES THAT THE SPECIAL | | | | |
| RESERVE OF LONG-TERM CAPITAL GAINS AMOUNTS TO | | | | |
| EUR 340,055,186.70, AFTER TRANSFER OF AN AMOUNT | | | | |
| OF EUR 200,000,000.00 TO AN ORDINARY RESERVE | | | | |
| ACCOUNT CARRIED OUT IN APPLICATION OF RESOLUTION | | | | |
| 4 OF THE GENERAL MEETING OF 12 MAY 2005, AND | | | | |
| DECIDES TO TRANSFER ALL OR PART OF THIS RESERVE | | | | |
| TO AN ORDINARY RESERVE ACCOUNT | | | | |
| | | | | |
O.6 | APPROVE TO RENEW THE APPOINTMENT OF MR. ANTOINE | | Management | Against | *Management Position Unknown |
| BERNHEIM AS A DIRECTOR FOR A 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.7 | APPROVE TO RENEW THE APPOINTMENT OF MR. ALBERT | | Management | Against | *Management Position Unknown |
| FRERE AS A DIRECTOR FOR A 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.2 | RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, | | Management | For | *Management Position Unknown |
| THE PRESIDENT OF THE BOARD OF DIRECTORS AND THE | | | | |
| AUDITORS GENERAL REPORT AND APPROVE THE COMPANY | | | | |
| S FINANCIAL STATEMENTS AND THE BALANCE SHEET | | | | |
| FOR THE YE 31 DEC 2005; GRANT DISCHARGE TO THE | | | | |
| MEMBERS OF THE BOARD OF DIRECTORS, FOR THE PERFORMANCE | | | | |
| OF THEIR DUTIES DURING THE SAID FY | | | | |
| | | | | |
| | | | | |
E.14 | AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE | | Management | For | *Management Position Unknown |
| THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, | | | | |
| AT ITS SOLE DISCRETION, IN FRANCE OR ABROAD, | | | | |
| IN FAVOR OF CREDIT INSTITUTIONS OR COMPANIES | | | | |
| GOVERNED BY THE FRENCH INSURANCE CODE OR ITS | | | | |
| EQUIVALENT ABROAD, BY ISSUANCE OF ORDINARY SHARES | | | | |
| OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL | | | | |
| OF THE COMPANY AND FOR AN AMOUNT THAT SHALL NOT | | | | |
| EXCEED EUR 30,000,000.00; AUTHORITY EXPIRES | | | | |
| AFTER 18-MONTH PERIOD ; TO CANCEL THE SHAREHOLDERS | | | | |
| PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF | | | | |
| CREDIT INSTITUTIONS AND THE COMPANIES GOVERNED | | | | |
| BY THE INSURANCE CODE OR ITS EQUIVALENT ABROAD, | | | | |
| THIS AMOUNT SHALL COUNT AGAINST THE NOMINAL VALUE | | | | |
| OF CAPITAL INCREASE SET FORTH IN RESOLUTIONS | | | | |
| 13, 14,15, OR 18 OF THE GENERAL MEETING OF 12 | | | | |
| MAY 2005, AND RESOLUTION 16 OF THE PRESENT MEETING; | | | | |
| AND THE DIRECTORS TO TAKE ALL NECESSARY MEASURES | | | | |
| AND ACCOMPLISH ALL NECESSARY FORMALITIES | | | | |
| | | | | |
E.15 | AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN | | Management | Against | *Management Position Unknown |
| ONE OR MORE TRANSACTIONS, TO EXECUTIVES AND EMPLOYEES | | | | |
| OF THE GROUP, OPTIONS GIVING THE RIGHT EITHER | | | | |
| TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO | | | | |
| BE ISSUED THROUGH A SHARE CAPITAL INCREASE, OR | | | | |
| TO PURCHASE EXISTING SHARES PURCHASED BY THE | | | | |
| COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL | | | | |
| NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, | | | | |
| WHICH SHALL NOT EXCEED 3% OF THE SHARE CAPITAL; | | | | |
| AUTHORITY EXPIRES AFTER 38-MONTH PERIOD ; AND | | | | |
| THE DIRECTORS TO TAKE ALL NECESSARY GENERAL PROXY | | | | |
| SERVICES | | | | |
E.16 | AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE | | Management | For | *Management Position Unknown |
| THE CAPITAL ON ONE OR MORE OCCASIONS, IN FAVOUR | | | | |
| OF THE EMPLOYEES OF THE COMPANY AND RELATED COMPANIES | | | | |
| WHO ARE THE MEMBERS OF A COMPANY SAVINGS PLAN, | | | | |
| UP TO 3% OF THE CAPITAL, THIS AMOUNT SHALL COUNT | | | | |
| AGAINST THE NOMINAL VALUE OF ANY CAPITAL INCREASE | | | | |
| SET FORTH IN RESOLUTIONS 13,14,15 OR 18 OF THE | | | | |
| GENERAL MEETING OF 12 MAY 2005 AND RESOLUTION | | | | |
| 14 OF THIS MEETING; AUTHORITY EXPIRES AFTER | | | | |
| 26-MONTH PERIOD ; AND THE DIRECTORS TO TAKE ALL | | | | |
| NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY | | | | |
| FORMALITIES | | | | |
O.8 | APPROVE TO RENEW THE APPOINTMENT OF MR. PIERRE | | Management | Against | *Management Position Unknown |
| GODE AS A DIRECTOR FOR A 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.9 | APPROVE TO RENEW THE APPOINTMENT OF MR. ARNAUD | | Management | Against | *Management Position Unknown |
| LAGARDERE AS A DIRECTOR FOR A 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.10 | APPROVE TO RENEW THE APPOINTMENT OF MR. LORD | | Management | Against | *Management Position Unknown |
| BAYSWATER AS A DIRECTOR FOR A 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.11 | APPOINT MR. ANTOINE ARNAULT AS A DIRECTOR, FOR | | Management | Against | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.12 | AUTHORIZE THE BOARD OF DIRECTORS, TO BUY BACK | | Management | For | *Management Position Unknown |
| THE COMPANY S SHARES ON THE OPEN MARKET, SUBJECT | | | | |
| TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE | | | | |
| PRICE: EUR 130.00, MAXIMUM NUMBER OF SHARES TO | | | | |
| BE ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 48,993,741 | | | | |
| SHARES MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: | | | | |
| EUR 6,400,000,000.00; AUTHORITY EXPIRES AFTER | | | | |
| 18-MONTH PERIOD ; AND THE DIRECTORS TO TAKE ALL | | | | |
| NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY | | | | |
| FORMALITIES | | | | |
E.13 | AUTHORIZE THE BOARD OF DIRECTORS, TO REDUCE THE | | Management | For | *Management Position Unknown |
| SHARE CAPITAL, ON ONE OR MOREOCCASIONS, BY CANCELING | | | | |
| ALL OR PART OF THE SHARES HELD BY THE COMPANY | | | | |
| IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP | | | | |
| TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER | | | | |
| A 24-MONTH PERIOD; AUTHORITY EXPIRES AFTER 18-MONTH | | | | |
| PERIOD ; AND THE DIRECTORS TO TAKE ALL NECESSARY | | | | |
| MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES | | | | |
| | | | | |
| | | | | |
* | A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE | | Non-Voting | | *Management Position Unknown |
| SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE | | | | |
| INFORMATION. VERIFICATION PERIOD: REGISTERED | | | | |
| SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, | | | | |
| DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: | | | | |
| 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT | | | | |
| SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE | | | | |
| PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO | | | | |
| OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND | | | | |
| DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT | | | | |
| SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD | | | | |
| VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS | | | | |
| THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON | | | | |
| ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED | | | | |
| INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN | | | | |
| THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. | | | | |
| IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN | | | | |
| ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT | | | | |
| ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE | | | | |
| MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS | | | | |
| SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) | | | | |
| FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL | | | | |
| AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED | | | | |
| TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF | | | | |
| THE POSITION CHANGE VIA THE ACCOUNT POSITION | | | | |
| COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT | | | | |
| WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE | | | | |
| NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS | | | | |
| WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED | | | | |
| TO AMEND THE VOTE INSTRUCTION AND RELEASE THE | | | | |
| SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. | | | | |
| THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS | | | | |
| WITH A SETTLEMENT DATE PRIOR TO MEETING DATE | | | | |
| + 1 | | | | |
| | | | | |
O.1 | RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS | | Management | For | *Management Position Unknown |
| AND THE STATUTORY AUDITORS; ANDAPPROVE THE CONSOLIDATED | | | | |
| FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2005 | | | | |
| | | | | |
O.3 | RECEIVE AND APPROVE THE SPECIAL REPORT OF THE | | Management | Against | *Management Position Unknown |
| AUDITORS ON AGREEMENTS GOVERNEDBY ARTICLE L.225-38 | | | | |
| OF THE FRENCH COMMERCIAL CODE AND THE AGREEMENTS | | | | |
| REFERRED TO THEREIN | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND | | | | | AGM Meeting Date: 05/12/2006 |
Issuer: F61824144 | | ISIN: FR0000121261 | | | |
SEDOL: 4588364, 4588524, 7166206, 7625387, B01DLZ9, B05DWJ6 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
* | PLEASE NOTE THAT THIS IS A MIXED SHAREHOLDERS | | Non-Voting | | *Management Position Unknown |
| MEETING. THANK YOU. | | | | |
* | PLEASE NOTE THAT SHARE BLOCKING DOES NOT APPLY | | Non-Voting | | *Management Position Unknown |
| AS MICHELIN S SHARES ARE IN REGISTERED FORM. | | | | |
| | | | | |
| | | | | |
* | PLEASE NOTE THAT THIS IS A MIXED SHAREHOLDERS | | Non-Voting | | *Management Position Unknown |
| MEETING. THANK YOU. | | | | |
O.1 | THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD | | Management | For | *Management Position Unknown |
| THE MANAGING PARTNERS REPORT, THE AUDITORS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HEREBY APPROVES THE COMPANY S ACCOUNTS FOR 2005 | | | | |
| AND THE RESULTING PROFIT RECORDED THEREIN OF | | | | |
| EUR 270,156,351.29. THE ANNUAL SHAREHOLDERS | | | | |
| MEETING HEREBY APPROVES THE OPERATIONS DESCRIBED | | | | |
| IN THE ABOVE ACCOUNTS AND REPORTS, SPECIFICALLY | | | | |
| AND INSOFAR AS NECESSARY, THOSE AFFECTING THE | | | | |
| VARIOUS RESERVE ACCOUNTS | | | | |
| | | | | |
O.2 | APPROPRIATION OF PROFITS FOR FINANCIAL YEAR 2005. | | Management | For | *Management Position Unknown |
| UPON RECOMMENDATION BY THE MANAGING PARTNERS | | | | |
| AND AS APPROVED BY THE SUPERVISORY BOARD, THE | | | | |
| ANNUAL SHAREHOLDERS MEETING, IN CONSIDERATION | | | | |
| OF A PROFIT FOR THE YEAR OF EUR 270,156,351.29 | | | | |
| THE RESERVE ACCOUNT WILL AMOUNT TO THE MINIMUM | | | | |
| STATUTORY 10% OR EUR 120.00 OF CAPITAL EUR 8,894,230.50 | | | | |
| LESS THE GENERAL PARTNERS STATUTORY SHARE IN | | | | |
| THE AMOUNT OF EUR 261,262,000.79 RESULTING IN | | | | |
| A BALANCE OF EUR 163,141,247.14 REPRESENTE AUGMENTED | | | | |
| BY PROFITS BROUGHT FORWARD OF AMOUNTING TO A | | | | |
| DISTRIBUTABLE SUM OF EUR 424,403,247.93 HEREBY | | | | |
| RULES AS FOLLOWS: I - TO DISTRIBUTE A TOTAL AMOUNT | | | | |
| OF EUR 193,573,293.75 WHICH AMOUNTS TO A DIVIDEND | | | | |
| OF EUR 1.35 PER SHARE. THE DATE OF EXPIRY FOR | | | | |
| DIVIDEND ENTITLEMENTS SHALL BE MAY 16, 2006, | | | | |
| UPON WHICH DATE SHARES SHALL BE QUOTED NET OF | | | | |
| THEIR DIVIDEND ENTITLEMENT FOR FINANCIAL YEAR | | | | |
| 2005. NOTE THAT THE PROPOSED DIVIDEND IS ELIGIBLE | | | | |
| TO A 40% TAX REBATE TO THE BENEFIT OF INDIVIDUALS | | | | |
| WHOSE FISCAL RESIDENCE IS IN FRANCE. DIVIDENDS | | | | |
| DISTRIBUTED IN RESPECT OF THE 3 PREVIOUS FINANCIAL | | | | |
| YEARS ARE SHOWN IN THE FOLLOWING TABLE: FINANCIAL | | | | |
| YEAR 2002: DIVIDENDS DISTRIBUTED: EUR 131,867,238.90; | | | | |
| DIVIDENDS: 0.93; TAX CREDIT: 0.465; TOTAL EARNINGS: | | | | |
| 1.365; FINANCIAL YEAR 2003: DIVIDENDS DISTRIBUTED: | | | | |
| EUR 133,349,933.25; DIVIDENDS: 0.93; TAX CREDIT: | | | | |
| 0.465; TOTAL EARNINGS: 1.365; FINANCIAL YEAR | | | | |
| 2004: DIVIDENDS DISTRIBUTED: EUR 179,233,781.25; | | | | |
| DIVIDENDS: 1.25; II: TO TRANSFER THE BALANCE | | | | |
| OF EUR 230,829,954.18 TO PROFITS CARRIED FORWARD | | | | |
| | | | | |
| | | | | |
O.4 | ANNUAL SHAREHOLDERS MEETING, HAVING HEARD THE | | Management | For | *Management Position Unknown |
| SPECIAL AUDITORS REPORT ON REGULATED AGREEMENTS | | | | |
| PURSUANT TO ARTICLE L 226-10 OF THE FRENCH COMMERCIAL | | | | |
| CODE (CODE DE COMMERCE), HEREBY APPROVES SAID | | | | |
| REPORTS AND DULY RECORDS THAT THERE ARE NO SUCH | | | | |
| AGREEMENTS TO BE SUBMITTED FOR APPROVAL | | | | |
| | | | | |
O.6 | AUTHORIZATION FOR THE COMPANY TO TRADE IN ITS | | Management | For | *Management Position Unknown |
| OWN SHARES ON THE STOCK MARKET THE ANNUAL SHAREHOLDERS | | | | |
| MEETING, HAVING HEARD THE MANAGING PARTNERS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HEREBY AUTHORIZES THE COMPANY TO TRADE IN ITS | | | | |
| OWN SHARES, PURSUANT TO ARTICLE L 225-209 OF | | | | |
| THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), | | | | |
| SUBJECT TO THE FOLLOWING CONDITIONS: THE MAXIMUM | | | | |
| PURCHASE PRICE SHALL BE EUR 70.00; THE MINIMUM | | | | |
| SELLING PRICE SHALL BE EUR 40.00; THE NUMBER | | | | |
| OF SHARES PURCHASED SHALL NOT EXCEED 10% OF THE | | | | |
| TOTAL NUMBER OF EQUITY SHARES, OR A MAXIMUM AMOUNT | | | | |
| OF EUR 1,003,713,340; THE TERM OF THIS AUTHORIZATION | | | | |
| SHALL BE 18 MONTHS STARTING FROM THE PRESENT | | | | |
| DATE. IN THE EVENT OF A CAPITAL INCREASE BY WAY | | | | |
| OF INCORPORATION OF RESERVES AND THE ALLOTMENT | | | | |
