UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-07239
NAME OF REGISTRANT: VANGUARD HORIZON FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: SEPTEMBER 30
DATE OF REPORTING PERIOD: JULY 1, 2004 - JUNE 30, 2005
FUND: VANGUARD GLOBAL EQUITY FUND
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ISSUER: A.O. TATNEFT
TICKER: TNT CUSIP: 03737P306
MEETING DATE: 6/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: REPORT OF THE BOARD OF DIRECTORS ON THE ISSUER YES FOR N/A
FINANCIAL AND ECONOMIC ACTIVITIES OF OAO TATNEFT FOR THE
YEAR 2004. APPROVAL OF THE ANNUAL REPORT OF THE
COMPANY, ANNUAL FINANCIAL STATEMENTS, INCLUDING PROFIT
AND LOSS STATEMENT (PROFIT AND LOSS ACCOUNTS) OF THE
COMPANY FOR THE YEAR 2004.
PROPOSAL #02: APPROVAL OF THE DISTRIBUTION OF PROFIT ON ISSUER YES FOR N/A
THE RESULTS OF THE FINANCIAL YEAR.
PROPOSAL #03: ON THE PAYMENT OF ANNUAL DIVIDENDS BASED ISSUER YES FOR N/A
ON THE RESULT OF THE YEAR 2004. APPROVAL OF THE AMOUNT
OF DIVIDENDS, THE FORM AND THE DATE OF PAYMENT.
PROPOSAL #04: ELECTION OF DIRECTORS AND SUPERVISORY ISSUER YES FOR N/A
BOARD. TO VOTE CUMULATIVELY PLEASE SEE ATTACHED.
PROPOSAL #05: ELECTION OF MEMBERS OF THE REVISION ISSUER YES FOR N/A
COMMISSION OF OAO TATNEFT.
PROPOSAL #06: APPROVAL OF THE EXTERNAL AUDITOR OF OAO ISSUER YES FOR N/A
TATNEFT.
PROPOSAL #07: INTRODUCTION OF AMENDMENTS TO THE CHARTER ISSUER YES AGAINST N/A
OF OAO TATNEFT.
PROPOSAL #08: INTRODUCTION OF AMENDMENTS TO THE ISSUER YES AGAINST N/A
REGULATION ON THE BOARD OF DIRECTORS OF OAO TATNEFT.
PROPOSAL #09: APPROVAL OF THE REGULATION ON THE GENERAL ISSUER YES AGAINST N/A
SHAREHOLDERS OF OAO TATNEFT.
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ISSUER: ABBEY NATIONAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE A SCHEME OF ARRANGEMENT PURSUANT ISSUER YES FOR N/A
TO SECTION 425 OF THE COMPANIES ACT 1985 PROPOSED TO BE
MADE BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME
SHARES AS SPECIFIED
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ISSUER: ABBEY NATIONAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE: A) THE SCHEME OF ARRANGEMENT ISSUER YES FOR N/A
DATED 17 SEP 2004 THE SCHEME BETWEEN THE COMPANY AND
THE RELEVANT HOLDERS BOTH AS DEFINED IN THE SCHEME ,
SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION
INCLUDING, WITHOUT LIMITATION, ANY MODIFICATION OR
ADDITION WHICH REPRESENTS AN IMPROVEMENT IN THE VALUE
AND/OR TERMS OF THE ACQUISITION TO HOLDERS OF SCHEME
SHARES AS DETERMINED BY MORGAN STANLEY & CO. LTD AND
THE BOARD OF DIRECTORS OF THE COMPANY APPROVED AND
IMPOSED BY THE COURT AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO TAKE ALL SUCH ACTIONS AS THEY CONSIDER
NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO
EFFECT; B) FOR THE PURPOSE OF GIVING EFFECT TO THE
SCHEME IN ITS ORIGINAL FORM OR SUBJECT TO ANY
MODIFICATION, ADDITION OR CONDITION INCLUDING, WITHOUT
LIMITATION, ANY MODIFICATION OR ADDITION WHICH
REPRESENTS AN IMPROVEMENT IN THE VALUE AND/OR TERMS OF
THE ACQUISITION TO HOLDERS OF SCHEME SHARES AS
DETERMINED BY MORGAN STANLEY & CO. LTD AND THE BOARD OF
DIRECTORS OF THE COMPANY APPROVED AND IMPOSED BY THE
COURT: I) TO REDUCE THE SHARE CAPITAL OF THE COMPANY BY
CANCELING THE SCHEME SHARES THE SCHEME ; II) FORTHWITH
AND CONTINGENTLY UPON THE REDUCTION OF CAPITAL REFERRED
TO IN SUB-PARAGRAPH (I) ABOVE TAKING EFFECT, TO INCREASE
THE SHARE CAPITAL OF THE COMPANY TO ITS FORMER AMOUNT
BY THE CREATION OF SUCH NUMBER OF NEW ABBEY SHARES THE
SCHEME AS IS EQUAL TO THE NUMBER OF SCHEME SHARES
CANCELLED PURSUANT TO SUB-PARAGRAPH (I) ABOVE AND HAVING
THE SAME RIGHTS AS AMENDED BY THIS RESOLUTION AS THE
SCHEME SHARES SO CANCELLED; AND III) FORTHWITH AND
CONTINGENTLY UPON THE REDUCTION OF CAPITAL REFERRED TO
IN SUB-PARAGRAPH (I) ABOVE TAKING EFFECT, THAT THE
RESERVE ARISING IN THE BOOKS OF ACCOUNT OF THE COMPANY
AS A RESULT OF THE SAID REDUCTION OF CAPITAL BE
CAPITALIZED AND APPLIED BY THE COMPANY IN PAYING UP IN
FULL AT PAR ALL OF THE NEW ABBEY SHARES REFERRED TO IN
SUB-PARAGRAPH (II) ABOVE, WHICH SHALL BE ALLOTTED AND
ISSUED, CREDITED AS FULLY PAID UP, TO BANCO SANTANDER
CENTRAL HISPANO, S.A. BANCO SANTANDER IN ACCORDANCE
WITH THE SCHEME; C) FORTHWITH AND CONTINGENTLY UPON THE
REDUCTION OF CAPITAL REFERRED TO IN SUB-PARAGRAPH (B)
(I) ABOVE OF THIS RESOLUTION TAKING EFFECT, TO AUTHORIZE
THE BOARD OF DIRECTORS OF THE COMPANY, PURSUANT TO AND
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985
TO GIVE EFFECT TO THIS RESOLUTION, TO ALLOT THE NEW
ABBEY SHARES REFERRED TO IN PARAGRAPH (B)(II) ABOVE,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
SHARES UP TO AN MAXIMUM NOMINAL AMOUNT OF GBP
1,175,000,000; AUTHORITY EXPIRES ON 5TH ANNIVERSARY OF
THIS RESOLUTION , THIS AUTHORITY SHALL BE WITHOUT
PREJUDICE TO ANY OTHER AUTHORITY UNDER THE SAID SECTION
80 PREVIOUSLY GRANTED AND IN FORCE ON THE DATE ON WHICH
THIS RESOLUTION IS PASSED; AND D) FORTHWITH UPON THE
PASSING OF THIS RESOLUTION, TO AMEND ARTICLE 5A OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY
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ISSUER: ABERCROMBIE & FITCH CO.
TICKER: ANF CUSIP: 002896207
MEETING DATE: 6/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ALLAN A. TUTTLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARCHIE M. GRIFFIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUSSELL M. GERTMENIAN ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE ABERCROMBIE & FITCH CO. ISSUER YES FOR FOR
2005 LONG-TERM INCENTIVE PLAN
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY
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ISSUER: ABITIBI-CONSOLIDATED INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MESSRS. HANS P. BLACK, JACQUES ISSUER YES FOR N/A
BOUGIE, MARLENE DAVIDGE, WILLIAM E. DAVIS, RICHARD
DROUIN, LISE LACHAPELLE, GARY J. LUKASSEN, JOHN A. TORY,
DAVID A. WARD AND JOHN W. WEAVER AS THE DIRECTORS FOR
ENSUING YEAR
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF NEXT AGM
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
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ISSUER: ACCIONA SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS OF ACCIONA, ISSUER YES FOR N/A
S.A. AND ITS CONSOLIDATED GROUP WITH REFERENCE TO THE
YEAR 2004
PROPOSAL #2.: APPROVE THE MANAGEMENT REPORTS OF THE ISSUER YES FOR N/A
ACCIONA AND ITS CONSOLIDATED GROUP WITH REFERENCE TO THE
YEAR 2004, AND THE COMPANY MANAGEMENT
PROPOSAL #3.: APPROVE THE APPLICATION OF THE PROFITS ISSUER YES FOR N/A
PROPOSAL #4.: AUTHORIZE THE COMPANY AND ITS AFFILIATES ISSUER YES FOR N/A
TO CARRY OUT THE DERIVATIVE ACQUISITION OF OWN SHARES,
RENDERING VOID THE AUTHORIZATION GRANTED BY THE OGM OF
SHARE HOLDERS HELD IN 2004
PROPOSAL #5.: APPOINT AND RE-APPOINT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT THE FINANCIAL AUDITORS OF ISSUER YES FOR N/A
ACCIONA AND ITS AFFILIATED COMPANIES
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS FOR ISSUER YES FOR N/A
DEVELOPMENT, INTERPRETATION, RATIFICATION AND PUBLIC
RECORDING OF THE RESOLUTIONS PASSED BY THE GENERAL
MEETINGS
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ISSUER: ACE LIMITED
TICKER: ACE CUSIP: G0070K103
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EVAN G. GREENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. KROL ISSUER YES FOR FOR
PROPOSAL #B: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS
OF ACE LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31,
2005.
