Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1 | | Amend Articles to: Transition to a Company with | | Management | | For | | For |
| | Supervisory Committee | | | | | | |
2.1 | | Appoint a Director Takahara, Keiichiro | | Management | | For | | For |
2.2 | | Appoint a Director Takahara, Takahisa | | Management | | For | | For |
2.3 | | Appoint a Director Futagami, Gumpei | | Management | | For | | For |
2.4 | | Appoint a Director Ishikawa, Eiji | | Management | | For | | For |
2.5 | | Appoint a Director Mori, Shinji | | Management | | For | | For |
2.6 | | Appoint a Director Nakano, Kennosuke | | Management | | For | | For |
2.7 | | Appoint a Director Takai, Masakatsu | | Management | | For | | For |
2.8 | | Appoint a Director Miyabayashi, Yoshihiro | | Management | | For | | For |
3.1 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Takahara, Keiichiro | | | | | | |
3.2 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Takahara, Takahisa | | | | | | |
3.3 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Futagami, Gumpei | | | | | | |
3.4 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Ishikawa, Eiji | | | | | | |
3.5 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Mori, Shinji | | | | | | |
3.6 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Nakano, Kennosuke | | | | | | |
3.7 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Takai, Masakatsu | | | | | | |
3.8 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Miyabayashi, Yoshihiro | | | | | | |
4.1 | | Appoint a Director as Supervisory Committee | | Management | | For | | For |
| | Members Hirata, Masahiko | | | | | | |
4.2 | | Appoint a Director as Supervisory Committee | | Management | | For | | For |
| | Members Fujimoto, Kimisuke | | | | | | |
4.3 | | Appoint a Director as Supervisory Committee | | Management | | For | | For |
| | Members Maruyama, Shigeki | | | | | | |
5 | | Amend the Compensation to be received by | | Management | | For | | For |
| | Directors except as Supervisory Committee | | | | | | |
| | Members | | | | | | |
6 | | Amend the Compensation to be received by | | Management | | For | | For |
| | Directors as Supervisory Committee Members | | | | | | |
7 | | Approve Issuance of Share Acquisition Rights as | | Management | | For | | For |
| | Stock Options for Directors and Employees of the | | | | | | |
| | Company and the Company’s Subsidiaries | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1.1 | | Appoint a Director Koeda, Itaru | | Management | | For | | For |
1.2 | | Appoint a Director Uchinaga, Yukako | | Management | | For | | For |
1.3 | | Appoint a Director Urano, Mitsudo | | Management | | For | | For |
1.4 | | Appoint a Director Takasu, Takeo | | Management | | For | | For |
1.5 | | Appoint a Director Kaihori, Shuzo | | Management | | For | | For |
1.6 | | Appoint a Director Suzuki, Hiroshi | | Management | | For | | For |
2 | | Amend Articles to: Expand Business Lines | | Management | | For | | For |
3 | | Amend Articles to: Adopt Reduction of Liability | | Management | | For | | For |
| | System for Non-Executive Directors | | | | | | |
4.1 | | Shareholder Proposal: Dismiss a Director Suzuki, | | Shareholder | | Against | | For |
| | Hiroshi | | | | | | |
4.2 | | Shareholder Proposal: Dismiss a Director | | Shareholder | | Against | | For |
| | Kodama, Yukiharu | | | | | | |
4.3 | | Shareholder Proposal: Dismiss a Director Koeda, | | Shareholder | | Against | | For |
| | Itaru | | | | | | |
4.4 | | Shareholder Proposal: Dismiss a Director Aso, | | Shareholder | | Against | | For |
| | Yutaka | | | | | | |
4.5 | | Shareholder Proposal: Dismiss a Director Urano, | | Shareholder | | Against | | For |
| | Mitsudo | | | | | | |
4.6 | | Shareholder Proposal: Dismiss a Director | | Shareholder | | Against | | For |
| | Uchinaga, Yukako | | | | | | |
5 | | Shareholder Proposal: Elect a Director | | Shareholder | | Against | | For |
| | Takayama, Taizo | | | | | | |
6 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Individual Disclosure of Executive | | | | | | |
| | Compensation) | | | | | | |
7 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Separation of Roles of | | | | | | |
| | Chairperson of the Board of Directors and | | | | | | |
| | President & CEO) | | | | | | |
8 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Disclosure of Information | | | | | | |
| | regarding the Decision-making policy on | | | | | | |
| | compensation for Directors and Executive | | | | | | |
| | Officers) | | | | | | |
9 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Directors Mandatory Retirement at | | | | | | |
| | 70 Years of Age) | | | | | | |
10 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Appointment of Directors aged 40 | | | | | | |
| | or younger) | | | | | | |
11 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Provision relating to the Structure | | | | | | |
| | allowing Shareholders to Recommend | | | | | | |
| | Candidates for Directors to the Nomination | | | | | | |
| | Committee and Equal Treatment) | | | | | | |
12 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Provision relating to | | | | | | |
| | Communication between Shareholders and | | | | | | |
| | Directors and Relevant Handling) | | | | | | |
13 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Disclosure of Relationship with the | | | | | | |
| | Employee Stock Ownership Association of HOYA | | | | | | |
| | CORPORATION) | | | | | | |
14 | | Shareholder Proposal: Not to Reappoint the | | Shareholder | | Against | | For |
| | Accounting Auditor | | | | | | |
15 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation(Establishment of a Special | | | | | | |
| | Committee relating to Handling of Shareholder | | | | | | |
| | Proposal Rights) | | | | | | |
16 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a Special | | | | | | |
| | Committee relating to the Relationship between | | | | | | |
| | the Company and Mr. Katsutoshi Kaneda) | | | | | | |
17 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a Special | | | | | | |
| | Committee relating to Requests to Tape Rewrite | | | | | | |
| | Co., Ltd.) | | | | | | |
18 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a Special | | | | | | |
| | Committee relating to Discontinuation of | | | | | | |
| | Inorganic EL research) | | | | | | |
19 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a Special | | | | | | |
| | Committee relating to the Suspension of Rational | | | | | | |
| | Creation of New Businesses over the past 25 | | | | | | |
| | years) | | | | | | |
20 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a Special | | | | | | |
| | Committee relating to the Business Relationship | | | | | | |
| | with Kenko Tokina Co., Ltd.) | | | | | | |
21 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a Special | | | | | | |
| | Committee relating to Appropriateness of | | | | | | |
| | Hereditary succession of the Corporate manager | | | | | | |
| | and the effect on Shareholder value) | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1.1 | | Appoint a Director Sato, Yasuhiro | | Management | | For | | For |
1.2 | | Appoint a Director Tsuhara, Shusaku | | Management | | For | | For |
1.3 | | Appoint a Director Aya, Ryusuke | | Management | | For | | For |
1.4 | | Appoint a Director Shimbo, Junichi | | Management | | For | | For |
1.5 | | Appoint a Director Fujiwara, Koji | | Management | | For | | For |
1.6 | | Appoint a Director Takahashi, Hideyuki | | Management | | For | | For |
1.7 | | Appoint a Director Funaki, Nobukatsu | | Management | | For | | For |
1.8 | | Appoint a Director Ohashi, Mitsuo | | Management | | For | | For |
1.9 | | Appoint a Director Seki, Tetsuo | | Management | | For | | For |
1.10 | | Appoint a Director Kawamura, Takashi | | Management | | For | | For |
1.11 | | Appoint a Director Kainaka, Tatsuo | | Management | | For | | For |
1.12 | | Appoint a Director Abe, Hirotake | | Management | | For | | For |
1.13 | | Appoint a Director Ota, Hiroko | | Management | | For | | For |
2 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Organizations that decide | | | | | | |
| | dividends from surplus, etc.) | | | | | | |
3 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Exercise of voting rights of shares | | | | | | |
| | held for strategic reasons) | | | | | | |
4 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Preparation of an evaluation report | | | | | | |
| | in an appropriate manner) | | | | | | |
5 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a sexual | | | | | | |
| | harassment prevention system) | | | | | | |
6 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Record date of the ordinary | | | | | | |
| | general meeting of shareholders and other | | | | | | |
| | matters) | | | | | | |
7 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Prohibition of improper method of | | | | | | |
| | reaching a resolution) | | | | | | |
8 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Disclosure of minutes of the | | | | | | |
| | general meetings of shareholders) | | | | | | |
9 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Establishment of a system to | | | | | | |
| | prohibit fraud) | | | | | | |
10 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Withdrawal from Green Sheet | | | | | | |
| | market) | | | | | | |
11 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (Non-participation in the successor | | | | | | |
| | system of the Green Sheet market) | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1 | | Approve Appropriation of Surplus | | Management | | For | | For |
2 | | Amend Articles to: Transition to a Company with | | Management | | For | | For |
| | Supervisory Committee, Adopt Reduction of | | | | | | |
| | Liability System for Non-Executive Directors and | | | | | | |
| | Corporate Auditors | | | | | | |
3.1 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Nakao, Koji | | | | | | |
3.2 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Shintaku, Yutaro | | | | | | |
3.3 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Matsumura, Hiroshi | | | | | | |
3.4 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Mimura, Takayoshi | | | | | | |
3.5 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Oguma, Akira | | | | | | |
3.6 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Sato, Shinjiro | | | | | | |
3.7 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Arase, Hideo | | | | | | |
3.8 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Shoji, Kuniko | | | | | | |
3.9 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Takagi, Toshiaki | | | | | | |
3.10 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members David Perez | | | | | | |
3.11 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Shiraishi, Yoshiaki | | | | | | |
3.12 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Matsunaga, Mari | | | | | | |
3.13 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Mori, Ikuo | | | | | | |
3.14 | | Appoint a Director except as Supervisory | | Management | | For | | For |
| | Committee Members Ueda, Ryuzo | | | | | | |
4.1 | | Appoint a Director as Supervisory Committee | | Management | | For | | For |
| | Members Sekine, Kenji | | | | | | |
4.2 | | Appoint a Director as Supervisory Committee | | Management | | For | | For |
| | Members Matsumiya, Toshihiko | | | | | | |
4.3 | | Appoint a Director as Supervisory Committee | | Management | | For | | For |
| | Members Yone, Masatake | | | | | | |
5 | | Appoint a Substitute Director as Supervisory | | Management | | For | | For |
| | Committee Members Tabuchi, Tomohisa | | | | | | |
6 | | Amend the Compensation to be received by | | Management | | For | | For |
| | Directors except as Supervisory Committee | | | | | | |
| | Members | | | | | | |
7 | | Amend the Compensation to be received by | | Management | | For | | For |
| | Directors as Supervisory Committee Members | | | | | | |
8 | | Approve Payment of Bonuses to Directors | | Management | | For | | For |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
| | | | | | | | |
1 | | Approve Appropriation of Surplus | | Management | | For | | For |
2 | | Amend Articles to: Adopt Reduction of Liability | | Management | | For | | For |
| | System for Non-Executive Directors and | | | | | | |
| | Corporate Auditors | | | | | | |
3.1 | | Appoint a Director Kaiwa, Makoto | | Management | | For | | For |
3.2 | | Appoint a Director Harada, Hiroya | | Management | | For | | For |
3.3 | | Appoint a Director Sakamoto, Mitsuhiro | | Management | | For | | For |
3.4 | | Appoint a Director Watanabe, Takao | | Management | | For | | For |
3.5 | | Appoint a Director Okanobu, Shinichi | | Management | | For | | For |
3.6 | | Appoint a Director Sasagawa, Toshiro | | Management | | For | | For |
3.7 | | Appoint a Director Sakuma, Naokatsu | | Management | | For | | For |
3.8 | | Appoint a Director Hasegawa, Noboru | | Management | | For | | For |
3.9 | | Appoint a Director Yamamoto, Shunji | | Management | | For | | For |
3.10 | | Appoint a Director Ishimori, Ryoichi | | Management | | For | | For |
3.11 | | Appoint a Director Tanae, Hiroshi | | Management | | For | | For |
3.12 | | Appoint a Director Miura, Naoto | | Management | | For | | For |
3.13 | | Appoint a Director Nakano, Haruyuki | | Management | | For | | For |
3.14 | | Appoint a Director Masuko, Jiro | | Management | | For | | For |
3.15 | | Appoint a Director Sasaki, Takashi | | Management | | For | | For |
3.16 | | Appoint a Director Seino, Satoshi | | Management | | For | | For |
4.1 | | Appoint a Corporate Auditor Suzuki, Toshihito | | Management | | For | | For |
4.2 | | Appoint a Corporate Auditor Kato, Koki | | Management | | For | | For |
4.3 | | Appoint a Corporate Auditor Fujiwara, Sakuya | | Management | | For | | For |
4.4 | | Appoint a Corporate Auditor Uno, Ikuo | | Management | | For | | For |
4.5 | | Appoint a Corporate Auditor Baba, Chiharu | | Management | | For | | For |
5 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (1) | | | | | | |
6 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (2) | | | | | | |