| OF FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT | | | | |
| OR SHARE COMBINATION, THE ABOVE PRICES SHALL | | | | |
| BE ADJUSTED BY THE APPLICATION OF A MULTIPLIER | | | | |
| COEFFICIENT WHICH SHALL BE EQUAL TO THE RATIO | | | | |
| BETWEEN THE NUMBER OF EQUITY SHARES BEFORE AND | | | | |
| AFTER THE OPERATION CONCERNED. THIS AUTHORIZATION | | | | |
| PURPOSES TO ENABLE THE COMPANY TO AVAIL ITSELF | | | | |
| OF THE RIGHT TO TRADE IN ITS OWN SHARES FOR THE | | | | |
| PURPOSES OF: THE CUSTODY, SALE OR REMITTANCE | | | | |
| BY WAY OF EXCHANGE OR TRANSFER OF SHARES IN LIEU | | | | |
| OF PAYMENT, SPECIFICALLY FOR THE PURPOSES OF | | | | |
| FINANCIAL TRANSACTIONS SUCH AS ACQUISITIONS OR | | | | |
| THE ISSUE OF SHARES CONFERRING DIRECT OR INDIRECT | | | | |
| ACCESS TO EQUITY CAPITAL; THE GRANTING OF SHARES | | | | |
| TO THE COMPANY S SENIOR AND EXECUTIVE MANAGERS, | | | | |
| OR THOSE OF GROUP SUBSIDIARIES, AS PART OF STOCK | | | | |
| OPTION PLANS; THE CANCELLATION OF SHARES, WHETHER | | | | |
| IN ALL OR IN PART, FOR THE PURPOSES OF OPTIMIZING | | | | |
| THE COMPANY S SHARE CAPITAL AND NET EARNINGS | | | | |
| PER SHARE; THE REGULARIZATION OF THE STOCK MARKET | | | | |
| SHARE PRICE OR SHARE LIQUIDITY BY AN INVESTMENT | | | | |
| SERVICES PROVIDER UNDER A LIQUIDITY CONTRACT | | | | |
| DRAFTED IN ACCORDANCE WITH THE ETHICAL PRACTICES | | | | |
| CHARTER ADOPTED BY THE FRENCH STOCK MARKET REGULATORY | | | | |
| AUTHORITIES (AUTORITE DES MARCHES FINANCIERS). | | | | |
| SHARES MAY BE ACQUIRED AT ANY TIME, ON A SINGLE | | | | |
| OCCASION OR NUMBER OF OCCASIONS, WHETHER IN THE | | | | |
| MARKET, BY MUTUAL AGREEMENT, OR BY ANY OTHER | | | | |
| MEANS AND MORE SPECIFICALLY BY WAY OF THE TRANSFER | | | | |
| OF BLOCKS OF SHARES, THE PURCHASE OF SHARE OPTIONS | | | | |
| OR THE USE OF DERIVATIVE PRODUCTS. FOR THE PURPOSES | | | | |
| REFERRED TO ABOVE, THE ANNUAL SHAREHOLDERS MEETING | | | | |
| HEREBY ASSIGNS TO THE MANAGING PARTNERS, OR ANY | | | | |
| ONE OF THE MANAGING PARTNERS, FULL AUTHORITY | | | | |
| TO ENTER INTO CONTRACTS, COMPLETE ALL DECLARATIONS | | | | |
| AND FORMALITIES AND, MORE GENERALLY, TO CONDUCT | | | | |
| ANY AND ALL MEASURES AS SHALL BE NECESSARY FOR | | | | |
| THE IMPLEMENTATION OF DECISIONS TAKEN AS A RESULT | | | | |
| OF THIS AUTHORIZATION. THIS AUTHORIZATION SUPERSEDES | | | | |
| THE RESOLUTION ADOPTED FOR THE SAME PURPOSE BY | | | | |
| THE ORDINARY ANNUAL SHAREHOLDERS MEETING OF | | | | |
| MAY 20, 2005 | | | | |
| | | | | |
O.3 | THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD | | Management | For | *Management Position Unknown |
| THE MANAGING PARTNER S REPORT, THE AUDITORS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HEREBY APPROVES THE CONSOLIDATED ACCOUNTS FOR | | | | |
| 2005 AND THE PROFIT RECORDED THEREIN OF EUR 889,423,049.62 | | | | |
| | | | | |
| | | | | |
O.5 | THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD | | Management | For | *Management Position Unknown |
| THE MANAGING PARTNERS REPORT AND THE REPORT | | | | |
| OF THE SUPERVISORY BOARD, FIXES AT EUR 320,000 | | | | |
| THE GLOBAL ANNUAL FEE ALLOCATED TO THE SUPERVISORY | | | | |
| BOARD | | | | |
O.7 | AUTHORIZATION FOR THE COMPANY TO TRADE IN ITS | | Management | For | *Management Position Unknown |
| OWN SHARES ON THE STOCK MARKET THE ANNUAL SHAREHOLDERS | | | | |
| MEETING, HAVING HEARD THE MANAGING PARTNERS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HEREBY AUTHORIZES THE COMPANY TO TRADE IN ITS | | | | |
| OWN SHARES, PURSUANT TO ARTICLE L 225-209 OF | | | | |
| THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), | | | | |
| SUBJECT TO THE FOLLOWING CONDITIONS: THE MAXIMUM | | | | |
| PURCHASE PRICE SHALL BE EUR 70.00; THE MINIMUM | | | | |
| SELLING PRICE SHALL BE EUR 40.00; THE NUMBER | | | | |
| OF SHARES PURCHASED SHALL NOT EXCEED 10% OF THE | | | | |
| TOTAL NUMBER OF EQUITY SHARES, OR A MAXIMUM AMOUNT | | | | |
| OF EUR 1,003,713,340; THE TERM OF THIS AUTHORIZATION | | | | |
| SHALL BE 18 MONTHS STARTING FROM THE PRESENT | | | | |
| DATE. IN THE EVENT OF A CAPITAL INCREASE BY WAY | | | | |
| OF INCORPORATION OF RESERVES AND THE ALLOTMENT | | | | |
| OF FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT | | | | |
| OR SHARE COMBINATION, THE ABOVE PRICES SHALL | | | | |
| BE ADJUSTED BY THE APPLICATION OF A MULTIPLIER | | | | |
| COEFFICIENT WHICH SHALL BE EQUAL TO THE RATIO | | | | |
| BETWEEN THE NUMBER OF EQUITY SHARES BEFORE AND | | | | |
| AFTER THE OPERATION CONCERNED. THIS AUTHORIZATION | | | | |
| PURPOSES TO ENABLE THE COMPANY TO AVAIL ITSELF | | | | |
| OF THE RIGHT TO TRADE IN ITS OWN SHARES FOR THE | | | | |
| PURPOSES OF: THE CUSTODY, SALE OR REMITTANCE | | | | |
| BY WAY OF EXCHANGE OR TRANSFER OF SHARES IN LIEU | | | | |
| OF PAYMENT, SPECIFICALLY FOR THE PURPOSES OF | | | | |
| FINANCIAL TRANSACTIONS SUCH AS ACQUISITIONS OR | | | | |
| THE ISSUE OF SHARES CONFERRING DIRECT OR INDIRECT | | | | |
| ACCESS TO EQUITY CAPITAL; THE GRANTING OF SHARES | | | | |
| TO THE COMPANY S SENIOR AND EXECUTIVE MANAGERS, | | | | |
| OR THOSE OF GROUP SUBSIDIARIES, AS PART OF STOCK | | | | |
| OPTION PLANS; THE CANCELLATION OF SHARES, WHETHER | | | | |
| IN ALL OR IN PART, FOR THE PURPOSES OF OPTIMIZING | | | | |
| THE COMPANY S SHARE CAPITAL AND NET EARNINGS | | | | |
| PER SHARE; THE REGULARIZATION OF THE STOCK MARKET | | | | |
| SHARE PRICE OR SHARE LIQUIDITY BY AN INVESTMENT | | | | |
| SERVICES PROVIDER UNDER A LIQUIDITY CONTRACT | | | | |
| DRAFTED IN ACCORDANCE WITH THE ETHICAL PRACTICES | | | | |
| CHARTER ADOPTED BY THE FRENCH STOCK MARKET REGULATORY | | | | |
| AUTHORITIES (AUTORITE DES MARCHES FINANCIERS). | | | | |
| SHARES MAY BE ACQUIRED AT ANY TIME, ON A SINGLE | | | | |
| OCCASION OR NUMBER OF OCCASIONS, WHETHER IN THE | | | | |
| MARKET, BY MUTUAL AGREEMENT, OR BY ANY OTHER | | | | |
| MEANS AND MORE SPECIFICALLY BY WAY OF THE TRANSFER | | | | |
| OF BLOCKS OF SHARES, THE PURCHASE OF SHARE OPTIONS | | | | |
| OR THE USE OF DERIVATIVE PRODUCTS. FOR THE PURPOSES | | | | |
| REFERRED TO ABOVE, THE ANNUAL SHAREHOLDERS MEETING | | | | |
| HEREBY ASSIGNS TO THE MANAGING PARTNERS, OR ANY | | | | |
| ONE OF THE MANAGING PARTNERS, FULL AUTHORITY | | | | |
| TO ENTER INTO CONTRACTS, COMPLETE ALL DECLARATIONS | | | | |
| AND FORMALITIES AND, MORE GENERALLY, TO CONDUCT | | | | |
| ANY AND ALL MEASURES AS SHALL BE NECESSARY FOR | | | | |
| THE IMPLEMENTATION OF DECISIONS TAKEN AS A RESULT | | | | |
| OF THIS AUTHORIZATION. THIS AUTHORIZATION SUPERSEDES | | | | |
| THE RESOLUTION ADOPTED FOR THE SAME PURPOSE BY | | | | |
| THE ORDINARY ANNUAL SHAREHOLDERS MEETING OF | | | | |
| MAY 20, 2005 | | | | |
| | | | | |
E.9 | INCREASE OF THE COMPANY S CAPITAL BY THE ISSUANCE | | Management | For | *Management Position Unknown |
| OF ORDINARY SHARES OR SECURITIES GIVING ACCESS | | | | |
| TO CAPITAL WITH SUBSCRIPTION RIGHTS BEING MAINTAINED | | | | |
| THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD | | | | |
| THE MANAGING PARTNERS REPORT, THE AUDITORS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH | | | | |
| OF THE GENERAL PARTNERS, AND RULING UNDER THE | | | | |
| APPLICABLE QUORUM AND MAJORITY CONDITIONS FOR | | | | |
| EXTRAORDINARY SHAREHOLDERS MEETINGS, GIVES THE | | | | |
| MANAGING PARTNERS, OR ONE OF THEM, THE ABILITY | | | | |
| TO DECIDE ON ONE OR SEVERAL CAPITAL INCREASES, | | | | |
| BY ISSUING, IN FRANCE OR ABROAD, ORDINARY SHARES | | | | |
| OR SECURITIES GIVING ACCESS BY ALL MEANS, IMMEDIATELY | | | | |
| AND/OR AFTER A CERTAIN LAPSE OF TIME, TO THE | | | | |
| COMPANY S ORDINARY SHARES, THESE SECURITIES CAN | | | | |
| BE DENOMINATED IN FOREIGN CURRENCIES OR IN WHATEVER | | | | |
| BASKET OF CURRENCIES. THE TERM OF THIS AUTHORIZATION | | | | |
| SHALL BE TWENTY-SIX MONTHS STARTING FROM THE | | | | |
| DATE OF THE PRESENT MEETING. HEREBY RULES AS | | | | |
| FOLLOWS: THAT THE TOTAL AMOUNT OF CAPITAL INCREASES | | | | |
| THAT COULD BE CARRIED OUT IMMEDIATELY AND/OR | | | | |
| OVER A CERTAIN LAPSE OF TIME, CANNOT BE IN EXCESS | | | | |
| OF ONE HUNDRED MILLION EUROS (EUR 100,000,000), | | | | |
| OR 35% OF CURRENT ISSUED CAPITAL, AN AMOUNT TO | | | | |
| WHICH WILL BE ADDED, AS THE CASE MAY BE, THE | | | | |
| NOMINAL AMOUNT OF SURPLUS SHARES TO BE ISSUED | | | | |
| IN ORDER TO PROTECT, AS REQUIRED BY LAW, SECURITY | | | | |
| HOLDERS INTERESTS GIVING RIGHT TO THE ALLOCATION | | | | |
| OR THE SUBSCRIPTION OF SHARES; THE NOMINAL AMOUNT | | | | |
| OF DEBT SECURITIES GIVING ACCESS, IMMEDIATELY | | | | |
| AND/OR OVER A CERTAIN LAPSE OF TIME, TO COMPANY | | | | |
| SHARES THAT COULD BE ISSUED PURSUANT TO THIS | | | | |
| DELEGATION, CANNOT EXCEED ONE BILLION EUROS (EUR | | | | |
| 1,000,000,000) OR ITS EQUIVALENT IN ANY OTHER | | | | |
| CURRENCY OR BASKET OF CURRENCIES; THAT THE SHAREHOLDERS | | | | |
| HAVE, IN PROPORTION TO THE AMOUNT OF SHARES HELD, | | | | |
| A PREEMPTIVE SUBSCRIPTION RIGHT, AS THE CASE | | | | |
| MAY BE, FOR ANY SHARES AND/OR SHARE EQUIVALENTS | | | | |
| NOT TAKEN UP BY OTHER SHAREHOLDERS, ORDINARY | | | | |
| SHARES AND SECURITIES THAT COULD BE ISSUED ACCORDING | | | | |
| TO THE PRESENT DELEGATION; THAT IF THE ISSUE | | | | |
| IS NOT TAKEN UP IN FULL BY SHAREHOLDERS EXERCIZING | | | | |
| THEIR PRE-EMPTIVE RIGHTS AS DESCRIBED ABOVE, | | | | |
| THE MANAGING PARTNERS WILL BE ABLE TO OFFER ALL | | | | |
| OR SOME OF THE UNSUBSCRIBED SHARES OR SHARE EQUIVALENTS | | | | |
| FOR SUBSCRIPTION BY THE PUBLIC. NOTES THAT THE | | | | |
| PRESENT DELEGATION CANCELS ALL PREVIOUS DELEGATIONS | | | | |
| TO THE SAME PURPOSE | | | | |
E.8 | AMENDMENT OF THE COMPANY S BY-LAWS AS A RESULT | | Management | For | *Management Position Unknown |
| OF MR RENE ZINGRAFF S RETIREMENT AS MANAGING | | | | |
| PARTNER AND GENERAL PARTNER THE ANNUAL SHAREHOLDERS | | | | |
| MEETING, HAVING HEARD THE MANAGING PARTNERS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH | | | | |
| OF THE GENERAL PARTNERS, AND RULING UNDER THE | | | | |
| APPLICABLE QUORUM AND MAJORITY CONDITIONS FOR | | | | |
| EXTRAORDINARY SHAREHOLDERS MEETINGS, TAKES NOTE | | | | |
| OF MR RENE ZINGRAFF S RETIREMENT AS MANAGING | | | | |
| PARTNER AND CONSEQUENTLY AS GENERAL PARTNER, | | | | |
| AND DECIDES ACCORDINGLY TO AMEND THE TEXT OF | | | | |
| ARTICLES 1 AND 3 OF ITS BY-LAWS AS FOLLOWS: ARTICLE | | | | |
| 1 - THE TEXT OF PARAGRAPHS 2 AND 3 IS CHANGED | | | | |
| TO READ AS FOLLOWS: MR EDOUARD MICHELIN AND | | | | |
| MR MICHEL ROLLIER, MANAGING PARTNERS, SOCIETE | | | | |
| AUXILIAIRE DE GESTION - SAGES-, A SIMPLIFIED | | | | |
| STOCK COMPANY, WITH A CAPITAL OF FORTY THOUSAND | | | | |
| EUROS WHOSE REGISTERED OFFICE IS AT CLERMONT-FERRAND | | | | |
| (PUY-DE-DOME, FRANCE), ARE APPOINTED AS GENERAL | | | | |
| PARTNERS FOR AN INDEFINITE PERIOD AND WITH JOINT | | | | |
| AND SEVERAL LIABILITY. ARTICLE 3 - PARAGRAPH | | | | |
| 6 IS REPLACED BY THE FOLLOWING TEXT: SHOULD | | | | |
| THE MANAGEMENT FUNCTION EXERCISED BY MR EDOUARD | | | | |
| MICHELIN CEASE, FOR ANY CAUSE WHATSOEVER, BEFORE | | | | |
| THOSE EXERCISED BY MR MICHEL ROLLIER, THE COMPANY | | | | |
| NAME AND SIGNATORY STATUS WILL, AS A DIRECT RESULT | | | | |
| OF THIS FACT, REVERT TO: M. ROLLIER ET CIE. | | | | |
| | | | | |
E.10 | INCREASE OF THE COMPANY S CAPITAL BY THE ISSUANCE | | Management | For | *Management Position Unknown |
| OF ORDINARY SHARES OR SECURITIES GIVING ACCESS | | | | |
| TO CAPITAL WITH SUBSCRIPTION RIGHTS BEING CANCELED | | | | |
| THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD | | | | |
| THE MANAGING PARTNERS REPORT, THE AUDITORS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH | | | | |
| OF THE GENERAL PARTNERS, AND RULING UNDER THE | | | | |
| APPLICABLE QUORUM AND MAJORITY CONDITIONS FOR | | | | |
| EXTRAORDINARY SHAREHOLDERS MEETINGS, GIVES THE | | | | |
| MANAGING PARTNERS, OR ONE OF THEM, THE ABILITY | | | | |
| TO DECIDE ON ONE OR SEVERAL CAPITAL INCREASES, | | | | |
| BY ISSUING, IN FRANCE OR ABROAD, ORDINARY SHARES | | | | |
| OR SECURITIES GIVING ACCESS BY ALL MEANS, IMMEDIATELY | | | | |
| AND/OR AFTER A CERTAIN LAPSE OF TIME, TO THE | | | | |
| COMPANY S ORDINARY SHARES, THESE SECURITIES CAN | | | | |
| BE DENOMINATED IN FOREIGN CURRENCIES OR IN WHATEVER | | | | |
| BASKET OF CURRENCIES. THE TERM OF THIS AUTHORIZATION | | | | |
| SHALL BE TWENTY-SIX MONTHS STARTING FROM THE | | | | |
| DATE OF THE PRESENT MEETING. HEREBY RULES AS | | | | |
| FOLLOWS: THAT THE TOTAL AMOUNT OF CAPITAL INCREASES | | | | |
| THAT CAN BE CARRIED OUT IMMEDIATELY AND/OR OVER | | | | |
| A CERTAIN LAPSE OF TIME, CANNOT BE IN EXCESS | | | | |
| OF FORTY-THREE MILLION EUROS (EUR 43,000,000), | | | | |
| OR 15% OF CURRENT ISSUED CAPITAL; THE NOMINAL | | | | |
| AMOUNT OF DEBT SECURITIES GIVING ACCESS, IMMEDIATELY | | | | |
| AND/OR OVER A CERTAIN LAPSE OF TIME, TO COMPANY | | | | |
| SHARES THAT COULD BE ISSUED PURSUANT TO THIS | | | | |
| DELEGATION, CANNOT EXCEED SEVEN HUNDRED MILLION | | | | |
| EUROS (EUR 700,000,000) OR ITS EQUIVALENT IN | | | | |
| ANY OTHER CURRENCY OR BASKET OF CURRENCIES; TO | | | | |
| CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION | | | | |
| RIGHT TO THESE DEBT SECURITIES THAT WILL BE ISSUED | | | | |
| ACCORDING TO THE LAW AND TO GRANT THE MANAGING | | | | |
| PARTNERS, PURSUANT TO ARTICLE L 225-135 OF THE | | | | |
| FRENCH COMMERCIAL CODE (CODE DU COMMERCE), THE | | | | |
| POWER TO ESTABLISH A PRIORITY SUBSCRIPTION RIGHT | | | | |