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ISSUER: ACERINOX SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS, BALANCE ISSUER YES FOR N/A
SHEET, PROFIT AND LOSS ACCOUNT AND NOTES TO THE
ACCOUNTS, AND OF THE MANAGEMENT REPORTS OF ACERINOX AND
ITS CONSOLIDATED GROUP AND APPLICATION OF PROFITS OF
ACERINOX, S.A ALL OF THE FOREGOING WITH REFERENCE TO THE
YEAR 2004
PROPOSAL #2.: APPROVE THE MANAGEMENT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS DURING THE YEAR 2004, AND OF THE TWO 2004
INTERIM DIVIDENDS PAID ON 04 JAN 2005 AND 04 APR 2005
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS THE TO ISSUER YES FOR N/A
CARRY OUT THE ACQUISITION OF OWN SHARES, EITHER DIRECTLY
OR VIA AFFILIATED COMPANIES, IN CONFORMITY WITH THE
PROVISIONS OF SECTION 75 OF THE SPANISH LIMITED
COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS, ESTABLISHING
THE LIMITS AND REQUIREMENTS THERETO
PROPOSAL #4.: APPROVE THE REIMBURSEMENT OF CONTRIBUTIONS ISSUER YES FOR N/A
TO THE SHAREHOLDERS, TO BE CHARGED TO THE ISSUE PREMIUM
ACCOUNT
PROPOSAL #5.: APPROVE THE CAPITAL REDUCTION BY ISSUER YES FOR N/A
AMORTIZATION OF OWN SHARES, WITH EXCLUSION OF THE
CREDITORS RIGHT TO OPPOSE, CONSEQUENTLY MODIFYING
ARTICLE 5 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #6.: AMEND THE ARTICLE 19 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION ABOUT COMPOSITION OF THE BOARD, OR NUMBER OF
DIRECTORS
PROPOSAL #7.: APPOINT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #8.: GRANT DISCHARGE TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO EXECUTE AND RECTIFY THE RESOLUTIONS ADOPTED BY THE
MEETING AND FOR THEIR PUBLIC RECORDING
PROPOSAL #9.: APPOINT THE COMPTROLLERS TO ADOPT THE ISSUER YES FOR N/A
MINUTES OF THE PROCEEDINGS AS A CORRECT RECORD
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ISSUER: ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS, BALANCE ISSUER YES FOR N/A
SHEET, PROFIT AND LOSS ACCOUNT AND THE MANAGEMENT
REPORTS OF THE PARENT COMPANY, ACS ACTIVIDADES DE
CONSTRUCCION Y SERVICIOS, S.A. AND ITS CONSOLIDATED
GROUP; APPLICATION OF PROFITS; COMPANY ADMINISTRATION
REPORT; ALL OF THE FOREGOING WITH REFERENCE TO THE YEAR
2004
PROPOSAL #2.: APPROVE THE MANAGEMENT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS DURING THE YEAR 2004
PROPOSAL #3.: APPROVE THE RATIFICATION, RESIGNATION, ISSUER YES FOR N/A
DISSIMISAL OR APPOINT THE DIRECTORS AS THE CASE MAY BE
PROPOSAL #4.: GRANT AUTHORITY THE DERIVATIVE ACQUISITION ISSUER YES FOR N/A
OF OWN SHARES
PROPOSAL #5.: APPOINT THE AUDITORS OF THE COMPANY AND ISSUER YES FOR N/A
ITS CONSOLIDATED GROUP
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO MODIFY ISSUER YES FOR N/A
A STOCK OPTION PROGRAM THAT WAS APPROVED BY THE
RESOLUTION DATED 20 MAY 2004 AT THE GENERAL MEETING OF
SHAREHOLDERS
PROPOSAL #7.: APPROVE THE DELEGATION OF POWERS FOR THE ISSUER YES FOR N/A
EXECUTION AND PUBLIC RECORDING OF THE RESOLUTIONS PASSED
PROPOSAL #8.: APPROVE TO READ THE MINUTES OF THE ISSUER YES FOR N/A
PROCEEDINGS, AND ADOPT THE MINUTES, AS THE CASE MAY BE,
AS A CORRECT RECORD
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ISSUER: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE BUSINESS REPORT FOR 2004, ISSUER YES FOR N/A
CONSISTING OF THE ANNUAL REPORT, THE FINANCIAL
STATEMENTS OF ADECCO S.A. AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE BUSINESS YEAR 2004
PROPOSAL #2.: RECEIVE THE REPORTS OF THE STATUTORY ISSUER YES FOR N/A
AUDITORS AND THE GROUP AUDITORS
PROPOSAL #3.: APPROVE THE BUSINESS REPORT 2004 ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #5.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS
PROPOSAL #6.1: RE-ELECT THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #6.2.1: ELECT THE AUDITORS AND THE AUDITORS OF ISSUER YES FOR N/A
THE GROUP
PROPOSAL #6.2.2: ELECT THE SPECIAL AUDITOR ARTICLE 23 ISSUER YES FOR N/A
PARAGRAPH 2 OF THE ARTICLES OF INCORPORATION
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ISSUER: ADIDAS-SALOMON AG, HERZOGENAURACH
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2004, ALONG WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 68,691,114.50 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.30 PER NO PAR SHARE EUR
9,074,414.50 SHALL BE CARRIED FORWARD EX-DIVIDEND;
PAYMENT DATE 05 MAY 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE TO REVOKE THE AUTHORIZATION TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY UP TO EUR 42,800,000; AND
AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
COMPANY'S SHARE CAPITAL BY UP TO EUR 41,000,000 THROUGH
THE ISSUE OF NEW SHARES AGAINST PAYMENT IN CASH;
AUTHORITY EXPIRES AFTER 5 YEARS ; SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS;
AND AMEND CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE TO REVOKE THE AUTHORIZATION TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY UP TO EUR 3,579,043.17 IN
RESPECT OF THE UNUSED PORTION; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE COMPANY'S SHARE
CAPITAL BY UP TO EUR 4,000,000 THROUGH THE ISSUE OF NEW
BEARER NO-PAR SHARES AGAINST PAYMENT IN CASH AND/OR
KIND; AUTHORITY EXPIRES AFTER 3 YEARS ; THE
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT
FOR CASES IN WHICH THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD DECIDES
OTHERWISE; AND AMEND CORRESPONDING ARTICLES OF
ASSOCIATION
PROPOSAL #7.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ACQUIRE OWN SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN
5% FROM THE MARKET PRICE OF THE SHARES IF THEY ARE
ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 15%;
IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 03 NOV 2006; AUTHORIZE THE COMPANY TO SELL THE
SHARES AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES, FOR
THE SATISFACTION OF OPTION OR CONVERTIBLE RIGHTS, OR
WITHIN THE COMPANY'S STOCK OPTION PLAN, TO USE THE
SHARES AS PARTIAL REMUNERATION FOR MEMBERS OF THE BOARD
OF MANAGING DIRECTORS AND TO RETIRE THE SHARES
PROPOSAL #8.: APPOINT KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AG, FRANKFURT, AS THE AUDITORS FOR THE FY
2005
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ISSUER: ADVANCED INFO SERVICE PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MATTERS TO BE INFORM ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO CERTIFY THE MINUTES OF THE AGM ISSUER YES FOR N/A
OF 2004 HELD ON 23 APR 2004
PROPOSAL #3.: APPROVE TO CERTIFY THE RESULTS OF ISSUER YES FOR N/A
OPERATION FOR THE YEAR 2004
PROPOSAL #4.: APPROVE THE BALANCE SHEET, STATEMENT OF ISSUER YES FOR N/A
INCOME AND STATEMENT OF CASH FLOW FOR THE YEAR 2004
ENDED 31 DEC 2004
PROPOSAL #5.: APPOINT THE COMPANY'S AUDITORS AND APPROVE ISSUER YES FOR N/A
TO DETERMINE THE AUDITORS REMUNERATION FOR THE YE 2005
PROPOSAL #6.: APPROVE THE DIVIDEND PAYMENT TO THE ISSUER YES FOR N/A
SHAREHOLDERS FOR THE FY 2004
PROPOSAL #7.: APPOINT THE DIRECTORS AND APPROVE TO ISSUER YES FOR N/A
DETERMINE THE DIRECTORS REMUNERATION FOR 2005
PROPOSAL #8.: APPROVE THE ISSUANCE AND OFFERING OF ISSUER YES FOR N/A
WARRANTS OF 9,794,800 UNITS TO PURCHASE THE COMPANY'S
ORDINARY SHARES TO DIRECTORS AND EMPLOYEES OF THE
COMPANY (ESOP GRANT IV)
PROPOSAL #9.: APPROVE THE ALLOCATION OF 9,794,800 NEW ISSUER YES FOR N/A
ORDINARY SHARES AT PAR VALUE OF THB 1 EACH IN ORDER TO
RESERVE FOR THE EXERCISE OF WARRANTS UNDER THE ESOP
GRANT IV
PROPOSAL #10.: APPROVE THE ALLOCATION OF WARRANTS TO ISSUER YES FOR N/A
DIRECTORS AND EMPLOYEES WHO ARE ELIGIBLE FOR THE
WARRANTS EXCEEDING 5% OF THE ESOP GRANT IV
PROPOSAL #11.: APPROVE THE ALLOTMENT OF 620,000 ISSUER YES FOR N/A
ADDITIONAL ORDINARY SHARES, AT PAR VALUE OF THB 1 EACH,
RESERVED FOR EXERCISING THE RIGHT IN PURSUANCE WITH THE
ESOP GRANT 1, 2 AND 3 DUE TO THE ENTERING INTO TERMS AND
CONDITIONS OF THE PROSPECTUS
PROPOSAL #12.: OTHER MATTERS ISSUER YES AGAINST N/A
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ISSUER: AGERE SYSTEMS INC.