7 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (3) | | | | | | |
8 | | Shareholder Proposal: Amend Articles of | | Shareholder | | Against | | For |
| | Incorporation (4) | | | | | | |
Item | | Proposal | | | Proposed | | Vote | | For/Against |
| | | | | by | | | | Management |
2 | | TO ADOPT THE REMUNERATION REPORT | | | Management | | For | | For |
3 | | IN ACCORDANCE WITH AND SUBJECT TO | | | Management | | For | | For |
| | THE TERMS OF THE COMPANY’S LONG- | | | | | | | |
| | TERM INCENTIVE PLAN FOR 2015, THAT | | | | | | | |
| | APPROVAL BE GIVEN FOR THE PURPOSES | | | | | | | |
| | OF THE ASX LISTING RULES (INCLUDING | | | | | | | |
| | ASX LISTING RULE 10.14) AND FOR ALL | | | | | | | |
| | OTHER PURPOSES FOR THE GRANT OF | | | | | | | |
| | CONDITIONAL RIGHTS TO ACQUIRE | | | | | | | |
| | ORDINARY SHARES IN THE COMPANY UP TO | | | | | | | |
| | AN INITIAL MAXIMUM VALUE OF AUD 4.4 | | | | | | | |
| | MILLION TO MR J D NEAL, A DIRECTOR OF | | | | | | | |
| | THE COMPANY, AND FOR THE ACQUISITION | | | | | | | |
| | OF ORDINARY SHARES IN THE COMPANY | | | | | | | |
| | UPON VESTING OF THOSE CONDITIONAL | | | | | | | |
| | RIGHTS, IN EACH CASE AS DESCRIBED IN | | | | | | | |
| | THE EXPLANATORY NOTES ACCOMPANYING | | | | | | | |
| | THE NOTICE CONVENING THIS MEETING | | | | | | | |
4 | | IN ACCORDANCE WITH AND SUBJECT TO | | | Management | | For | | For |
| | THE TERMS OF THE COMPANY’S LONG- | | | | | | | |
| | TERM INCENTIVE PLAN FOR 2015, THAT | | | | | | | |
| | APPROVAL BE GIVEN FOR THE PURPOSES | | | | | | | |
| | OF THE ASX LISTING RULES (INCLUDING | | | | | | | |
| | ASX LISTING RULE 10.14) AND FOR ALL | | | | | | | |
| | OTHER PURPOSES FOR THE GRANT OF | | | | | | | |
| | CONDITIONAL RIGHTS TO ACQUIRE | | | | | | | |
| | ORDINARY SHARES IN THE COMPANY UP TO | | | | | | | |
| | AN INITIAL MAXIMUM VALUE OF AUD 2.4 MILLION TO MR P | | | | | | | |
| | C REGAN, A DIRECTOR OF | | | | | | | |
| | THE COMPANY, AND FOR THE ACQUISITION | | | | | | | |
| | OF ORDINARY SHARES IN THE COMPANY | | | | | | | |
| | UPON VESTING OF THOSE CONDITIONAL | | | | | | | |
| | RIGHTS, IN EACH CASE AS DESCRIBED IN | | | | | | | |
| | THE EXPLANATORY NOTES ACCOMPANYING | | | | | | | |
| | THE NOTICE CONVENING THIS MEETING | | | | | | | |
5 | | TO ADOPT NEW CONSTITUTION | | | Management | | For | | For |
6 | | TO INCREASE THE MAXIMUM AGGREGATE | | | Management | | For | | For |
| | FEES PAYABLE TO NON-EXECUTIVE | | | | | | | |
| | DIRECTORS | | | | | | | |
7.a | | TO ELECT MR STEPHEN FITZGERALD AS A | | | Management | | For | | For |
| | DIRECTOR | | | | | | | |
7.b | | TO ELECT SIR BRIAN POMEROY AS A | | | Management | | For | | For |
| | DIRECTOR | | | | | | | |
7.c | | TO ELECT MR PATRICK REGAN AS A | | | Management | | For | | For |
| | DIRECTOR | | | | | | | |
7.d | | TO ELECT MS JANN SKINNER AS A | | | Management | | For | | For |
| | DIRECTOR | | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | TO RECEIVE THE COMPANY’S ACCOUNTS, | | Management | | Abstain | | Against |
| | THE STRATEGIC REPORT AND REPORTS OF | | | | | | |
| | THE DIRECTORS AND THE AUDITOR FOR | | | | | | |
| | THE YEAR ENDED 31 MARCH 2014 | | | | | | |
2. | | TO RE-ELECT GERARD KLEISTERLEE AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
3. | | TO RE-ELECT VITTORIO COLAO AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
4. | | TO ELECT NICK READ AS A DIRECTOR | | Management | | Abstain | | Against |
5. | | TO RE-ELECT STEPHEN PUSEY AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
6. | | TO ELECT SIR CRISPIN DAVIS AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
7. | | TO ELECT DAME CLARA FURSE AS A | | Management | | Abstain | | Against |
| | DIRECTOR, WITH EFFECT FROM 1 | | | | | | |
| | SEPTEMBER 2014 | | | | | | |
8. | | TO ELECT VALERIE GOODING AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
9. | | TO RE-ELECT RENEE JAMES AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
10. | | TO RE-ELECT SAMUEL JONAH AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
11. | | TO RE-ELECT OMID KORDESTANI AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
12. | | TO RE-ELECT NICK LAND AS A DIRECTOR | | Management | | Abstain | | Against |
13. | | TO RE-ELECT LUC VANDEVELDE AS A | | Management | | Abstain | | Against |
| | DIRECTOR | | | | | | |
14. | | TO RE-ELECT PHILIP YEA AS A DIRECTOR | | Management | | Abstain | | Against |
15. | | TO DECLARE A FINAL DIVIDEND OF 7.47 | | Management | | Abstain | | Against |
| | PENCE PER ORDINARY SHARE FOR THE | | | | | | |
| | YEAR ENDED 31 MARCH 2014 | | | | | | |
16. | | TO APPROVE THE DIRECTORS’ | | Management | | Abstain | | Against |
| | REMUNERATION POLICY FOR THE YEAR | | | | | | |
| | ENDED 31 MARCH 2014 | | | | | | |
17. | | TO APPROVE THE REMUNERATION REPORT | | Management | | Abstain | | Against |
| | OF THE BOARD FOR THE YEAR ENDED 31 | | | | | | |
| | MARCH 2014 | | | | | | |
18. | | TO APPROVE THE VODAFONE GLOBAL | | Management | | Abstain | | Against |
| | INCENTIVE PLAN RULES | | | | | | |
19. | | TO CONFIRM PWC’S APPOINTMENT AS | | Management | | Abstain | | Against |
| | AUDITOR | | | | | | |
20. | | TO AUTHORISE THE AUDIT AND RISK | | Management | | Abstain | | Against |
| | COMMITTEE TO DETERMINE THE | | | | | | |
| | REMUNERATION OF THE AUDITOR | | | | | | |
21. | | TO AUTHORISE THE DIRECTORS TO ALLOT | | Management | | Abstain | | Against |
| | SHARES | | | | | | |
S22 | | TO AUTHORISE THE DIRECTORS TO DIS- | | Management | | Abstain | | Against |
| | APPLY PRE-EMPTION RIGHTS | | | | | | |
S23 | | TO AUTHORISE THE COMPANY TO | | Management | | Abstain | | Against |
| | PURCHASE ITS OWN SHARES | | | | | | |
24. | | TO AUTHORISE POLITICAL DONATIONS AND | | Management | | Abstain | | Against |
| | EXPENDITURE | | | | | | |
S25 | | TO AUTHORISE THE COMPANY TO CALL | | Management | | Abstain | | Against |
| | GENERAL MEETINGS (OTHER THAN AGMS) | | | | | | |
| | ON 14 CLEAR DAYS’ NOTICE | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1A. | | TO APPOINT DAN PROPPER AS DIRECTOR, | | Management | | For | | For |
| | TO SERVE UNTIL THE 2017 ANNUAL | | | | | | |
| | MEETING OF SHAREHOLDERS. | | | | | | |
1B. | | TO APPOINT ORY SLONIM AS DIRECTOR, TO | | Management | | For | | For |
| | SERVE UNTIL THE 2017 ANNUAL MEETING | | | | | | |
| | OF SHAREHOLDERS. | | | | | | |
2A. | | TO APPOINT MR. JOSEPH (YOSSI) NITZANI | | Management | | For | | For |
| | TO SERVE AS A STATUTORY INDEPENDENT | | | | | | |
| | DIRECTOR FOR AN ADDITIONAL TERM OF | | | | | | |
| | THREE YEARS, FOLLOWING THE | | | | | | |
| | EXPIRATION OF HIS SECOND TERM OF | | | | | | |
| | SERVICE ON SEPTEMBER 25, 2014, AND TO | | | | | | |
| | APPROVE HIS REMUNERATION AND | | | | | | |
| | BENEFITS. | | | | | | |
2B. | | TO APPOINT MR. JEAN-MICHEL HALFON TO | | Management | | For | | For |
| | SERVE AS A STATUTORY INDEPENDENT | | | | | | |
| | DIRECTOR FOR A TERM OF THREE YEARS, | | | | | | |
| | COMMENCING FOLLOWING MEETING, AND | | | | | | |
| | TO APPROVE HIS REMUNERATION & | | | | | | |
| | BENEFITS. | | | | | | |
3A. | | TO APPROVE THE ANNUAL CASH BONUS | | Management | | For | | For |
| | OBJECTIVES FOR THE COMPANY’S | | | | | | |
| | PRESIDENT & CHIEF EXECUTIVE OFFICER | | | | | | |
| | FOR 2014 AND GOING FORWARD. | | | | | | |
3B. | | TO APPROVE ANNUAL EQUITY AWARDS FOR | | Management | | For | | For |
| | THE COMPANY’S PRESIDENT AND CHIEF | | | | | | |
| | EXECUTIVE OFFICER FOR EACH YEAR | | | | | | |
| | COMMENCING IN 2015. | | | | | | |
4. | | TO APPROVE THE PURCHASE OF | | Management | | For | | For |
| | DIRECTORS’ AND OFFICERS’ LIABILITY | | | | | | |
| | INSURANCE WITH ANNUAL COVERAGE OF | | | | | | |
| | UP TO $600 MILLION. | | | | | | |
5. | | TO APPOINT KESSELMAN & KESSELMAN, A | | Management | | For | | For |
| | MEMBER OF PRICEWATERHOUSECOOPERS | | | | | | |
| | INTERNATIONAL LTD., AS THE COMPANY’S | | | | | | |
| | INDEPENDENT REGISTERED PUBLIC | | | | | | |
| | ACCOUNTING FIRM UNTIL THE 2015 ANNUAL | | | | | | |
| | MEETING OF SHAREHOLDERS. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | REPORT AND ACCOUNTS 2014. | | Management | | For | | For |
2. | | DIRECTORS’ REMUNERATION REPORT 2014. | | Management | | For | | For |
3. | | DIRECTORS’ REMUNERATION POLICY. | | Management | | For | | For |
4. | | DECLARATION OF FINAL DIVIDEND. | | Management | | For | | For |
5. | | RE-ELECTION OF PB BRUZELIUS AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT, NOMINATION & | | | | | | |
| | REMUNERATION COMMITTEE) | | | | | | |
6. | | RE-ELECTION OF LM DANON AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT, NOMINATION & | | | | | | |
| | REMUNERATION COMMITTEE) | | | | | | |
7. | | RE-ELECTION OF LORD DAVIES AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT, NOMINATION, | | | | | | |
| | REMUNERATION COMMITTEE(CHAIRMAN OF | | | | | | |
| | THE COMMITTEE)) | | | | | | |
8. | | RE-ELECTION OF HO KWONPING AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT, NOMINATION & | | | | | | |
| | REMUNERATION COMMITTEE) | | | | | | |
9. | | RE-ELECTION OF BD HOLDEN AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT, NOMINATION & | | | | | | |
| | REMUNERATION COMMITTEE) | | | | | | |
10. | | RE-ELECTION OF DR FB HUMER AS A | | Management | | For | | For |
| | DIRECTOR. (NOMINATION | | | | | | |
| | COMMITTEE(CHAIRMAN OF THE | | | | | | |
| | COMMITTEE)) | | | | | | |
11. | | RE-ELECTION OF D MAHLAN AS A | | Management | | For | | For |
| | DIRECTOR. (EXECUTIVE COMMITTEE) | | | | | | |
12. | | RE-ELECTION OF I MENEZES AS A | | Management | | For | | For |
| | DIRECTOR. (EXECUTIVE | | | | | | |
| | COMMITTEE(CHAIRMAN OF THE | | | | | | |
| | COMMITTEE)) | | | | | | |
13. | | RE-ELECTION OF PG SCOTT AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT(CHAIRMAN OF THE | | | | | | |
| | COMMITTEE), NOMINATION, REMUNERATION | | | | | | |
| | COMMITTEE) | | | | | | |
14. | | ELECTION OF NS MENDELSOHN AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT, NOMINATION & | | | | | | |
| | REMUNERATION COMMITTEE) | | | | | | |
15. | | ELECTION OF AJH STEWART AS A | | Management | | For | | For |
| | DIRECTOR. (AUDIT, NOMINATION & | | | | | | |
| | REMUNERATION COMMITTEE) | | | | | | |
16. | | RE-APPOINTMENT OF AUDITOR. | | Management | | For | | For |
17. | | REMUNERATION OF AUDITOR. | | Management | | For | | For |
18. | | AUTHORITY TO ALLOT SHARES. | | Management | | For | | For |
19. | | DISAPPLICATION OF PRE-EMPTION RIGHTS. | | Management | | For | | For |
20. | | AUTHORITY TO PURCHASE OWN ORDINARY | | Management | | For | | For |
| | SHARES. | | | | | | |
21. | | AUTHORITY TO MAKE POLITICAL | | Management | | For | | For |
| | DONATIONS AND/OR TO INCUR POLITICAL | | | | | | |
| | EXPENDITURE IN THE EU. | | | | | | |
22. | | ADOPTION OF THE DIAGEO 2014 LONG | | Management | | For | | For |
| | TERM INCENTIVE PLAN. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1 | | TO RECEIVE THE FINANCIAL STATEMENTS | | Management | | For | | For |
| | FOR THE YEAR ENDED 30 JUNE 2014, | | | | | | |
| | TOGETHER WITH THE REPORT OF THE | | | | | | |
| | DIRECTORS AND AUDITORS | | | | | | |
2 | | TO DECLARE A FINAL DIVIDEND FOR THE | | Management | | For | | For |
| | YEAR ENDED 30 JUNE 2014 | | | | | | |
3 | | TO APPROVE THE DIRECTORS’ | | Management | | For | | For |
| | REMUNERATION POLICY CONTAINED IN THE | | | | | | |
| | DIRECTORS’ REMUNERATION REPORT | | | | | | |
4 | | TO APPROVE THE DIRECTORS’ | | Management | | For | | For |
| | REMUNERATION REPORT (EXCLUDING THE | | | | | | |
| | DIRECTORS’ REMUNERATION POLICY) | | | | | | |
5 | | TO REAPPOINT NICK FERGUSON AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
6 | | TO REAPPOINT JEREMY DARROCH AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
7 | | TO REAPPOINT ANDREW GRIFFITH AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
8 | | TO REAPPOINT TRACY CLARKE AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
9 | | TO REAPPOINT MARTIN GILBERT AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
10 | | TO REAPPOINT ADINE GRATE AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
11 | | TO REAPPOINT DAVE LEWIS AS A DIRECTOR | | Management | | For | | For |
12 | | TO REAPPOINT MATTHIEU PIGASSE AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
13 | | TO REAPPOINT DANNY RIMER AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
14 | | TO REAPPOINT ANDY SUKAWATY AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
15 | | TO REAPPOINT CHASE CAREY AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
16 | | TO REAPPOINT DAVID F. DEVOE AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
17 | | TO REAPPOINT JAMES MURDOCH AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
18 | | TO REAPPOINT ARTHUR SISKIND AS A | | Management | | For | | For |
| | DIRECTOR | | | | | | |
19 | | TO REAPPOINT DELOITTE LLP AS AUDITORS | | Management | | For | | For |
| | OF THE COMPANY AND TO AUTHORISE THE | | | | | | |
| | DIRECTORS TO AGREE THEIR | | | | | | |
| | REMUNERATION | | | | | | |
20 | | TO AUTHORISE THE COMPANY AND ITS | | Management | | For | | For |
| | SUBSIDIARIES TO MAKE POLITICAL | | | | | | |
| | DONATIONS AND INCUR POLITICAL | | | | | | |
| | EXPENDITURE | | | | | | |
21 | | TO AUTHORISE THE DIRECTORS TO ALLOT | | Management | | For | | For |
| | SHARES UNDER SECTION 551 OF THE | | | | | | |
| | COMPANIES ACT 2006 | | | | | | |
S22 | | TO DISAPPLY STATUTORY PRE-EMPTION | | Management | | For | | For |
| | RIGHTS (SPECIAL RESOLUTION) | | | | | | |
S23 | | TO APPROVE THE CHANGE OF THE | | Management | | For | | For |
| | COMPANY NAME TO SKY PLC (SPECIAL | | | | | | |
| | RESOLUTION) | | | | | | |
S24 | | TO ALLOW THE COMPANY TO HOLD | | Management | | For | | For |
| | GENERAL MEETINGS (OTHER THAN ANNUAL | | | | | | |
| | GENERAL MEETINGS) ON 14 DAYS’ NOTICE | | | | | | |
| | (SPECIAL RESOLUTION) | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | TO RECEIVE THE DIRECTORS’ ANNUAL | | Management | | For | | For |
| | REPORT AND ACCOUNTS. | | | | | | |
2. | | TO RECEIVE AND APPROVE THE | | Management | | For | | For |
| | DIRECTORS’ REMUNERATION REPORT. | | | | | | |