| TO THE BENEFIT OF SHAREHOLDERS; THAT THE SHARE | | | | |
| ISSUE PRICE WILL BE AT LEAST EQUAL TO THE WEIGHTED | | | | |
| AVERAGE OF THE FIRST PRICES QUOTED IN THE LAST | | | | |
| THREE STOCK EXCHANGE DAYS PRIOR TO THE DAY WHEN | | | | |
| THE PRICE WAS FIXED, REDUCED, AS THE CASE MAY | | | | |
| BE, BY MAXIMUM 5% STATUTORY BELOW PAR RATING | | | | |
| | | | | |
| | | | | |
E.11 | AUTHORIZATION GIVEN TO THE MANAGING PARTNERS | | Management | For | *Management Position Unknown |
| TO INCREASE THE AMOUNT OF SHARES TO BE ISSUED | | | | |
| IN THE EVENT OF SURPLUS DEMAND WITHIN THE FRAMEWORK | | | | |
| OF CAPITAL INCREASES PURSUANT TO THE 9TH AND | | | | |
| 10TH RESOLUTIONS THE ANNUAL SHAREHOLDERS MEETING, | | | | |
| HAVING HEARD THE MANAGING PARTNERS REPORT, THE | | | | |
| AUDITORS REPORT AND THE REPORT OF THE SUPERVISORY | | | | |
| BOARD, HAVING TAKEN DUE NOTE OF THE CONSENT OF | | | | |
| EACH OF THE GENERAL PARTNERS, AND RULING UNDER | | | | |
| THE APPLICABLE QUORUM AND MAJORITY CONDITIONS | | | | |
| FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, GRANTS | | | | |
| THE MANAGING PARTNERS, OR ONE OF THEM, DELEGATION | | | | |
| TO RAISE THE AMOUNT OF ORDINARY SHARES TO BE | | | | |
| ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH | | | | |
| OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS WITHIN | | | | |
| THIRTY DAYS OF THE END OF SUBSCRIPTION, WITHIN | | | | |
| THE LIMIT OF 15% OF THE INITIAL ISSUE AND AT | | | | |
| THE SAME PRICE AS THAT FIXED FOR THE ISSUE, WITHIN | | | | |
| THE LIMIT OF CEILINGS RESPECTIVELY SET FORTH | | | | |
| IN THE ABOVE NINTH AND TENTH RESOLUTIONS. THE | | | | |
| TERM OF THIS AUTHORIZATION SHALL BE TWENTY-SIX | | | | |
| MONTHS STARTING FROM THE DATE OF THE PRESENT | | | | |
| MEETING | | | | |
| | | | | |
E.12 | AUTHORIZATION GIVEN TO THE MANAGING PARTNERS | | Management | For | *Management Position Unknown |
| TO DETERMINE THE ISSUING PRICE OF ORDINARY SHARES | | | | |
| OR ANY OTHER SECURITIES GIVING ACCESS TO CAPITAL, | | | | |
| IN THE EVENT OF THE CANCELLATION OF THE SHAREHOLDERS | | | | |
| PREEMPTIVE SUBSCRIPTION RIGHTS, CAPPED AT 10% | | | | |
| PER FINANCIAL YEAR OF THE COMPANY S CAPITAL THE | | | | |
| ANNUAL SHAREHOLDERS MEETING, HAVING HEARD THE | | | | |
| MANAGING PARTNERS REPORT, THE AUDITORS REPORT | | | | |
| AND THE REPORT OF THE SUPERVISORY BOARD, HAVING | | | | |
| TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE | | | | |
| GENERAL PARTNERS, AND RULING UNDER THE APPLICABLE | | | | |
| QUORUM AND MAJORITY CONDITIONS FOR EXTRAORDINARY | | | | |
| SHAREHOLDERS MEETINGS, AUTHORIZES THE MANAGING | | | | |
| PARTNERS, OR ONE OF THEM, PURSUANT TO ARTICLE | | | | |
| L 225-136 OF THE FRENCH COMMERCIAL CODE (CODE | | | | |
| DE COMMERCE), FOR EACH ISSUE DECIDED UNDER THE | | | | |
| TENTH RESOLUTION ABOVE, CAPPED AT 10% OF ISSUED | | | | |
| CAPITAL, OVER A TWELVE-MONTH PERIOD, TO DEPART | | | | |
| FROM THE PRICE FIXING CONDITIONS SET FORTH IN | | | | |
| THE TENTH RESOLUTION AND TO FIX THE ISSUE PRICE | | | | |
| OF ORDINARY SHARES AND/OR SECURITIES TO BE ISSUED, | | | | |
| WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, PURSUANT | | | | |
| TO ONE OF THE TWO FOLLOWING OPTIONS: WEIGHTED | | | | |
| AVERAGE SHARE PRICE OVER A MAXIMUM PERIOD OF | | | | |
| SIX MONTHS PRIOR TO THE ISSUE PRICE FIXATION | | | | |
| DATE; WEIGHTED AVERAGE SHARE PRICE OF THE TRADING | | | | |
| DAY PRECEDING THE ISSUE PRICE FIXATION DATE, | | | | |
| REDUCED, AS THE CASE MAY BE, IN BOTH CASES, BY | | | | |
| A MAXIMUM 5% BELOW PAR RATE. THE TERM OF THIS | | | | |
| AUTHORIZATION SHALL BE TWENTY-SIX MONTHS STARTING | | | | |
| FROM THE DATE OF THE PRESENT MEETING | | | | |
| | | | | |
E.13 | CAPITAL INCREASE THROUGH INCORPORATION OF RESERVES | | Management | For | *Management Position Unknown |
| THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD | | | | |
| THE MANAGING PARTNERS REPORT, THE AUDITORS | | | | |
| REPORT AND THE REPORT OF SUPERVISORY BOARD, HAVING | | | | |
| TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE | | | | |
| GENERAL PARTNERS, AND RULING UNDER THE APPLICABLE | | | | |
| QUORUM AND MAJORITY CONDITIONS FOR EXTRAORDINARY | | | | |
| SHAREHOLDERS MEETINGS, GRANTS THE MANAGING PARTNERS, | | | | |
| OR ONE OF THEM, DELEGATION TO MAKE ONE OR SEVERAL | | | | |
| ISSUED CAPITAL INCREASES, THROUGH INCORPORATION | | | | |
| OF A MAXIMUM AMOUNT OF EUR EIGHTY MILLION (EUR | | | | |
| 80,000,000), OF RESERVES, PROFITS, ISSUE OR CONTRIBUTION | | | | |
| PREMIUMS, THROUGH FREE SHARE ALLOCATIONS OR INCREASE | | | | |
| IN THE PAR VALUE OF EXISTING SHARES OR A COMBINATION | | | | |
| OF THE TWO. THE TERM OF THIS AUTHORIZATION SHALL | | | | |
| BE TWENTY-SIX MONTHS STARTING FROM THE DATE OF | | | | |
| THE PRESENT MEETING | | | | |
| | | | | |
E.16 | CAPITAL INCREASES RESERVED FOR GROUP AND GROUP | | Management | For | *Management Position Unknown |
| SUBSIDIARY EMPLOYEES THE ANNUAL SHAREHOLDERS | | | | |
| MEETING, HAVING HEARD THE MANAGING PARTNERS | | | | |
| REPORT, THE AUDITORS REPORT AND THE REPORT | | | | |
| OF THE SUPERVISORY BOARD, HAVING TAKEN DUE NOTE | | | | |
| OF THE CONSENT OF EACH OF THE GENERAL PARTNERS, | | | | |
| AND RULING UNDER THE APPLICABLE QUORUM AND MAJORITY | | | | |
| CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, | | | | |
| GRANTS THE MANAGING PARTNERS, OR ONE OF THEM, | | | | |
| AS PER THE PROVISIONS OF ARTICLES L 443-1 AND | | | | |
| FOLLOWING OF THE LABOR CODE AND ARTICLES L 225-129-6 | | | | |
| PARAGRAPH 1 AND L 225-138-1 OF FRENCH COMMERCIAL | | | | |
| CODE (CODE DE COMMERCE), TO MAKE ONE OR SEVERAL | | | | |
| INCREASE(S) OF THE COMPANY S ISSUED CAPITAL, | | | | |
| BY ISSUING NEW SHARES RESERVED FOR THE GROUP | | | | |
| S AND FRENCH OR FOREIGN SUBSIDIARIES EMPLOYEES | | | | |
| AS DEFINED BY ARTICLE L 225-180 OF FRENCH COMMERCIAL | | | | |
| CODE (CODE DE COMMERCE) AND FOR FRENCH EMPLOYEES | | | | |
| HAVING SUBSCRIBED A GROUP SAVINGS SCHEME. THE | | | | |
| TERM OF THIS DELEGATION SHALL BE TWENTYSIX MONTHS | | | | |
| STARTING FROM THE DATE OF THE PRESENT MEETING. | | | | |
| HEREBY RULES AS FOLLOWS: TO CANCEL THE SHAREHOLDERS | | | | |
| PRE-EMPTIVE RIGHTS TO SHARES ISSUED ACCORDING | | | | |
| TO THE PRESENT DELEGATION TO THE BENEFIT OF THESE | | | | |
| EMPLOYEES; TO CAP TO SIX MILLION EUROS (EUR 6,000,000), | | | | |
| OR 2% OF CURRENT ISSUED CAPITAL, THE TOTAL NOMINAL | | | | |
| AMOUNT OF CAPITAL INCREASES ALLOWED UNDER THIS | | | | |
| DELEGATION. THIS DELEGATION SUPERSEDES THE RESOLUTION | | | | |
| ADOPTED FOR THE SAME PURPOSE BY THE ORDINARY | | | | |
| ANNUAL SHAREHOLDERS MEETING HELD ON MAY 14, | | | | |
| 2004 | | | | |
E.14 | AUTHORIZATION GIVEN TO THE MANAGING PARTNERS | | Management | For | *Management Position Unknown |
| TO INCREASE THE COMPANY S CAPITAL BY ISSUING, | | | | |
| WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, ORDINARY | | | | |
| SHARES USED TO REMUNERATE SHARE CONTRIBUTIONS | | | | |
| IN THE EVENT OF PUBLIC EXCHANGE OFFERINGS OR | | | | |
| CONTRIBUTIONS IN KIND) THE ANNUAL SHAREHOLDERS | | | | |
| MEETING, HAVING HEARD THE MANAGING PARTNERS | | | | |
| REPORT, THE AUDITORS REPORT AND THE REPORT | | | | |
| OF THE SUPERVISORY BOARD, HAVING TAKEN DUE NOTE | | | | |
| OF THE CONSENT OF EACH OF THE GENERAL PARTNERS, | | | | |
| AND RULING UNDER THE APPLICABLE QUORUM AND MAJORITY | | | | |
| CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, | | | | |
| GRANTS THE MANAGING PARTNERS, OR ONE OF THEM, | | | | |
| DELEGATION TO ISSUE ORDINARY SHARES: USED TO | | | | |
| REMUNERATE SHARE CONTRIBUTIONS TO THE COMPANY | | | | |
| IN THE EVENT OF PUBLIC EXCHANGE OFFERINGS PURSUANT | | | | |
| TO PROVISIONS OF ARTICLE L 225-148 OF FRENCH | | | | |
| COMMERCIAL CODE (CODE DE COMMERCE); BASED ON | | | | |
| A REPORT FROM THE COMMISSAIRE AUX APPORTS (NON-CASH | | | | |
| CONTRIBUTIONS AUDITOR) AND CAPPED TO 10% OF THE | | | | |
| COMPANY S ISSUED CAPITAL, TO REMUNERATE CONTRIBUTIONS | | | | |
| IN KIND TO THE COMPANY MADE UP OF EQUITY CAPITAL | | | | |
| OR SECURITIES GIVING ACCESS TO CAPITAL, SHOULD | | | | |
| THE PROVISIONS OF ARTICLE L 225-148 OF FRENCH | | | | |
| COMMERCIAL CODE (CODE DE COMMERCE) NOT APPLY. | | | | |
| IN ALL CIRCUMSTANCES, ALL CAPITAL INCREASES CARRIED | | | | |
| OUT BY VIRTUE OF THIS AUTHORIZATION WILL BE INCLUDED | | | | |
| IN THE CALCULATION OF THE OVERALL MAXIMUM AMOUNT | | | | |
| AUTHORIZED UNDER THE ABOVE TENTH RESOLUTION. | | | | |
| THE TERM OF THIS AUTHORIZATION SHALL BE TWENTY-SIX | | | | |
| MONTHS STARTING FROM THE DATE OF THE PRESENT | | | | |
| MEETING. NOTES THAT THE PRESENT DELEGATION CANCELS | | | | |
| ALL PREVIOUS DELEGATIONS TO THE SAME PURPOSE | | | | |
| | | | | |
| | | | | |
E.15 | ISSUANCE OF SECURITIES GIVING ENTITLEMENT TO | | Management | For | *Management Position Unknown |
| DEBT INSTRUMENTS THAT DO NOT GIVE ACCESS TO CAPITAL | | | | |
| THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD | | | | |
| THE MANAGING PARTNERS REPORT, THE AUDITORS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH | | | | |
| OF THE GENERAL PARTNERS, AND RULING UNDER THE | | | | |
| APPLICABLE QUORUM AND MAJORITY CONDITIONS FOR | | | | |
| EXTRAORDINARY SHAREHOLDERS MEETINGS, AUTHORIZES | | | | |
| THE MANAGING PARTNERS, OR ONE OF THEM, TO MAKE | | | | |
| ONE OR SEVERAL ISSUE(S), WITHIN THE LIMIT OF | | | | |
| A MAXIMUM NOMINAL AMOUNT OF ONE BILLION EUROS | | | | |
| (EUR 1,000,000,000), ALL SECURITIES GIVING RIGHT | | | | |
| TO THE ALLOCATION, IMMEDIATELY AND/OR OVER A | | | | |
| CERTAIN LAPSE OF TIME, OF DEBT INSTRUMENTS THAT | | | | |
| DO NOT GIVE ACCESS TO CAPITAL, DENOMINATED EITHER | | | | |
| IN EUROS, IN FOREIGN CURRENCIES OR IN ANY BASKET | | | | |
| OF CURRENCIES. THE TERM OF THIS AUTHORIZATION | | | | |
| SHALL BE TWENTY-SIX MONTHS STARTING FROM THE | | | | |
| DATE OF THE PRESENT MEETING. NOTES THAT THE PRESENT | | | | |
| DELEGATION CANCELS ALL PREVIOUS DELEGATIONS TO | | | | |
| THE SAME PURPOSE | | | | |
E.17 | GRANTING OF SHARE SUBSCRIPTION OPTIONS TO THE | | Management | For | *Management Position Unknown |
| COMPANY S SENIOR AND EXECUTIVE MANAGERS, OR THOSE | | | | |
| OF GROUP SUBSIDIARIES, AS PART OF STOCK OPTION | | | | |
| PLANS THE ANNUAL SHAREHOLDERS MEETING, HAVING | | | | |
| HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS | | | | |
| REPORT AND THE REPORT OF THE SUPERVISORY BOARD, | | | | |
| HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH | | | | |
| OF THE GENERAL PARTNERS, AND RULING UNDER THE | | | | |
| APPLICABLE QUORUM AND MAJORITY CONDITIONS FOR | | | | |
| EXTRAORDINARY SHAREHOLDERS MEETINGS, AUTHORIZES | | | | |
| THE MANAGING PARTNERS OR ONE OF THEM, AS PER | | | | |
| PROVISIONS OF ARTICLES L 225-177 AND FOLLOWING | | | | |
| OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE) | | | | |
| AND OF THE BY-LAWS, TO GRANT TO COMPANY DIRECTORS | | | | |
| AND FRENCH OR NON-FRENCH GROUP RELATED COMPANY | | | | |
| EMPLOYEES AS DEFINED BY ARTICLE L 225-180 OF | | | | |
| FRENCH COMMERCIAL CODE (CODE DE COMMERCE), OPTIONS | | | | |
| GIVING RIGHTS TO THE SUBSCRIPTION OF COMPANY | | | | |
| SHARES TO BE ISSUED UNDER CAPITAL INCREASES OR | | | | |
| OPTIONS GIVING A RIGHT OF CALLING EXISTING SHARES | | | | |
| PURCHASED BY IT. THE TERM OF THIS AUTHORIZATION | | | | |
| SHALL BE THIRTY EIGHT MONTHS STARTING FROM THE | | | | |
| DATE OF THE PRESENT MEETING. HEREBY RULES AS | | | | |
| FOLLOWS: THAT THE NUMBER OF SHARES ISSUED ON | | | | |
| ACCOUNT OF THE SHARE SUBSCRIPTION OPTIONS GRANTED | | | | |
| WOULD BE LIMITED TO 3,000,000, THAT IS 2% OF | | | | |
| THE COMPANY S CURRENT ISSUED CAPITAL, THE MAXIMUM | | | | |
| PAR VALUE OF CAPITAL INCREASES SO ALLOWED BEING | | | | |
| CAPPED TO SIX MILLION EUROS (EUR 6,000,000); | | | | |
| THAT THE SHARE SUBSCRIPTION PRICE FOR THE SHARES | | | | |
| TO BE ISSUED OR THE BUYBACK PRICE OF EXISTING | | | | |
| SHARES WILL BE FIXED BY THE MANAGING PARTNERS | | | | |
| PURSUANT TO THE LEGAL OR REGULATORY PROVISIONS | | | | |
| IN FORCE ON THE DAY WHEN SAID SHARE SUBSCRIPTION | | | | |
| OR CALL OPTIONS ARE GRANTED, IT BEING UNDERSTOOD | | | | |
| THAT SUCH PRICES CANNOT BE LOWER THAN THE AVERAGE | | | | |
| OF THE OPENING PRICES IN THE TWENTY TRADING DAYS | | | | |
| PRIOR TO THE DAY WHEN SUCH OPTIONS ARE GRANTED, | | | | |
| ROUNDED UP TO THE NEAREST EURO; THAT THE PRICES | | | | |
| SO SET BY THE MANAGING PARTNERS FOR THE SUBSCRIPTION | | | | |
| OF NEW SHARE ISSUES OR THE BUYBACK OF EXISTING | | | | |
| SHARES WILL NOT BE SUBJECT TO REVIEW DURING THE | | | | |
| TERM OF THE OPTION PLANS BARRING ANY ADJUSTMENT, | | | | |
| UNDER THE CONDITIONS PROVIDED BY LAWS OR REGULATIONS | | | | |
| THEN IN FORCE, OF THE SUBSCRIPTION PRICE OF SHARE | | | | |
| ISSUE OR BUYBACK PRICE AND OF THE NUMBER OF SHARES | | | | |
| OBJECT OF THE OPTION TO TAKE INTO ACCOUNT THE | | | | |
| IMPACT OF FINANCIAL OPERATIONS AFFECTING THE | | | | |
| VALUE OF THE RIGHTS SO GRANTED; THAT THE DEADLINE | | | | |
| FOR EXERCISING BOTH OF THESE OPTIONS SHALL NOT | | | | |
| EXCEED TEN YEARS AFTER THE GRANTING DATE. NOTES | | | | |
| THAT PURSUANT TO THE PROVISIONS OF ARTICLE L | | | | |
| 225-178 OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE), | | | | |
| THIS AUTHORIZATION PROVIDES, FOR THE BENEFIT | | | | |
| OF SHARE SUBSCRIPTION OPTION BENEFICIARIES, AN | | | | |
| EXPRESS WAIVING BY SHAREHOLDERS OF THEIR PRE-EMPTIVE | | | | |