TICKER: AGRA CUSIP: 00845V209
MEETING DATE: 2/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD S. HILL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ARUN NETRAVALI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD A. WAGNER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO APPROVE AN AMENDMENT TO OUR CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO RECLASSIFY OUR CLASS A COMMON STOCK
AND CLASS B COMMON STOCK INTO A NEW, SINGLE CLASS OF
COMMON STOCK.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO OUR CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO EFFECT A 1-FOR-10 REVERSE STOCK
SPLIT.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO OUR CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO EFFECT A 1-FOR-20 REVERSE STOCK
SPLIT.
PROPOSAL #05: TO APPROVE AN AMENDMENT TO OUR CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO EFFECT A 1-FOR-30 REVERSE STOCK
SPLIT.
PROPOSAL #06: TO APPROVE AN AMENDMENT TO OUR CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO EFFECT A 1-FOR-40 REVERSE STOCK
SPLIT.
PROPOSAL #07: TO APPROVE AN AMENDMENT TO OUR CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION TO MAKE ADMINISTRATIVE CHANGES.
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ISSUER: AGRIUM, INC.
TICKER: AGU CUSIP: 008916108
MEETING DATE: 5/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GERMAINE GIBARA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTOR J. ZALESCHUK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN A. HENRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUSSELL J. HORNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH S. CUNNINGHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NEIL CARRAGHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARRY G. SCHAEFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK W. PROTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK W. KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. GRANT DEVINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL M. WILSON ISSUER YES FOR FOR
PROPOSAL #02: THE APPOINTMENT OF KPMG LLP, CHARTERED ISSUER YES FOR FOR
ACCOUNTANTS, AS AUDITORS OF THE CORPORATION.
PROPOSAL #03: THE RESOLUTION APPROVING THE RESERVATION ISSUER YES FOR FOR
OF AN ADDITIONAL 1,100,000 COMMON SHARES FOR OPTION
GRANTS UNDER THE CORPORATION'S STOCK OPTION AND TANDEM
SAR PLAN.
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ISSUER: AIR NEW ZEALAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/27/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.a: ELECT MR. JANE FREEMAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.b: ELECT MR. JOHN MCDONALD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.c: ELECT MR. WARREN LARSEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: ADOPT NEW CONSTITUTION ISSUER YES FOR N/A
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ISSUER: AIRTOURS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/13/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT TO BE ISSUER YES FOR N/A
MADE BETWEEN THE COMPANY, THE SHAREHOLDERS AND THE
GENERAL CREDITORS AS DEFINED IN THE SCHEME OF
ARRANGEMENT
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ISSUER: AIRTOURS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/24/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, SUBJECT TO EACH OF THE ISSUER YES FOR N/A
RESTRUCTURING AGREEMENT BECOMING UNCONDITIONAL OTHER
THAN AS TO THIS RESOLUTION BECOMING EFFECTIVE : A) TO
RE-CLASSIFY 120,801,424 UNISSUED ORDINARY SHARES OF 10P
EACH IN THE CAPITAL OF THE COMPANY INTO 1,208,014,240
UNCLASSIFIED SHARES OF 1P EACH TO BE DIVIDED INTO NEW A
ORDINARY SHARES AND CONVERTIBLE SHARES AT THE DISCRETION
OF THE DIRECTORS UPON ALLOTMENT HAVING THE RIGHTS AND
BEING SUBJECT TO THE RESTRICTION SET OUT IN THE NEW
ARTICLES OF ASSOCIATION; B) TO INCREASE THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY FROM GBP 73,627,500 TO GBP
192,218,030.24 BY THE CREATION OF 11,859,053.023 NEW
UNCLASSIFIED SHARES OF 1P EACH TO BE DIVIDED INTO NEW A
ORDINARY SHARES AND CONVERTIBLE SHARES AT THE DISCRETION
OF THE DIRECTORS UPON ALLOTMENT; C) AUTHORIZE THE
BOARD, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY AND
PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985, TO
ALLOT EQUITY SECURITIES UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 130,670,672.64; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE
BOARD MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY; D) AUTHORIZE THE
BOARD, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY,
PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO
ALLOT EQUITY SECURITIES UP TO GBP 130,670,672.64
SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY SUB-PARAGRAPH (C), DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SUB-SECTION(1) OF
SECTION 89 OF THE ACT ; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE
BOARD MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY; E) AND APPROVE AND
ADOPT THE ARTICLES OF ASSOCIATION OF THE COMPANY IN
SUBSTITUTION FOR AND TO THE EXCLUSION OF THE EXISTING
ARTICLES OF ASSOCIATION
PROPOSAL #2.: APPROVE, SUBJECT TO RESOLUTION S.1 BEING ISSUER YES FOR N/A
PASSED: A) THE MANAGEMENT INCENTIVE PLAN; B) TO INCREASE
THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BY GBP
7,622,455.90 BY THE CREATION OF 762,245,590 A ORDINARY
SHARES OF 1P EACH; AND C) AUTHORIZE THE BOARD, PURSUANT
TO SECTION 80 OF THE COMPANIES ACT 1985, AND IN ADDITION
TO THE AUTHORITY GRANTED PURSUANT TO RESOLUTION S.1, TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 7,622,455.90 FOR ISSUE UPON THE EXERCISE
OF ANY OPTIONS GRANTED PURSUANT TO THE MANAGEMENT
INCENTIVE PLAN REFERRED TO IN (A); AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE
BOARD MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AISIN SEIKI CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES ABSTAIN N/A
DIVIDEND - ORDINARY DIVIDEND JPY 14
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE ISSUANCE OF SHARES ACQUISITION ISSUER YES ABSTAIN N/A
RIGHTS AS STOCK OPTION
PROPOSAL #4.1: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.4: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.5: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.6: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.7: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.8: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.9: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.10: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.11: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.12: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.13: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.14: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.15: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.16: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.17: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.18: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.19: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES ABSTAIN N/A
FOR DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AKBANK TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE DIRECTING COUNCIL OF THE ISSUER NO N/A N/A
GENERAL MEETING AND AUTHORIZE THE COUNCIL FOR SIGNING
THE MINUTES OF THE GENERAL MEETING
PROPOSAL #2.: APPROVE THE ANNOUNCEMENTS OF THE REPORT OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS, THE INTERNAL AUDIT COMMITTEE
AND THE INDEPENDENT AUDITOR
PROPOSAL #3.: RATIFY THE BALANCE SHEET AND THE ISSUER NO N/A N/A
PROFIT/LOSS STATEMENT FOR 2004 AND GRANT DISCHARGE TO
THE BOARD OF DIRECTORS AND THE AUDITORS FROM THE
LIABILITY WITH REGARDS TO THE OPERATIONS AND ACCOUNTS OF
2004
PROPOSAL #4.: RATIFY THE PROFIT DISTRBUTION SCHEME WITH ISSUER NO N/A N/A
REGARDS TO THE 2004 PROFITS
PROPOSAL #5.: RATIFY MR. MEVLUT AYDEMIR AS THE STATUTORY ISSUER NO N/A N/A
AUDITOR
PROPOSAL #6.: APPOINT BASARAN NAS SERBEST MUHASEBECIMALI ISSUER NO N/A N/A
MUSAVIRLIK A.S. AS THE INDEPENDENT AUDITOR OF
PRICEWATERHOUSECOOPERS FOR 2004 AND 2005
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
CONNECTION WITH THE MATTERS FALLING WITHIN THE SCOPE OF
ARTICLES 334 AND 335 OF THE TURKISH COMMERCIAL CODE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALAMOSA HOLDINGS, INC.