3. | | TO RE-ELECT MR R W DUDLEY AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
4. | | TO RE-ELECT DR B GILVARY AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
5. | | TO RE-ELECT MR P M ANDERSON AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
6. | | TO ELECT MR A BOECKMANN AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
7. | | TO RE-ELECT ADMIRAL F L BOWMAN AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
8. | | TO RE-ELECT MR A BURGMANS AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
9. | | TO RE-ELECT MRS C B CARROLL AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
10. | | TO RE-ELECT MR I E L DAVIS AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
11. | | TO RE-ELECT PROFESSOR DAME ANN | | Management | | For | | For |
| | DOWLING AS A DIRECTOR. | | | | | | |
12. | | TO RE-ELECT MR B R NELSON AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
13. | | TO RE-ELECT MR F P NHLEKO AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
14. | | TO RE-ELECT MR A B SHILSTON AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
15. | | TO RE-ELECT MR C-H SVANBERG AS A | | Management | | For | | For |
| | DIRECTOR. | | | | | | |
16. | | TO RE-APPOINT ERNST & YOUNG LLP AS | | Management | | For | | For |
| | AUDITORS AND TO AUTHORIZE THE | | | | | | |
| | DIRECTORS TO FIX THEIR REMUNERATION. | | | | | | |
17. | | TO AUTHORIZE THE RENEWAL OF THE | | Management | | For | | For |
| | SCRIP DIVIDEND PROGRAMME. | | | | | | |
18. | | TO APPROVE THE BP SHARE AWARD PLAN | | Management | | For | | For |
| | 2015 FOR EMPLOYEES BELOW THE BOARD. | | | | | | |
19. | | TO GIVE LIMITED AUTHORITY TO MAKE | | Management | | For | | For |
| | POLITICAL DONATIONS AND INCUR | | | | | | |
| | POLITICAL EXPENDITURE. | | | | | | |
20. | | TO GIVE LIMITED AUTHORITY TO ALLOT | | Management | | For | | For |
| | SHARES UP TO A SPECIFIED AMOUNT. | | | | | | |
21. | | SPECIAL RESOLUTION: TO GIVE AUTHORITY | | Management | | For | | For |
| | TO ALLOT A LIMITED NUMBER OF SHARES | | | | | | |
| | FOR CASH FREE OF PRE-EMPTION RIGHTS. | | | | | | |
22. | | SPECIAL RESOLUTION: TO GIVE LIMITED | | Management | | For | | For |
| | AUTHORITY FOR THE PURCHASE OF ITS | | | | | | |
| | OWN SHARES BY THE COMPANY. | | | | | | |
23. | | SPECIAL RESOLUTION: TO ADOPT NEW | | Management | | For | | For |
| | ARTICLES OF ASSOCIATION. | | | | | | |
24. | | SPECIAL RESOLUTION: TO AUTHORIZE THE | | Management | | For | | For |
| | CALLING OF GENERAL MEETINGS | | | | | | |
| | (EXCLUDING ANNUAL GENERAL MEETINGS) | | | | | | |
| | BY NOTICE OF AT LEAST 14 CLEAR DAYS. | | | | | | |
25. | | SPECIAL RESOLUTION: TO DIRECT THE | | Management | | For | | For |
| | COMPANY TO PROVIDE FURTHER | | | | | | |
| | INFORMATION ON THE LOW CARBON | | | | | | |
| | TRANSITION. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1A. | | APPROVAL OF THE ANNUAL REPORT, THE | | Management | | For | | For |
| | FINANCIAL STATEMENTS OF NESTLE S.A. | | | | | | |
| | AND THE CONSOLIDATED FINANCIAL | | | | | | |
| | STATEMENTS OF THE NESTLE GROUP FOR | | | | | | |
| | 2014 | | | | | | |
1B. | | ACCEPTANCE OF THE COMPENSATION | | Management | | For | | For |
| | REPORT 2014 (ADVISORY VOTE) | | | | | | |
2. | | DISCHARGE TO THE MEMBERS OF THE | | Management | | For | | For |
| | BOARD OF DIRECTORS AND OF THE | | | | | | |
| | MANAGEMENT | | | | | | |
3. | | APPROPRIATION OF PROFIT RESULTING | | Management | | For | | For |
| | FROM THE BALANCE SHEET OF NESTLE S.A. | | | | | | |
| | (PROPOSED DIVIDEND) FOR THE FINANCIAL | | | | | | |
| | YEAR 2014 | | | | | | |
4AA | | RE-ELECTION OF DIRECTOR: MR PETER | | Management | | For | | For |
| | BRABECK-LETMATHE | | | | | | |
4AB | | RE-ELECTION OF DIRECTOR: MR PAUL | | Management | | For | | For |
| | BULCKE | | | | | | |
4AC | | RE-ELECTION OF DIRECTOR: MR ANDREAS | | Management | | For | | For |
| | KOOPMANN | | | | | | |
4AD | | RE-ELECTION OF DIRECTOR: MR BEAT HESS | | Management | | For | | For |
4AE | | RE-ELECTION OF DIRECTOR: MR DANIEL | | Management | | For | | For |
| | BOREL | | | | | | |
4AF | | RE-ELECTION OF DIRECTOR: MR STEVEN G. | | Management | | For | | For |
| | HOCH | | | | | | |
4AG | | RE-ELECTION OF DIRECTOR: MS NAINA LAL | | Management | | For | | For |
| | KIDWAI | | | | | | |
4AH | | RE-ELECTION OF DIRECTOR: MR JEAN- | | Management | | For | | For |
| | PIERRE ROTH | | | | | | |
4AI | | RE-ELECTION OF DIRECTOR: MS ANN M. | | Management | | For | | For |
| | VENEMAN | | | | | | |
4AJ | | RE-ELECTION OF DIRECTOR: MR HENRI DE | | Management | | For | | For |
| | CASTRIES | | | | | | |
4AK | | RE-ELECTION OF DIRECTOR: MS EVA | | Management | | For | | For |
| | CHENG | | | | | | |
4B1 | | ELECTION OF DIRECTOR: MS RUTH | | Management | | For | | For |
| | KHASAYA ONIANG’O | | | | | | |
4B2 | | ELECTION OF DIRECTOR: MR PATRICK | | Management | | For | | For |
| | AEBISCHER | | | | | | |
4B3 | | ELECTION OF DIRECTOR: MR RENATO | | Management | | For | | For |
| | FASSBIND | | | | | | |
4C. | | ELECTION OF THE CHAIRMAN OF THE | | Management | | For | | For |
| | BOARD OF DIRECTORS MR PETER | | | | | | |
| | BRABECK-LETMATHE | | | | | | |
4D1 | | ELECTION OF THE MEMBER OF THE | | Management | | For | | For |
| | COMPENSATION COMMITTEE: MR BEAT | | | | | | |
| | HESS | | | | | | |
4D2 | | ELECTION OF THE MEMBER OF THE | | Management | | For | | For |
| | COMPENSATION COMMITTEE: MR DANIEL | | | | | | |
| | BOREL | | | | | | |
4D3 | | ELECTION OF THE MEMBER OF THE | | Management | | For | | For |
| | COMPENSATION COMMITTEE: MR ANDREAS | | | | | | |
| | KOOPMANN | | | | | | |
4D4 | | ELECTION OF THE MEMBER OF THE | | Management | | For | | For |
| | COMPENSATION COMMITTEE: MR JEAN- | | | | | | |
| | PIERRE ROTH | | | | | | |
4E. | | ELECTION OF THE STATUTORY AUDITORS | | Management | | For | | For |
| | KPMG SA, GENEVA BRANCH | | | | | | |
4F. | | ELECTION OF THE INDEPENDENT | | Management | | For | | For |
| | REPRESENTATIVE HARTMANN DREYER | | | | | | |
| | ATTORNEYS-AT-LAW | | | | | | |
5A. | | APPROVAL OF THE COMPENSATION OF THE | | Management | | For | | For |
| | BOARD OF DIRECTORS | | | | | | |
5B. | | APPROVAL OF THE COMPENSATION OF THE | | Management | | For | | For |
| | EXECUTIVE BOARD | | | | | | |
6. | | CAPITAL REDUCTION (BY CANCELLATION OF | | Management | | For | | For |
| | SHARES) | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
2. | | ADOPTION OF THE ANNUAL ACCOUNTS AND | | Management | | Abstain | | Against |
| | APPROPRIATION OF THE PROFIT FOR THE | | | | | | |
| | 2014 FINANCIAL YEAR. | | | | | | |
3. | | DISCHARGE OF EXECUTIVE DIRECTORS. | | Management | | Abstain | | Against |
4. | | DISCHARGE OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTORS. | | | | | | |
5. | | RE-APPOINT OF EXECUTIVE DIRECTOR: MR | | Management | | Abstain | | Against |
| | P G J M POLMAN | | | | | | |
6. | | RE-APPOINT OF EXECUTIVE DIRECTOR: MR | | Management | | Abstain | | Against |
| | R J-M S HUET | | | | | | |
7. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MRS L M CHA | | | | | | |
8. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: PROFESSOR L O FRESCO | | | | | | |
9. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MS A M FUDGE | | | | | | |
10. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MS M MA | | | | | | |
11. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MS H NYASULU | | | | | | |
12. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MR J RISHTON | | | | | | |
13. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MR F SIJBESMA | | | | | | |
14. | | RE-APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MR M TRESCHOW | | | | | | |
15. | | APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MR N S ANDERSEN | | | | | | |
16. | | APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: MR V COLAO | | | | | | |
17. | | APPOINTMENT OF NON-EXECUTIVE | | Management | | Abstain | | Against |
| | DIRECTOR: DR J HARTMANN | | | | | | |
18. | | APPOINTMENT OF THE AUDITOR CHARGED | | Management | | Abstain | | Against |
| | WITH THE AUDITING OF THE ANNUAL | | | | | | |
| | ACCOUNTS FOR THE 2015 FINANCIAL YEAR. | | | | | | |
19. | | DESIGNATION OF THE BOARD OF | | Management | | Abstain | | Against |
| | DIRECTORS AS THE COMPANY BODY | | | | | | |
| | AUTHORISED IN RESPECT OF THE ISSUE OF | | | | | | |
| | SHARES IN THE SHARE CAPITAL OF THE | | | | | | |
| | COMPANY AND TO RESTRICT OR EXCLUDE | | | | | | |
| | THE STATUTORY PRE-EMPTION RIGHTS | | | | | | |
| | THAT ACCRUE TO SHAREHOLDERS UPON | | | | | | |
| | ISSUE OF SHARES. | | | | | | |
20. | | AUTHORISATION OF THE BOARD OF | | Management | | Abstain | | Against |
| | DIRECTORS TO PURCHASE SHARES AND | | | | | | |
| | DEPOSITARY RECEIPTS THEREOF IN THE | | | | | | |
| | SHARE CAPITAL OF THE COMPANY. | | | | | | |
21. | | CAPITAL REDUCTION WITH RESPECT TO | | Management | | Abstain | | Against |
| | SHARES AND DEPOSITARY RECEIPTS | | | | | | |
| | THEREOF HELD BY THE COMPANY IN ITS | | | | | | |
| | OWN SHARE CAPITAL. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
L1 | | APPOINTMENT AND/OR RATIFICATION, AS | | Management | | Abstain | | Against |
| | THE CASE MAY BE, OF THE MEMBERS OF | | | | | | |
| | THE BOARD OF DIRECTORS TO BE | | | | | | |
| | APPOINTED AT THIS MEETING PURSUANT | | | | | | |
| | TO ARTICLES TWENTY SIXTH, TWENTY | | | | | | |
| | SEVENTH AND OTHER APPLICABLE | | | | | | |
| | ARTICLES OF THE CORPORATE BY-LAWS. | | | | | | |
L2 | | APPOINTMENT OF DELEGATES TO CARRY | | Management | | Abstain | | Against |
| | OUT AND FORMALIZE THE RESOLUTIONS | | | | | | |
| | ADOPTED AT THIS MEETING. | | | | | | |
D1 | | APPOINTMENT AND/OR RATIFICATION, AS | | Management | | Abstain | | Against |
| | THE CASE MAY BE, OF THE MEMBERS OF | | | | | | |
| | THE BOARD OF DIRECTORS TO BE | | | | | | |
| | APPOINTED AT THIS MEETING PURSUANT | | | | | | |
| | TO ARTICLES TWENTY SIXTH, TWENTY | | | | | | |
| | SEVENTH AND OTHER APPLICABLE | | | | | | |
| | ARTICLES OF THE CORPORATE BY-LAWS. | | | | | | |
D2 | | APPOINTMENT OF DELEGATES TO CARRY | | Management | | Abstain | | Against |
| | OUT AND FORMALIZE THE RESOLUTIONS | | | | | | |
| | ADOPTED AT THIS MEETING. | | | | | | |
AB1 | | PRESENTATION AND, IN ITS CASE, | | Management | | Abstain | | Against |
| | APPROVAL OF THE REPORTS REFERRED TO | | | | | | |
| | IN ARTICLE 28, PARAGRAPH IV OF THE | | | | | | |
| | SECURITIES MARKET LAW, INCLUDING THE | | | | | | |
| | FINANCIAL STATEMENTS FOR THE YEAR | | | | | | |
| | ENDED ON DECEMBER 31, 2014 AND | | | | | | |
| | RESOLUTIONS REGARDING THE ACTIONS | | | | | | |
| | TAKEN BY THE BOARD OF DIRECTORS, THE | | | | | | |
| | COMMITTEES AND THE CHIEF EXECUTIVE | | | | | | |
| | OFFICER OF THE COMPANY. | | | | | | |
AB2 | | PRESENTATION OF THE REPORT | | Management | | Abstain | | Against |
| | REGARDING CERTAIN FISCAL OBLIGATIONS | | | | | | |
| | OF THE COMPANY, PURSUANT TO THE | | | | | | |
| | APPLICABLE LEGISLATION. | | | | | | |
AB3 | | RESOLUTION REGARDING THE ALLOCATION | | Management | | Abstain | | Against |
| | OF FINAL RESULTS FOR THE YEAR ENDED | | | | | | |
| | ON DECEMBER 31, 2014. | | | | | | |
AB4 | | RESOLUTION REGARDING (I) THE AMOUNT | | Management | | Abstain | | Against |
| | THAT MAY BE ALLOCATED TO THE | | | | | | |
| | REPURCHASE OF SHARES OF THE | | | | | | |
| | COMPANY PURSUANT TO ARTICLE 56, | | | | | | |
| | PARAGRAPH IV OF THE SECURITIES | | | | | | |
| | MARKET LAW; (II) THE REPORT ON THE | | | | | | |
| | POLICIES AND RESOLUTIONS ADOPTED BY | | | | | | |
| | THE BOARD OF DIRECTORS OF THE | | | | | | |
| | COMPANY, REGARDING THE ACQUISITION | | | | | | |
| | AND SALE OF SUCH SHARES; AND (III) THE | | | | | | |
| | REPORT ON THE LONG TERM RETENTION | | | | | | |
| | PLAN OF THE COMPANY. | | | | | | |
AB5 | | APPOINTMENT AND/OR RATIFICATION, AS | | Management | | Abstain | | Against |
| | THE CASE MAY BE, OF THE MEMBERS THAT | | | | | | |
| | SHALL CONFORM THE BOARD OF | | | | | | |
| | DIRECTORS, THE SECRETARY AND | | | | | | |
| | OFFICERS OF THE COMPANY. | | | | | | |
AB6 | | APPOINTMENT AND/OR RATIFICATION, AS | | Management | | Abstain | | Against |
| | THE CASE MAY BE, OF THE MEMBERS THAT | | | | | | |
| | SHALL CONFORM THE EXECUTIVE | | | | | | |
| | COMMITTEE. | | | | | | |
AB7 | | APPOINTMENT AND/OR RATIFICATION, AS | | Management | | Abstain | | Against |
| | THE CASE MAY BE, OF THE CHAIRMAN OF | | | | | | |
| | THE AUDIT AND CORPORATE PRACTICES | | | | | | |
| | COMMITTEE. | | | | | | |
AB8 | | COMPENSATION TO THE MEMBERS OF THE | | Management | | Abstain | | Against |
| | BOARD OF DIRECTORS, OF THE EXECUTIVE | | | | | | |
| | COMMITTEE, OF THE AUDIT AND | | | | | | |
| | CORPORATE PRACTICES COMMITTEE, AS | | | | | | |
| | WELL AS TO THE SECRETARY. | | | | | | |
AB9 | | APPOINTMENT OF DELEGATES WHO WILL | | Management | | Abstain | | Against |
| | CARRY OUT AND FORMALIZE THE | | | | | | |
| | RESOLUTIONS ADOPTED AT THIS MEETING. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | PRESENTATION, DISCUSSION AND | | Management | | For | | For |
| | APPROVAL, IF ANY, OF A PROPOSAL TO | | | | | | |
| | MODIFY CLAUSE TWELFTH, AND APPOINT | | | | | | |
| | THE PRESIDENT OF THE TECHNICAL | | | | | | |
| | COMMITTEE, OF THE TRUST AGREEMENT | | | | | | |
| | NUMBER 111033-9 DATED SEPTEMBER 6, | | | | | | |
| | 1999 ENTERED INTO BY BANCO NACIONAL | | | | | | |
| | DE MEXICO, SOCIEDAD ANONIMA, | | | | | | |
| | INTEGRANTE DEL GRUPO FINANCIERO | | | | | | |
| | BANAMEX, DIVISION FIDUCIARIA AS | | | | | | |
| | TRUSTEE AND CEMEX, S.A.B. DE C.V. AS | | | | | | |
| | TRUSTOR, BASIS FOR THE ISSUANCE OF | | | | | | |
| | NON-REDEEMABLE ORDINARY | | | | | | |
| | PARTICIPATION CERTIFICATES NAMED | | | | | | |
| | “CEMEX.CPO”.. (DUE TO SPACE LIMITS, | | | | | | |
| | SEE PROXY MATERIAL FOR FULL | | | | | | |
| | PROPOSAL). | | | | | | |
2. | | PRESENTATION, DISCUSSION AND | | Management | | For | | For |
| | APPROVAL, IF ANY, OF A PROPOSAL TO | | | | | | |
| | MODIFY CLAUSE NINETEENTH OF THE | | | | | | |
| | AFOREMENTIONED TRUST AGREEMENT, | | | | | | |
| | FOR THE PURPOSE OF AMENDING IT TO | | | | | | |