| SHARE SUBSCRIPTION RIGHTS FOR SHARES ISSUED AS | | | | |
| THE OPTIONS ARE CALLED. GRANTS THE MANAGING PARTNERS, | | | | |
| OR ONE OF THEM, ALL POWERS TO SET THE OTHER TERMS | | | | |
| AND CONDITIONS FOR GRANTING AND CALLING OPTIONS, | | | | |
| AND IN PARTICULAR TO FIX THE LIST OF BENEFICIARIES | | | | |
| AND NUMBER OF OPTIONS GRANTED TO EACH OF THEM, | | | | |
| TO SET THE SHARE SUBSCRIPTION OR BUYBACK PRICE | | | | |
| OF SHARES OBJECT OF THE OPTIONS AS PER THE ABOVE, | | | | |
| TO DECLARE THE FINAL COMPLETION OF THE SINGLE | | | | |
| OR SUCCESSIVE CAPITAL INCREASE(S) AND TO AMEND | | | | |
| THE BYLAWS ACCORDINGLY AND, MORE GENERALLY, TO | | | | |
| TAKE ALL STEPS REQUIRED OR NECESSARY TO IMPLEMENT | | | | |
| THIS AUTHORIZATION. THIS AUTHORIZATION SUPERSEDES, | | | | |
| FOR THE UNUSED NOMINAL AMOUNT, THE RESOLUTION | | | | |
| ADOPTED FOR THE SAME PURPOSE BY THE ORDINARY | | | | |
| ANNUAL SHAREHOLDERS MEETING HELD ON MAY 14, | | | | |
| 2004 | | | | |
| | | | | |
E.19 | HARMONIZATION OF THE BY-LAWS WITH THE NEW REGULATORY | | Management | Against | *Management Position Unknown |
| REQUIREMENTS THE ANNUAL SHAREHOLDERS MEETING, | | | | |
| HAVING HEARD THE MANAGING PARTNERS REPORT AND | | | | |
| THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN | | | | |
| DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL | | | | |
| PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM | | | | |
| AND MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS | | | | |
| MEETINGS, DECIDES TO HARMONIZE THE COMPANY S | | | | |
| BYLAWS WITH THE NEW LEGAL PROVISIONS REFERRING | | | | |
| TO THE LAWS 2003-706 OF AUGUST 1, 2003 AND 2005-842 | | | | |
| OF JULY 26, 2005, AND SO TO AMEND THE FOLLOWING | | | | |
| ARTICLES OF THE BY-LAWS: ARTICLE 19, PARAGRAPH | | | | |
| 1 - THE TEXT OF THE FIRST PARAGRAPH OF THIS ARTICLE | | | | |
| DEALING WITH REGULATED AGREEMENTS IS REPLACED | | | | |
| BY THE FOLLOWING TO REFLECT THE NEW 10% SHAREHOLDER | | | | |
| VOTING RIGHT THRESHOLD INSTEAD OF THE PREVIOUS | | | | |
| 5% THRESHOLD INDICATED IN THE PREVIOUS TEXT: | | | | |
| ANY AGREEMENT SIGNED EITHER DIRECTLY OR VIA | | | | |
| A THIRD PARTY, BETWEEN THE COMPANY AND ONE OF | | | | |
| THE MANAGING PARTNERS, A SUPERVISORY BOARD MEMBER, | | | | |
| A SHAREHOLDER, OWNING MORE THAN 10% OF THE VOTING | | | | |
| RIGHTS. (THE REST OF THE FIRST PARAGRAPH REMAINS | | | | |
| UNCHANGED) ARTICLE 24, PARAGRAPH 2 - THE TEXT | | | | |
| OF THIS PARAGRAPH THAT CONCERNS THE QUORUM REQUIRED | | | | |
| FOR ORDINARY JOINT SHAREHOLDERS MEETINGS, ON | | | | |
| FIRST CONVENING, IS MODIFIED AS FOLLOWS: THE | | | | |
| TERMS: A QUARTER OF THE SHARES WITH VOTING RIGHTS | | | | |
| ATTACHED ARE REPLACED BY THE FOLLOWING: THE | | | | |
| FIFTH OF THE SHARES WITH VOTING RIGHTS ATTACHED. | | | | |
| ARTICLE 26, PARAGRAPH 3 - THE TEXT OF THIS PARAGRAPH | | | | |
| THAT CONCERNS THE QUORUM REQUIRED FOR EXTRAORDINARY | | | | |
| JOINT SHAREHOLDERS MEETINGS IS MODIFIED AS FOLLOWS: | | | | |
| THE TERMS: A THIRD, AND ON SECOND CONVENING, | | | | |
| A QUARTER OF SHARES WITH VOTING RIGHTS ATTACHED | | | | |
| ARE REPLACED BY THE FOLLOWING: THE QUARTER, | | | | |
| AND ON SECOND CONVENING, THE FIFTH OF SHARES | | | | |
| WITH VOTING RIGHTS ATTACHED. | | | | |
E.18 | CAPPING OF THE GLOBAL NOMINAL AMOUNT OF CAPITAL | | Management | For | *Management Position Unknown |
| INCREASES AND BOND OR DEBT ISSUES THE ANNUAL | | | | |
| SHAREHOLDERS MEETING, HAVING HEARD THE MANAGING | | | | |
| PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY | | | | |
| BOARD, HAVING TAKEN DUE NOTE OF THE CONSENT OF | | | | |
| EACH OF THE GENERAL PARTNERS, AND RULING UNDER | | | | |
| THE APPLICABLE QUORUM AND MAJORITY CONDITIONS | | | | |
| FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES | | | | |
| TO SET AT: ONE HUNDRED MILLION EUROS (EUR 100,000,000) | | | | |
| THE MAXIMUM PAR VALUE AMOUNT OF IMMEDIATE OR | | | | |
| FUTURE CAPITAL INCREASES LIABLE TO BE ISSUED | | | | |
| PURSUANT TO THE ABOVE 9TH, 10TH AND 14TH RESOLUTIONS, | | | | |
| IT BEING UNDERSTOOD THAT THIS NOMINAL AMOUNT | | | | |
| WILL BE INCREASED BY THE NOMINAL AMOUNT OF SHARES | | | | |
| TO BE ISSUED TO PRESERVE THE INTERESTS OF HOLDERS | | | | |
| OF RIGHTS FOR ALLOCATION OR SUBSCRIPTION TO OTHER | | | | |
| SECURITIES, AS THE CASE MAY BE; ONE BILLION EUROS | | | | |
| (EUR 1,000,000,000) OR ITS EQUIVALENT IN ANY | | | | |
| OTHER CURRENCY OR BASKET OF CURRENCIES, THE MAXIMUM | | | | |
| NOMINAL AMOUNT OF DEBT SECURITIES OR INSTRUMENTS, | | | | |
| GIVING ACCESS TO CAPITAL OR NOT, LIABLE TO BE | | | | |
| ISSUED PURSUANT TO THE ABOVE SEVENTH, NINTH, | | | | |
| TENTH AND FIFTEENTH RESOLUTIONS | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
TOTAL SA, COURBEVOIE | | | | | MIX Meeting Date: 05/12/2006 |
Issuer: F92124100 | | ISIN: FR0000120271 | BLOCKING | | |
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
* | A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE | | Non-Voting | | *Management Position Unknown |
| SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE | | | | |
| INFORMATION. VERIFICATION PERIOD: REGISTERED | | | | |
| SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, | | | | |
| DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: | | | | |
| 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT | | | | |
| SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE | | | | |
| PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO | | | | |
| OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND | | | | |
| DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT | | | | |
| SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD | | | | |
| VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS | | | | |
| THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON | | | | |
| ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED | | | | |
| INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN | | | | |
| THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. | | | | |
| IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN | | | | |
| ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT | | | | |
| ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE | | | | |
| MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS | | | | |
| SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) | | | | |
| FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL | | | | |
| AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED | | | | |
| TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF | | | | |
| THE POSITION CHANGE VIA THE ACCOUNT POSITION | | | | |
| COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT | | | | |
| WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE | | | | |
| NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS | | | | |
| WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED | | | | |
| TO AMEND THE VOTE INSTRUCTION AND RELEASE THE | | | | |
| SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. | | | | |
| THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS | | | | |
| WITH A SETTLEMENT DATE PRIOR TO MEETING DATE | | | | |
| + 1 | | | | |
| | | | | |
O.9 | APPOINT MR. BERTRAND COLLOMB AS A DIRECTOR FOR | | Management | For | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.1 | RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITOR | | Management | For | *Management Position Unknown |
| S GENERAL REPORT; APPROVES THE COMPANY S FINANCIAL | | | | |
| STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 | | | | |
| DEC 2005 | | | | |
| | | | | |
O.2 | APPROVE THE REPORT OF THE BOARD OF DIRECTORS | | Management | For | *Management Position Unknown |
| AND THE STATUTORY AUDITORS AND THE CONSOLIDATED | | | | |
| FINANCIAL STATEMENTS FOR THE SAID FY | | | | |
| | | | | |
0.3 | APPROVE THAT THE INCOME FOR THE FY BE APPROPRIATED | | Management | For | *Management Position Unknown |
| AS FOLLOWS: EARNINGS FOR THE FY: 4,142,954,352.00; | | | | |
| AVAILABLE RETAINED EARNINGS: EUR 1,458,995,601.00; | | | | |
| AMOUNT TO BE ALLOCATED: EUR 5,601,949,953.00; | | | | |
| TOTAL DIVIDEND: EUR 4,005,393,598.00 RETAINED | | | | |
| EARNINGS: EUR 1,596,556,355.00; THE SHAREHOLDERS | | | | |
| WILL RECEIVE A NET DIVIDEND OF EUR 6.48 PER SHARE | | | | |
| OF EUR 10.00 FACE VALUE; THE SHAREHOLDERS MEETING | | | | |
| REMINDS AN INTERIM DIVIDEND OF EUR 3.00, ENTITLING | | | | |
| NATURAL PERSONS DOMICILED IN FRANCE TO THE 50 | | | | |
| % ALLOWANCE PROVIDED BY THE FRENCH TAX CODE, | | | | |
| WAS ALREADY PAID ON 24 NOV 2005 AND THE REMAINING | | | | |
| DIVIDEND OF EUR 3.48 WILL BE PAID ON 18 MAY, | | | | |
| 2006, AND WILL ENTITLE NATURAL PERSONS DOMICILED | | | | |
| IN FRANCE TO THE 40% ALLOWANCE PROVIDED BY THE | | | | |
| FRENCH TAX CODE | | | | |
| | | | | |
O.4 | AUTHORIZE THE BOARD OF DIRECTORS TO TRANSFER | | Management | For | *Management Position Unknown |
| THE AMOUNT OF EUR 2,807,661,894.50 POSTED TO | | | | |
| THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS | | | | |
| TO THE RETAINED EARNINGS ACCOUNT, IN THE EVENT | | | | |
| OF AN OPTION EXERCISE PURSUANT TO ARTICLE 39 | | | | |
| OF THE AMENDED FINANCE LAW FOR THE YEAR 2004 | | | | |
| | | | | |
O.7 | APPOINT MS. ANNE LAUVERGEON AS A DIRECTOR FOR | | Management | For | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.5 | ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS | | Management | For | *Management Position Unknown |
| ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF | | | | |
| THE FRENCH COMMERCIAL CODE; AND APPROVE SAID | | | | |
| REPORT AND THE AGREEMENTS REFERRED TO THEREIN | | | | |
| | | | | |
| | | | | |
O.6 | AUTHORIZES THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| OF THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED | | | | |
| BY THE COMBINED SHAREHOLDERS MEETING OF 17 MAY | | | | |
| 2005 IN ITS RESOLUTION NO. 5, TO PURCHASE OR | | | | |
| SELL COMPANY S SHARES IN CONNECTION WITH THE | | | | |
| IMPLEMENTATION OF A STOCK REPURCHASE PLAN, SUBJECT | | | | |
| TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE | | | | |
| PRICE: EUR 300.00 PER SHARE OF A PAR VALUE OF | | | | |
| EUR 10.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: | | | | |
| 10 % OF THE SHARE CAPITAL, I.E. 27,262,297 SHARES | | | | |
| OF A PAR VALUE OF EUR 10.00; MAXIMUM FUNDS INVESTED | | | | |
| IN THE SHARE BUYBACKS: EUR 8,178,689,100.00; | | | | |
| AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; | | | | |
| TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES THIS AUTHORIZATION | | | | |
| | | | | |
| | | | | |
O.8 | APPOINT MR. DANIEL BOUTON AS A DIRECTOR FOR A | | Management | Against | *Management Position Unknown |
| 3-YEAR PERIOD | | | | |
O.10 | APPOINT MR. ANTOINE JEANCOURT-GALIGNANI AS A | | Management | For | *Management Position Unknown |
| DIRECTOR FOR A 3-YEAR PERIOD | | | | |
O.11 | APPOINT MR. MICHEL PEBEREAU AS A DIRECTOR FOR | | Management | Against | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.12 | APPOINT MR. PIERRE VAILLAUD AS A DIRECTOR FOR | | Management | For | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.13 | APPOINT MR. CHRISTOPHE DE MARGERIE AS A DIRECTOR | | Management | Against | *Management Position Unknown |
| FOR A 3-YEAR PERIOD | | | | |
E.14 | ACKNOWLEDGE THE CONTRIBUTION AGREEMENT BASED | | Management | For | *Management Position Unknown |
| ON THE SPIN-OFFS LEGAL FRAMEWORK, ESTABLISHED | | | | |
| BY PRIVATE AGREEMENT ON 15 MAR 2006, UNDER WHICH | | | | |
| IT IS STATED THAT TOTAL S.A. SHALL GRANT ITS | | | | |
| SHARES TO ARKEMA IN THE COMPANIES ARKEMA FRANCE, | | | | |
| SOCIETE DE DEVELOPMENT ARKEMA S.D.A , ARKEMA | | | | |
| FINANCE FRANCE, MIMOSA AND ARKEMA EUROPE HOLDINGS | | | | |
| BV; AND APPROVE ALL THE TERMS OF THE CONTRIBUTION | | | | |
| AGREEMENT AND THE CONTRIBUTION OF A NET VALUE | | | | |
| OF EUR 1,544,175,344.82 THAT WILL COME INTO EFFECT | | | | |
| ON ITS EFFECTIVE DATE IN CONSIDERATION FOR THIS | | | | |
| CONTRIBUTION, ARKEMA WILL INCREASE THE SHARE | | | | |
| CAPITAL BY A NOMINAL AMOUNT OF EUR 605,670,910.00, | | | | |
| BY THE CREATION OF 60,567,091 SHARES, ACCORDING | | | | |
| TO AN EXCHANGE RATIO OF 1 ARKEMA SHARE AGAINST | | | | |
| 10 TOTAL S.A. SHARES THE NUMBER OF SHARES AND | | | | |
| THE NOMINAL AMOUNT OF CAPITAL INCREASE WILL BE | | | | |
| ADJUSTED ACCORDING TO THEN NUMBER OF COMPANY | | | | |
| SHARES ENTITLED TO THE ALLOCATION OF ARKEMA SHARES, | | | | |
| AS THE AMOUNT OF CAPITAL INCREASE IS EQUAL TO | | | | |
| THE NUMBER OF ARKEMA SHARES ALLOCATED BY THE | | | | |
| COMPANY TO ITS OWN SHAREHOLDERS MULTIPLIED BY | | | | |
| THE PAR VALUE OF THE ARKEMA SHARE, WITHIN THE | | | | |
| LIMIT OF A MAXIMUM NOMINAL AMOUNT OF CAPITAL | | | | |
| INCREASE IN CONSIDERATION FOR THE CONTRIBUTION | | | | |
| OF EUR 609,670,910.00 BY WAY OF ISSUING A MAXIMUM | | | | |
| NUMBER OF 60,967,091 NEW ARKEMA SHARES THESE | | | | |
| NEW SHARES WILL BE ASSIMILATED IN ALL RESPECTS | | | | |
| TO THE EXISTING SHARES, WILL BE SUBJECT TO THE | | | | |
| STATUTORY PROVISIONS AND WILL GRANT ENTITLEMENT | | | | |
| TO ANY DISTRIBUTION OF DIVIDEND AS FROM 01 JAN | | | | |
| 2005; THE ARKEMA SHARES CONTRIBUTION OF EUR 1,544,175,344.82 | | | | |
| SHALL COUNT AGAINST THE ISSUANCE AND CONTRIBUTION | | | | |
| PREMIUM ACCOUNT WHICH AMOUNTED TO EUR 34,563,052,123.17 | | | | |