TICKER: APCS CUSIP: 011589108
MEETING DATE: 2/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ISSUANCE OF SHARES OF ISSUER YES FOR FOR
COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF ALAMOSA
PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF DECEMBER 7, 2004, BY AND AMONG ALAMOSA, A-CO. MERGER
SUB, INC. AND AIRGATE PCS, INC. (THE MERGER AGREEMENT
), AS DESCRIBED IN THE JOINT PROXY STATEMENT- PROSPECTUS
AND THE MERGER AGREEMENT.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCAN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/22/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE ARRANGEMENT THE ARRANGEMENT ISSUER YES FOR N/A
UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS
ACT SUBSTANTIALLY AS SET OUT IN THE PLAN OF ARRANGEMENT
ATTACHED AS SCHEDULE D TO ALCAN'S MANAGEMENT PROXY
CIRCULAR DATED 23 NOV 2004 AS SPECIFIED; AND
NOTWITHSTANDING THAT THIS RESOLUTION BE ADOPTED BY THE
SHAREHOLDERS OF ALCAN, THE ARRANGEMENT SHALL TAKE EFFECT
ONLY AT SUCH TIME AS DETERMINED BY FURTHER RESOLUTION
OF THE BOARD OF DIRECTORS, WHICH SHALL ALSO HAVE THE
AUTHORITY TO REVOKE THIS RESOLUTION AT ANY TIME PRIOR TO
THE ISSUANCE OF A CERTIFICATE GIVING EFFECT TO THE
ARRANGEMENT, WITHOUT FURTHER APPROVAL OF THE
SHAREHOLDERS OF THE CORPORATION; PROVIDED, HOWEVER, THAT
IF THE BOARD OF DIRECTORS DECIDES TO PROCEED WITH THE
ARRANGEMENT, ARTICLES OF ARRANGEMENT SHALL BE FILED ON
OR BEFORE 28 APR 2005; AND AUTHORIZE ANY OFFICER OF THE
CORPORATION, FOR AND ON BEHALF OF THE CORPORATION, TO
EXECUTE AND DELIVER ARTICLES OF ARRANGEMENT AND ALL
OTHER DOCUMENTS AND TO DO ALL SUCH OTHER ACTS OR THINGS
AS SUCH PERSON MAY DETERMINE TO BE NECESSARY OR
ADVISABLE TO GIVE EFFECT TO THIS RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCAN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. ROLAND BERGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. L. DENIS DESAUTELS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. TRAVIS ENGEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. L. YVES FORTIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. JEAN-PAUL JACAMON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. WILLIAM R. LOOMIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. YVES MANSION AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MRS. CHRISTINE MORIN-POSTEL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.9: ELECT MR. H. ONNO RUDING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. GUY SAINT-PIERRE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. GERHARD SCHULMEYER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. PAUL M. TELLIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. MILTON K. WONG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
MONTREAL, CANADA, AS THE AUDITORS TO SERVE UNTIL THE
CLOSE OF THE NEXT AGM OF THE COMPANY, AND AUTHORIZE THE
DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS SO
APPOINTED
PROPOSAL #3.: APPROVE TO RE-CONFIRM THAT THE SHAREHOLDER ISSUER YES FOR N/A
RIGHTS PLAN INCLUDED IN THE SHAREHOLDER RIGHTS
AGREEMENT MADE AS OF 14 DEC 1989, BETWEEN THE COMPANY
AND CIBC MELLON TRUST COMPANY, AS AMENDED, AS
SUMMARIZED IN SCHEDULE B OF THE PROXY CIRCULAR DATED 2
MAR 2005 ; AUTHORIZE ANY OFFICER OR DIRECTOR OF THE
COMPANY, FOR AND ON BEHALF OF THE COMPANY, TO DO ALL
SUCH THINGS AND TO EXECUTE ALL SUCH DOCUMENTS OR
INSTRUMENTS AS MAY BE NECESSARY OR DESIRABLE TO GIVE
EFFECT TO THIS RESOLUTION
PROPOSAL #4.: APPROVE THE AMENDMENTS TO THE ALCAN ISSUER YES FOR N/A
EXECUTIVE SHARE OPTION PLAN, INCLUDING THE ADDITION OF
12,000,000 COMMON SHARES RESERVED FOR ISSUANCE UNDER THE
ALCAN EXECUTIVE SHARE OPTION PLAN AS DESCRIBED IN
SCHEDULE D OF PROXY CIRCULAR DATED 2 MAR 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCATEL SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVAL OF THE PARENT COMPANY FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004:
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING
READ THE REPORT OF THE BOARD OF DIRECTORS AND THE
REPORT OF THE STATUTORY AUDITORS, APPROVE IN THEIR
ENTIRETY THE MANAGEMENT REPORT OF THE BOARD AND THE
ANNUAL PARENT COMPANY FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004 AS PREPARED AND
PRESENTED TO THEM, AND WHICH REFLECT A PROFIT OF 0
2,178,214,148.03. THE SHAREHOLDERS EXPRESSLY APPROVE THE
AMOUNT OF NON-DEDUCTIBLE CHARGES (ARTICLE 39-4 OF THE
TAX CODE) MENTIONED IN THE FINANCIAL STATEMENTS
PRESENTED BY THE BOARD OF DIRECTORS.
PROPOSAL #O.2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004:
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING
READ THE REPORTS OF THE BOARD OF DIRECTORS AND OF THE
STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004,
APPROVE THOSE CONSOLIDATED FINANCIAL STATEMENTS AS
PREPARED AND PRESENTED TO THEM BY THE BOARD OF DIRECTORS.
PROPOSAL #O.3: RESULT FOR THE FISCAL YEAR - ISSUER NO N/A N/A
APPROPRIATION: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE
SHAREHOLDERS, AFTER HAVING READ THE REPORTS OF THE BOARD
OF DIRECTORS, APPROVE THE APPROPRIATION OF THE RESULT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 PROPOSED BY
THE BOARD OF DIRECTORS, AND RESOLVE TO MAKE THE
FOLLOWING APPROPRIATIONS: RESULT FOR THE FISCAL YEAR EUR
2,178,214,148.03. PREVIOUS RETAINED EARNINGS EUR
(10,555,574.00) TRANSFER TO THE LEGAL RESERVE EUR
(15,374,184.59), DISTRIBUTABLE PROFIT EUR
2,152,284,389.44, RETAINED EARNINGS EUR
2,152,284,389.44. CONSEQUENTLY, NO DIVIDEND SHALL BE
DISTRIBUTED TO SHAREHOLDERS IN RESPECT OF THE 2004
FISCAL YEAR. THE SHAREHOLDERS NOTE THE DIVIDENDS WHICH
HAVE BEEN DISTRIBUTED IN RESPECT OF THE THREE PREVIOUS
FISCAL YEARS: FISCAL YEAR: 2003 / CLASS OF SHARES: NA /
NUMBER OF SHARES: 1,284,410,224 / DISTRIBUTION TO
SHAREHOLDERS: 0 / NET DIVIDEND PER SHARE: 0 / TAX CREDIT
PER SHARE: - / TOTAL INCOME PER SHARE: -; FISCAL YEAR:
2002 / CLASS OF SHARES: NA / NUMBER OF SHARES:
1,264,708,498 / DISTRIBUTION TO SHAREHOLDERS: 0 / NET
DIVIDEND PER SHARE: 0 / TAX CREDIT PER SHARE: - / TOTAL
INCOME PER SHARE: -; FISCAL YEAR: 2001 / CLASS OF
SHARES: O SHARES / NUMBER OF SHARES: 25,515,000 /
DISTRIBUTION TO SHAREHOLDERS: EUR 2,551,500.00 / NET
DIVIDEND PER SHARE: EUR 0.10 / TAX CREDIT PER SHARE: EUR
0.05 / TOTAL INCOME PER SHARE: EUR 0.15; FISCAL YEAR:
2001 / CLASS OF SHARES: A SHARES / NUMBER OF SHARES:
1,215,254,797 / DISTRIBUTION TO SHAREHOLDERS: EUR
194,440,767.52 / NET DIVIDEND PER SHARE: EUR 0.16 / TAX
CREDIT PER SHARE: EUR 0.08 / TOTAL INCOME PER SHARE: EUR
0.24. THE AMOUNT OF THE DISTRIBUTED PROFIT WHICH IS
EITHER ELIGIBLE OR NOT ELIGIBLE FOR THE 50% TAX
ALLOWANCE PROVIDED BY ARTICLE 158-3 OF THE TAX CODE ONLY
HAS TO BE STATED IN RESPECT OF DISTRIBUTED REVENUES
PAID OUT ON OR AFTER JANUARY 1, 2005 (ART. 38-II OF THE
AMENDED FINANCE LAW FOR 2004). THE SHAREHOLDERS MEETING
FORMALLY NOTES THE TRANSFER TO BE MADE IN 2005 OF A SUM
OF EUR 200 MILLION FROM THE SPECIAL LONG TERM CAPITAL
GAINS RESERVE TO AN ORDINARY RESERVES LINE ITEM, IN
ACCORDANCE WITH THE AMENDED FINANCE LAW OF 2004 AND,
INSOFAR AS NECESSARY, AUTHORIZES THE TRANSFERS RELATING
TO THE EXCEPTIONAL TAX AFFECTING THE RETAINED EARNINGS
ACCOUNT AND THE ORDINARY RESERVES LINE ITEM.
PROPOSAL #O.4: APPROVAL OF REGULATED AGREEMENTS: VOTING ISSUER NO N/A N/A
UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING
READ THE SPECIAL REPORT OF THE STATUTORY AUDITORS ON
THE AGREEMENTS COVERED BY ARTICLE L. 225-38 OF THE
COMMERCIAL CODE, APPROVE THE AGREEMENTS ENTERED INTO OR
WHICH REMAINED IN FORCE DURING THE FISCAL YEAR, TOGETHER
WITH THE TRANSACTIONS MENTIONED THEREIN.
PROPOSAL #O.5: RENEWAL OF THE TERM OF MR. DAVID JOHNSTON ISSUER NO N/A N/A
AS DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE
SHAREHOLDERS RENEW MR. DAVID JOHNSTON'S TERM AS DIRECTOR
FOR A PERIOD OF FOUR YEARS, TO EXPIRE IN ANY EVENT AT
THE END OF THE SHAREHOLDERS MEETING CALLED TO APPROVE
THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2008.
PROPOSAL #O.6: RENEWAL OF THE TERM OF MR. PIERRE-LOUIS ISSUER NO N/A N/A
LIONS AS DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE
SHAREHOLDERS RENEW MR. PIERRE-LOUIS LIONS TERM AS
DIRECTOR FOR A PERIOD OF FOUR YEARS, TO EXPIRE IN ANY
EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO
APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2008.
PROPOSAL #O.7: RENEWAL OF THE TERM OF MR. PHILIPPE ISSUER NO N/A N/A
BISSARA AS DIRECTOR: VOTING UNDER THE QUORUM AND
MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS RENEW MR. PHILIPPE BISSARA'S
TERM AS DIRECTOR FOR A PERIOD OF THREE YEARS, TO EXPIRE
IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2007.
PROPOSAL #O.8: RENEWAL OF THE TERM OF MR. FRANK W. ISSUER NO N/A N/A
BLOUNT AS DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE
SHAREHOLDERS RENEW MR. FRANK W. BLOUNT'S TERM AS
DIRECTOR FOR A PERIOD OF THREE YEARS, TO EXPIRE IN ANY
EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO
APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2007.