| | COMPLY WITH ARTICLES 228-S AND 220 OF | | | | | | |
| | THE LAW ON SECURITIES AND CREDIT | | | | | | |
| | OPERATIONS (LEY GENERAL DE TITULOS Y | | | | | | |
| | OPERACIONES DE CREDITO), WITH | | | | | | |
| | RESPECT TO THE QUORUM AND VOTING | | | | | | |
| | REQUIREMENTS AT THE GENERAL MEETING | | | | | | |
| | OF HOLDERS OF CEMEX.CPO. | | | | | | |
3. | | THE APPOINTMENT OF SPECIAL | | Management | | For | | For |
| | DELEGATES. | | | | | | |
4. | | READING AND APPROVAL OF THE MINUTES | | Management | | For | | For |
| | OF THE MEETING. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | APPOINTMENT OF TWO SHAREHOLDERS TO | | Management | | Abstain | | Against |
| | SIGN THE MINUTES OF THE | | | | | | |
| | SHAREHOLDERS’ MEETING. | | | | | | |
2. | | CONSIDERATION OF THE DOCUMENTS | | Management | | Abstain | | Against |
| | PROVIDED FOR UNDER SECTION 234, | | | | | | |
| | SUBSECTION 1, LAW 19,550, | | | | | | |
| | CORRESPONDING TO THE FISCAL YEAR | | | | | | |
| | ENDED 06.30.2014. | | | | | | |
3. | | CONSIDERATION OF THE PERFORMANCE | | Management | | Abstain | | Against |
| | OF THE BOARD OF DIRECTORS. | | | | | | |
4. | | CONSIDERATION OF THE PERFORMANCE | | Management | | Abstain | | Against |
| | OF THE SUPERVISORY COMMITTEE. | | | | | | |
5. | | TREATMENT AND ALLOCATION OF THE | | Management | | Abstain | | Against |
| | INCOME FOR THE FISCAL YEAR ENDED | | | | | | |
| | 06.30.2014, WHICH POSTED LOSS IN THE | | | | | | |
| | AMOUNT OF $514,566 THOUSAND. | | | | | | |
| | CONSIDERATION OF THE REVERSAL OF | | | | | | |
| | BALANCE SHEET ACCOUNTS TO BEAR THE | | | | | | |
| | LOSS. | | | | | | |
6. | | CONSIDERATION OF THE COMPENSATION | | Management | | Abstain | | Against |
| | TO THE BOARD OF DIRECTORS ($14,151,540 | | | | | | |
| | - ALLOCATED AMOUNT) FOR THE FISCAL | | | | | | |
| | YEAR ENDED 06.30.2014 WHICH POSTED A | | | | | | |
| | COMPUTABLE LOSS ACCORDING TO THIS | | | | | | |
| | REGULATION OF THE SECURITIES | | | | | | |
| | EXCHANGE COMMISSION. DELEGATION TO | | | | | | |
| | THE BOARD OF DIRECTORS OF THE | | | | | | |
| | APPROVAL OF THE AUDITING COMMITTEES’ | | | | | | |
| | BUDGET. | | | | | | |
7. | | CONSIDERATION OF THE COMPENSATION | | Management | | Abstain | | Against |
| | TO THE SUPERVISORY COMMITTEE FOR | | | | | | |
| | THE FISCAL YEAR ENDED 06.30.2014. | | | | | | |
8. | | DETERMINATION OF THE NUMBER AND | | Management | | Abstain | | Against |
| | APPOINTMENT OF REGULAR DIRECTORS | | | | | | |
| | AND ALTERNATE DIRECTORS, IF | | | | | | |
| | APPLICABLE. | | | | | | |
9. | | APPOINTMENT OF REGULAR AND | | Management | | Abstain | | Against |
| | ALTERNATE MEMBERS OF THE | | | | | | |
| | SUPERVISORY COMMITTEE. | | | | | | |
10. | | APPOINTMENT OF CERTIFYING | | Management | | Abstain | | Against |
| | ACCOUNTANT FOR THE NEXT FISCAL YEAR | | | | | | |
| | AND DETERMINATION OF HIS/HER | | | | | | |
| | COMPENSATION. DELEGATIONS. | | | | | | |
11. | | UPDATING OF REPORT ON SHARED | | Management | | Abstain | | Against |
| | SERVICES AGREEMENT. | | | | | | |
12. | | TREATMENT OF AMOUNTS PAID AS | | Management | | Abstain | | Against |
| | CONSIDERATION FOR SHAREHOLDERS’ | | | | | | |
| | PERSONAL ASSETS TAX. | | | | | | |
13. | | REPORT ON THE OUTCOME OF THE | | Management | | Abstain | | Against |
| | EXCHANGE OFFER TO TIP HOGAR IN | | | | | | |
| | RESPECT TO SAMAP STOCK - CURRENTLY | | | | | | |
| | ALTO PALERMO S.A. (APSA). APPROVAL OF | | | | | | |
| | THE ACTIONS TAKEN BY THE BOARD OF | | | | | | |
| | DIRECTORS. AUTHORIZATIONS. | | | | | | |
14. | | CONSIDERATION OF THE AMENDMENT TO | | Management | | Abstain | | Against |
| | AND ADAPTATION OF SECTION ONE OF THE | | | | | | |
| | BY-LAWS, RESTATEMENT ACCORDING TO | | | | | | |
| | THE CAPITAL MARKETS ACT IN FORCE. | | | | | | |
15. | | CONSIDERATION OF THE AMENDMENT TO | | Management | | Abstain | | Against |
| | SECTION TWENTY-FOUR OF THE BY-LAWS | | | | | | |
| | (SHAREHOLDERS’ MEETINGS REMOTE | | | | | | |
| | ATTENDANCE). | | | | | | |
16. | | CONSIDERATION OF THE SHARE PURCHASE | | Management | | Abstain | | Against |
| | PLAN AND GDS ISSUES BY THE COMPANY | | | | | | |
| | AND ITS APPLICATION. DELEGATION OF | | | | | | |
| | POWERS TO THE BOARD OF DIRECTORS. | | | | | | |
17. | | UPDATING OF THE REPORT ON THE | | Management | | Abstain | | Against |
| | INCENTIVE PLAN FOR THE BENEFIT OF THE | | | | | | |
| | OFFICERS OF THE COMPANY AS APPROVED | | | | | | |
| | AND RATIFIED BY THE SHAREHOLDERS’ | | | | | | |
| | MEETINGS OF YEARS 2009/2010/2011/2012 | | | | | | |
| | AND 2013. APPROVAL OF CHANGES | | | | | | |
| | ACCORDING TO THE OBJECTIONS RAISED | | | | | | |
| | BY THE SEC, INCLUDING THE ASSIGNMENT | | | | | | |
| | OF THE STOCK ECONOMIC BENEFITS | | | | | | |
| | RIGHTS UNDER THE PLAN. INCORPORATION | | | | | | |
| | OF A BENEFIT DESIGNED FOR ENTIRE | | | | | | |
| | STAFF, INCLUDING THAT OF CONTROLLED | | | | | | |
| | ENTITIES. EXTENSION OF DELEGATION OF | | | | | | |
| | THE IMPLEMENTATION, APPROVAL, | | | | | | |
| | RATIFICATION &/OR RECTIFICATION | | | | | | |
| | POWERS TO BOARD, FOR ANOTHER TERM, | | | | | | |
| | IF APPLICABLE. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | APPOINTMENT OF TWO SHAREHOLDERS TO | | Management | | Abstain | | Against |
| | SIGN THE MINUTES OF THE | | | | | | |
| | SHAREHOLDERS’ MEETING. | | | | | | |
2. | | CONSIDERATION OF THE DOCUMENTS | | Management | | Abstain | | Against |
| | PROVIDED FOR UNDER SECTION 234, | | | | | | |
| | SUBSECTION 1, LAW 19,550, | | | | | | |
| | CORRESPONDING TO THE FISCAL YEAR | | | | | | |
| | ENDED 06.30.2014. | | | | | | |
3. | | CONSIDERATION OF THE PERFORMANCE | | Management | | Abstain | | Against |
| | OF THE BOARD OF DIRECTORS. | | | | | | |
4. | | CONSIDERATION OF THE PERFORMANCE | | Management | | Abstain | | Against |
| | OF THE SUPERVISORY COMMITTEE. | | | | | | |
5. | | TREATMENT AND ALLOCATION OF THE | | Management | | Abstain | | Against |
| | INCOME FOR THE FISCAL YEAR ENDED | | | | | | |
| | 06.30.2014, WHICH POSTED PROFITS IN THE | | | | | | |
| | AMOUNT OF $377.003 THOUSAND. | | | | | | |
| | CONSIDERATION OF PAYMENT OF A CASH | | | | | | |
| | DIVIDEND IN AN AMOUNT UP TO$138.693 | | | | | | |
| | THOUSAND. | | | | | | |
6. | | CONSIDERATION OF THE COMPENSATION | | Management | | Abstain | | Against |
| | TO THE BOARD OF DIRECTORS | | | | | | |
| | CORRESPONDING TO THE FISCAL YEAR | | | | | | |
| | ENDED 06.30.2014 IN THE AMOUNT OF | | | | | | |
| | $53,591,413 (TOTAL COMPENSATIONS) | | | | | | |
| | $32,061,692 IN EXCESS OF THE LIMIT OF | | | | | | |
| | FIVE PER CENT (5%) OF RECORDED | | | | | | |
| | EARNINGS, ACCORDING TO SECTION 261, | | | | | | |
| | LAW 19,550, AND THE REGULATION | | | | | | |
| | THEREOF, CONSIDERING THE AMOUNT | | | | | | |
| | PROPOSED FOR THE DISTRIBUTION OF | | | | | | |
| | DIVIDENDS. DELEGATION TO THE BOARD OF | | | | | | |
| | DIRECTORS OF THE APPROVAL OF THE | | | | | | |
| | AUDITING COMMITTEES’ BUDGET. | | | | | | |
7. | | CONSIDERATION OF THE COMPENSATION | | Management | | Abstain | | Against |
| | TO THE SUPERVISORY COMMITTEE FOR | | | | | | |
| | THE FISCAL YEAR ENDED 06.30.2014. | | | | | | |
8. | | DETERMINATION OF THE NUMBER AND | | Management | | Abstain | | Against |
| | APPOINTMENT OF REGULAR DIRECTORS | | | | | | |
| | AND ALTERNATE DIRECTORS, IF | | | | | | |
| | APPLICABLE. | | | | | | |
9. | | APPOINTMENT OF REGULAR AND | | Management | | Abstain | | Against |
| | ALTERNATE MEMBERS OF THE | | | | | | |
| | SUPERVISORY COMMITTEE. | | | | | | |
10. | | APPOINTMENT OF CERTIFYING | | Management | | Abstain | | Against |
| | ACCOUNTANT FOR THE NEXT FISCAL YEAR | | | | | | |
| | AND DETERMINATION OF HIS/HER | | | | | | |
| | COMPENSATION. DELEGATIONS. | | | | | | |
11. | | UPDATING OF REPORT ON SHARED | | Management | | Abstain | | Against |
| | SERVICES AGREEMENT. | | | | | | |
12. | | TREATMENT OF AMOUNTS PAID AS | | Management | | Abstain | | Against |
| | CONSIDERATION FOR SHAREHOLDERS’ | | | | | | |
| | PERSONAL ASSETS TAX. | | | | | | |
13. | | UPDATING OF THE REPORT ON THE | | Management | | Abstain | | Against |
| | INCENTIVE PLAN AS APPROVED AND | | | | | | |
| | RATIFIED BY THE SHAREHOLDERS’ | | | | | | |
| | MEETINGS DATED 2009/2010/2011/2012 AND | | | | | | |
| | 2013. CONSIDERATION OF THE | | | | | | |
| | INCORPORATION OF THE COMPANY’S | | | | | | |
| | STAFF TO THE INCENTIVE PLAN OF THE | | | | | | |
| | CONTROLLING ENTITY, DUE TO OPERATIVE | | | | | | |
| | REASONS. DELEGATION TO THE BOARD OF | | | | | | |
| | DIRECTORS OF THE IMPLEMENTATION | | | | | | |
| | POWERS IN REGARD TO THE NEW SCHEME. | | | | | | |
14. | | CONSIDERATION OF THE AMENDMENT TO | | Management | | Abstain | | Against |
| | SECTION ONE OF THE BY-LAWS, | | | | | | |
| | RESTATEMENT ACCORDING TO THE | | | | | | |
| | CAPITAL MARKETS ACT IN FORCE. | | | | | | |
15. | | CONSIDERATION OF THE AMENDMENT TO | | Management | | Abstain | | Against |
| | SECTION TWENTY-FOUR OF THE BY-LAWS | | | | | | |
| | (SHAREHOLDERS’ MEETINGS REMOTE | | | | | | |
| | ATTENDANCE). | | | | | | |
16. | | CONSIDERATION OF THE MERGER SPECIAL | | Management | | Abstain | | Against |
| | FINANCIAL STATEMENTS OF CONIL SA, THE | | | | | | |
| | SEPARATE MERGER SPECIAL FINANCIAL | | | | | | |
| | STATEMENTS OF APSA AND THE | | | | | | |
| | CONSOLIDATED MERGER FINANCIAL | | | | | | |
| | STATEMENTS OF APSA WITH CONIL SA., | | | | | | |
| | PREPARED AS OF 06.30.14, THE | | | | | | |
| | SUPERVISORY COMMITTEE’S AND | | | | | | |
| | AUDITOR’S REPORTS. AUTHORIZATIONS | | | | | | |
| | AND DELEGATIONS. APPOINTMENT OF A | | | | | | |
| | REPRESENTATIVE TO GRANT A FINAL | | | | | | |
| | AGREEMENT AND OTHER PROCEEDINGS. | | | | | | |
17. | | CONSIDERATION OF THE RECTIFICATION OF | | Management | | Abstain | | Against |
| | THE ANNUAL REPORT CORRESPONDING TO | | | | | | |
| | THE FINANCIAL STATEMENTS AS OF JUNE | | | | | | |
| | 30, 2013, IN CONNECTION WITH THE | | | | | | |
| | AMOUNTS RECORDED IN THE DATA CHARTS | | | | | | |
| | REFERRED TO THE COMPANY’S SHOPPING | | | | | | |
| | CENTERS AND THE LEASE PRICE PER | | | | | | |
| | SQUARE METER, ACCORDING TO THE | | | | | | |
| | REQUEST MADE BY THE SECURITIES | | | | | | |
| | EXCHANGE COMMISSION AGAINST THE | | | | | | |
| | FRAMEWORK OF THE COMPANY’S GLOBAL | | | | | | |
| | PROGRAM FOR THE ISSUANCE OF NOTES | | | | | | |
| | UP TO AN AMOUNT OF USD 300,000,000. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | PRESENTATION OF THE CHIEF EXECUTIVE | | Management | | For | | For |
| | OFFICER’S REPORT, INCLUDING THE | | | | | | |
| | COMPANY’S FINANCIAL STATEMENTS, | | | | | | |
| | REPORT OF CHANGES IN FINANCIAL | | | | | | |
| | SITUATION AND VARIATIONS OF CAPITAL | | | | | | |
| | STOCK, AND OF THE BOARD OF DIRECTORS’ | | | | | | |
| | REPORT FOR THE 2014 FISCAL YEAR, | | | | | | |
| | PURSUANT TO THE MEXICAN SECURITIES | | | | | | |
| | MARKET LAW (LEY DEL MERCADO DE | | | | | | |
| | VALORES); DISCUSSION AND APPROVAL OF | | | | | | |
| | SUCH REPORTS, AFTER HEARING THE | | | | | | |
| | BOARD OF DIRECTORS’ OPINION TO THE | | | | | | |
| | CHIEF EXECUTIVE OFFICER’S REPORT, THE | | | | | | |
| | AUDIT COMMITTEE’S AND CORPORATE | | | | | | |
| | PRACTICES COMMITTEE’S.. (DUE TO | | | | | | |
| | SPACE LIMITS, SEE PROXY MATERIAL FOR | | | | | | |
| | FULL PROPOSAL) | | | | | | |
2. | | PROPOSAL FOR THE APPLICATION OF 2014 | | Management | | For | | For |
| | PROFITS. | | | | | | |
3. | | PROPOSAL TO INCREASE THE CAPITAL | | Management | | For | | For |
| | STOCK OF THE COMPANY IN ITS VARIABLE | | | | | | |
| | PORTION THROUGH: (A) CAPITALIZATION OF | | | | | | |
| | RETAINED EARNINGS; AND (B) ISSUANCE OF | | | | | | |
| | TREASURY SHARES IN ORDER TO | | | | | | |
| | PRESERVE THE RIGHTS OF NOTE HOLDERS | | | | | | |
| | PURSUANT TO THE COMPANY’S PREVIOUS | | | | | | |
| | ISSUANCE OF CONVERTIBLE NOTES. | | | | | | |
4. | | APPOINTMENT OF DIRECTORS, MEMBERS | | Management | | For | | For |
| | AND PRESIDENT OF THE AUDIT, | | | | | | |
| | CORPORATE PRACTICES AND FINANCE | | | | | | |
| | COMMITTEES. | | | | | | |
5. | | COMPENSATION OF THE MEMBERS OF THE | | Management | | For | | For |
| | BOARD OF DIRECTORS AND OF THE AUDIT, | | | | | | |
| | CORPORATE PRACTICES AND FINANCE | | | | | | |
| | COMMITTEES. | | | | | | |
6. | | APPOINTMENT OF DELEGATE OR | | Management | | For | | For |
| | DELEGATES TO FORMALIZE THE | | | | | | |
| | RESOLUTIONS ADOPTED AT THE MEETING. | | | | | | |
S1. | | PROPOSAL TO AMEND THE COMPANY’S | | Management | | For | | For |
| | BYLAWS IN ORDER TO EXTEND THE | | | | | | |
| | CORPORATE EXISTENCE OF THE COMPANY | | | | | | |
| | FOR AN INDEFINITE PERIOD OF TIME, | | | | | | |
| | ADOPT THE ELECTRONIC SYSTEM | | | | | | |
| | ESTABLISHED BY THE MINISTRY OF | | | | | | |
| | ECONOMY (SECRETARIA DE ECONOMIA) | | | | | | |
| | FOR THE PUBLICATION OF NOTICES AND | | | | | | |
| | OTHER LEGAL MATTERS, REMOVE A | | | | | | |
| | REDUNDANCY IN MINORITY RIGHTS, ADOPT ADDITIONAL | | | | | | |
| | CONSIDERATIONS THAT THE | | | | | | |
| | BOARD OF DIRECTORS SHALL CONSIDER IN | | | | | | |
| | ORDER TO AUTHORIZE PURCHASES OF | | | | | | |
| | SHARES AND ADOPT PROVISIONS TO | | | | | | |
| | IMPROVE CORPORATE GOVERNANCE WITH | | | | | | |
| | RESPECT.. (DUE TO SPACE LIMITS, SEE | | | | | | |
| | PROXY MATERIAL FOR FULL PROPOSAL) | | | | | | |
S2. | | APPOINTMENT OF DELEGATE OR | | Management | | For | | For |
| | DELEGATES TO FORMALIZE THE | | | | | | |
| | RESOLUTIONS ADOPTED AT THE MEETING. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | APPOINTMENT OF TWO SHAREHOLDERS TO | | Management | | Abstain | | Against |
| | SIGN THE MINUTES OF THE MEETING. | | | | | | |
2. | | CONSIDERATION OF PAYMENT OF AN | | Management | | Abstain | | Against |
| | ADVANCED CASH DIVIDEND CHARGED TO | | | | | | |
| | THE CURRENT FISCAL YEAR, UP TO THE | | | | | | |
| | AMOUNT OF $298,500,000 (TWO HUNDRED | | | | | | |
| | AND NINETY-EIGHT MILLION AND FIVE | | | | | | |
| | HUNDRED THOUSAND PESOS)- AND | | | | | | |
| | CONSIDERATION OF THE QUARTERLY | | | | | | |
| | SPECIAL BALANCE SHEET DATED | | | | | | |
| | DECEMBER 31ST, 2014, TAKEN AS THE | | | | | | |