| AND WILL AMOUNT TO EUR 33,018,876,778.35; AND | | | | |
| TO THE CHAIRMAN OF THE BOARD OF DIRECTORS TO | | | | |
| TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL | | | | |
| NECESSARY FORMALITIES | | | | |
E.15 | APPROVE TO REDUCE THE NOMINAL VALUE OF THE SHARES | | Management | For | *Management Position Unknown |
| FROM EUR 10.00 TO EUR 2.50; THE NUMBER OF EXITING | | | | |
| SHARE WILL BE MULTIPLIED BY 4; AUTHORIZE THE | | | | |
| BOARD OF THE DIRECTORS TO ALL NECESSARY MEASURE; | | | | |
| AND AMEND ARTICLE 6 | | | | |
E.16 | AMEND ARTICLE 11-3 OF THE BY-LAWS: EACH DIRECTORS | | Management | For | *Management Position Unknown |
| SHALL HOLD AT LEAST 1,000 SHARES DURING HIS/HER | | | | |
| TERM OF OFFICE | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
TOTAL SA, COURBEVOIE | | | | | MIX Meeting Date: 05/12/2006 |
Issuer: F92124100 | | ISIN: FR0000120271 | BLOCKING | | |
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
* | A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE | | Non-Voting | | *Management Position Unknown |
| SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE | | | | |
| INFORMATION. VERIFICATION PERIOD: REGISTERED | | | | |
| SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, | | | | |
| DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: | | | | |
| 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT | | | | |
| SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE | | | | |
| PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO | | | | |
| OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND | | | | |
| DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT | | | | |
| SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD | | | | |
| VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS | | | | |
| THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON | | | | |
| ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED | | | | |
| INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN | | | | |
| THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. | | | | |
| IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN | | | | |
| ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT | | | | |
| ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE | | | | |
| MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS | | | | |
| SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) | | | | |
| FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL | | | | |
| AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED | | | | |
| TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF | | | | |
| THE POSITION CHANGE VIA THE ACCOUNT POSITION | | | | |
| COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT | | | | |
| WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE | | | | |
| NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS | | | | |
| WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED | | | | |
| TO AMEND THE VOTE INSTRUCTION AND RELEASE THE | | | | |
| SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. | | | | |
| THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS | | | | |
| WITH A SETTLEMENT DATE PRIOR TO MEETING DATE | | | | |
| + 1 | | | | |
| | | | | |
O.9 | APPOINT MR. BERTRAND COLLOMB AS A DIRECTOR FOR | | Management | For | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
* | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING | | Non-Voting | | *Management Position Unknown |
| ID 296923 DUE TO ADDITIONAL RESOLUTIONS. ALL | | | | |
| VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE | | | | |
| DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON | | | | |
| THIS MEETING NOTICE. THANK YOU. | | | | |
| | | | | |
O.1 | RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITOR | | Management | For | *Management Position Unknown |
| S GENERAL REPORT; APPROVES THE COMPANY S FINANCIAL | | | | |
| STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 | | | | |
| DEC 2005 | | | | |
| | | | | |
0.3 | APPROVE THAT THE INCOME FOR THE FY BE APPROPRIATED | | Management | For | *Management Position Unknown |
| AS FOLLOWS: EARNINGS FOR THE FY: 4,142,954,352.00; | | | | |
| AVAILABLE RETAINED EARNINGS: EUR 1,458,995,601.00; | | | | |
| AMOUNT TO BE ALLOCATED: EUR 5,601,949,953.00; | | | | |
| TOTAL DIVIDEND: EUR 4,005,393,598.00 RETAINED | | | | |
| EARNINGS: EUR 1,596,556,355.00; THE SHAREHOLDERS | | | | |
| WILL RECEIVE A NET DIVIDEND OF EUR 6.48 PER SHARE | | | | |
| OF EUR 10.00 FACE VALUE; THE SHAREHOLDERS MEETING | | | | |
| REMINDS AN INTERIM DIVIDEND OF EUR 3.00, ENTITLING | | | | |
| NATURAL PERSONS DOMICILED IN FRANCE TO THE 50 | | | | |
| % ALLOWANCE PROVIDED BY THE FRENCH TAX CODE, | | | | |
| WAS ALREADY PAID ON 24 NOV 2005 AND THE REMAINING | | | | |
| DIVIDEND OF EUR 3.48 WILL BE PAID ON 18 MAY, | | | | |
| 2006, AND WILL ENTITLE NATURAL PERSONS DOMICILED | | | | |
| IN FRANCE TO THE 40% ALLOWANCE PROVIDED BY THE | | | | |
| FRENCH TAX CODE | | | | |
| | | | | |
O.4 | AUTHORIZE THE BOARD OF DIRECTORS TO TRANSFER | | Management | For | *Management Position Unknown |
| THE AMOUNT OF EUR 2,807,661,894.50 POSTED TO | | | | |
| THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS | | | | |
| TO THE RETAINED EARNINGS ACCOUNT, IN THE EVENT | | | | |
| OF AN OPTION EXERCISE PURSUANT TO ARTICLE 39 | | | | |
| OF THE AMENDED FINANCE LAW FOR THE YEAR 2004 | | | | |
| | | | | |
O.8 | APPOINT MR. DANIEL BOUTON AS A DIRECTOR FOR A | | Management | Against | *Management Position Unknown |
| 3-YEAR PERIOD | | | | |
O.5 | ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS | | Management | For | *Management Position Unknown |
| ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF | | | | |
| THE FRENCH COMMERCIAL CODE; AND APPROVE SAID | | | | |
| REPORT AND THE AGREEMENTS REFERRED TO THEREIN | | | | |
| | | | | |
| | | | | |
O.2 | APPROVE THE REPORT OF THE BOARD OF DIRECTORS | | Management | For | *Management Position Unknown |
| AND THE STATUTORY AUDITORS AND THE CONSOLIDATED | | | | |
| FINANCIAL STATEMENTS FOR THE SAID FY | | | | |
| | | | | |
O.6 | AUTHORIZES THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| OF THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED | | | | |
| BY THE COMBINED SHAREHOLDERS MEETING OF 17 MAY | | | | |
| 2005 IN ITS RESOLUTION NO. 5, TO PURCHASE OR | | | | |
| SELL COMPANY S SHARES IN CONNECTION WITH THE | | | | |
| IMPLEMENTATION OF A STOCK REPURCHASE PLAN, SUBJECT | | | | |
| TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE | | | | |
| PRICE: EUR 300.00 PER SHARE OF A PAR VALUE OF | | | | |
| EUR 10.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: | | | | |
| 10 % OF THE SHARE CAPITAL, I.E. 27,262,297 SHARES | | | | |
| OF A PAR VALUE OF EUR 10.00; MAXIMUM FUNDS INVESTED | | | | |
| IN THE SHARE BUYBACKS: EUR 8,178,689,100.00; | | | | |
| AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; | | | | |
| TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES THIS AUTHORIZATION | | | | |
| | | | | |
| | | | | |
O.7 | APPOINT MS. ANNE LAUVERGEON AS A DIRECTOR FOR | | Management | For | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.10 | APPOINT MR. ANTOINE JEANCOURT-GALIGNANI AS A | | Management | For | *Management Position Unknown |
| DIRECTOR FOR A 3-YEAR PERIOD | | | | |
O.11 | APPOINT MR. MICHEL PEBEREAU AS A DIRECTOR FOR | | Management | Against | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.12 | APPOINT MR. PIERRE VAILLAUD AS A DIRECTOR FOR | | Management | For | *Management Position Unknown |
| A 3-YEAR PERIOD | | | | |
O.13 | APPOINT MR. CHRISTOPHE DE MARGERIE AS A DIRECTOR | | Management | Against | *Management Position Unknown |
| FOR A 3-YEAR PERIOD | | | | |
E.14 | ACKNOWLEDGE THE CONTRIBUTION AGREEMENT BASED | | Management | For | *Management Position Unknown |
| ON THE SPIN-OFFS LEGAL FRAMEWORK, ESTABLISHED | | | | |
| BY PRIVATE AGREEMENT ON 15 MAR 2006, UNDER WHICH | | | | |
| IT IS STATED THAT TOTAL S.A. SHALL GRANT ITS | | | | |
| SHARES TO ARKEMA IN THE COMPANIES ARKEMA FRANCE, | | | | |
| SOCIETE DE DEVELOPMENT ARKEMA S.D.A , ARKEMA | | | | |
| FINANCE FRANCE, MIMOSA AND ARKEMA EUROPE HOLDINGS | | | | |
| BV; AND APPROVE ALL THE TERMS OF THE CONTRIBUTION | | | | |
| AGREEMENT AND THE CONTRIBUTION OF A NET VALUE | | | | |
| OF EUR 1,544,175,344.82 THAT WILL COME INTO EFFECT | | | | |
| ON ITS EFFECTIVE DATE IN CONSIDERATION FOR THIS | | | | |
| CONTRIBUTION, ARKEMA WILL INCREASE THE SHARE | | | | |
| CAPITAL BY A NOMINAL AMOUNT OF EUR 605,670,910.00, | | | | |
| BY THE CREATION OF 60,567,091 SHARES, ACCORDING | | | | |
| TO AN EXCHANGE RATIO OF 1 ARKEMA SHARE AGAINST | | | | |
| 10 TOTAL S.A. SHARES THE NUMBER OF SHARES AND | | | | |
| THE NOMINAL AMOUNT OF CAPITAL INCREASE WILL BE | | | | |
| ADJUSTED ACCORDING TO THEN NUMBER OF COMPANY | | | | |
| SHARES ENTITLED TO THE ALLOCATION OF ARKEMA SHARES, | | | | |
| AS THE AMOUNT OF CAPITAL INCREASE IS EQUAL TO | | | | |
| THE NUMBER OF ARKEMA SHARES ALLOCATED BY THE | | | | |
| COMPANY TO ITS OWN SHAREHOLDERS MULTIPLIED BY | | | | |
| THE PAR VALUE OF THE ARKEMA SHARE, WITHIN THE | | | | |
| LIMIT OF A MAXIMUM NOMINAL AMOUNT OF CAPITAL | | | | |
| INCREASE IN CONSIDERATION FOR THE CONTRIBUTION | | | | |
| OF EUR 609,670,910.00 BY WAY OF ISSUING A MAXIMUM | | | | |
| NUMBER OF 60,967,091 NEW ARKEMA SHARES THESE | | | | |
| NEW SHARES WILL BE ASSIMILATED IN ALL RESPECTS | | | | |
| TO THE EXISTING SHARES, WILL BE SUBJECT TO THE | | | | |
| STATUTORY PROVISIONS AND WILL GRANT ENTITLEMENT | | | | |
| TO ANY DISTRIBUTION OF DIVIDEND AS FROM 01 JAN | | | | |
| 2005; THE ARKEMA SHARES CONTRIBUTION OF EUR 1,544,175,344.82 | | | | |
| SHALL COUNT AGAINST THE ISSUANCE AND CONTRIBUTION | | | | |
| PREMIUM ACCOUNT WHICH AMOUNTED TO EUR 34,563,052,123.17 | | | | |
| AND WILL AMOUNT TO EUR 33,018,876,778.35; AND | | | | |
| TO THE CHAIRMAN OF THE BOARD OF DIRECTORS TO | | | | |
| TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL | | | | |
| NECESSARY FORMALITIES | | | | |
E.15 | APPROVE TO REDUCE THE NOMINAL VALUE OF THE SHARES | | Management | For | *Management Position Unknown |
| FROM EUR 10.00 TO EUR 2.50;THE NUMBER OF EXITING | | | | |
| SHARE WILL BE MULTIPLIED BY 4; AUTHORIZE THE | | | | |
| BOARD OF THE DIRECTORS TO ALL NECESSARY MEASURE; | | | | |
| AND AMEND ARTICLE 6 | | | | |
A. | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER | | Shareholder | For | *Management Position Unknown |
| PROPOSAL: AMEND ARTICLE NUMBER 11 OF THE BYLAWS, | | | | |
| AS SPECIFIED | | | | |
| | | | | |
E.16 | AMEND ARTICLE 11-3 OF THE BY-LAWS: EACH DIRECTORS | | Management | For | *Management Position Unknown |
| SHALL HOLD AT LEAST 1,000 SHARES DURING HIS/HER | | | | |
| TERM OF OFFICE | | | | |
| | | | | |
B. | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER | | Shareholder | Against | *Management Position Unknown |
| PROPOSAL: APPROVE TO GRANT A SECOND SEAT AS AN | | | | |
| EMPLOYEE-SHAREHOLDER TO THE BOARD OF TOTAL S.A | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
UNICREDITO ITALIANO SPA, MILANO | | | | | OGM Meeting Date: 05/12/2006 |
Issuer: T95132105 | | ISIN: IT0000064854 | BLOCKING | | |
SEDOL: 0711670, 4232445, 5179712, B020SH0, B11RZ56 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
* | PLEASE NOTE THAT THIS IS A MIX MEETING. THANK | | Non-Voting | | *Management Position Unknown |
| YOU | | | | |
* | PLEASE NOTE THAT THE MEETING HELD ON 29 APR 2006 | | Non-Voting | | *Management Position Unknown |
| HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND | | | | |
| THAT THE SECOND CONVOCATION WILL BE HELD ON 12 | | | | |
| MAY 2006. PLEASE ALSO NOTE THE NEW CUTOFF DATE | | | | |
| 02 MAY 2006. IF YOU HAVE ALREADY SENT YOUR VOTES, | | | | |
| PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU | | | | |
| DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK | | | | |
| YOU. | | | | |
| | | | | |
O.1 | RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 31 | | Management | For | *Management Position Unknown |
| DEC 2005, ACCOMPANIED BY REPORTS BY THE DIRECTORS | | | | |
| AND THE INDEPENDENT AUDITORS, REPORT BY THE BOARD | | | | |
| OF STATUTORY AUDITORS AND THE CONSOLIDATED FINANCIAL | | | | |
| STATEMENTS AND THE SOCIAL AND ENVIRONMENTAL REPORT | | | | |
| | | | | |
| | | | | |
O.2 | APPROVE THE ALLOCATION OF NET PROFIT FOR THE | | Management | For | *Management Position Unknown |
| YEAR | | | | |
O.3 | APPROVE THE GROUP PERSONNEL LONG-TERM INCENTIVE | | Management | For | *Management Position Unknown |
| PLAN FOR 2006 | | | | |
E.1 | AUTHORIZE THE BOARD OF DIRECTORS ON 1 OR MORE | | Management | For | *Management Position Unknown |
| OCCASIONS FOR A MAXIMUM PERIOD OF 1 YEAR STARTING | | | | |
| FROM THE DATE OF SHAREHOLDERS RESOLUTION, UNDER | | | | |
| THE PROVISIONS OF SECTION 2443 OF THE ITALIAN | | | | |
| CIVIL CODE, TO INCREASE THE SHARE CAPITAL, WITH | | | | |
| THE EXCLUSION OF RIGHTS, AS ALLOWED BY SECTION | | | | |
| 2441.8 OF THE ITALIAN CIVIL CODE, FOR A MAXIMUM | | | | |
| NOMINAL AMOUNT OF EUR 21,000,000 TO SERVICE THE | | | | |
| EXERCISE OF OPTIONS TO SUBSCRIBE TO UP TO 42,000,000 | | | | |
| ORDINARY SHARES IN UNICREDITO ITALIANO OF PAR | | | | |
| VALUE EUR 0.50 EACH, TO RESERVE FOR THE EXECUTIVE | | | | |
| PERSONNEL IN THE HOLDING COMPANY AND THE GROUP | | | | |
�� | S BANK AND COMPANIES WHO HOLD POSITIONS OF PARTICULAR | | | | |
| IMPORTANCE FOR THE PURPOSES OF ACHIEVING THE | | | | |