PROPOSAL #O.9: RENEWAL OF THE TERM OF MR. JEAN-PIERRE ISSUER NO N/A N/A
HALBRON AS DIRECTOR: VOTING UNDER THE QUORUM AND
MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS RENEW MR. JEAN-PIERRE
HALBRON'S TERM AS DIRECTOR FOR A PERIOD OF THREE YEARS,
TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2007.
PROPOSAL #O.10: RENEWAL OF THE TERM OF MR. PETER ISSUER NO N/A N/A
MIHATSCH AS DIRECTOR: VOTING UNDER THE QUORUM AND
MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS RENEW MR. PETER MIHATSCH'S
TERM AS DIRECTOR FOR A PERIOD OF THREE YEARS, TO EXPIRE
IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2007.
PROPOSAL #O.11: RENEWAL OF THE TERM OF MR. THIERRY DE ISSUER NO N/A N/A
LOPPINOT AS DIRECTOR: VOTING UNDER THE QUORUM AND
MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS RENEW MR. THIERRY DE
LOPPINOT'S TERM AS DIRECTOR, IN HIS DUAL CAPACITY AS
EMPLOYEE OF THE COMPANY OR OF A SUBSIDIARY THEREOF AND
AS A PARTICIPANT IN THE MUTUAL FUND KNOWN AS
ACTIONNARIAT ALCATEL (FCP3A), IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 12 OF THE ARTICLES OF
INCORPORATION AND BYLAWS, FOR A PERIOD OF ONE YEAR, TO
EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
PROPOSAL #O.12: RENEWAL OF THE TERM OF MR. BRUNO ISSUER NO N/A N/A
VAILLANT AS DIRECTOR: VOTING UNDER THE QUORUM AND
MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS RENEW MR. BRUNO VAILLANT'S
TERM AS DIRECTOR, IN HIS DUAL CAPACITY AS EMPLOYEE OF
THE COMPANY OR OF A SUBSIDIARY THEREOF AND AS A
PARTICIPANT IN THE MUTUAL FUND KNOWN AS ACTIONNARIAT
ALCATEL (FCP3A), IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE 12 OF THE ARTICLES OF INCORPORATION AND BYLAWS,
FOR A PERIOD OF ONE YEAR, TO EXPIRE IN ANY EVENT AT THE
END OF THE SHAREHOLDERS MEETING CALLED TO APPROVE THE
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
PROPOSAL #O.13: FORMAL ACKNOWLEDGMENT OF THE ISSUER NO N/A N/A
CONTINUATION BY DELOITTE & ASSOCIES OF THE MANDATE OF
PRINCIPAL STATUTORY AUDITOR FOLLOWING THE MERGER OF
DELOITTE TOUCHE TOHMATSU INTO THAT FIRM: VOTING UNDER
THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY
SHAREHOLDERS MEETING, THE SHAREHOLDERS ACKNOWLEDGE
FORMALLY THAT THE FIRM OF DELOITTE & ASSOCIES CONTINUES
THE MANDATE OF PRINCIPAL STATUTORY AUDITOR FOLLOWING THE
MERGER OF DELOITTE TOUCHE TOHMATSU INTO THAT FIRM.
PROPOSAL #O.14: AUTHORIZE REPURCHASE OF UP TO TEN ISSUER NO N/A N/A
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #E.15: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS TO REDUCE THE CAPITAL OF THE COMPANY:
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND THE
SPECIAL REPORT OF THE STATUTORY AUDITORS, AUTHORIZE THE
BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE L. 225-
209, PARAGRAPH 5, OF THE COMMERCIAL CODE, FOR A MAXIMUM
PERIOD OF 18 MONTHS STARTING FROM THE DATE OF THIS
MEETING BUT EXPIRING IN ANY EVENT ON THE DATE OF THE
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005:
- TO CANCEL, IN ITS SOLE DISCRETION, ON ONE OR MORE
OCCASIONS, THE SHARES OF THE COMPANY WHICH IT HOLDS AS A
RESULT OF THE IMPLEMENTATION OF THE PURCHASE PROGRAMS
DECIDED ON BY THE COMPANY, SUBJECT TO A LIMIT OF 10% OF
THE TOTAL NUMBER OF SHARES COMPRISING THE CAPITAL OF THE
COMPANY PER 24-MONTH PERIOD, AND TO REDUCE THE CAPITAL
BY A CORRESPONDING AMOUNT, CHARGING THE DIFFERENCE
BETWEEN THE PURCHASE PRICE OF THE CANCELLED SHARES AND
THEIR NOMINAL VALUE TO AVAILABLE PREMIUMS AND RESERVES,
INCLUDING, UP TO AN AMOUNT OF 10% OF THE CANCELLED SHARE
CAPITAL, TO THE LEGAL RESERVE, - TO RECORD THE
COMPLETION OF THE REDUCTION OR REDUCTIONS IN CAPITAL, TO
MAKE THE CORRESPONDING AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND BYLAWS AND TO CARRY OUT ANY NECESSARY
FORMALITIES, - TO DELEGATE ANY POWERS NECESSARY FOR THE
IMPLEMENTATION OF ITS DECISIONS, ALL IN ACCORDANCE WITH
APPLICABLE LAWS IN FORCE AT THE TIME THIS AUTHORIZATION
IS USED.
PROPOSAL #E.16: AMENDMENT OF ARTICLE 7 OF THE ARTICLES ISSUER NO N/A N/A
OF INCORPORATION AND BYLAWS OF THE COMPANY RELATING TO
THE NOTIFICATIONS REQUIRED BY SUCH ARTICLES WHEN SHARE
OWNERSHIP REPORTING THRESHOLDS ARE REACHED: VOTING UNDER
THE QUORUM AND MAJORITY REQUIREMENTS OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS: -
RESOLVE TO AMEND PARAGRAPHS 1/ AND 2/ OF THE 2ND
PARAGRAPH OF ARTICLE 7 OF THE ARTICLES OF INCORPORATION
AND BYLAWS OF THE COMPANY, IN THE FOLLOWING MANNER: 1/
2% OF THE TOTAL NUMBER OF THE SHARES MUST, WITHIN A
PERIOD OF FIVE TRADING DAYS FROM THE DATE ON WHICH THIS
SHARE OWNERSHIP THRESHOLD IS REACHED, INFORM THE COMPANY
OF THE TOTAL NUMBER OF SHARES THAT HE OWNS, BY LETTER
OR FAX. THIS NOTIFICATION SHALL BE RENEWED UNDER THE
SAME CONDITIONS EACH TIME A FURTHER THRESHOLD OF 1% IS
REACHED. 2/ 3% OF THE TOTAL NUMBER OF THE SHARES MUST,
WITHIN A PERIOD OF FIVE TRADING DAYS FROM THE DATE ON
WHICH THIS SHARE OWNERSHIP THRESHOLD IS REACHED, REQUEST
THE REGISTRATION OF HIS SHARES. THIS OBLIGATION TO
REGISTER SHARES SHALL APPLY TO ALL THE SHARES ALREADY
HELD AS WELL AS TO ANY WHICH MIGHT BE ACQUIRED
SUBSEQUENTLY IN EXCESS OF THIS THRESHOLD. THE COPY OF
THE REQUEST FOR REGISTRATION, SENT BY LETTER OR FAX TO
THE COMPANY WITHIN FIFTEEN DAYS FROM THE DATE ON WHICH
THIS SHARE OWNERSHIP THRESHOLD IS REACHED, SHALL BE
DEEMED TO BE A NOTIFICATION THAT THE THRESHOLD HAS BEEN
REACHED. A FURTHER REQUEST SHALL BE SENT IN THE SAME
CONDITIONS EACH TIME A FURTHER THRESHOLD OF 1% IS
REACHED, UP TO 50%. - RESOLVE TO AMEND THE 6TH
PARAGRAPH OF ARTICLE 7 OF THE ARTICLES OF INCORPORATION
AND BYLAWS OF THE COMPANY, IN THE FOLLOWING MANNER: ANY
SHAREHOLDER WHOSE SHAREHOLDING FALLS BELOW EITHER OF
THE THRESHOLDS PROVIDED FOR IN (1) AND (2) ABOVE MUST
ALSO INFORM THE COMPANY THEREOF, WITHIN THE SAME PERIOD
OF FIVE DAYS AND IN THE SAME MANNER.
PROPOSAL #E.17: AMENDMENT OF ARTICLE 11 OF THE ARTICLES ISSUER NO N/A N/A
OF INCORPORATION AND BYLAWS OF THE COMPANY RELATING TO
THE ISSUANCE OF SECURITIES REPRESENTING DEBT PURSUANT
TO ORDINANCE NO. 2004-604 OF JUNE 24, 2004 REFORMING THE
LEGAL PROVISIONS CONCERNING THE ISSUANCE OF SECURITIES:
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS,
RESOLVE TO AMEND ARTICLE 11 OF THE ARTICLES OF
INCORPORATION AND BYLAWS OF THE COMPANY IN THE FOLLOWING
MANNER: ARTICLE 11 - ISSUANCE OF SECURITIES
REPRESENTING DEBT THE COMPANY MAY CONTRACT BORROWINGS AS
AND WHEN NEEDED BY MEANS OF THE ISSUANCE OF SECURITIES
REPRESENTING DEBT, UNDER THE CONDITIONS PROVIDED BY LAW.