| | BASIS FOR ITS CALCULATION. | | | | | | |
| | AUTHORIZATIONS AND FURTHER | | | | | | |
| | DOCUMENTS IN ACCORDANCE WITH THE | | | | | | |
| | REGULATIONS IN FORCE. | | | | | | |
3. | | CONSIDERATION OF AN INCREASE IN THE | | Management | | Abstain | | Against |
| | AMOUNT OF THE GLOBAL PROGRAM FOR | | | | | | |
| | THE ISSUANCE OF SIMPLE NOTES UP TO A | | | | | | |
| | MAXIMUM OUTSTANDING AMOUNT OF USD | | | | | | |
| | 300,000,000 (THREE HUNDRED MILLION | | | | | | |
| | DOLLARS) (OR ITS EQUIVALENT IN OTHER | | | | | | |
| | CURRENCIES) APPROVED BY THE | | | | | | |
| | SHAREHOLDERS’ MEETING DATED | | | | | | |
| | OCTOBER 31ST, 2011 (THE " PROGRAM") | | | | | | |
| | FOR AN ADDITIONAL AMOUNT OF UP TO | | | | | | |
| | USD 200,000,000 (TWO HUNDRED MILLION | | | | | | |
| | DOLLARS) (OR ITS EQUIVALENT IN OTHER | | | | | | |
| | CURRENCIES). | | | | | | |
4. | | CONSIDERATION OF (I) THE DELEGATION TO | | Management | | Abstain | | Against |
| | THE BOARD OF DIRECTORS OF THE | | | | | | |
| | BROADEST POWERS TO IMPLEMENT THE | | | | | | |
| | INCREASE IN THE AMOUNT OF THE | | | | | | |
| | PROGRAM AND/OR ITS REDUCTION AND | | | | | | |
| | ALSO TO DETERMINE THE TERMS AND | | | | | | |
| | CONDITIONS OF THE PROGRAM WHICH ARE | | | | | | |
| | NOT EXPRESSLY APPROVED BY THE | | | | | | |
| | SHAREHOLDERS’ MEETING, AS WELL AS | | | | | | |
| | THE TIME, AMOUNT, TERM, MANNER OF | | | | | | |
| | PLACEMENT AND OTHER TERMS AND | | | | | | |
| | CONDITIONS OF THE DIFFERENT TYPES | | | | | | |
| | AND/OR SERIES OF NOTES ISSUED UNDER | | | | | | |
| | THE PROGRAM; (II) THE AUTHORIZATION TO | | | | | | |
| | THE BOARD OF DIRECTORS TO (A) | | | | | | |
| | APPROVE,.. (DUE TO SPACE LIMITS, SEE | | | | | | |
| | PROXY MATERIAL FOR FULL PROPOSAL) | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1A. | | REPORT OF THE CHIEF EXECUTIVE | | Management | | For | | For |
| | OFFICER, IN ACCORDANCE WITH ARTICLE | | | | | | |
| | 172 OF THE GENERAL CORPORATIONS LAW | | | | | | |
| | AND OF ARTICLE 44, SUBSECTION XI, OF | | | | | | |
| | THE SECURITIES MARKET LAW (“LEY DEL | | | | | | |
| | MERCADO DE VALORES”), ACCOMPANIED | | | | | | |
| | BY THE INDEPENDENT AUDITOR’S REPORT, | | | | | | |
| | IN CONNECTION WITH THE OPERATIONS | | | | | | |
| | AND RESULTS FOR THE FISCAL YEAR | | | | | | |
| | ENDED DECEMBER 31, 2014, AS WELL AS OF | | | | | | |
| | THE BOARD OF DIRECTORS’ OPINION OF | | | | | | |
| | THE CONTENT OF SUCH REPORT. | | | | | | |
1B. | | REPORT OF THE BOARD OF DIRECTORS IN | | Management | | For | | For |
| | ACCORDANCE WITH ARTICLE 172, | | | | | | |
| | SUBSECTION B, OF THE GENERAL | | | | | | |
| | CORPORATIONS LAW, WHICH CONTAINS | | | | | | |
| | THE MAIN POLICIES, AS WELL AS THE | | | | | | |
| | ACCOUNTING AND REPORTING CRITERIA | | | | | | |
| | FOLLOWED IN THE PREPARATION OF THE | | | | | | |
| | FINANCIAL INFORMATION OF THE | | | | | | |
| | COMPANY. | | | | | | |
1C. | | REPORT OF THE ACTIVITIES AND | | Management | | For | | For |
| | OPERATIONS IN WHICH THE BOARD OF | | | | | | |
| | DIRECTORS INTERVENED, IN ACCORDANCE | | | | | | |
| | WITH ARTICLE 28 IV (E) OF THE SECURITIES | | | | | | |
| | MARKET LAW. | | | | | | |
1D. | | INDIVIDUAL AND CONSOLIDATED FINANCIAL | | Management | | For | | For |
| | STATEMENTS OF THE COMPANY FOR THE | | | | | | |
| | FISCAL YEAR ENDED DECEMBER 31, 2014 | | | | | | |
1E. | | ANNUAL REPORT ON THE ACTIVITIES | | Management | | For | | For |
| | CARRIED OUT BY THE AUDIT COMMITTEE | | | | | | |
| | OF THE COMPANY IN ACCORDANCE WITH | | | | | | |
| | ARTICLE 43 OF THE SECURITIES MARKET | | | | | | |
| | LAW AND REPORT ON THE COMPANY’S | | | | | | |
| | SUBSIDIARIES. RESOLUTIONS THEREON. | | | | | | |
1F. | | REPORT ON COMPLIANCE WITH THE TAX | | Management | | For | | For |
| | OBLIGATIONS OF THE COMPANY FOR THE | | | | | | |
| | FISCAL YEAR ENDED DECEMBER 31, 2013, IN | | | | | | |
| | ACCORDANCE WITH ARTICLE 86, SECTION | | | | | | |
| | XX OF THE INCOME TAX LAW (“LEY DEL | | | | | | |
| | IMPUESTO SOBRE LA RENTA”). | | | | | | |
| | RESOLUTIONS THEREON. | | | | | | |
2A. | | PROPOSAL FOR INCREASE OF THE LEGAL | | Management | | For | | For |
| | RESERVE BY PS. 128,659,039.35. | | | | | | |
2B. | | PROPOSAL BY THE BOARD OF DIRECTORS | | Management | | For | | For |
| | TO PAY AN ORDINARY NET DIVIDEND IN | | | | | | |
| | CASH FROM ACCUMULATED RETAINED | | | | | | |
| | EARNINGS IN THE AMOUNT OF PS. 5.10 | | | | | | |
| | (FIVE PESOS AND TEN CENTS MEXICAN | | | | | | |
| | LEGAL TENDER) FOR EACH OF THE | | | | | | |
| | ORDINARY "B" AND "BB" SERIES SHARES. | | | | | | |
2C. | | PROPOSAL AND, IF APPLICABLE, APPROVAL | | Management | | For | | For |
| | OF THE AMOUNT OF PS. 914, 521,747.72 AS | | | | | | |
| | THE MAXIMUM AMOUNT THAT MAY BE USED | | | | | | |
| | BY THE COMPANY TO REPURCHASE ITS | | | | | | |
| | SHARES IN 2015 PURSUANT TO ARTICLE 56 | | | | | | |
| | OF THE SECURITIES MARKET LAW; | | | | | | |
| | PROPOSAL AND, IF APPLICABLE, APPROVAL | | | | | | |
| | OF THE PROVISIONS AND POLICIES | | | | | | |
| | REGARDING THE REPURCHASE OF | | | | | | |
| | COMPANY SHARES. | | | | | | |
3A. | | ADMINISTRATION BY THE BOARD OF | | Management | | For | | For |
| | DIRECTORS AND THE CHIEF EXECUTIVE | | | | | | |
| | OFFICER FOR THE FISCAL YEAR OF 2014. | | | | | | |
3B1 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: FERNANDO CHICO PARDO | | | | | | |
| | (PRESIDENT) | | | | | | |
3B2 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: JOSE ANTONIO PEREZ | | | | | | |
| | ANTON | | | | | | |
3B3 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: LUIS CHICO PARDO | | | | | | |
3B4 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: AURELIO PEREZ ALONSO | | | | | | |
3B5 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: RASMUS CHRISTIANSEN | | | | | | |
3B6 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: FRANCISCO GARZA | | | | | | |
| | ZAMBRANO | | | | | | |
3B7 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: RICARDO GUAJARDO | | | | | | |
| | TOUCHE | | | | | | |
3B8 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: GUILLERMO ORTIZ | | | | | | |
| | MARTINEZ | | | | | | |
3B9 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO COMPRISE OR WILL | | | | | | |
| | COMPRISE THE BOARD OF DIRECTORS OF | | | | | | |
| | THE COMPANY, ONCE ASSESSED AS | | | | | | |
| | INDEPENDENT: ROBERTO SERVITJE | | | | | | |
| | SENDRA | | | | | | |
3C1 | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, OF THE CHAIRPERSON OF THE | | | | | | |
| | AUDIT COMMITTEE: RICARDO GUAJARDO | | | | | | |
| | TOUCHE | | | | | | |
3D. | | APPOINTMENT OR RATIFICATION, AS | | Management | | For | | For |
| | APPLICABLE, WHO SERVE OR WILL SERVE | | | | | | |
| | ON THE COMMITTEES OF THE COMPANY: | | | | | | |
| | NOMINATIONS AND COMPENSATIONS | | | | | | |
| | COMMITTEE: FERNANDO CHICO PARDO | | | | | | |
| | (PRESIDENT), JOSE ANTONIO PEREZ | | | | | | |
| | ANTON, ROBERTO SERVITJE SENDRA | | | | | | |
3E1 | | DETERMINATION OF CORRESPONDING | | Management | | For | | For |
| | COMPENSATIONS: BOARD OF DIRECTORS: | | | | | | |
| | PS. 50,000.00 (IN EACH CASE NET OF TAXES | | | | | | |
| | IN MEXICAN LEGAL TENDER) | | | | | | |
3E2 | | DETERMINATION OF CORRESPONDING | | Management | | For | | For |
| | COMPENSATIONS: OPERATIONS | | | | | | |
| | COMMITTEE: PS. 50,000.00 (IN EACH CASE | | | | | | |
| | NET OF TAXES IN MEXICAN LEGAL TENDER) | | | | | | |
3E3 | | DETERMINATION OF CORRESPONDING | | Management | | For | | For |
| | COMPENSATIONS: NOMINATIONS & | | | | | | |
| | COMPENSATIONS COMMITTEE: PS. 50,000.00 | | | | | | |
| | (IN EACH CASE NET OF TAXES IN MEXICAN | | | | | | |
| | LEGAL TENDER) | | | | | | |
3E4 | | DETERMINATION OF CORRESPONDING | | Management | | For | | For |
| | COMPENSATIONS: AUDIT COMMITTEE: PS. | | | | | | |
| | 70,000.00 (IN EACH CASE NET OF TAXES IN | | | | | | |
| | MEXICAN LEGAL TENDER) | | | | | | |
3E5 | | DETERMINATION OF CORRESPONDING | | Management | | For | | For |
| | COMPENSATIONS: ACQUISITIONS & | | | | | | |
| | CONTRACTS COMMITTEE: PS. 15,000.00 (IN | | | | | | |
| | EACH CASE NET OF TAXES IN MEXICAN | | | | | | |
| | LEGAL TENDER) | | | | | | |
4A. | | APPOINTMENT OF DELEGATES IN ORDER | | Management | | For | | For |
| | TO ENACT THE RESOLUTIONS ADOPTED AT | | | | | | |
| | THE MEETING AND, IF APPLICABLE, TO | | | | | | |
| | FORMALIZE SUCH RESOLUTIONS: CLAUDIO | | | | | | |
| | R. GONGORA MORALES | | | | | | |
4B. | | APPOINTMENT OF DELEGATES IN ORDER | | Management | | For | | For |
| | TO ENACT THE RESOLUTIONS ADOPTED AT | | | | | | |
| | THE MEETING AND, IF APPLICABLE, TO | | | | | | |
| | FORMALIZE SUCH RESOLUTIONS: RAFAEL | | | | | | |
| | ROBLES MIAJA | | | | | | |
4C. | | APPOINTMENT OF DELEGATES IN ORDER | | Management | | For | | For |
| | TO ENACT THE RESOLUTIONS ADOPTED AT | | | | | | |
| | THE MEETING AND, IF APPLICABLE, TO | | | | | | |
| | FORMALIZE SUCH RESOLUTIONS: ANA | | | | | | |
| | MARIA POBLANNO CHANONA | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O1 | | TO RECEIVE AND ADOPT THE FINANCIAL | | Management | | Abstain | | Against |
| | STATEMENTS FOR THE YEAR ENDED 31 | | | | | | |
| | MARCH 2014, TOGETHER WITH THE | | | | | | |
| | REPORTS OF THE DIRECTORS AND | | | | | | |
| | AUDITORS THEREIN. | | | | | | |
O2 | | TO RECEIVE AND, IF THOUGHT FIT, | | Management | | Abstain | | Against |
| | APPROVE THE DIRECTORS’ REMUNERATION | | | | | | |
| | REPORT 2014, OTHER THAN THE | | | | | | |
| | DIRECTORS’ REMUNERATION POLICY, | | | | | | |
| | CONTAINED IN THE ANNUAL REPORT FOR | | | | | | |
| | THE YEAR ENDED 31 MARCH 2014. | | | | | | |
O3 | | TO RECEIVE AND, IF THOUGHT FIT, | | Management | | Abstain | | Against |
| | APPROVE THE DIRECTORS’ REMUNERATION | | | | | | |
| | POLICY CONTAINED IN THE ANNUAL | | | | | | |
| | REPORT FOR THE YEAR ENDED 31 MARCH | | | | | | |
| | 2014. | | | | | | |
O4 | | TO RE-ELECT MR M H ARMOUR AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O5 | | TO RE-ELECT MR G C BIBLE AS A DIRECTOR | | Management | | Abstain | | Against |
| | OF THE COMPANY. | | | | | | |
O6 | | TO RE-ELECT MR A J CLARK AS A DIRECTOR | | Management | | Abstain | | Against |
| | OF THE COMPANY. | | | | | | |
O7 | | TO RE-ELECT MR D S DEVITRE AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O8 | | TO RE-ELECT MR G R ELLIOTT AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O9 | | TO RE-ELECT MS L M S KNOX AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O10 | | TO RE-ELECT MR P J MANSER AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O11 | | TO RE-ELECT MR J A MANZONI AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O12 | | TO RE-ELECT DR D F MOYO AS A DIRECTOR | | Management | | Abstain | | Against |
| | OF THE COMPANY. | | | | | | |
O13 | | TO RE-ELECT MR C A PEREZ DAVILA AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O14 | | TO RE-ELECT MR A SANTO DOMINGO | | Management | | Abstain | | Against |
| | DAVILA AS A DIRECTOR OF THE COMPANY. | | | | | | |
O15 | | TO RE-ELECT MS H A WEIR AS A DIRECTOR | | Management | | Abstain | | Against |
| | OF THE COMPANY. | | | | | | |
O16 | | TO RE-ELECT MR H A WILLARD AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O17 | | TO RE-ELECT MR J S WILSON AS A | | Management | | Abstain | | Against |
| | DIRECTOR OF THE COMPANY. | | | | | | |
O18 | | TO DECLARE A FINAL DIVIDEND OF 80 US | | Management | | Abstain | | Against |
| | CENTS PER SHARE. | | | | | | |
O19 | | TO RE-APPOINT | | Management | | Abstain | | Against |
| | PRICEWATERHOUSECOOPERS LLP AS | | | | | | |
| | AUDITORS OF THE COMPANY, TO HOLD | | | | | | |
| | OFFICE UNTIL THE CONCLUSION OF THE | | | | | | |
| | NEXT GENERAL MEETING AT WHICH | | | | | | |
| | ACCOUNTS ARE LAID. | | | | | | |
O20 | | TO AUTHORISE THE DIRECTORS TO | | Management | | Abstain | | Against |
| | DETERMINE THE REMUNERATION OF THE | | | | | | |
| | AUDITORS. | | | | | | |
O21 | | TO GIVE A GENERAL POWER AND | | Management | | Abstain | | Against |
| | AUTHORITY TO THE DIRECTORS TO ALLOT | | | | | | |
| | SHARES. | | | | | | |
O22 | | TO ADOPT THE SABMILLER PLC EMPLOYEE | | Management | | Abstain | | Against |
| | SHARE PURCHASE PLAN. | | | | | | |
O23 | | TO ADOPT THE SABMILLER PLC SHARESAVE | | Management | | Abstain | | Against |
| | PLAN. | | | | | | |
O24 | | TO AUTHORISE THE DIRECTORS TO | | Management | | Abstain | | Against |
| | ESTABLISH SUPPLEMENTS OR APPENDICES | | | | | | |
| | TO THE SABMILLER PLC EMPLOYEE SHARE | | | | | | |
| | PURCHASE PLAN OR THE SABMILLER PLC | | | | | | |
| | SHARESAVE PLAN. | | | | | | |
S25 | | TO GIVE A GENERAL POWER AND | | Management | | Abstain | | Against |
| | AUTHORITY TO THE DIRECTORS TO ALLOT | | | | | | |
| | SHARES FOR CASH OTHERWISE THAN PRO | | | | | | |
| | RATA TO ALL SHAREHOLDERS. | | | | | | |
S26 | | TO GIVE A GENERAL AUTHORITY TO THE | | Management | | Abstain | | Against |
| | DIRECTORS TO MAKE MARKET PURCHASES | | | | | | |
| | OF ORDINARY SHARES OF US$0.10 EACH IN | | | | | | |
| | THE CAPITAL OF THE COMPANY. | | | | | | |
S27 | | TO APPROVE THE CALLING OF GENERAL | | Management | | Abstain | | Against |
| | MEETINGS, OTHER THAN AN ANNUAL | | | | | | |
| | GENERAL MEETING, ON NOT LESS THAN 14 | | | | | | |
| | CLEAR DAYS’ NOTICE. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1 | | TO RECEIVE, APPROVE AND ADOPT THE | | Management | | Abstain | | Against |
| | COMPANY’S FINANCIAL STATEMENTS FOR | | | | | | |
| | THE YEAR ENDED 28 FEBRUARY 2014 | | | | | | |
O.2.1 | | TO RE-ELECT THE FOLLOWING NON- | | Management | | Abstain | | Against |
| | EXECUTIVE DIRECTOR WHO IS DUE TO | | | | | | |
| | RETIRE AS DIRECTOR OF THE BOARD BY | | | | | | |
| | ROTATION: T PRITCHARD | | | | | | |
O.2.2 | | TO RE-ELECT THE FOLLOWING NON- | | Management | | Abstain | | Against |
| | EXECUTIVE DIRECTOR WHO IS DUE TO | | | | | | |
| | RETIRE AS DIRECTOR OF THE BOARD BY | | | | | | |
| | ROTATION: JA BESTER | | | | | | |
O.3 | | TO CONFIRM THE APPOINTMENT OF | | Management | | Abstain | | Against |
| | DELOITTE TO SERVE AS AUDITORS OF THE | | | | | | |
| | COMPANY | | | | | | |