| GROUP S OVERALL OBJECTIVES, CONSEQUENTLY AMEND | | | | |
| THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
E.2 | AUTHORIZE THE BOARD OF DIRECTORS ON 1 OR MORE | | Management | For | *Management Position Unknown |
| OCCASIONS FOR A MAXIMUM PERIOD OF 5 YEARS STARTING | | | | |
| FROM THE DATE OF THE SHAREHOLDERS RESOLUTION, | | | | |
| UNDER THE PROVISIONS OF SECTION 2443 OF THE ITALIAN | | | | |
| CIVIL CODE, TO CARRY OUT A BONUS CAPITAL INCREASE, | | | | |
| AS ALLOWED BY THE SECTION 2349 OF THE ITALIAN | | | | |
| CIVIL CODE, FOR A MAXIMUM NOMINAL AMOUNT OF EUR | | | | |
| 6,500,000 CORRESPONDING TO UP TO 13,000,000 ORDINARY | | | | |
| SHARES IN UNICREDITO ITALIANO OF PAR VALUE EUR | | | | |
| 0.50 EACH, TO ALLOCATE TO THE EXECUTIVE PERSONNEL | | | | |
| IN THE HOLDING COMPANY AND THE GROUP S BANKS | | | | |
| AND COMPANIES, WHO HOLD POSITIONS OF PARTICULAR | | | | |
| IMPORTANCE FOR THE PURPOSES OF ACHIEVING THE | | | | |
| GROUP S OVERALL OBJECTIVES, CONSEQUENTLY AMEND | | | | |
| THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
| | | | | |
* | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT | | Non-Voting | | *Management Position Unknown |
| OF RECORD DATE AND REVISED NUMBERING. IF YOU | | | | |
| HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT | | | | |
| RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND | | | | |
| YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | | | |
| | | | | |
| | | | | |
| | | | | |
PT BANK CENTRAL ASIA TBK | | | | | MIX Meeting Date: 05/15/2006 |
Issuer: Y7123P120 | | ISIN: ID1000098403 | | | |
SEDOL: B01C1P6, B01F7F7 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
A.1 | APPROVE THE ANNUAL REPORT FROM THE BOARD OF DIRECTORS | | Management | For | *Management Position Unknown |
| FOR BOOK YE 31 DEC 2005 | | | | |
A.2 | APPROVE THE ANNUAL REPORT AND RATIFY THE ANNUAL | | Management | For | *Management Position Unknown |
| CALCULATION AND TO GRANT ACQUIT ET DE CHARGE | | | | |
| FOR THE BOARD OF DIRECTORS AND COMMISSIONERS | | | | |
| FOR BOOK YEAR 2005 | | | | |
A.3 | APPROVE TO DETERMINE THE PROFIT UTILIZATION FOR | | Management | For | *Management Position Unknown |
| BOOK YEAR 2005 | | | | |
A.4 | APPROVE THE CHANGE IN THE BOARD OF DIRECTORS | | Management | For | *Management Position Unknown |
| AND OR COMMISSIONERS COMPOSITION | | | | |
A.5 | APPROVE TO DETERMINE THE SALARY AND OTHER ALLOWANCES | | Management | For | *Management Position Unknown |
| FOR THE BOARD OF DIRECTORS AND COMMISSIONERS | | | | |
| | | | | |
| | | | | |
A.6 | APPOINT SIDDHARTA SIDDHARTA REKAN AS THE AUDITORS | | Management | For | *Management Position Unknown |
| AND AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION | | | | |
| | | | | |
| | | | | |
A.7 | APPROVE THE INTERIM DIVIDEND DISTRIBUTION FOR | | Management | For | *Management Position Unknown |
| BOOK YEAR 2006 (IDR 50 PER SHARE) | | | | |
| | | | | |
| | | | | |
A.8 | APPROVE THE REPORT ON MANAGEMENT STOCK OPTION | | Management | Against | *Management Position Unknown |
| PROGRAM | | | | |
E.1 | AMEND THE ARTICLE OF ASSOCIATION | | Management | Against | *Management Position Unknown |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN | | | | | AGM Meeting Date: 05/16/2006 |
Issuer: D12096109 | | ISIN: DE0005190003 | | | |
SEDOL: 2549783, 5756029, 5757260, 5757271, 7080179, 7158407, B0Z5366 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
1. | PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS | | Non-Voting | | *Management Position Unknown |
| FOR THE FYE 31 DEC 2005 AND THE CONSOLIDATED | | | | |
| FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2005, | | | | |
| BOTH APPROVED BY THE SUPERVISORY BOARD, THE REPORT | | | | |
| OF THE SUPERVISORY BOARD AND THE COMBINED COMPANY | | | | |
| AND GROUP MANAGEMENT REPORT | | | | |
| | | | | |
2. | RESOLUTION ON THE APPROPRIATION OF THE DIS-TRIBUTABLE | | Management | Against | *Management Position Unknown |
| PROFIT OF EUR 423,575,410.74 AS FOLLOWS: PAYMENT | | | | |
| OF A DIVIDEND OF EUR 0.64 PER ORDINARY AND EUR | | | | |
| 0.66 PER PREFERRED SHARE EX-DIVIDEND AND PAYABLE | | | | |
| DATE: 17 MAY 2006 | | | | |
3. | RATIFICATION OF THE ACTS OF THE BOARD OF MANAGEMENT | | Management | For | *Management Position Unknown |
| | | | | |
4. | RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD | | Management | For | *Management Position Unknown |
| | | | | |
5. | RATIFY KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT | | Management | For | *Management Position Unknown |
| AS THE AUDITORS FOR FISCAL 2006 | | | | |
| | | | | |
| | | | | |
6. | ELECT MR. HEINZ-JOACHIM NEUBUERGER TO THE SUPERVISORY | | Management | For | *Management Position Unknown |
| BOARD | | | | |
7. | RESOLUTION FOR A NEW AUTHORIZATION TO ACQUIRE | | Management | For | *Management Position Unknown |
| TREASURY SHARES AND TO WITHDRAW THEM FROM CIRCULATION | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
ROYAL DUTCH SHELL PLC, LONDON | | | | | AGM Meeting Date: 05/16/2006 |
Issuer: G7690A118 | | ISIN: GB00B03MM408 | | | |
SEDOL: B03MM40, B09CBN6, B0DX3B7, B0F7DX9 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
* | OPENING | | Non-Voting | | *Management Position Unknown |
1. | APPROVE THE ANNUAL ACCOUNTS FOR THE FY 2005, | | Management | For | *Management Position Unknown |
| TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS | | | | |
| REPORT ON THOSE ACCOUNTS | | | | |
| | | | | |
2. | APPROVE THE REMUNERATION REPORT OVER 2005 | | Management | For | *Management Position Unknown |
3. | APPOINT MR. JORMA OLLILA AS A DIRECTOR OF THE | | Management | For | *Management Position Unknown |
| COMPANY | | | | |
4. | APPOINT MR. NICK LAND AS A DIRECTOR OF THE COMPANY | | Management | For | *Management Position Unknown |
5. | RE-ELECT LORD KERR OF KINLOCHARD AS A DIRECTOR | | Management | For | *Management Position Unknown |
| OF THE COMPANY | | | | |
6. | RE-ELECT MR. JEREON VAN DER VEER AS A DIRECTOR | | Management | For | *Management Position Unknown |
| OF THE COMPANY | | | | |
7. | RE-ELECT MR. ROB ROUTS AS A DIRECTOR OF THE COMPANY | | Management | For | *Management Position Unknown |
8. | RE-ELECT MR. WIM KOK AS A DIRECTOR OF THE COMPANY | | Management | For | *Management Position Unknown |
9. | RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE | | Management | For | *Management Position Unknown |
| ACCOUNTANT OF THE COMPANY | | | | |
10. | AUTHORIZE THE MANAGEMENT BOARD TO SETTLE THE | | Management | For | *Management Position Unknown |
| REMUNERATION OF THE AUDITORS FOR2006 | | | | |
| | | | | |
| | | | | |
11. | APPROVE THE AUTHORIZATION TO ACQUIRE SHARES | | Management | For | *Management Position Unknown |
12. | APPROVE THE AUTHORIZATION TO LIMIT PRE-EMPTIVE | | Management | For | *Management Position Unknown |
| RIGHTS | | | | |
13. | APPROVE THE AUTHORIZATION TO PURCHASE ROYAL DUTCH | | Management | For | *Management Position Unknown |
| SHELL PLC SHARES | | | | |
14. | APPROVE THE AUTHORIZATION TO MAKE DONATIONS | | Management | For | *Management Position Unknown |
15. | PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: | | Shareholder | Against | *Management Position Unknown |
| APPROVE THE ISSUE RAISED BY SHAREHOLDERS | | | | |
| | | | | |
| | | | | |
* | CLOSING | | Non-Voting | | *Management Position Unknown |
| | | | | |
| | | | | |
| | | | | |
TAIWAN SEMICONDUCTOR MFG. CO. LTD. | | | TSM | | Annual Meeting Date: 05/16/2006 |
Issuer: 874039 | | ISIN: | | | |
SEDOL: | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
01 | TO ACCEPT 2005 BUSINESS REPORT AND FINANCIAL | | Management | For | For |
| STATEMENTS. | | | | |
02 | TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2005 | | Management | For | For |
| PROFITS. | | | | |
03 | TO APPROVE THE CAPITALIZATION OF 2005 DIVIDENDS, | | Management | | |
| 2005 EMPLOYEE PROFIT SHARING, AND CAPITAL SURPLUS. | | | | |
04 | TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. | | Management | For | For |
| | | | | |
05 | DIRECTOR | | Management | | |
| | | | | |
| | MORRIS CHANG* | Management | Withheld | Against |
| | J.C. LOBBEZOO*+ | Management | Withheld | Against |
| | F.C. TSENG* | Management | Withheld | Against |
| | STAN SHIH* | Management | For | For |
| | CHINTAY SHIH*++ | Management | Withheld | Against |
| | SIR PETER L. BONFIELD* | Management | For | For |
| | LESTER CARL THUROW* | Management | For | For |
| | RICK TSAI* | Management | Withheld | Against |
| | CARLETON S. FIORINA* | Management | For | For |
| | JAMES C. HO**++ | Management | Withheld | Against |
| | MICHAEL E. PORTER** | Management | For | For |
| | | | | |
| | | | | |
| | | | | |
COMMERZBANK AG, FRANKFURT | | | | | AGM Meeting Date: 05/17/2006 |
Issuer: D15642107 | | ISIN: DE0008032004 | | | |
SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 4325538, 5135048, 5700037, 6223641, 7158418, B033823 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
1. | PRESENTATION OF THE ESTABLISHED FINANCIAL STATEMENTS | | Non-Voting | | *Management Position Unknown |
| AND MANAGEMENT REPORT OF COMMERZBANK AKTIENGESELLSCHAFT | | | | |
| FOR THE 2005 FY, TOGETHER WITH THE PRESENTATION | | | | |
| OF THE APPROVED FINANCIAL STATEMENTS AND MANAGEMENT | | | | |
| REPORT OF THE COMMERZBANK AKTIENGESELLSCHAFT | | | | |
| FOR THE 2005 FY, TOGETHER WITH THE PRESENTATION | | | | |
| OF THE APPROVED FINANCIAL STATEMENTS AND MANAGEMENT | | | | |
| REPORT OF THE COMMERZBANK GROUP FOR THE 2005 | | | | |
| FINANCIAL YEAR AND THE REPORT OF THE SUPERVISORY | | | | |
| BOARD | | | | |
2. | RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE | | Management | For | *Management Position Unknown |
| PROFIT- TO PAY A DIVIDEND OF EUR 0.50 | | | | |
| | | | | |
| | | | | |
3. | RESOLUTION ON THE APPROVAL OF THE ACTIONS OF | | Management | For | *Management Position Unknown |
| THE MEMBERS OF THE BOARD OF MANAGING DIRECTORS | | | | |
| | | | | |
| | | | | |
4. | RESOLUTION ON THE FORMAL APPROVAL OF ACTIONS | | Management | For | *Management Position Unknown |
| OF THE MEMBERS OF THE SUPERVISORY BOARD | | | | |
| | | | | |
| | | | | |
5. | RESOLUTION ON THE ELECTION OF PROF. H.C. (CHN) | | Management | For | *Management Position Unknown |
| DR. RER. OEC. ULRICH MIDDELMANN AS A NEW MEMBER | | | | |
| TO THE SUPERVISORY BOARD | | | | |
| | | | | |
6. | RESOLUTION ON THE APPOINTMENT OF THE PRICEWATERHOUSECOOPERS | | Management | For | *Management Position Unknown |
| AS THE AUDITORS FOR THE 2006 FY | | | | |
| | | | | |
| | | | | |
7. | RESOLUTION ON AN AMENDMENT TO ARTICLE 11(4) OF | | Management | For | *Management Position Unknown |
| THE ARTICLES OF ASSOCIATION | | | | |
8. | RESOLUTION ON AN AMENDMENT TO ARTICLE 18(2) OF | | Management | For | *Management Position Unknown |
| THE ARTICLES OF ASSOCIATION | | | | |
9. | RESOLUTION ON THE AUTHORIZATION FOR COMMERZBANK | | Management | For | *Management Position Unknown |
| AKTIENGESELLSCHAFT TO PURCHASE ITS OWN SHARES | | | | |
| FOR THE PURPOSE OF SECURITIES TRADING, PURSUANT | | | | |
| TO ARTICLE 71(1) NO.7 AKTIENGESETZ | | | | |
| | | | | |
| | | | | |
10. | RESOLUTION ON THE AUTHORIZATION FOR COMMERZBANK | | Management | For | *Management Position Unknown |
| AKTIENGESELLSCHAFT TO PURCHASE AND USE ITS OWN | | | | |
| SHARES PURSUANT TO ARTICLE 71(1) NO.8 AKTIENGESETZ | | | | |
| WITH THE POSSIBILITY OF EXCLUDING SUBSCRIPTION | | | | |
| RIGHTS | | | | |
11. | RESOLUTION ON THE AUTHORIZATION FOR THE BOARD | | Management | For | *Management Position Unknown |
| OF MANAGING DIRECTORS TO INCREASE THE SHARE CAPITAL | | | | |
| (AUTHORIZED SHARE CAPITAL 2006/I) WITH THE POSSIBILITY | | | | |
| OF EXCLUDING SUBSCRIPTION RIGHTS PURSUANT TO | | | | |
| ARTICLE 186 (3) 4, AKTIENGESETZ- AND AMENDMENT | | | | |
| OF THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
12. | RESOLUTION ON THE AUTHORIZATION FOR THE BOARD | | Management | For | *Management Position Unknown |
| OF MANAGING DIRECTORS TO INCREASE THE BANKS SHARE | | | | |
| CAPITAL (AUTHORIZED SHARE CAPITAL 2006/II) WITH | | | | |
| THE POSSIBILITY OF EXCLUDING SUBSCRIPTION RIGHTS, | | | | |
| INTER ALIA, IF CONTRIBUTIONS IN KIND ARE MADE | | | | |
| - AND AMENDMENT OF THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
13. | RESOLUTION ON THE AUTHORIZATION FOR THE BOARD | | Management | For | *Management Position Unknown |
| OF MANAGING DIRECTORS TO INCREASE THE SHARE CAPITAL | | | | |
| (AUTHORIZED SHARE CAPITAL 2006/III) WITH THE | | | | |
| POSSIBILITY OF EXCLUDING SUBSCRIPTION RIGHTS, | | | | |
| FOR THE PURPOSE OF ISSUING SHARES TO EMPLOYEES | | | | |
| AND AMENDMENT OF THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
CREDIT AGRICOLE SA, PARIS | | | | | MIX Meeting Date: 05/17/2006 |
Issuer: F22797108 | | ISIN: FR0000045072 | BLOCKING | | |
SEDOL: 7262610, 7688272, B02PS08, B032831, B043J41, B0ZGJB6 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
* | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING | | Non-Voting | | *Management Position Unknown |
| ID 287415 DUE TO ADDITIONAL RESOLUTIONS. ALL | | | | |
| VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE | | | | |
| DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON | | | | |
| THIS MEETING NOTICE. THANK YOU | | | | |
| | | | | |
* | A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE | | Non-Voting | | *Management Position Unknown |
| SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE | | | | |
| INFORMATION. VERIFICATION PERIOD: REGISTERED | | | | |
| SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, | | | | |
| DEPENDS ON THE COMPANY S BY-LAWS. BEARER SHARES: | | | | |
| 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT | | | | |
| SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE | | | | |
| PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO | | | | |
| OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND | | | | |
| DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT | | | | |
| SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD | | | | |
| VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS | | | | |
| THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON | | | | |
| ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED | | | | |
| INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN | | | | |
| THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. | | | | |
| IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN | | | | |
| ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT | | | | |
| ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE | | | | |
| MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS | | | | |
| SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) | | | | |
| FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL | | | | |
| AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED | | | | |
| TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF | | | | |
| THE POSITION CHANGE VIA THE ACCOUNT POSITION | | | | |
| COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT | | | | |
| WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE | | | | |
| NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS | | | | |
| WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED | | | | |
| TO AMEND THE VOTE INSTRUCTION AND RELEASE THE | | | | |
| SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. | | | | |
| THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS | | | | |
| WITH A SETTLEMENT DATE PRIOR TO MEETING DATE | | | | |
| + 1 | | | | |
O.5 | RATIFY THE CO-OPTATION OF MR. JEAN-ROGER DROUET | | Management | Against | *Management Position Unknown |
| AS A DIRECTOR, TO REPLACE MR.JEAN-CLAUDE PICHON, | | | | |
| FOR THE REMAINDER OF MR. JEAN-CLAUDE PICHON S | | | | |
| TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS | | | | |
| MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS | | | | |
| FOR THE FYE 31 DEC 2007 | | | | |
| | | | | |
O.6 | ACKNOWLEDGE MR. PIERRE KERFRIDEN S RESIGNATION | | Management | Against | *Management Position Unknown |
| AND APPOINT MR. BRUNO DE LAAGEAS A DIRECTOR, | | | | |
| FOR THE REMAINDER OF MR. PIERRE KERFRIDEN S TERM | | | | |
| OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING | | | | |
| CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR | | | | |
| THE FYE 31 DEC 2006 | | | | |
| | | | | |
O.7 | APPROVE TO RENEW THE APPOINTMENT OF MR. NOEL | | Management | Against | *Management Position Unknown |
| DUPUY AS A DIRECTOR FOR A 3-YEARPERIOD | | | | |
| | | | | |
| | | | | |
O.3 | ACKNOWLEDGE THAT: THE NET INCOME FOR THE FY IS | | Management | For | *Management Position Unknown |
| OF EUR 2,450,087,502.11, THE PRIOR RETAINED EARNINGS | | | | |
| IS OF EUR 232,213,796.33 I.E. A TOTAL OF EUR | | | | |
| 2,682,301,298.44; APPROVE THAT THIS DISTRIBUTABLE | | | | |
| INCOME BE APPROPRIATED AS FOLLOWS: TO THE LEGAL | | | | |
| RESERVE, 5% OF THE NET INCOME, I.E. EUR 122,504,375.11, | | | | |
| TO THE TOTAL DIVIDEND: EUR 1,407,482,962.94, | | | | |
| TO THE RETAINED EARNINGS: EUR 1,152,313,960.39; | | | | |
| THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND | | | | |
| OF EUR 0.94 PER SHARE, AND WILL ENTITLE TO THE | | | | |
| 40% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE; | | | | |
| THIS DIVIDEND WILL BE PAID ON 29 MAY 2006; IN | | | | |
| THE EVENT THAT THE COMPANY HOLDS SOME OF ITS | | | | |
| OWN SHARES ON SUCH DATE, THE AMOUNT OF THE UNPAID | | | | |
| DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO | | | | |
| THE RETAINED EARNINGS ACCOUNT | | | | |
| | | | | |
O.9 | APPROVE TO RENEW THE APPOINTMENT OF MR. ROGER | | Management | Against | *Management Position Unknown |
| GOBIN AS A DIRECTOR FOR A 3 YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.8 | APPROVE TO RENEW THE APPOINTMENT OF MRS. CAROLE | | Management | Against | *Management Position Unknown |
| GIRAUD AS A DIRECTOR FOR A 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.4 | RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON | | Management | For | *Management Position Unknown |
| AGREEMENTS GOVERNED BY ARTICLESL. 225-38 ET SEQ. | | | | |
| OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID | | | | |
| REPORT AND THE AGREEMENTS REFERRED TO THEREIN | | | | |
| | | | | |
O.1 | RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF | | Management | For | *Management Position Unknown |
| DIRECTORS AND THE AUDITORS GENERAL REPORT, AND | | | | |
| APPROVE THE COMPANY S FINANCIAL STATEMENTS AND | | | | |
| THE BALANCE SHEET FOR THE YE 31 DEC 2005; APPROVE | | | | |
| THE CHARGES AND EXPENSES THAT WERE NOT TAX-DEDUCTIBLE | | | | |
| OF EUR 44,109.00 WITH A CORRESPONDING TAX OF | | | | |
| EUR 15,408.74 | | | | |
O.2 | RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS | | Management | For | *Management Position Unknown |
| AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED | | | | |
| FINANCIAL STATEMENTS FOR THE SAID FY | | | | |
| | | | | |
O.10 | APPROVE TO RENEW THE APPOINTMENT OF MR. BERNARD | | Management | Against | *Management Position Unknown |
| MARY AS A DIRECTOR FOR A 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.11 | APPROVE TO RENEW THE APPOINTMENT OF MR. JEAN-PIERRE | | Management | Against | *Management Position Unknown |
| PARGADE AS A DIRECTOR FORA 3-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.12 | APPROVE TO RENEW THE APPOINTMENT OF THE COMPANY | | Management | Against | *Management Position Unknown |
| SAS RUE LA BOETIE AS A DIRECTOR FOR A 3-YEAR | | | | |
| PERIOD | | | | |
| | | | | |
O.13 | ACKNOWLEDGE THAT THE TERM OF OFFICE, AS THE STATUTORY | | Management | For | *Management Position Unknown |
| AUDITOR, OF THE COMPANY, BARBIER, FRINAULT ET | | | | |
| AUTRES IS OVER AT THE END OF THE PRESENT MEETING | | | | |
| AND APPROVE TO RENEW THE APPOINTMENT OF BARBIER, | | | | |
| FRINAULT ET AUTRES AS THE STATUTORY AUDITOR FOR | | | | |
| A 6-YEAR PERIOD | | | | |
| | | | | |
O.14 | ACKNOWLEDGE THAT THE TERM OF OFFICE OF THE COMPANY | | Management | For | *Management Position Unknown |
| PRICEWATERHOUSECOOPERS AUDIT, AS THE STATUTORY | | | | |
| AUDITOR, IS OVER AT THE END OF THE PRESENT MEETING | | | | |
| AND APPROVE TO RENEW THE APPOINTMENT OF PRICEWATERHOUSECOOPERS | | | | |
| AUDIT AS THE STATUTORY AUDITOR FOR A 6-YEAR PERIOD | | | | |
| | | | | |
| | | | | |
O.15 | ACKNOWLEDGE THAT THE TERM OF OFFICE, AS THE DEPUTY | | Management | For | *Management Position Unknown |
| AUDITOR, OF MR. PIERRE COLL IS OVER AT THE END | | | | |
| OF THE PRESENT MEETING AND APPROVE TO RENEW THE | | | | |
| APPOINTMENT OF MR. PIERRE COLL AS THE DEPUTY | | | | |
| AUDITOR OF THE COMPANY PRICEWATERHOUSECOOPERS | | | | |
| AUDIT FOR A 6-YEAR PERIOD | | | | |
| | | | | |
O.16 | ACKNOWLEDGE THAT THE TERM OF OFFICE OF MR. ALAIN | | Management | For | *Management Position Unknown |
| GROSMAN, AS THE DEPUTY AUDITOR, IS OVER AT THE | | | | |
| END OF THE PRESENT MEETING AND APPOINT AS THE | | | | |
| DEPUTY AUDITOR OF THE COMPANY BARBIER, FRINAULT | | | | |
| ET AUTRES, THE COMPANY PICARLE ET ASSOCIES FOR | | | | |
| A 6-YEAR PERIOD | | | | |
| | | | | |
O.17 | APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 850,000.00 | | Management | For | *Management Position Unknown |
| TO THE DIRECTORS | | | | |
O.18 | AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| TO THE AUTHORIZATION GRANTED BY THE ORDINARY | | | | |
| SHAREHOLDERS MEETING OF 18 MAY 2005, TO TRADE | | | | |
| IN THE COMPANY S SHARES ON THE STOCK MARKET, | | | | |
| SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM | | | | |
| PURCHASE PRICE: EUR 45.00; MAXIMUM NUMBER OF | | | | |
| SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, | | | | |
| OR 5% OF ITS CAPITAL WHEN THE SHARE ARE ACQUIRED | | | | |
| BY THE COMPANY WITH A VIEW TO THEIR RETENTION | | | | |
| OR THEIR SUBSEQUENT DELIVERY IN PAYMENT OR EXCHANGE | | | | |
| AS PART OF A MERGER, DIVESTMENT OR CAPITAL CONTRIBUTION; | | | | |
| MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: | | | | |
| EUR 3,000,000,000.00; AUTHORITY EXPIRES THE | | | | |
| EARLIER OF THE RENEWAL BY ANOTHER ORDINARY SHAREHOLDERS | | | | |
| MEETING OR 18 MONTHS ; TO TAKE ALL NECESSARY | | | | |
| MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES | | | | |
| | | | | |
E.19 | AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| OF THE UNUSED PART OF THE AUTHORIZATION GRANTED | | | | |
| BY THE SHAREHOLDERS MEETING OF 18 MAY 2005, THE | | | | |
| NECESSARY POWERS TO INCREASE THE CAPITAL, ON | | | | |
| ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY | | | | |
| A MAXIMUM NOMINAL AMOUNT OF EUR 4,000,000,000.00, | | | | |
| BY ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS | | | | |
| MAINTAINED, OF ORDINARY SHARES OF THE COMPANY | | | | |
| AND, OR OF ANY OTHER SECURITIES GIVING RIGHT | | | | |
| BY ALL MEANS TO THE SHARE CAPITAL; THE MAXIMUM | | | | |
| NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE | | | | |
| ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00; | | | | |
| AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; | | | | |
| TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES, TO CHARGES THE ISSUANCE | | | | |
| COSTS, RIGHTS AND FEES AGAINST THE RELATED PREMIUMS | | | | |
| AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY | | | | |
| TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE | | | | |
| NEW CAPITAL AFTER EACH INCREASE | | | | |
| | | | | |
E.20 | AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| OF THE UNUSED PART OF THE AUTHORIZATION GRANTED | | | | |
| ON 18 MAY 2005, TO INCREASE THE CAPITAL, IN ONE | | | | |
| OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A | | | | |
| MAXIMUM NOMINAL AMOUNT OF EUR 900,000,000.00, | | | | |
| BY ISSUANCE, WITH OUT PRE-EMPTIVE SUBSCRIPTION | | | | |
| RIGHTS, OF ORDINARY SHARES OF THE COMPANY AND/OR | | | | |
| OF ANY OTHER SECURITIES GIVING ACCESS BY ALL | | | | |
| MEANS TO THE SHARE CAPITAL, THE MAXIMUM NOMINAL | | | | |
| AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED | | | | |
| SHALL NOT EXCEED EUR 5,000,000,000.00; THE WHOLE | | | | |
| WITH IN THE LIMIT OF THE FRACTION UNUSED OF THE | | | | |
| CEILINGS SET FORTH IN RESOLUTION E.19 BEING SPECIFIED | | | | |
| THAT ANY ISSUE CARRIED OUT AS PER THE PRESENT | | | | |
| RESOLUTION SHALL COUNT AGAINST THE OR THE SAID | | | | |
| CORRESPONDING CEILING CEILINGS ; AUTHORITY | | | | |
| EXPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL | | | | |
| NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY | | | | |
| FORMALITIES; TO CHARGE THE ISSUANCE COSTS, RIGHTS | | | | |
| AND FEES AGAINST THE RELATED AND FEES AGAINST | | | | |
| THE RELATED PREMIUMS AND DEDUCT FROM THE PREMIUMS | | | | |
| THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE | | | | |
| TO 1/10 OF THE NEW CAPITAL AFTER EACH INCREASE | | | | |
| | | | | |
| | | | | |
E.21 | AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE | | Management | For | *Management Position Unknown |
| THE NUMBER OF SECURITIES TO BE ISSUED IN THE | | | | |
| EVENT OF A CAPITAL INCREASE, FOR EACH OF THE | | | | |
| ISSUES WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION | | | | |
| RIGHT OF SHAREHOLDERS, AT THE SAME PRICE AS THE | | | | |
| INITIAL ISSUE, WITHIN 30 DAYS OF THE CLOSING | | | | |
| OF THE SUBSCRIPTION PERIOD AND UP TO A MAXIMUM | | | | |
| OF 15% OF THE INITIAL ISSUE; AUTHORITY EXPIRES | | | | |
| AT THE CONCLUSION OF 26 MONTHS ; THE MAXIMUM | | | | |
| AMOUNT OF THE CAPITAL INCREASES REALIZED ACCORDINGLY | | | | |
| TO THE PRESENT DELEGATION, SHALL COUNT AGAINST | | | | |
| THE LIMIT OF THE OVERALL CEILINGS OF CAPITAL | | | | |
| INCREASE SET FORTH IN RESOLUTIONS E.19 AND E.20 | | | | |
| | | | | |
E.22 | AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE | | Management | For | *Management Position Unknown |
| THE SHARE CAPITAL UP TO 10% OF THE SHARE CAPITAL, | | | | |
| IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND | | | | |
| GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL | | | | |
| SECURITIES OR SECURITIES GIVING ACCESS TO SHARE | | | | |
| CAPITAL; AUTHORITY EXPIRES AT THE CONCLUSION | | | | |
| OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES | | | | |
| AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE | | | | |
| MAXIMUM AMOUNT OF THE CAPITAL INCREASES REALIZED | | | | |
| ACCORDINGLY TO THE PRESENT DELEGATION, SHALL | | | | |
| COUNT AGAINST THE LIMIT OF THE OVERALL CEILINGS | | | | |
| SET FORTH IN RESOLUTION E.20 | | | | |
| | | | | |
| | | | | |
E.23 | AUTHORIZE THE BOARD OF DIRECTORS WITHIN THE LIMIT | | Management | Against | *Management Position Unknown |
| OF 5% OF THE COMPANY S SHARE CAPITAL PER YEAR, | | | | |
| TO SET THE ISSUE PRICE OF THE ORDINARY SHARES | | | | |
| OR SECURITIES TO BE ISSUED, IN ACCORDANCE WITH | | | | |
| THE TERMS AND CONDITIONS DETERMINED BY THE SHAREHOLDER | | | | |
| S MEETING | | | | |