PROPOSAL #E.18: AMENDMENT OF ARTICLE 18 OF THE ARTICLES ISSUER NO N/A N/A
OF INCORPORATION AND BYLAWS RELATING TO THE AGE LIMIT
FOR THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DEPUTY
EXECUTIVE OFFICERS ( MANDATAIRES SOCIAUX ) OF THE
COMPANY: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF
DIRECTORS, RESOLVE TO AMEND ARTICLE 18 OF THE ARTICLES
OF INCORPORATION AND BYLAWS OF THE COMPANY IN THE
FOLLOWING MANNER: ARTICLE 18 - AGE LIMIT FOR THE
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DEPUTY EXECUTIVE
OFFICERS THE CHIEF EXECUTIVE OFFICER AND DEPUTY
EXECUTIVE OFFICERS MAY HOLD OFFICE FOR THE PERIOD SET BY
THE BOARD OF DIRECTORS, BUT THIS PERIOD SHALL NOT
EXCEED THEIR TERM OF OFFICE AS DIRECTORS, IF APPLICABLE,
NOR IN ANY EVENT SHALL SUCH PERIOD EXTEND BEYOND THE
DATE OF THE ORDINARY SHAREHOLDERS MEETING CALLED TO
APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR IN
WHICH THEY SHALL HAVE REACHED 68 YEARS OF AGE. THE SAME
AGE LIMIT SHALL APPLY TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS WHEN HE IS ALSO CHIEF EXECUTIVE OFFICER. WHEN
THE CHAIRMAN DOES NOT ALSO OCCUPY THE POSITION OF CHIEF
EXECUTIVE OFFICER, HE MAY HOLD OFFICE FOR THE PERIOD SET
BY THE BOARD OF DIRECTORS, BUT THIS PERIOD SHALL NOT
EXCEED HIS TERM OF OFFICE AS DIRECTOR, IF APPLICABLE,
NOR IN ANY EVENT SHALL SUCH PERIOD EXTEND BEYOND THE
DATE OF THE ORDINARY SHAREHOLDERS MEETING CALLED TO
APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR IN
WHICH HE SHALL HAVE REACHED 70 YEARS OF AGE. HE SHALL BE
ABLE TO REMAIN AS A DIRECTOR IN THE TERMS SET FORTH IN
ARTICLE 13.
PROPOSAL #E.19: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER NO N/A N/A
LINKED SECURITIES WITH PREEMPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF EUR 750 MILLION
PROPOSAL #E.20: AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- ISSUER NO N/A N/A
LINKED SECURITIES WITHOUT PREEMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 750 MILLION
PROPOSAL #E.21: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS TO INCREASE THE NUMBER OF SHARES TO BE
ISSUED IN THE EVENT OF AN INCREASE IN THE CAPITAL OF THE
COMPANY, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHTS, PURSUANT TO THE NINETEENTH AND TWENTIETH
RESOLUTIONS: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF
DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY
AUDITORS, AUTHORIZE THE BOARD OF DIRECTORS, IF IT
ASCERTAINS THAT THERE IS EXCESS DEMAND TO SUBSCRIBE FOR
SHARES UPON A CAPITAL INCREASE DECIDED UPON PURSUANT TO
THE NINETEENTH AND TWENTIETH RESOLUTIONS OF THIS
SHAREHOLDERS MEETING, TO INCREASE THE NUMBER OF
SECURITIES IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE
L. 225-135-1 OF THE COMMERCIAL CODE, WITHIN THIRTY DAYS
OF THE EXPIRATION OF THE SUBSCRIPTION PERIOD, SUBJECT TO
A LIMIT OF 15% OF THE INITIAL ISSUANCE AND AT THE SAME
PRICE AS WAS USED FOR THE INITIAL ISSUANCE. THE PERIOD
OF VALIDITY OF THIS DELEGATED POWER IS 26 MONTHS
STARTING FROM THE DATE OF THIS SHAREHOLDERS MEETING.
PROPOSAL #E.22: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS TO INCREASE THE CAPITAL OF THE COMPANY, BY
A PUBLIC OFFERING OF SHARES WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS, BY THE ISSUANCE OF ORDINARY SHARES,
AND ANY SECURITIES CONFERRING A RIGHT, IMMEDIATELY OR
IN THE FUTURE, TO SHARES, OF THE COMPANY OR OF
AFFILIATED COMPANIES, AND TO SET THE ISSUANCE PRICE
THEREOF: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD
OF DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY
AUDITORS: 1/ AUTHORIZE THE BOARD OF DIRECTORS, IN THE
CONTEXT OF ARTICLE L. 225-136 OF THE COMMERCIAL CODE AND
SUBJECT TO A LIMIT OF 10% OF THE AUTHORIZED SHARE
CAPITAL OF THE COMPANY PER YEAR, TO ISSUE VIA A PUBLIC
OFFERING AND WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS ON
THE PART OF THE SHAREHOLDERS, ANY ORDINARY SHARES AND
OTHER SECURITIES CONFERRING A RIGHT, IMMEDIATELY OR IN
THE FUTURE, TO SHARES OF THE COMPANY OR OF A COMPANY IN
WHICH ALCATEL DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF
THE CAPITAL, OR OF A COMPANY WHICH DIRECTLY OR
INDIRECTLY OWNS MORE THAN HALF THE CAPITAL OF ALCATEL,
AND TO SET THE ISSUANCE PRICE FOR SUCH SHARES OR
SECURITIES USING EITHER OF THE TWO FOLLOWING METHODS: -
AN ISSUANCE PRICE EQUAL TO THE AVERAGE ALCATEL SHARE
PRICE ON THE EUROLIST MARKET OF EURONEXT PARIS RECORDED
OVER A MAXIMUM PERIOD OF SIX MONTHS PRECEDING THE
ISSUANCE, ) AN ISSUANCE PRICE EQUAL TO THE WEIGHTED
AVERAGE ALCATEL SHARE PRICE ON THE EUROLIST MARKET OF
EURONEXT PARIS ON THE DAY PRECEDING THE ISSUANCE (VWAP
1) WITH A MAXIMUM DISCOUNT OF 20%; 2/ RESOLVE THAT THE
NOMINAL AMOUNT OF THE INCREASE IN THE CAPITAL OF THE
COMPANY RESULTING FROM THE ISSUANCE OF THE SECURITIES
DEFINED IN PARAGRAPH 1/ ABOVE, SHALL COUNT TOWARDS THE
AMOUNT OF THE OVERALL LIMIT FOR CAPITAL INCREASES SET IN
THE TWENTYFOURTH RESOLUTION; 3/ FORMALLY NOTE THAT THIS
DELEGATED POWER SHALL AUTOMATICALLY ENTAIL THE WAIVER
BY THE SHAREHOLDERS OF THEIR PREFERENTIAL SUBSCRIPTION
RIGHTS IN RESPECT OF THE SHARES TO WHICH THE SECURITIES
ISSUED PURSUANT TO THIS DELEGATED POWER CONFER A RIGHT;
4/ SET THE PERIOD OF VALIDITY OF THIS AUTHORIZATION AT
26 MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS
MEETING; 5/ GIVE ALL NECESSARY POWERS TO THE BOARD OF
DIRECTORS, WITH POWER OF SUB-DELEGATION, TO IMPLEMENT
THESE ISSUANCES ON SUCH TERMS AS IT MAY DECIDE, AND IN
PARTICULAR: - TO SET THE NATURE AND NUMBER OF THE
ORDINARY SHARES AND THE OTHER SECURITIES TO BE CREATED,
THEIR CHARACTERISTICS AND THE TERMS OF THEIR ISSUANCE; -
TO CHARGE THE EXPENSES OF THE CAPITAL INCREASE TO THE
AMOUNT OF THE PREMIUMS RELATING THERETO AND TO DEDUCT
FROM THAT AMOUNT THE SUMS NECESSARY TO INCREASE THE
LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL OF THE
COMPANY AFTER EACH INCREASE, THE BALANCE BEING AVAILABLE
TO BE APPROPRIATED IN ANY WAY DECIDED BY THE BOARD OF
DIRECTORS OR THE ORDINARY SHAREHOLDERS MEETING; - TO
MAKE ANY NECESSARY AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND BYLAWS.
PROPOSAL #E.23: DELEGATION OF POWER TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO INCREASE THE CAPITAL OF THE COMPANY, TO
COMPENSATE FOR CONTRIBUTIONS IN KIND IN THE FORM OF
SHARES OR SECURITIES CONFERRING A RIGHT TO THE CAPITAL
OF UNAFFILIATED COMPANIES: VOTING UNDER THE QUORUM AND
MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE
BOARD OF DIRECTORS: 1/ DELEGATE TO THE BOARD OF
DIRECTORS, IN ACCORDANCE WITH ARTICLE L. 225-147 OF THE
COMMERCIAL CODE, THE POWER NECESSARY TO INCREASE THE
CAPITAL OF THE COMPANY, SUBJECT TO A LIMIT OF 10% OF THE
CAPITAL OF THE COMPANY, BY THE ISSUANCE OF ORDINARY
SHARES AND ANY OTHER SECURITIES CONFERRING A RIGHT TO
THE CAPITAL OF THE COMPANY, IN CONSIDERATION OF
CONTRIBUTIONS IN KIND MADE TO THE COMPANY CONSISTING OF
SHARES OR SECURITIES CONFERRING A RIGHT TO THE CAPITAL
OF UNAFFILIATED COMPANIES, WHEN THE PROVISIONS OF
ARTICLE L. 225-148 OF THE COMMERCIAL CODE DO NOT APPLY;
2/ RESOLVE THAT THE NOMINAL AMOUNT OF THE CAPITAL
INCREASE RESULTING FROM THE ISSUANCE OF THE SECURITIES
DEFINED IN PARAGRAPH 1/ ABOVE SHALL COUNT TOWARDS THE
AMOUNT OF THE OVERALL LIMIT FOR INCREASES IN THE CAPITAL
OF THE COMPANY SET IN THE TWENTY-FOURTH RESOLUTION; 3/
SET THE PERIOD OF VALIDITY OF THIS DELEGATION AT 26
MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS
MEETING; 4/ GIVE ALL NECESSARY POWERS TO THE BOARD OF
DIRECTORS, WITH POWER OF SUB-DELEGATION, TO IMPLEMENT
THESE ISSUANCES ON SUCH TERMS AS IT MAY DECIDE AND, IN
PARTICULAR: - TO SET THE NATURE AND NUMBER OF THE
ORDINARY SHARES AND THE SECURITIES TO BE CREATED, THEIR
CHARACTERISTICS AND THE TERMS OF THEIR ISSUANCE, - TO
APPROVE THE VALUATION OF THE ASSETS CONTRIBUTED, - TO
CHARGE THE EXPENSES, CHARGES AND DUTIES OF THE CAPITAL
INCREASE TO THE AMOUNT OF THE PREMIUMS RELATING THERETO
AND TO DEDUCT FROM THAT AMOUNT THE SUMS NECESSARY TO
INCREASE THE LEGAL RESERVE TO ONE TENTH OF THE NEW
CAPITAL OF THE COMPANY AFTER EACH INCREASE, THE BALANCE
BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY DECIDED BY
THE BOARD OF DIRECTORS OR THE ORDINARY SHAREHOLDERS
MEETING, - TO MAKE ANY NECESSARY AMENDMENTS TO THE
ARTICLES OF INCORPORATION AND BYLAWS.