O.4.1 | | TO APPOINT THE FOLLOWING | | Management | | Abstain | | Against |
| | INDEPENDENT NON-EXECUTIVE DIRECTOR | | | | | | |
| | AS MEMBER OF THE AUDIT COMMITTEE: LM | | | | | | |
| | NYHONYHA (CHAIRMAN) | | | | | | |
O.4.2 | | TO APPOINT THE FOLLOWING | | Management | | Abstain | | Against |
| | INDEPENDENT NON-EXECUTIVE DIRECTOR | | | | | | |
| | AS MEMBER OF THE AUDIT COMMITTEE: T | | | | | | |
| | PRITCHARD | | | | | | |
O.4.3 | | TO APPOINT THE FOLLOWING | | Management | | Abstain | | Against |
| | INDEPENDENT NON-EXECUTIVE DIRECTOR | | | | | | |
| | AS MEMBER OF THE AUDIT COMMITTEE: JA | | | | | | |
| | BESTER | | | | | | |
O.4.4 | | TO APPOINT THE FOLLOWING | | Management | | Abstain | | Against |
| | INDEPENDENT NON-EXECUTIVE DIRECTOR | | | | | | |
| | AS MEMBER OF THE AUDIT COMMITTEE: CP | | | | | | |
| | DAVIES | | | | | | |
O.5 | | TO CONFIRM THE APPOINTMENT OF MR | | Management | | Abstain | | Against |
| | GRANT COLEY AS AN EXECUTIVE DIRECTOR | | | | | | |
| | OF THE COMPANY | | | | | | |
O.6 | | TO PASS A NON-BINDING ADVISORY VOTE | | Management | | Abstain | | Against |
| | ON THE COMPANY’S EXECUTIVE | | | | | | |
| | REMUNERATION POLICY | | | | | | |
O.7 | | TO GRANT THE DIRECTORS’ THE GENERAL | | Management | | Abstain | | Against |
| | AUTHORITY TO RE-ISSUE THE | | | | | | |
| | REPURCHASED SHARES OF THE COMPANY | | | | | | |
S.1 | | TO APPROVE THAT THE ANNUAL FEES | | Management | | Abstain | | Against |
| | PAYABLE TO THE NON-EXECUTIVE | | | | | | |
| | DIRECTORS OF THE COMPANY | | | | | | |
S.2 | | TO ALLOW THE COMPANY TO PROVIDE ANY | | Management | | Abstain | | Against |
| | DIRECT OR INDIRECT FINANCIAL | | | | | | |
| | ASSISTANCE AS CONTEMPLATED IN | | | | | | |
| | SECTION 45 OF THE COMPANIES ACT TO | | | | | | |
| | ANY ONE OR MORE RELATED OR INTER- | | | | | | |
| | RELATED COMPANIES | | | | | | |
S.3 | | TO GRANT THE DIRECTORS THE GENERAL | | Management | | Abstain | | Against |
| | AUTHORITY TO REPURCHASE UP TO 10% OF | | | | | | |
| | THE COMPANY’S ISSUED SHARES | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
S.1 | | GENERAL AUTHORITY TO REPURCHASE | | Management | | For | | For |
| | SHARES | | | | | | |
S.2.1 | | REMUNERATION OF NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS: CHAIRMAN OF THE INVICTA | | | | | | |
| | BOARD-R667 800 PER ANNUM | | | | | | |
S.2.2 | | REMUNERATION OF NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS: CHAIRMAN OF THE AUDIT | | | | | | |
| | COMMITTEE-R66 780 PER ANNUM | | | | | | |
S.2.3 | | REMUNERATION OF NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS: MEMBERS OF THE INVICTA | | | | | | |
| | BOARD-R30 740 PER MEETING | | | | | | |
S.2.4 | | REMUNERATION OF NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS: MEMBERS OF THE BMG | | | | | | |
| | BOARD-R14 840 PER MEETING | | | | | | |
S.2.5 | | REMUNERATION OF NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS: MEMBERS OF THE HUMULANI | | | | | | |
| | BOARD-R14 840 PER MEETING | | | | | | |
S.2.6 | | REMUNERATION OF NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS: MEMBERS OF THE AUDIT | | | | | | |
| | COMMITTEE-R27 560 PER MEETING | | | | | | |
S.2.7 | | REMUNERATION OF NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS: MEMBERS OF THE | | | | | | |
| | REMUNERATION COMMITTEE-R25 440 PER | | | | | | |
| | ANNUM | | | | | | |
S.3 | | APPROVAL OF FINANCIAL ASSISTANCE TO | | Management | | For | | For |
| | ANY PERSON FOR THE PURPOSES OF, OR | | | | | | |
| | IN CONNECTION WITH, THE SUBSCRIPTION | | | | | | |
| | OF ANY OPTION OR ANY SECURITIES, | | | | | | |
| | ISSUED OR TO BE ISSUED BY THE | | | | | | |
| | COMPANY OR A RELATED OR INTER | | | | | | |
| | RELATED COMPANY OF THE COMPANY | | | | | | |
S.4 | | APPROVAL OF FINANCIAL ASSISTANCE TO | | Management | | For | | For |
| | ANY COMPANY WHICH IS RELATED OR | | | | | | |
| | INTER-RELATED TO THE COMPANY | | | | | | |
O.1 | | TO RECEIVE AND CONSIDER THE | | Management | | For | | For |
| | DIRECTORS REPORT ANNUAL FINANCIAL | | | | | | |
| | STATEMENTS OF THE COMPANY AND THE | | | | | | |
| | GROUP ANNUAL FINANCIAL STATEMENTS, | | | | | | |
| | AS WELL AS THE AUDIT COMMITTEE | | | | | | |
| | REPORT FOR THE YEAR ENDED 31 MARCH | | | | | | |
| | 2014 | | | | | | |
O.2.1 | | TO RE-ELECT AS DIRECTOR LR SHERRELL | | Management | | For | | For |
O.2.2 | | TO RE-ELECT AS DIRECTOR ADV JD WIESE | | Management | | For | | For |
O.3.1 | | TO RATIFY THE APPOINTMENT AS | | Management | | For | | For |
| | INDEPENDENT NON-EXECUTIVE DIRECTOR | | | | | | |
| | OF MR RA WALLY | | | | | | |
O.3.2 | | TO RATIFY THE APPOINTMENT AS | | Management | | For | | For |
| | INDEPENDENT NON-EXECUTIVE DIRECTOR | | | | | | |
| | OF MRS R NAIDOO | | | | | | |
O.4 | | APPROVAL OF THE COMPANY’S | | Management | | For | | For |
| | REMUNERATION POLICY AND ITS | | | | | | |
| | IMPLEMENTATION | | | | | | |
O.5 | | TO PLACE THE AUTHORISED BUT UNISSUED | | Management | | For | | For |
| | SHARES UNDER THE CONTROL OF THE | | | | | | |
| | DIRECTORS | | | | | | |
O.6 | | TO AUTHORISE THE DIRECTORS TO ISSUE | | Management | | For | | For |
| | SHARES FOR CASH | | | | | | |
O.7 | | TO CONFIRM THE REAPPOINTMENT OF | | Management | | For | | For |
| | DELOITTE AND TOUCHE AS INDEPENDENT | | | | | | |
| | AUDITORS OF THE COMPANY AND THE | | | | | | |
| | GROUP AND T MARRIDAY AS THE | | | | | | |
| | DESIGNATED AUDIT PARTNER FOR THE | | | | | | |
| | 2015 FINANCIAL YEAR | | | | | | |
O.8.1 | | TO RE-ELECT AS AUDIT COMMITTEE | | Management | | For | | For |
| | MEMBER MR DI SAMUELS (CHAIRMAN) | | | | | | |
O.8.2 | | TO RE-ELECT AS AUDIT COMMITTEE | | Management | | For | | For |
| | MEMBER MR LR SHERRELL | | | | | | |
O.8.3 | | TO RE-ELECT AS AUDIT COMMITTEE | | Management | | For | | For |
| | MEMBER MR RA WALLY | | | | | | |
O.8.4 | | TO RE-ELECT AS AUDIT COMMITTEE | | Management | | For | | For |
| | MEMBER ADV JD WIESE | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1 | | ACCEPTANCE OF ANNUAL FINANCIAL | | Management | | For | | For |
| | STATEMENTS | | | | | | |
O.2 | | CONFIRMATION AND APPROVAL OF | | Management | | For | | For |
| | PAYMENT OF DIVIDENDS | | | | | | |
O.3 | | REAPPOINTMENT OF | | Management | | For | | For |
| | PRICEWATERHOUSECOOPERS INC. AS | | | | | | |
| | AUDITOR | | | | | | |
O.4.1 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR C L ENENSTEIN | | | | | | |
O.4.2 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR D G ERIKSSON | | | | | | |
O.4.3 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR R OLIVEIRA DE | | | | | | |
| | LIMA | | | | | | |
O.4.4 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR Y MA | | | | | | |
O.4.5 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR J D T | | | | | | |
| | STOFBERG | | | | | | |
O.4.6 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR F L N LETELE | | | | | | |
O.4.7 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR B VAN DIJK | | | | | | |
O.4.8 | | TO CONFIRM THE APPOINTMENT OF THE | | Management | | For | | For |
| | FOLLOWING DIRECTOR: MR V SGOURDOS | | | | | | |
O.5.1 | | TO ELECT THE FOLLOWING DIRECTOR: | | Management | | For | | For |
| | PROF R C C JAFTA | | | | | | |
O.5.2 | | TO ELECT THE FOLLOWING DIRECTOR: | | Management | | For | | For |
| | PROF D MEYER | | | | | | |
O.5.3 | | TO ELECT THE FOLLOWING DIRECTOR: MR J | | Management | | For | | For |
| | J M VAN ZYL | | | | | | |
O.6.1 | | APPOINTMENT OF THE FOLLOWING AUDIT | | Management | | For | | For |
| | COMMITTEE MEMBER: ADV F-A DU PLESSIS | | | | | | |
O.6.2 | | APPOINTMENT OF THE FOLLOWING AUDIT | | Management | | For | | For |
| | COMMITTEE MEMBER: MR D G ERIKSSON | | | | | | |
O.6.3 | | APPOINTMENT OF THE FOLLOWING AUDIT | | Management | | For | | For |
| | COMMITTEE MEMBER: MR B J VAN DER | | | | | | |
| | ROSS | | | | | | |
O.6.4 | | APPOINTMENT OF THE FOLLOWING AUDIT | | Management | | For | | For |
| | COMMITTEE MEMBER: MR J J M VAN ZYL | | | | | | |
O.7 | | TO ENDORSE THE COMPANY’S | | Management | | For | | For |
| | REMUNERATION POLICY | | | | | | |
O.8 | | APPROVAL OF GENERAL AUTHORITY | | Management | | For | | For |
| | PLACING UNISSUED SHARES UNDER THE | | | | | | |
| | CONTROL OF THE DIRECTORS | | | | | | |
O.9 | | APPROVAL OF ISSUE OF SHARES FOR CASH | | Management | | For | | For |
O.10 | | AUTHORISATION TO IMPLEMENT ALL | | Management | | For | | For |
| | RESOLUTIONS ADOPTED AT THE ANNUAL | | | | | | |
| | GENERAL MEETING | | | | | | |
S.1.1 | | BOARD - CHAIR | | Management | | For | | For |
S.121 | | BOARD - MEMBER (SOUTH AFRICAN | | Management | | For | | For |
| | RESIDENT) | | | | | | |
S.122 | | BOARD - MEMBER (NON-SOUTH AFRICAN | | Management | | For | | For |
| | RESIDENT) | | | | | | |
S.123 | | BOARD - MEMBER (ADDITIONAL AMOUNT | | Management | | For | | For |
| | FOR NON-SOUTH AFRICAN RESIDENT) | | | | | | |
S.124 | | BOARD - MEMBER (DAILY AMOUNT) | | Management | | For | | For |
S.1.3 | | AUDIT COMMITTEE - CHAIR | | Management | | For | | For |
S.1.4 | | AUDIT COMMITTEE - MEMBER | | Management | | For | | For |
S.1.5 | | RISK COMMITTEE - CHAIR | | Management | | For | | For |
S.1.6 | | RISK COMMITTEE - MEMBER | | Management | | For | | For |
S.1.7 | | HUMAN RESOURCES AND REMUNERATION | | Management | | For | | For |
| | COMMITTEE - CHAIR | | | | | | |
S.1.8 | | HUMAN RESOURCES AND REMUNERATION | | Management | | For | | For |
| | COMMITTEE - MEMBER | | | | | | |
S.1.9 | | NOMINATION COMMITTEE - CHAIR | | Management | | For | | For |
S.110 | | NOMINATION COMMITTEE - MEMBER | | Management | | For | | For |
S.111 | | SOCIAL AND ETHICS COMMITTEE - CHAIR | | Management | | For | | For |
S.112 | | SOCIAL AND ETHICS COMMITTEE - MEMBER | | Management | | For | | For |
S.113 | | TRUSTEES OF GROUP SHARE | | Management | | For | | For |
| | SCHEMES/OTHER PERSONNEL FUNDS | | | | | | |
S.114 | | MEDIA24 PENSION FUND - CHAIR | | Management | | For | | For |
S.115 | | MEDIA24 PENSION FUND - TRUSTEE | | Management | | For | | For |
S.1.1 | | BOARD - CHAIR | | Management | | For | | For |
S.121 | | BOARD - MEMBER (SOUTH AFRICAN | | Management | | For | | For |
| | RESIDENT) | | | | | | |
S.122 | | BOARD - MEMBER (NON-SOUTH AFRICAN | | Management | | For | | For |
| | RESIDENT) | | | | | | |
S.123 | | BOARD - MEMBER (ADDITIONAL AMOUNT | | Management | | For | | For |
| | FOR NON-SOUTH AFRICAN RESIDENT) | | | | | | |
S.124 | | BOARD - MEMBER (DAILY AMOUNT) | | Management | | For | | For |
S.1.3 | | AUDIT COMMITTEE - CHAIR | | Management | | For | | For |
S.1.4 | | AUDIT COMMITTEE - MEMBER | | Management | | For | | For |
S.1.5 | | RISK COMMITTEE - CHAIR | | Management | | For | | For |
S.1.6 | | RISK COMMITTEE - MEMBER | | Management | | For | | For |
S.1.7 | | HUMAN RESOURCES AND REMUNERATION | | Management | | For | | For |
| | COMMITTEE - CHAIR | | | | | | |
S.1.8 | | HUMAN RESOURCES AND REMUNERATION | | Management | | For | | For |
| | COMMITTEE - MEMBER | | | | | | |
S.1.9 | | NOMINATION COMMITTEE - CHAIR | | Management | | For | | For |
S.110 | | NOMINATION COMMITTEE - MEMBER | | Management | | For | | For |
S.111 | | SOCIAL AND ETHICS COMMITTEE - CHAIR | | Management | | For | | For |
S.112 | | SOCIAL AND ETHICS COMMITTEE - MEMBER | | Management | | For | | For |
S.113 | | TRUSTEES OF GROUP SHARE | | Management | | For | | For |
| | SCHEMES/OTHER PERSONNEL FUNDS | | | | | | |
S.114 | | MEDIA24 PENSION FUND - CHAIR | | Management | | For | | For |
S.115 | | MEDIA24 PENSION FUND - TRUSTEE | | Management | | For | | For |
S.2 | | AMENDMENT TO ARTICLE 26 OF THE | | Management | | For | | For |
| | MEMORANDUM OF INCORPORATION | | | | | | |
S.3 | | APPROVE GENERALLY THE PROVISION OF | | Management | | For | | For |
| | FINANCIAL ASSISTANCE IN TERMS OF | | | | | | |
| | SECTION 44 OF THE ACT | | | | | | |
S.4 | | APPROVE GENERALLY THE PROVISION OF | | Management | | For | | For |
| | FINANCIAL ASSISTANCE IN TERMS OF | | | | | | |
| | SECTION 45 OF THE ACT | | | | | | |
S.5 | | GENERAL AUTHORITY FOR THE COMPANY | | Management | | For | | For |
| | OR ITS SUBSIDIARIES TO ACQUIRE N | | | | | | |
| | ORDINARY SHARES IN THE COMPANY | | | | | | |
S.6 | | GENERAL AUTHORITY FOR THE COMPANY | | Management | | For | | For |
| | OR ITS SUBSIDIARIES TO ACQUIRE A | | | | | | |
| | ORDINARY SHARES IN THE COMPANY | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
3A. | | TO ELECT THE DIRECTOR RETIRING IN | | Management | | For | | For |
| | TERMS OF CLAUSE 22.2.1 OF THE | | | | | | |
| | COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION: C BEGGS | | | | | | |
3B. | | TO ELECT THE DIRECTOR RETIRING IN | | Management | | For | | For |
| | TERMS OF CLAUSE 22.2.1 OF THE | | | | | | |
| | COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION: DE CONSTABLE | | | | | | |
3C. | | TO ELECT THE DIRECTOR RETIRING IN | | Management | | For | | For |
| | TERMS OF CLAUSE 22.2.1 OF THE | | | | | | |
| | COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION: HG DIJKGRAAF | | | | | | |
3D. | | TO ELECT THE DIRECTOR RETIRING IN | | Management | | For | | For |
| | TERMS OF CLAUSE 22.2.1 OF THE | | | | | | |
| | COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION: ZM MKHIZE | | | | | | |
3E. | | TO ELECT THE DIRECTOR RETIRING IN | | Management | | For | | For |
| | TERMS OF CLAUSE 22.2.1 OF THE | | | | | | |
| | COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION: PJ ROBERTSON | | | | | | |
4A. | | TO ELECT THE DIRECTOR APPOINTED BY | | Management | | For | | For |
| | THE BOARD IN TERMS OF CLAUSE 22.4.1 OF | | | | | | |
| | THE COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION AFTER THE PREVIOUS | | | | | | |
| | AGM, AND WHO WILL CEASE TO HOLD | | | | | | |
| | OFFICE AT THE END OF THE ANNUAL | | | | | | |
| | GENERAL MEETING: B NQWABABA | | | | | | |
4B. | | TO ELECT THE DIRECTOR APPOINTED BY | | Management | | For | | For |
| | THE BOARD IN TERMS OF CLAUSE 22.4.1 OF | | | | | | |
| | THE COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION AFTER THE PREVIOUS | | | | | | |
| | AGM, AND WHO WILL CEASE TO HOLD | | | | | | |
| | OFFICE AT THE END OF THE ANNUAL | | | | | | |
| | GENERAL MEETING: NNA MATYUMZA | | | | | | |