| | | | | |
E.24 | AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| OF THE UNUSED FRACTION OF THE AUTHORIZATION GRANTED | | | | |
| BY THE COMBINED SHAREHOLDERS MEETING OF 18 MAY | | | | |
| 2005, TO INCREASE THE SHARE CAPITAL, IN ONE OR | | | | |
| MORE OCCASIONS, TO A MAXIMUM NOMINAL AMOUNT OF | | | | |
| EUR 3,000,000,000.00, BY WAY OF CAPITALIZING | | | | |
| RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED | | | | |
| THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND | | | | |
| UNDER THE BY-LAWS, BY ISSUING BONUS SHARES OR | | | | |
| RAISING THE PAR VALUE OF EXISTING SHARES, OR | | | | |
| BY A COMBINATION OF THESE METHODS; THIS AMOUNT | | | | |
| IS INDEPENDENT FROM THE OVERALL CEILING FIXED | | | | |
| IN RESOLUTIONS E.19 AND E.20 OF THE PRESENT MEETING; | | | | |
| AUTHORITY EXPIRES AT THE CONCLUSION OF 26 MONTHS | | | | |
| ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES | | | | |
| | | | | |
E.25 | AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| TO THE AUTHORIZATION GRANTED BY RESOLUTION 21 | | | | |
| OF THE COMBINED SHAREHOLDERS MEETING OF 21 MAY | | | | |
| 2003, TO GRANT IN ONE OR MORE TRANSACTIONS, TO | | | | |
| EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY | | | | |
| AND OF RELATED COMPANIES, OPTIONS GIVING THE | | | | |
| RIGHT EITHER TO SUBSCRIBE FOR SHARES, OR TO PURCHASE | | | | |
| EXISTING SHARES PURCHASED BY THE COMPANY, IT | | | | |
| BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE | | | | |
| RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL | | | | |
| EXCEED 2% OF THE SHARE CAPITAL; AUTHORITY EXPIRES | | | | |
| AT THE CONCLUSION OF 38 MONTHS ; AND TO TAKE | | | | |
| ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY | | | | |
| FORMALITIES | | | | |
| | | | | |
E.26 | AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| TO THE AUTHORIZATION GRANTED BY RESOLUTION 20 | | | | |
| OF THE SHAREHOLDERS MEETING OF 18 MAY 2005, TO | | | | |
| INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, | | | | |
| AT ITS SOLE DISCRETION, BY WAY OF ISSUING SHARES | | | | |
| IN FAVOR OF EMPLOYEES OF THE GROUP CREDIT AGRICOLE | | | | |
| WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY | | | | |
| EXPIRES AT THE CONCLUSION OF 26 MONTHS ; FOR | | | | |
| AN AMOUNT THAT SHALL NOT EXCEED EUR 150,000,000.00; | | | | |
| THIS AMOUNT SHALL NOT COUNT AGAINST THE AMOUNT | | | | |
| OF CAPITAL INCREASES RESULTING FROM THE PREVIOUS | | | | |
| RESOLUTIONS; AND TO TAKE ALL NECESSARY MEASURES | | | | |
| AND ACCOMPLISH ALL NECESSARY FORMALITIES | | | | |
| | | | | |
| | | | | |
E.27 | AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE | | Management | Against | *Management Position Unknown |
| THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, | | | | |
| BY WAY OF ISSUING NEW SHARES IN FAVOR OF THE | | | | |
| COMPANY CREDIT AGRICOLE INTERNATIONAL EMPLOYEES; | | | | |
| AUTHORITY IS GIVEN FOR A PERIOD EXPIRING ON | | | | |
| THE DAY OF SHAREHOLDER S MEETING ; APPROVE THE | | | | |
| 2006 FINANCIAL STATEMENTS AND FOR AN AMOUNT THAT | | | | |
| SHALL NOT EXCEED EUR 40,000,000.00; TO TAKE ALL | | | | |
| NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY | | | | |
| FORMALITIES | | | | |
| | | | | |
E.28 | AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE | | Management | Against | *Management Position Unknown |
| THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, | | | | |
| BY WAY OF ISSUING SHARES TO BE PAID IN CASH IN | | | | |
| FAVOR OF EMPLOYEES OF THE GROUP CREDIT AGRICOLE, | | | | |
| WHO ARE MEMBERS OF THE COMPANY SAVINGS PLAN IN | | | | |
| THE UNITED STATES; AUTHORITY EXPIRES AT THE | | | | |
| CONCLUSION OF 18 MONTHS ; AND FOR AN AMOUNT THAT | | | | |
| SHALL NOT EXCEED EUR 40,000,000.00; TO TAKE ALL | | | | |
| NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY | | | | |
| FORMALITIES | | | | |
E.29 | AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION | | Management | For | *Management Position Unknown |
| TO THE AUTHORIZATION GRANTED BY THE SHAREHOLDER | | | | |
| S MEETING OF 18 MAY 2005, TO REDUCE THE SHARE | | | | |
| CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS SOLE | | | | |
| DISCRETION, BY CANCELING ALL OR PART OF THE SHARES | | | | |
| HELD BY THE COMPANY IN CONNECTION WITH THE STOCK | | | | |
| REPURCHASE PLAN DECIDED IN RESOLUTION O.18 OR | | | | |
| FUTURE AUTHORIZATIONS, UP TO A MAXIMUM OF 10% | | | | |
| OF THE SHARE CAPITAL OVER A 24 MONTHS PERIOD; | | | | |
| AUTHORITY EXPIRES AT THE CONCLUSION OF 24 MONTHS | | | | |
| ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH | | | | |
| ALL NECESSARY FORMALITIES | | | | |
| | | | | |
| | | | | |
E.30 | AMEND THE QUORUM REQUIRED FOR THE VALIDITY OF | | Management | For | *Management Position Unknown |
| THE ORDINARY AND THE EXTRAORDINARY SHAREHOLDERS | | | | |
| MEETINGS, IN ORDER TO BRING IT INTO CONFORMITY | | | | |
| WITH THE CURRENT LEGAL AND REGULATORY REQUIREMENTS | | | | |
| AND THE ARTICLES OF THE BY LAWS: 26 ORDINARY | | | | |
| SHAREHOLDER S MEETING , 27 EXTRAORDINARY SHAREHOLDERS | | | | |
| MEETING | | | | |
E.31 | GRANT FULL POWERS TO THE BEARER OF AN ORIGINAL, | | Management | For | *Management Position Unknown |
| A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING | | | | |
| TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER | | | | |
| FORMALITIES PRESCRIBED BY LAW | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
DEUTSCHE LUFTHANSA AG | | | | | AGM Meeting Date: 05/17/2006 |
Issuer: D1908N106 | | ISIN: DE0008232125 | | | |
SEDOL: 2144014, 5287488, 7158430, B01D698, B0ZKV89 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
1. | PRESENTATION OF THE AUDITED FINANCIAL STATEMENTS, | | Non-Voting | | *Management Position Unknown |
| THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS, | | | | |
| THE MANAGEMENT REPORT FOR THE COMPANY AND THE | | | | |
| GROUP FOR THE 2005 FY AS WELL AS THE REPORT OF | | | | |
| THE SUPERVISORY BOARD | | | | |
2. | APPROPRIATION OF THE DISTRIBUTABLE PROFIT FOR | | Management | For | *Management Position Unknown |
| THE 2005 FY | | | | |
3. | APPROVAL OF EXECUTIVE BOARD S ACTS FOR THE 2005 | | Management | For | *Management Position Unknown |
| FY | | | | |
4. | APPROVAL OF SUPERVISORY BOARD S ACTS FOR THE | | Management | For | *Management Position Unknown |
| 2005 FY | | | | |
5. | AUTHORISATION TO ISSUE THE CONVERTIBLE BOND AND | | Management | For | *Management Position Unknown |
| BONDS WITH WARRANTS ATTACHED, PROFIT PARTICIPATION | | | | |
| RIGHTS AND/OR INCOME BONDS OR A COMBINATION | | | | |
| OF THESE INSTRUMENTS , CANCELLATION OF THE PREVIOUS | | | | |
| AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND | | | | |
| BONDS WITH WARRANTS ATTACHED, CREATION OF CONDITIONAL | | | | |
| CAPITAL AND AMENDMENT TO THE ARTICLES OF ASSOCIATION | | | | |
| | | | | |
6. | AUTHORISATION TO PURCHASE OWN SHARES | | Management | For | *Management Position Unknown |
| | | | | |
7. | AMENDMENT TO THE ARTICLES OF ASSOCIATION TO MEET | | Management | For | *Management Position Unknown |
| THE REQUIREMENTS OF GERMANY S LAW ON CORPORATE | | | | |
| INTEGRITY AND MODERNIZATION OF THE RIGHT OF CHALLENGE | | | | |
| UMAG | | | | |
8. | APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS | | Management | For | *Management Position Unknown |
| FOR THE ANNUAL FINANCIAL STATEMENTS IN THE 2006 | | | | |
| FY | | | | |
| | | | | |
* | PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED | | Non-Voting | | *Management Position Unknown |
| DEPENDING ON SOME SUBCUSTODIANS PROCESSING IN | | | | |
| THE MARKET. PLEASE CONTACT YOUR ADP CLIENT SERVICE | | | | |
| REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION | | | | |
| FOR YOUR ACCOUNTS. | | | | |
* | COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS | | Non-Voting | | *Management Position Unknown |
| MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION | | | | |
| IS AVAILABLE IN THE MATERIAL URL SECTION OF THE | | | | |
| APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS, | | | | |
| YOU WILL NEED TO REQUEST A MEETING ATTEND AND | | | | |
| VOTE YOUR SHARES AT THE COMPANYS MEETING. | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
GLAXOSMITHKLINE | | | | | AGM Meeting Date: 05/17/2006 |
Issuer: G3910J112 | | ISIN: GB0009252882 | | | |
SEDOL: 0925288, 4907657, B01DHS4 | | | | | |
| | | | | |
Vote Group: GLOBAL | | | | | |
| | | | | |
Proposal | | | Proposal | Vote | For or Against |
Number | Proposal | | Type | Cast | Mgmt. |
1. | RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE | | Management | For | *Management Position Unknown |
| FINANCIAL STATEMENTS FOR THE YE 31 DEC 2005 | | | | |
| | | | | |
| | | | | |
2. | APPROVE THE REMUNERATION REPORT FOR THE YE 31 | | Management | For | *Management Position Unknown |
| DEC 2005 | | | | |
3. | ELECT DR. MONCEF SLAOUI AS A DIRECTOR OF THE | | Management | For | *Management Position Unknown |
| COMPANY | | | | |
4. | ELECT MR. TOM DE SWAAN AS A DIRECTOR OF THE COMPANY | | Management | For | *Management Position Unknown |
| | | | | |
5. | RE-ELECT MR. LARRY CULP AS A DIRECTOR OF THE | | Management | For | *Management Position Unknown |
| COMPANY | | | | |
6. | RE-ELECT SIR. CRISPIN DAVIS AS A DIRECTOR OF | | Management | For | *Management Position Unknown |
| THE COMPANY | | | | |
7. | RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF | | Management | For | *Management Position Unknown |
| THE COMPANY | | | | |
8. | AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSCOOPERS | | Management | For | *Management Position Unknown |
| LLP AS THE AUDITORS TO THE COMPANY UNTIL THE | | | | |
| END OF THE NEXT MEETING AT WHICH ACCOUNTS ARE | | | | |
| LAID BEFORE THE COMPANY | | | | |
| | | | | |
9. | AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE | | Management | For | *Management Position Unknown |
| REMUNERATION OF THE AUDITORS | | | | |
10. | AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C | | Management | For | *Management Position Unknown |
| OF THE COMPANIES ACT 1985 THE ACT , TO MAKE | | | | |
| DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO | | | | |
| INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM | | | | |
| AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES | | | | |
| THE EARLIER OF THE CONCLUSION OF THE NEXT AGM | | | | |
| IN 2007 OR 16 NOV 2007 | | | | |
11. | AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR | | Management | For | *Management Position Unknown |
| ALL SUBSTITUTING AUTHORITIES, TO ALLOT RELEVANT | | | | |
| SECURITIES SECTION 80 OF THE ACT UP TO AN AGGREGATE | | | | |
| NOMINAL AMOUNT OF GBP 485,201,557; AUTHORITY | | | | |
| EXPIRES THE EARLIER OF THE CONCLUSION OF THE | | | | |
| COMPANY S AGM IN 2007 OR 16 NOV 2007 ; AND THE | | | | |
| DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER | | | | |
| THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF | | | | |
| SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH | | | | |
| EXPIRY | | | | |
| | | | | |
S.12 | AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF | | Management | For | *Management Position Unknown |
| ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION | | | | |
| AND PURSUANT TO SECTION 95 OF THE ACT, TO ALLOT | | | | |
| EQUITY SECURITIES SECTION 94 OF THE ACT FOR | | | | |
| CASH PURSUANT TO THE AUTHORITY CONFERRED ON DIRECTORS | | | | |
| BY RESOLUTION 11 AND /OR WHERE SUCH ALLOTMENT | | | | |
| CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES | | | | |
| BY VIRTUE OF SECTION 94(3A)OF THE ACT, DISAPPLYING | | | | |
| THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) | | | | |
| , PROVIDED THAT THIS POWER IS LIMITED TO THE | | | | |
| ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION | | | | |
| WITH A RIGHTS ISSUE AS DEFINED IN ARTICLE 12.5 | | | | |
| OF THE COMPANY S ARTICLES OF ASSOCIATION PROVIDED | | | | |
| THAT AN OFFER OF EQUITY SECURITIES PURSUANT TO | | | | |
| ANY SUCH RIGHTS ISSUE NEED NOT BE OPEN TO ANY | | | | |
| SHAREHOLDER HOLDING ORDINARY SHARES AS TREASURY | | | | |
| SHARES; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT | | | | |
| OF GBP 72,780,233; AUTHORITY EXPIRES THE EARLIER | | | | |
| OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY | | | | |
| IN 2007 OR ON 16 NOV 2007 ; AND THE DIRECTORS | | | | |
| TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF | | | | |
| THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER | | | | |
| OR AGREEMENT MADE PRIOR TO SUCH EXPIRY | | | | |
| | | | | |
| | | | | |
S.13 | AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION | | Management | For | *Management Position Unknown |
| 166 OF THE ACT, TO MAKE MARKET PURCHASES SECTION | | | | |
| 163 OF THE ACT OF UP TO 582,241,869 ORDINARY | | | | |
| SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P | | | | |
| AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS | | | | |
| FOR SUCH SHARES DERIVED FROM THE LONDON STOCK | | | | |
| EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS | | | | |
| 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER | | | | |
| OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY | | | | |
| HELD IN 2007 OR ON 16 NOV 2007 ; THE COMPANY, | | | | |
| BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE | | | | |
| ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED | | | | |
| WHOLLY OR PARTLY AFTER SUCH EXPIRY | | | | |
| | | | | |