PROPOSAL #E.24: OVERALL LIMITS ON THE AMOUNT OF ISSUER NO N/A N/A
ISSUANCES TO BE MADE PURSUANT TO THE NINETEENTH,
TWENTIETH, TWENTY-FIRST, TWENTY-SECOND AND TWENTY-THIRD
RESOLUTIONS: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF
DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY
AUDITORS, RESOLVE TO SET THE FOLLOWING LIMITS ON THE
AMOUNTS OF THE ISSUANCES WHICH COULD BE DECIDED UPON BY
THE BOARD OF DIRECTORS PURSUANT TO THE DELEGATED POWERS
OR AUTHORIZATIONS CONTAINED IN THE NINETEENTH,
TWENTIETH, TWENTY-FIRST, TWENTY-SECOND AND TWENTY-THIRD
RESOLUTIONS OF THE SHAREHOLDERS MEETING HELD ON THE
DATE THEREOF: 1/ THE MAXIMUM NOMINAL AMOUNT OF THE
SHARES WHICH MAY BE ISSUED DIRECTLY OR UPON PRESENTATION
OF SECURITIES, WHETHER OR NOT REPRESENTING DEBT, SHALL
NOT EXCEED EUR 750 MILLION OR THE EQUIVALENT OF SUCH
AMOUNT IN OTHER CURRENCIES, INCREASED BY THE NOMINAL
AMOUNT OF THE CAPITAL INCREASE RESULTING FROM THE
ISSUANCE OF SHARES WHICH MAY EVENTUALLY NEED TO BE
EFFECTED IN ORDER TO PRESERVE THE RIGHTS OF HOLDERS OF
SUCH SECURITIES IN COMPLIANCE WITH LAW, IT BEING NOTED
THAT THIS LIMIT SHALL NOT APPLY TO CAPITAL INCREASES BY
CAPITALIZATION OF PREMIUMS, RESERVES, PROFITS OR OTHER
FUNDS, 2/ THE MAXIMUM NOMINAL AMOUNT OF SECURITIES
REPRESENTING DEBT OF THE COMPANY WHICH MAY BE ISSUED MAY
NOT EXCEED EUR 6 BILLION OR THE EQUIVALENT OF SUCH
AMOUNT IN OTHER CURRENCIES.
PROPOSAL #E.25: APPROVE CAPITAL INCREASE RESERVED FOR ISSUER NO N/A N/A
EMPLOYEES PARTICIPATING IN SAVINGS-RELATED SHARE
PURCHASE PLAN
PROPOSAL #E.26: AUTHORIZE UP TO ONE PERCENT OF ISSUED ISSUER NO N/A N/A
SHARE CAPITAL FOR USE IN RESTRICTED STOCK PLAN
PROPOSAL #E.27: APPROVE STOCK OPTION PLAN GRANTS ISSUER NO N/A N/A
PROPOSAL #E.28: POWERS TO IMPLEMENT THE DECISIONS OF THE ISSUER NO N/A N/A
SHAREHOLDERS MEETING AND TO CARRY OUT THE
CORRESPONDING FORMALITIES: THE SHAREHOLDERS GIVE ALL
NECESSARY POWERS TO THE BEARER OF AN ORIGINAL, COPY OR
EXTRACT OF THE MINUTES OF THIS SHAREHOLDERS MEETING, TO
EFFECT ALL FILINGS AND CARRY OUT OTHER FORMALITIES, AS
NECESSARY.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALFRESA HOLDINGS CORP, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR THE ISSUER YES FOR N/A
NO. 2 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JPY 25 PER SHARE JPY 50 ON A YEARLY BASIS
PROPOSAL #2.: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
INCORPORATION: THE COMPANY HAS TO ADD THE LIST OF ITS
OBJECTIVES IN AN ATTEMPT TO DIVERSIFY ITS OVERALL
BUSINESS OPERATIONS
PROPOSAL #3.: APPROVE THE CONTRACT ON EXCHANGE OF SHARES ISSUER YES FOR N/A
BETWEEN THE COMPANY AND SEIWA SANGYO CORPORATION
LIMITED: BY AN EXCHANGE OF SHARES, SEIWA SANGYO
CORPORATION LIMITED WILL BECOME A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY
PROPOSAL #4.1: ELECT MR. KUNIO FUKUJIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT MR. FUTOSHI YOKOI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT MR. ARATA WATANABE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT MR. KAZUKI AKAGI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT MR. HIDETOMI TAKAHASHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT MR. DENROKU ISHIGURO AS A DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALGOMA STL INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF THE CORPORATION TO ISSUER YES FOR N/A
PROVIDE FOR A MINIMUM OF 3 AND A MAXIMUM OF 12 DIRECTORS
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPOINT THE AUDITORS AND APPROVE THEIR ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #4.: APPROVE THE SHAREHOLDERS RIGHTS PLAN ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LOUIS C. CAMILLERI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN M. WOLF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LUCIO A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DUDLEY FISHBURN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE MUNOZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARLOS SLIM HELU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELIZABETH E. BAILEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN S. REED ISSUER YES FOR FOR
PROPOSAL #02: 2005 PERFORMANCE INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #03: 2005 STOCK COMPENSATION PLAN FOR NON- ISSUER YES FOR FOR
EMPLOYEE DIRECTORS
PROPOSAL #04: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #05: STOCKHOLDER PROPOSAL NO. 1 REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
ELIMINATION OF ANIMAL TESTING FOR TOBACCO PRODUCTS
PROPOSAL #06: STOCKHOLDER PROPOSAL NO. 2 REQUESTING WAYS SHAREHOLDER YES ABSTAIN AGAINST
TO MORE ADEQUATELY WARN PREGNANT WOMEN
PROPOSAL #07: STOCKHOLDER PROPOSAL NO. 3 SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
CEASE PROMOTING LIGHT AND ULTRA LIGHT BRANDS
PROPOSAL #08: STOCKHOLDER PROPOSAL NO. 4 SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
EXTEND NEW YORK FIRE-SAFE PRODUCTS NATIONALLY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALUMINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE FINANCIAL REPORT ISSUER NO N/A N/A
AND THE REPORTS OF THE DIRECTORS AND OF THE AUDITOR FOR
THE YE 31 DEC 2004
PROPOSAL #2.: RE-ELECT MR. R.J. MCNEILLY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #3.: RE-ELECT MR. M.R. RAYNER AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #S.4: APPROVE THAT, PURSUANT TO SECTIONS 136(2) ISSUER YES FOR N/A
AND 648G OF THE CORPORATIONS ACT 2001 (CTH), RULE 139
OF THE CONSTITUTION OF THE COMPANY IS RENEWED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMAZON.COM, INC.
TICKER: AMZN CUSIP: 023135106
MEETING DATE: 5/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEFFREY P. BEZOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN SEELY BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L. JOHN DOERR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MYRTLE S. POTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS O. RYDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TOM A. ALBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM B. GORDON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS
PROPOSAL #03: SHAREHOLDER PROPOSAL - VOTING STANDARD FOR SHAREHOLDER YES AGAINST FOR
ELECTION OF DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMCOR LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE STATEMENTS OF ISSUER YES FOR N/A
PROFIT, THE BALANCE SHEET AND THE REPORTS AND THE
STATEMENTS OF DIRECTORS AND THE AUDITORS IN RESPECT OF
THE YE 30 JUN 2004
PROPOSAL #2.a: RE-ELECT MR. CHRISTOPHER IVAN ROBERTS AS ISSUER YES FOR N/A
A DIRECTOR IN ACCORDANCE WITH THE CONSTITUTION
PROPOSAL #2.b: RE-ELECT MR. GEOFFREY ALLAN TOMLINSON AS ISSUER YES FOR N/A
A DIRECTOR IN ACCORDANCE WITH THE CONSTITUTION
PROPOSAL #S.3: AMEND THE CONSTITUTION OF THE COMPANY BY ISSUER YES FOR N/A
INSERTING NEW RULE 28A IMMEDIATELY AFTER RULE 28 AND
INSERTING NEW RULE 97 WITH THE RESULT THAT THIS RULE 97
WILL CEASE TO HAVE EFFECT UNLESS RENEWED ON THE THIRD
ANNIVERSARY OF THE DATE OF ADOPTION OF THE RULE 97
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN EXPRESS COMPANY
TICKER: AXP CUSIP: 025816109
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.A. MCGINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.G. BOWEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.E. JORDAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. WALTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.R. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LESCHLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.P. POPOFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.D. MILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.F. AKERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. BARSHEFSKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: U.M. BURNS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.I. CHENAULT ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO STOCK SHAREHOLDER YES AGAINST FOR
OPTIONS.