5. | | TO APPOINT PRICEWATERHOUSECOOPERS | | Management | | For | | For |
| | INC TO ACT AS INDEPENDENT AUDITORS OF | | | | | | |
| | THE COMPANY UNTIL THE END OF THE | | | | | | |
| | NEXT ANNUAL GENERAL MEETING. | | | | | | |
6A. | | TO ELECT THE MEMBER OF THE AUDIT | | Management | | For | | For |
| | COMMITTEE: C BEGGS (SUBJECT TO HIS | | | | | | |
| | BEING RE-ELECTED AS A DIRECTOR) | | | | | | |
6B. | | TO ELECT THE MEMBER OF THE AUDIT | | Management | | For | | For |
| | COMMITTEE: NNA MATYUMZA (SUBJECT TO | | | | | | |
| | HER BEING ELECTED AS A DIRECTOR) | | | | | | |
6C. | | TO ELECT THE MEMBER OF THE AUDIT | | Management | | For | | For |
| | COMMITTEE: IN MKHIZE | | | | | | |
6D. | | TO ELECT THE MEMBER OF THE AUDIT | | Management | | For | | For |
| | COMMITTEE: MJN NJEKE | | | | | | |
6E. | | TO ELECT THE MEMBER OF THE AUDIT | | Management | | For | | For |
| | COMMITTEE: S WESTWELL | | | | | | |
7. | | ADVISORY ENDORSEMENT - TO ENDORSE, | | Management | | For | | For |
| | ON A NON-BINDING ADVISORY BASIS, THE | | | | | | |
| | COMPANY’S REMUNERATION POLICY. | | | | | | |
8.1 | | SPECIAL RESOLUTION NUMBER 1 - TO | | Management | | For | | For |
| | APPROVE THE REMUNERATION PAYABLE | | | | | | |
| | TO NON-EXECUTIVE DIRECTORS OF THE | | | | | | |
| | COMPANY FOR THEIR SERVICES AS | | | | | | |
| | DIRECTORS FOR THE PERIOD 1 JULY 2014 | | | | | | |
| | UNTIL THIS RESOLUTION IS REPLACED. | | | | | | |
8.2 | | SPECIAL RESOLUTION NUMBER 2 - TO | | Management | | For | | For |
| | AUTHORISE THE BOARD TO GRANT | | | | | | |
| | AUTHORITY TO THE COMPANY TO PROVIDE: | | | | | | |
| | FINANCIAL ASSISTANCE AS CONTEMPLATED | | | | | | |
| | IN SECTION 44 OF THE ACT; AND DIRECT OR | | | | | | |
| | INDIRECT FINANCIAL ASSISTANCE AS | | | | | | |
| | CONTEMPLATED IN SECTION 45 OF THE ACT | | | | | | |
| | TO ITS RELATED AND INTER-RELATED | | | | | | |
| | COMPANIES AND/OR CORPORATIONS, | | | | | | |
| | AND/OR TO MEMBERS OF SUCH RELATED | | | | | | |
| | OR INTER-RELATED COMPANIES AND/OR | | | | | | |
| | CORPORATIONS AND/OR TO DIRECTORS OR | | | | | | |
| | PRESCRIBED OFFICERS OF THE COMPANY | | | | | | |
| | OR OF A RELATED OR INTER-RELATED | | | | | | |
| | COMPANY AND/OR... (DUE TO SPACE | | | | | | |
| | LIMITS, SEE PROXY STATEMENT FOR FULL | | | | | | |
| | PROPOSAL) | | | | | | |
8.3 | | SPECIAL RESOLUTION NUMBER 3 - TO | | Management | | For | | For |
| | AMEND SUB CLAUSES 26.3, 26.4 AND 26.5 OF | | | | | | |
| | THE MEMORANDUM OF INCORPORATION OF | | | | | | |
| | THE COMPANY. | | | | | | |
8.4 | | SPECIAL RESOLUTION NUMBER 4 - TO | | Management | | For | | For |
| | AMEND SUB CLAUSE 29.4.2 OF THE | | | | | | |
| | MEMORANDUM OF INCORPORATION OF THE | | | | | | |
| | COMPANY. | | | | | | |
8.5 | | SPECIAL RESOLUTION NUMBER 5 - TO | | Management | | For | | For |
| | AUTHORISE THE BOARD TO APPROVE THE | | | | | | |
| | GENERAL REPURCHASE BY THE COMPANY | | | | | | |
| | OR PURCHASE BY ANY OF ITS | | | | | | |
| | SUBSIDIARIES, OF ANY OF THE COMPANY’S | | | | | | |
| | ORDINARY SHARES AND/OR SASOL BEE | | | | | | |
| | ORDINARY SHARES. | | | | | | |
8.6 | | SPECIAL RESOLUTION NUMBER 6 - TO | | Management | | For | | For |
| | AUTHORISE THE BOARD TO APPROVE THE | | | | | | |
| | PURCHASE BY THE COMPANY (AS PART OF | | | | | | |
| | A GENERAL REPURCHASE IN ACCORDANCE | | | | | | |
| | WITH SPECIAL RESOLUTION NUMBER 5), OF | | | | | | |
| | ITS ISSUED SHARES FROM A DIRECTOR | | | | | | |
| | AND/OR A PRESCRIBED OFFICER OF THE | | | | | | |
| | COMPANY, AND/OR PERSONS RELATED TO | | | | | | |
| | A DIRECTOR OR PRESCRIBED OFFICER OF | | | | | | |
| | THE COMPANY. | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1 | | TO RE-APPOINT THE EXTERNAL AUDITORS: | | Management | | For | | For |
| | RESOLVED THAT THE RE-APPOINTMENT OF | | | | | | |
| | DELOITTE & TOUCHE, AS NOMINATED BY | | | | | | |
| | THE GROUP’S AUDIT COMMITTEE, AS THE | | | | | | |
| | INDEPENDENT EXTERNAL AUDITOR OF THE | | | | | | |
| | GROUP. IT IS NOTED THAT MR MARK HOLME | | | | | | |
| | IS THE INDIVIDUAL REGISTERED AUDITOR | | | | | | |
| | WHO WILL UNDERTAKE THE AUDIT FOR THE | | | | | | |
| | FINANCIAL YEAR ENDING JUNE 30 2015, | | | | | | |
| | BEING THE DESIGNATED AUDITOR | | | | | | |
O.2.1 | | RE-ELECTION OF DIRECTOR APPOINTED | | Management | | For | | For |
| | DURING THE YEAR: NT MADISA | | | | | | |
O.2.2 | | RE-ELECTION OF DIRECTOR APPOINTED | | Management | | For | | For |
| | DURING THE YEAR: FN MANTASHE | | | | | | |
O.2.3 | | RE-ELECTION OF DIRECTOR APPOINTED | | Management | | For | | For |
| | DURING THE YEAR: S MASINGA | | | | | | |
O.2.4 | | RE-ELECTION OF DIRECTOR RETIRING BY | | Management | | For | | For |
| | ROTATION AND AVAILABLE FOR RE- | | | | | | |
| | ELECTION: DDB BAND | | | | | | |
O.2.5 | | RE-ELECTION OF DIRECTOR RETIRING BY | | Management | | For | | For |
| | ROTATION AND AVAILABLE FOR RE- | | | | | | |
| | ELECTION: DE CLEASBY | | | | | | |
O.2.6 | | RE-ELECTION OF DIRECTOR RETIRING BY | | Management | | For | | For |
| | ROTATION AND AVAILABLE FOR RE- | | | | | | |
| | ELECTION: AW DAWE | | | | | | |
O.2.7 | | RE-ELECTION OF DIRECTOR RETIRING BY | | Management | | For | | For |
| | ROTATION AND AVAILABLE FOR RE- | | | | | | |
| | ELECTION: D MASSON | | | | | | |
O.2.8 | | RE-ELECTION OF DIRECTOR RETIRING BY | | Management | | For | | For |
| | ROTATION AND AVAILABLE FOR RE- | | | | | | |
| | ELECTION: LP RALPHS | | | | | | |
O.2.9 | | RE-ELECTION OF DIRECTOR RETIRING BY | | Management | | For | | For |
| | ROTATION AND AVAILABLE FOR RE- | | | | | | |
| | ELECTION: T SLABBERT | | | | | | |
O.3.1 | | ELECTION OF AUDIT COMMITTEE MEMBER: | | Management | | For | | For |
| | PC BALOYI | | | | | | |
O.3.2 | | ELECTION OF AUDIT COMMITTEE MEMBER: | | Management | | For | | For |
| | EK DIACK | | | | | | |
O.3.3 | | ELECTION OF AUDIT COMMITTEE MEMBER: | | Management | | For | | For |
| | S MASINGA | | | | | | |
O.3.4 | | ELECTION OF AUDIT COMMITTEE MEMBER: | | Management | | For | | For |
| | NG PAYNE | | | | | | |
O.4.1 | | ENDORSEMENT OF BIDVEST | | Management | | For | | For |
| | REMUNERATION POLICY - NON-BINDING | | | | | | |
| | ADVISORY NOTE: “PART 1 - POLICY ON BASE | | | | | | |
| | PACKAGE AND BENEFITS” | | | | | | |
O.4.2 | | ENDORSEMENT OF BIDVEST | | Management | | For | | For |
| | REMUNERATION POLICY - NON-BINDING | | | | | | |
| | ADVISORY NOTE: “PART 1 - POLICY ON | | | | | | |
| | SHORT-TERM INCENTIVES” | | | | | | |
O.4.3 | | ENDORSEMENT OF BIDVEST | | Management | | For | | For |
| | REMUNERATION POLICY - NON-BINDING | | | | | | |
| | ADVISORY NOTE: “PART 1 - POLICY ON | | | | | | |
| | LONG-TERM INCENTIVES” | | | | | | |
O.5 | | GENERAL AUTHORITY TO DIRECTORS TO | | Management | | For | | For |
| | ALLOT AND ISSUE AUTHORISED BUT | | | | | | |
| | UNISSUED ORDINARY SHARES | | | | | | |
O.6 | | GENERAL AUTHORITY TO ISSUE SHARES | | Management | | For | | For |
| | FOR CASH | | | | | | |
O.7 | | PAYMENT OF DIVIDEND BY WAY OF PRO | | Management | | For | | For |
| | RATA REDUCTION OF SHARE CAPITAL OR | | | | | | |
| | SHARE PREMIUM | | | | | | |
O.8 | | CREATION AND ISSUE OF CONVERTIBLE | | Management | | For | | For |
| | DEBENTURES | | | | | | |
O.9 | | DIRECTORS’ AUTHORITY TO IMPLEMENT | | Management | | For | | For |
| | SPECIAL AND ORDINARY RESOLUTIONS | | | | | | |
S.1 | | GENERAL AUTHORITY TO ACQUIRE | | Management | | For | | For |
| | (REPURCHASE) SHARES | | | | | | |
S.2 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | REMUNERATION - 2014/2015 | | | | | | |
S.3 | | GENERAL AUTHORITY TO PROVIDE DIRECT | | Management | | For | | For |
| | OR INDIRECT FINANCIAL ASSISTANCE TO | | | | | | |
| | ALL RELATED AND INERT-RELATED | | | | | | |
| | ENTITIES | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1 | | CONSIDERATION OF ANNUAL FINANCIAL | | Management | | For | | For |
| | STATEMENTS | | | | | | |
O.2 | | RE-APPOINT PRICEWATERHOUSECOOPERS | | Management | | For | | For |
| | INC AS AUDITORS OF THE COMPANY WITH | | | | | | |
| | JORGE CONCALVES AS THE INDIVIDUAL | | | | | | |
| | REGISTERED AUDITOR | | | | | | |
O.3.1 | | ELECTION OF INDEPENDENT AUDIT AND | | Management | | For | | For |
| | RISK COMMITTEE: MR LES OWEN | | | | | | |
O.3.2 | | ELECTION OF INDEPENDENT AUDIT AND | | Management | | For | | For |
| | RISK COMMITTEE: MS SINDI ZILWA | | | | | | |
O.3.3 | | ELECTION OF INDEPENDENT AUDIT AND | | Management | | For | | For |
| | RISK COMMITTEE: MS SONJA SEBOTSA | | | | | | |
O.4.1 | | RE-ELECTION AND APPOINTMENT OF | | Management | | For | | For |
| | DIRECTOR: MR LES OWEN | | | | | | |
O.4.2 | | RE-ELECTION AND APPOINTMENT OF | | Management | | For | | For |
| | DIRECTOR: MR SONJA SEBOTSA | | | | | | |
O.4.3 | | RE-ELECTION AND APPOINTMENT OF | | Management | | For | | For |
| | DIRECTOR: DR VINCENT MAPHAI | | | | | | |
O.4.4 | | RE-ELECTION AND APPOINTMENT OF | | Management | | For | | For |
| | DIRECTOR: MS TANIA SLABBERT | | | | | | |
O.4.5 | | MR TITO MBOWENI BE ELECTED AS A NON- | | Management | | For | | For |
| | EXECUTIVE DIRECTOR | | | | | | |
O.4.6 | | MR HERMAN BOSMAN BE ELECTED AS A | | Management | | For | | For |
| | NON-EXECUTIVE DIRECTOR | | | | | | |
O.5 | | APPROVAL OF GROUP REMUNERATION | | Management | | For | | For |
| | POLICY | | | | | | |
O.6 | | DIRECTORS’ AUTHORITY TO TAKE ALL SUCH | | Management | | For | | For |
| | ACTIONS NECESSARY TO IMPLEMENT THE | | | | | | |
| | AFORESAID ORDINARY RESOLUTION AND | | | | | | |
| | THE SPECIAL RESOLUTIONS MENTIONED | | | | | | |
| | BELOW | | | | | | |
O.7.1 | | GENERAL AUTHORITY TO ISSUE | | Management | | For | | For |
| | PREFERENCE SHARES: TO GIVE THE | | | | | | |
| | DIRECTOR THE GENERAL AUTHORITY TO | | | | | | |
| | ALLOT AND ISSUE 10 000 000 A | | | | | | |
| | PREFERENCE SHARES | | | | | | |
O.7.2 | | GENERAL AUTHORITY TO ISSUE | | Management | | For | | For |
| | PREFERENCE SHARES: TO GIVE THE | | | | | | |
| | DIRECTOR THE GENERAL AUTHORITY TO | | | | | | |
| | ALLOT AND ISSUE 12 000 000 B | | | | | | |
| | PREFERENCE SHARES | | | | | | |
S.1 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | REMUNERATION-2014/2015 | | | | | | |
S.2 | | GENERAL AUTHORITY TO REPURCHASE | | Management | | For | | For |
| | SHARES IN TERMS OF THE JSE LISTINGS | | | | | | |
| | REQUIREMENTS | | | | | | |
S.3 | | AUTHORITY TO PROVIDE FINANCIAL | | Management | | For | | For |
| | ASSISTANCE IN TERMS OF SECTION 44 AND | | | | | | |
| | 45 OF THE COMPANIES ACT | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1 | | PRESENTATION OF THE ANNUAL FINANCIAL | | Non-Voting | | | | |
| | STATEMENTS | | | | | | |
2 | | TO REAPPOINT DELOITTE & TOUCHE AS | | Management | | For | | For |
| | AUDITORS | | | | | | |
3.1S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: EXECUTIVE | | | | | | |
| | DIRECTORS’ FEES | | | | | | |
321S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: CHAIRMAN | | | | | | |
322S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: BOARD | | | | | | |
| | MEMBERS | | | | | | |
323S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: AUDIT | | | | | | |
| | COMMITTEE | | | | | | |
324S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: HUMAN | | | | | | |
| | RESOURCES AND REMUNERATION | | | | | | |
| | COMMITTEE | | | | | | |
325S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: GROUP RISK | | | | | | |
| | OVERVIEW COMMITTEE | | | | | | |
326S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: NOMINATION | | | | | | |
| | COMMITTEE | | | | | | |
327S1 | | TO APPROVE THE FEES TO DIRECTORS FOR | | Management | | For | | For |
| | THE YEAR ENDING JUNE 2015: SOCIAL AND | | | | | | |
| | ETHICS COMMITTEE | | | | | | |
41O.1 | | RE-ELECT TO THE BOARD: DC BRINK | | Management | | For | | For |
42O.1 | | RE-ELECT TO THE BOARD: CE DAUN | | Management | | For | | For |
43O.1 | | RE-ELECT TO THE BOARD: JF MOUTON | | Management | | For | | For |
44O.1 | | RE-ELECT TO THE BOARD: BE STEINHOFF | | Management | | For | | For |
45O.1 | | RE-ELECT TO THE BOARD: CH WIESE | | Management | | For | | For |
46O.1 | | RE-ELECT TO THE BOARD: SJ GROBLER | | Management | | For | | For |
47O.1 | | RE-ELECT TO THE BOARD: HJK FERREIRA | | Management | | For | | For |
51O.2 | | RE-ELECT INDEPENDENT NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS TO THE AUDIT COMMITTEE: SF | | | | | | |
| | BOOYSEN (CHAIRMAN) | | | | | | |
52O.2 | | RE-ELECT INDEPENDENT NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS TO THE AUDIT COMMITTEE: DC | | | | | | |
| | BRINK | | | | | | |
53O.2 | | RE-ELECT INDEPENDENT NON-EXECUTIVE | | Management | | For | | For |
| | DIRECTORS TO THE AUDIT COMMITTEE: MT | | | | | | |
| | LATEGAN | | | | | | |
6.S.2 | | CONVERSION OF SHARES | | Management | | For | | For |
7.S.3 | | INCREASE IN SHARE CAPITAL | | Management | | For | | For |
8.O.3 | | PLACEMENT OF SHARES UNDER THE | | Management | | For | | For |
| | CONTROL OF DIRECTORS | | | | | | |
9.O.4 | | SHARES UNDER THE CONTROL OF | | Management | | For | | For |
| | DIRECTORS FOR SHARE INCENTIVE | | | | | | |
| | SCHEME | | | | | | |
10S.4 | | GENERAL AUTHORITY TO PURCHASE OWN | | Management | | For | | For |
| | SHARES | | | | | | |
11O.5 | | GENERAL AUTHORITY TO DISTRIBUTE | | Management | | For | | For |
| | SHARE CAPITAL AND/OR RESERVES | | | | | | |
12O.6 | | AUTHORITY TO CREATE AND ISSUE | | Management | | For | | For |
| | CONVERTIBLE DEBENTURES | | | | | | |
13O.7 | | ENDORSEMENT OF REMUNERATION POLICY | | Management | | For | | For |
14S.5 | | AUTHORITY TO PROVIDE FINANCIAL | | Management | | For | | For |
| | ASSISTANCE | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1.A | | TO RE-ELECT, BY WAY OF A SEPARATE | | Management | | For | | For |
| | VOTE, RETIRING DIRECTOR MR JOCK | | | | | | |
| | MCKENZIE WHO IS ELIGIBLE AND AVAILABLE | | | | | | |
| | FOR RE-ELECTION | | | | | | |
O.1.B | | TO RE-ELECT, BY WAY OF A SEPARATE | | Management | | For | | For |
| | VOTE, RETIRING DIRECTOR MS JUDITH | | | | | | |
| | FEBRUARY WHO IS ELIGIBLE AND | | | | | | |
| | AVAILABLE FOR RE-ELECTION | | | | | | |
O.1.C | | TO CONFIRM AND APPROVE THE | | Management | | For | | For |
| | APPOINTMENT OF MS LULAMA BOYCE AS A | | | | | | |
| | DIRECTOR EFFECTIVE 7 OCTOBER 2014 | | | | | | |
O.2 | | TO CONFIRM THE APPOINTMENT OF EY AS | | Management | | For | | For |
| | THE COMPANY’S REGISTERED AUDITORS | | | | | | |
| | AND TO NOTE MR MP RAPSON AS THE | | | | | | |
| | DESIGNATED AUDIT PARTNER | | | | | | |
O.3.A | | TO RE-ELECT AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBERS EACH BY WAY OF A SEPARATE | | | | | | |
| | VOTE: TO RE-ELECT PROF ALEXANDRA | | | | | | |
| | WATSON | | | | | | |
O.3.B | | TO RE-ELECT AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBERS EACH BY WAY OF A SEPARATE | | | | | | |
| | VOTE: TO RE-ELECT MR SHAMS PATHER | | | | | | |
O.3.C | | TO RE-ELECT AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBERS EACH BY WAY OF A SEPARATE | | | | | | |
| | VOTE: TO RE-ELECT MR JOCK MCKENZIE | | | | | | |
S.1 | | TO AUTHORISE THE COMPANY TO | | Management | | For | | For |
| | GENERALLY PROVIDE ANY DIRECT OR | | | | | | |
| | INDIRECT FINANCIAL ASSISTANCE | | | | | | |
| | CONTEMPLATED IN AND SUBJECT TO THE | | | | | | |
| | PROVISIONS OF SECTIONS 44 AND 45 OF | | | | | | |
| | THE ACT | | | | | | |
S.2 | | TO APPROVE THE COMPANY’S | | Management | | For | | For |
| | REMUNERATION TO NON-EXECUTIVE | | | | | | |
| | DIRECTORS IN RESPECT OF THE FINANCIAL | | | | | | |
| | YEAR ENDING 30 SEPTEMBER 2015, AS SET | | | | | | |
| | OUT IN THE NOTICE OF ANNUAL GENERAL | | | | | | |
| | MEETING | | | | | | |
S.3 | | TO PROVIDE THE DIRECTORS WITH A | | Management | | For | | For |
| | GENERAL AUTHORITY TO REPURCHASE UP | | | | | | |
| | TO 20% OF THE COMPANY’S ISSUED SHARE | | | | | | |
| | CAPITAL | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1 | | ACCEPTANCE OF ANNUAL FINANCIAL | | Management | | For | | For |
| | STATEMENTS | | | | | | |
O.2 | | ELECTION OF MS FNO EDOZIEN | | Management | | For | | For |
O.3 | | ELECTION OF MR DM SEWELA | | Management | | For | | For |
O.4 | | RE-ELECTION OF MR PJ BLACKBEARD | | Management | | For | | For |
O.5 | | RE-ELECTION OF MR M LAUBSCHER | | Management | | For | | For |
O.6 | | RE-ELECTION OF MS SS MKHABELA | | Management | | For | | For |
O.7 | | RE-ELECTION OF MR SS NTSALUBA | | Management | | For | | For |
O.8 | | RE-ELECTION OF ADV DB NTSEBEZA SC | | Management | | For | | For |
O.9 | | RE-ELECTION OF MR AGK HAMILTON AS A | | Management | | For | | For |
| | MEMBER AND CHAIR OF THE AUDIT | | | | | | |
| | COMMITTEE | | | | | | |
O.10 | | RE-ELECTION OF MS B NGONYAMA AS A | | Management | | For | | For |
| | MEMBER OF THE AUDIT COMMITTEE | | | | | | |
O.11 | | RE-ELECTION OF MR SS NTSALUBA AS A | | Management | | For | | For |
| | MEMBER OF THE AUDIT COMMITTEE | | | | | | |
O.12 | | APPOINTMENT OF EXTERNAL AUDITOR: | | Management | | For | | For |
| | DELOITTE AND TOUCHE | | | | | | |
O.13 | | NON-BINDING ADVISORY VOTE ON | | Management | | For | | For |
| | REMUNERATION POLICY | | | | | | |
S.1.1 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: CHAIRMAN OF THE BOARD | | | | | | |
S.1.2 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: RESIDENT NON-EXECUTIVE | | | | | | |
| | DIRECTORS | | | | | | |
S.1.3 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: NON-RESIDENT NON-EXECUTIVE | | | | | | |
| | DIRECTORS | | | | | | |
S.1.4 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: CHAIRMAN OF THE AUDIT | | | | | | |
| | COMMITTEE (NON-RESIDENT) | | | | | | |
S.1.5 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: RESIDENT MEMBERS OF THE AUDIT | | | | | | |
| | COMMITTEE | | | | | | |
S.1.6 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: CHAIRMAN OF THE REMUNERATION | | | | | | |
| | COMMITTEE (NON-RESIDENT) | | | | | | |
S.1.7 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: CHAIRMAN OF THE SOCIAL, ETHICS | | | | | | |
| | AND TRANSFORMATION COMMITTEE | | | | | | |
| | (RESIDENT) | | | | | | |
S.1.8 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: CHAIRMAN OF THE RISK AND | | | | | | |
| | SUSTAINABILITY COMMITTEE (RESIDENT) | | | | | | |
S.1.9 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: CHAIRMAN OF THE GENERAL | | | �� | | | |
| | PURPOSES COMMITTEE (RESIDENT) | | | | | | |
S1.10 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: CHAIRMAN OF THE NOMINATION | | | | | | |
| | COMMITTEE (RESIDENT) | | | | | | |
S1.11 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: RESIDENT MEMBERS OF EACH OF | | | | | | |
| | THE BOARD COMMITTEES OTHER THAN | | | | | | |
| | AUDIT COMMITTEE | | | | | | |
S1.12 | | APPROVAL OF NON-EXECUTIVE DIRECTORS’ | | Management | | For | | For |
| | FEES: NON-RESIDENT MEMBERS OF EACH | | | | | | |
| | OF THE BOARD COMMITTEES | | | | | | |
S.2 | | APPROVAL OF LOANS OR OTHER FINANCIAL | | Management | | For | | For |
| | ASSISTANCE TO RELATED OR INTER- | | | | | | |
| | RELATED COMPANIES AND CORPORATIONS | | | | | | |
S.3 | | GENERAL AUTHORITY TO ACQUIRE THE | | Management | | For | | For |
| | COMPANY’S OWN SHARES | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1 | | TO ADOPT THE ANNUAL FINANCIAL | | Management | | For | | For |
| | STATEMENTS FOR THE YEAR ENDED 30 | | | | | | |
| | SEPTEMBER 2014 | | | | | | |
O.2.1 | | TO RE-ELECT T ELOFF AS DIRECTOR | | Management | | For | | For |
O.2.2 | | TO RE-ELECT M MACDONALD AS DIRECTOR | | Management | | For | | For |
O.3.1 | | TO RE-ELECT MM MACDONALD AS MEMBER | | Management | | For | | For |
| | OF THE AUDIT AND RISK MANAGEMENT | | | | | | |
| | COMMITTEE | | | | | | |
O.3.2 | | TO RE-ELECT T ELOFF AS MEMBER OF THE | | Management | | For | | For |
| | AUDIT AND RISK MANAGEMENT COMMITTEE | | | | | | |
O.3.3 | | TO RE-ELECT IS FOURIE AS MEMBER OF | | Management | | For | | For |
| | THE AUDIT AND RISK MANAGEMENT | | | | | | |
| | COMMITTEE | | | | | | |
O.3.4 | | TO RE-ELECT TM SHABANGU AS MEMBER | | Management | | For | | For |
| | OF THE AUDIT AND RISK MANAGEMENT | | | | | | |
| | COMMITTEE | | | | | | |
O.4.1 | | TO RE-ELECT T ELOFF AS MEMBER OF THE | | Management | | For | | For |
| | SOCIAL AND ETHICS COMMITTEE | | | | | | |
O.4.2 | | TO RE-ELECT GD ARNOLD AS MEMBER OF | | Management | | For | | For |
| | THE SOCIAL AND ETHICS COMMITTEE | | | | | | |
O.4.3 | | TO RE-ELECT LW HANSEN AS MEMBER OF | | Management | | For | | For |
| | THE SOCIAL AND ETHICS COMMITTEE | | | | | | |
O.4.4 | | TO RE-ELECT TP MAUMELA AS MEMBER OF | | Management | | For | | For |
| | THE SOCIAL AND ETHICS COMMITTEE | | | | | | |
O.5 | | TO RE-APPOINT | | Management | | For | | For |
| | PRICEWATERHOUSECOOPERS INC. AS | | | | | | |
| | AUDITORS FOR THE 2015 FINANCIAL YEAR | | | | | | |
O.6 | | TO CONFIRM THE AUTHORITY OF THE AUDIT | | Management | | For | | For |
| | AND RISK MANAGEMENT COMMITTEE TO | | | | | | |
| | DETERMINE THE REMUNERATION OF THE | | | | | | |
| | AUDITORS | | | | | | |
O.7 | | TO ENDORSE, THROUGH A NON-BINDING | | Management | | For | | For |
| | ADVISORY NOTE, THE COMPANY’S | | | | | | |
| | REMUNERATION POLICY AND ITS | | | | | | |
| | IMPLEMENTATION | | | | | | |
O.8 | | TO AUTHORISE ANY DIRECTOR OR THE | | Management | | For | | For |
| | COMPANY SECRETARY TO SIGN | | | | | | |
| | DOCUMENTATION NECESSARY TO | | | | | | |
| | IMPLEMENT THE ORDINARY AND SPECIAL | | | | | | |
| | RESOLUTIONS PASSED AT THE ANNUAL | | | | | | |
| | GENERAL MEETING | | | | | | |
9.S.1 | | TO APPROVE THE REMUNERATION | | Management | | For | | For |
| | PAYABLE TO NON-EXECUTIVE DIRECTORS | | | | | | |
10S.2 | | TO AUTHORISE THE DIRECTORS TO | | Management | | For | | For |
| | APPROVE ACTIONS RELATED TO | | | | | | |
| | TRANSACTIONS AMOUNTING TO FINANCIAL | | | | | | |
| | ASSISTANCE | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
1. | | RE-APPOINTMENT OF ERNST & YOUNG INC. | | Management | | For | | For |
| | AS EXTERNAL AUDITORS OF THE COMPANY | | | | | | |
2A. | | ELECTION OF DIRECTOR: MS KC RAMON | | Management | | For | | For |
2B. | | ELECTION OF DIRECTOR: MS M RICHTER | | Management | | For | | For |
2C. | | ELECTION OF DIRECTOR: MR A GARNER | | Management | | For | | For |
3A. | | RE-ELECTION OF DIRECTOR: PROF LW | | Management | | For | | For |
| | NKUHLU | | | | | | |
3B. | | RE-ELECTION OF DIRECTOR: MS NP | | Management | | For | | For |
| | JANUARY-BARDILL | | | | | | |
3C. | | RE-ELECTION OF DIRECTOR: MR RJ | | Management | | For | | For |
| | RUSTON | | | | | | |
4A. | | ELECTION OF AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBER: MR R GASANT | | | | | | |
4B. | | ELECTION OF AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBER: PROF LW NKUHLU | | | | | | |
4C. | | ELECTION OF AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBER: MR MJ KIRKWOOD | | | | | | |
4D. | | ELECTION OF AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBER: MR RJ RUSTON | | | | | | |
4E. | | ELECTION OF AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBER: MR A GARNER | | | | | | |
4F. | | ELECTION OF AUDIT AND RISK COMMITTEE | | Management | | For | | For |
| | MEMBER: MS M RICHTER | | | | | | |
5. | | GENERAL AUTHORITY TO DIRECTORS TO | | Management | | For | | For |
| | ALLOT AND ISSUE ORDINARY SHARES | | | | | | |
6A. | | TO AMEND ANGLOGOLD ASHANTI’S SHARE | | Management | | For | | For |
| | INCENTIVE SCHEME: TO INCREASE THE | | | | | | |
| | AGGREGATE LIMIT OF THE NUMBER OF | | | | | | |
| | ORDINARY SHARES ALLOCATED TO THE | | | | | | |
| | SHARE INCENTIVE SCHEMES FROM | | | | | | |
| | 17,000,000 TO 20,000,000 ORDINARY SHARES | | | | | | |
6B. | | TO AMEND ANGLOGOLD ASHANTI’S SHARE | | Management | | For | | For |
| | INCENTIVE SCHEME: TO INCREASE THE | | | | | | |
| | AGGREGATE LIMIT OF THE NUMBER OF | | | | | | |
| | ORDINARY SHARES ALLOCATED TO | | | | | | |
| | INDIVIDUAL ELIGIBLE EMPLOYEES | | | | | | |
| | RELATING TO THE SHARE INCENTIVE | | | | | | |
| | SCHEMES FROM 850,000 TO 1,000,000 | | | | | | |
| | ORDINARY SHARES | | | | | | |
7. | | NON-BINDING ADVISORY ENDORSEMENT: | | Management | | For | | For |
| | ENDORSEMENT OF THE ANGLOGOLD | | | | | | |
| | ASHANTI REMUNERATION POLICY | | | | | | |
8. | | SPECIAL RESOLUTION NO. 1 APPROVAL OF | | Management | | For | | For |
| | THE NON-EXECUTIVE DIRECTORS’ | | | | | | |
| | REMUNERATION FOR THEIR SERVICES AS | | | | | | |
| | DIRECTORS, WHICH REMAINS UNCHANGED | | | | | | |
| | FROM THE PREVIOUS YEAR | | | | | | |
9. | | SPECIAL RESOLUTION NO. 2 GENERAL | | Management | | For | | For |
| | AUTHORITY TO DIRECTORS TO ISSUE | | | | | | |
| | SHARES FOR CASH | | | | | | |
10. | | SPECIAL RESOLUTION NO. 3 GENERAL | | Management | | For | | For |
| | AUTHORITY TO ACQUIRE THE COMPANY’S | | | | | | |
| | OWN SHARES | | | | | | |
11. | | SPECIAL RESOLUTION NO. 4 APPROVAL FOR | | Management | | For | | For |
| | THE COMPANY TO GRANT FINANCIAL | | | | | | |
| | ASSISTANCE IN TERMS OF SECTIONS 44 | | | | | | |
| | AND 45 OF THE COMPANIES ACT | | | | | | |
12. | | SPECIAL RESOLUTION NO. 5 AMENDMENT | | Management | | For | | For |
| | OF THE COMPANY’S MEMORANDUM OF | | | | | | |
| | INCORPORATION (MOI) RE THE | | | | | | |
| | CANCELLATION OF THE 4,280,000 E | | | | | | |
| | ORDINARY SHARES, DELETING CLAUSE 10 | | | | | | |
| | OF THE MOI ATTACHING THE RIGHTS TO | | | | | | |
| | THE E ORDINARY SHARES AND DELETING | | | | | | |
| | THE REFERENCE TO E ORDINARY SHARES | | | | | | |
| | IN CLAUSE 4.12 OF THE COMPANY’S MOI | | | | | | |
Item | | Proposal | | Proposed | | Vote | | For/Against |
| | | | by | | | | Management |
O.1 | | RATIFYING THE BOARD OF DIRECTORS’ | | Management | | Abstain | | Against |
| | REPORT REGARDING THE COMPANY’S | | | | | | |
| | ACTIVITIES FOR THE FISCAL YEAR ENDED | | | | | | |
| | DECEMBER 31, 2014 | | | | | | |
O.2 | | RATIFYING THE COMPANY’S FINANCIAL | | Management | | Abstain | | Against |
| | STATEMENTS FOR THE FISCAL YEAR ENDED | | | | | | |
| | DECEMBER 31, 2014 | | | | | | |
O.3 | | RATIFYING THE AUDITOR’S REPORT FOR | | Management | | Abstain | | Against |
| | THE FISCAL YEAR ENDED DECEMBER 31, | | | | | | |
| | 2014 | | | | | | |
O.4 | | APPROVING THE APPOINTMENT OF THE | | Management | | Abstain | | Against |
| | COMPANY’S AUDITOR AND DETERMINING | | | | | | |
| | HIS FEES FOR THE FISCAL YEAR ENDING | | �� | | | | |
| | DECEMBER 31, 2015 | | | | | | |
O.5 | | RATIFYING THE CHANGES THAT HAVE BEEN | | Management | | Abstain | | Against |
| | MADE TO THE BOARD OF DIRECTORS TO | | | | | | |
| | DATE | | | | | | |
O.6 | | RELEASING THE LIABILITY OF THE | | Management | | Abstain | | Against |
| | CHAIRMAN & THE BOARD MEMBERS FOR | | | | | | |
| | THE FISCAL YEAR ENDED DECEMBER 31, | | | | | | |
| | 2014 AND REAPPOINTING THE BOARD OF | | | | | | |
| | DIRECTORS FOR THREE YEARS | | | | | | |
O.7 | | DETERMINING THE REMUNERATION AND | | Management | | Abstain | | Against |
| | ALLOWANCES OF BOARD MEMBERS FOR | | | | | | |
| | THE FISCAL YEAR ENDING DECEMBER 31, | | | | | | |
| | 2015 | | | | | | |
O.8 | | AUTHORIZING THE BOARD OF DIRECTORS | | Management | | Abstain | | Against |
| | TO DONATE DURING THE FISCAL YEAR | | | | | | |
| | ENDING DECEMBER 31, 2015 | | | | | | |
O.9 | | APPROVING THE YEARLY DISCLOSURE | | Management | | Abstain | | Against |
| | REPORT REGARDING THE CORRECTIVE | | | | | | |
| | ACTIONS FOR IMPROVING THE FINANCIAL | | | | | | |
| | INDICATORS OF THE COMPANY AND TO | | | | | | |
| | RECOUP LOSSES | | | | | | |
O.10 | | APPROVING THE PROPOSED MUTUAL | | Management | | Abstain | | Against |
| | SERVICES AGREEMENT WITH VIMPELCOM | | | | | | |
| | LTD IN ORDER TO ACHIEVE EFFICIENCIES | | | | | | |
| | AND MANAGE COSTS | | | | | | |
O.11 | | APPROVE THE REVERSAL AND WRITE-OFF | | Management | | Abstain | | Against |
| | OF MANAGEMENT FEES DUE FROM THE | | | | | | |
| | SUBSIDIARIES IN PAKISTAN AND | | | | | | |
| | BANGLADESH | | | | | | |
E.1 | | CONSIDERING THE CONTINUATION OF THE | | Management | | Abstain | | Against |
| | ACTIVITY OF THE COMPANY THOUGH THE | | | | | | |
| | COMPANY’S LOSSES EXCEEDED 50% OF ITS | | | | | | |
| | SHARE CAPITAL | | | | | | |
E.2 | | CONSIDERING AMENDING ARTICLE (4) OF | | Management | | Abstain | | Against |
| | THE STATUTES OF THE COMPANY | | | | | | |
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.