PROPOSAL #04: SHAREHOLDER PROPOSAL REQUESTING A SEPARATE SHAREHOLDER YES ABSTAIN AGAINST
ANNUAL REPORT DESCRIBING THE COMPANY'S POLITICAL
CONTRIBUTIONS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMR CORPORATION
TICKER: AMR CUSIP: 001765106
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EDWARD A. BRENNAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER T. STAUBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP J. PURCELL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW K. ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. BACHMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOE M. RODGERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EARL G. GRAVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. BOREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN M. KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERARD J. ARPEY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005.
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR NON-EMPLOYEE DIRECTORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMVESCAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE ISSUER YES FOR N/A
31 DEC 2004, AND THE REPORTS OF THE DIRECTORS AND
AUDITORS THEREON
PROPOSAL #2.: RECEIVE AND ADOPT THE REPORT OF THE BOARD ISSUER YES FOR N/A
ON REMUNERATION
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 5P PER ISSUER YES FOR N/A
ORDINARY SHARE PAYABLE ON 04 MAY 2005, TO SHAREHOLDERS
ON THE REGISTER AT THE CLOSE OF BUSINESS ON 01 APR 2005
PROPOSAL #4.: RE-ELECT MR. REX ADAMS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
116.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT SIR JOHN BANHAM AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
116.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. CHARLES W. BRADY AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 116.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. DENIS KESSLER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
116.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #8.: ELECT MR. EDWARD LAWRENCE AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #9.: RE-ELECT MR. BEVIS LONGSTRETH AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, PURSUANT TO SECTION 293 OF THE
COMPANIES ACT 1985
PROPOSAL #10.: ELECT MR. JOHN D. ROGERS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #11.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS, TO HOLD OFFICE FROM THE CONCLUSION OF THE AGM
TO THE CONCLUSION OF THE NEXT MEETING OF SHAREHOLDERS AT
WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY, AND
AUTHORISE THE AUDIT COMMITTEE TO FIX THEIR REMUNERATION
PROPOSAL #12.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN SUBSTITUTION TO ANY PREVIOUS EXERCISE OF THE
AUTHORITIES, IN ACCORDANCE WITH SECTION 80 OF THE
COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES
SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
59,750,000; AUTHORITY EXPIRES ON 27 APR 2010 ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
SUBJECT TO THE PASSING OF RESOLUTION 12, PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE COMPANIES ACT FOR CASH,
DISAPPLYING SECTION 89(1) OF THAT ACT, PROVIDED THAT
THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES I) IN CONNECTION WITH A RIGHTS ISSUE, BEING
AN OFFER OF EQUITY SECURITIES TO: THE HOLDERS OTHER
THAN THE COMPANY OF ORDINARY SHARES OF 25P EACH IN THE
CAPITAL OF THE COMPANY ON THE RELEVANT REGISTER ON A
FIXED RECORD DATE IN PROPORTION AS NEARLY AS MAY BE TO
THEIR RESPECTIVE HOLDINGS OF ORDINARY SHARES FOR WHICH
PURPOSE HOLDINGS IN CERTIFICATED AND UNCERTIFICATED
FORM MAY BE TREATED AS SEPARATE HOLDINGS ; AND II) UP TO
AN AGGREGATE NOMINAL VALUE NOT EXCEEDING GBP
10,125,000; AUTHORITY EXPIRES, UNLESS RENEWED, ON 27
APR 2010 ; AND, AUTHORIZE THE COMPANY TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY; UPON THE PASSING OF THIS RESOLUTION, THE
RESOLUTION PASSED AS RESOLUTION 12 AT THE AGM ON 29 APR
2004, SHALL BE OF NO FURTHER FORCE OR EFFECT WITHOUT
PREJUDICE TO ANY PREVIOUS EXERCISE OF THE POWERS GRANTED
THEREBY ; THE NOMINAL AMOUNT OF ANY SECURITIES SHALL BE
TAKEN TO BE, IN THE CASE OF RIGHTS TO SUBSCRIBE FOR, OR
CONVERT ANY SECURITIES INTO, SHARES OF THE COMPANY, THE
NOMINAL VALUE OF SUCH SHARES WHICH MAY BE ISSUED
PURSUANT TO SUCH RIGHTS
PROPOSAL #S.14: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF UP TO 81,076,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE
COMPANY ORDINARY SHARES , AT A MINIMUM PRICE OF 25P PER
ORDINARY SHARE AND NOT MORE THAN 105% OF THE AVERAGE OF
THE MIDDLE MARKET PRICE SHOWN IN QUOTATIONS FOR AN
ORDINARY SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF 27 JUL 2006 OR THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY ; UPON THE
PASSING OF THIS RESOLUTION, THE RESOLUTION PASSED AS
RESOLUTION 13 AT THE AGM ON 29 APR 2004, SHALL BE OF NO
FURTHER FORCE OR EFFECT WITHOUT PREJUDICE TO ANY
PREVIOUS EXERCISE OF THE AUTHORITIES GRANTED THEREBY
PROPOSAL #S.15: AMEND ARTICLE 127 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY BY INSERTING A NEW ARTICLE
127.2 AS SPECIFIED
PROPOSAL #S.16: AMEND THE MEMORANDUM AND ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANADOLU EFES BIRACILIK VE MALT SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CONSTITUTION OF THE PRESIDING COMMITTEE ISSUER NO N/A N/A
AND AUTHORIZE THE PRESIDING COMMITTEE TO SIGN THE
MEETING MINUTES
PROPOSAL #2.: RECEIVE AND DISCUSS THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, BOARD OF AUDITORS AND INDEPENDENT EXTERNAL
AUDITOR REPORTS, AND THE CALENDAR YEAR 2004 BALANCE
SHEET AND INCOME STATEMENT -PREPARED ACCORDING TO THE
INTERNATIONAL FINANCIAL REPORTING STANDARDS- AND DECIDE
ON THE PROFIT DISTRIBUTION
PROPOSAL #3.: DECIDE ON THE DISCHARGE OF THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS AND THE BOARD OF AUDITORS
PROPOSAL #4.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, AND DETERMINE THEIR REMUNERATION AND TERM IN
OFFICE
PROPOSAL #5.: APPOINT THE AUDITORS, AND DETERMINE THEIR ISSUER NO N/A N/A
REMUNERATION AND TERM IN OFFICE
PROPOSAL #6.: ACKNOWLEDGE THE DONATIONS MADE DURING THE ISSUER NO N/A N/A
YEAR 2004
PROPOSAL #7.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO EXERCISE THEIR RIGHTS SUBJECT TO THE
ARTICLES 334 AND 335 OF THE TURKISH COMMERCE CODE
PROPOSAL #8.: RATIFY THE APPOINTMENT OF THE INDEPENDENT ISSUER NO N/A N/A
AUDIT FIRM BY THE BOARD OF DIRECTORS TO AUDIT THE YEAR
2005 ACCOUNTS ACTIVITIES PURSUANT TO THE COMMUNIQUE ON
THE CAPITAL MARKET INDEPENDENT EXTERNAL AUDIT PUBLISHED
BY THE CAPITAL MARKET COMMITTEE
PROPOSAL #10.: CLOSING ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO AMERICAN PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
COMPRISING THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
ANGLO AMERICAN GROUP AND THE UNCONSOLIDATED FINANCIAL
STATEMENTS OF ANGLO AMERICAN PLC INCORPORATED THEREIN
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR
THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 51 US CENTS ISSUER YES FOR N/A
PER ORDINARY SHARE, WHICH, TOGETHER WITH THE ITERIM
DIVIDEND DECLARED IN AUGUST AND PAID IN SEPTEMBER 2004,
WILL RESULT IN A TOTAL DIVIDEND IN RESPECT OF THE YE 31
DEC 2004 OF 70 US CENTS PER ORDINARY SHARE
PROPOSAL #3.: ELECT MR. R. MEDORI AS A DIRECTOR WITH ISSUER YES FOR N/A
EFFECT FROM 01 JUN 2005, IN ACCORDANCE WITH THE
PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #4.: ELECT MR. R.C. ALEXANDER AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #5.: ELECT MR. D.A. HATHOM AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #6.: ELECT MR. S.R. THOMPSON AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. R.M. GODSELL AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #8.: RE-ELECT MR. A.J. TRAHAR AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #9.: RE-ELECT PROFESSOR K.A.L.M. VAN MIERT AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE PROVISIONS OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AUDITORS ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2004 SET OUT IN THE ANNUAL
REPORT
PROPOSAL #13.: APPROVE THAT THE AUTHORITY TO ALLOT ISSUER YES FOR N/A
RELEVANT SECURITIES CONFERRED ON THE DIRECTORS BY
ARTICLE 9.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION BE
RENEWED UNTIL THE DATE OF THE AGM IN 2006 UP TO AN
AGGREGATE NOMINAL AMOUNT OF USD 248,500,00 497 MILLION
ORDINARY SHARES
PROPOSAL #S.14: APPROVE THAT SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
ORDINARY RESOLUTION 13, THE POWER TO ALLOT EQUITY
SECURITIES WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY
ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF ASSOCIATION BE
RENEWED FOR THE PERIOD REFERRED TO IN SUCH RESOLUTION
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 37,250,000
74.5 MILLION ORDINARY SHARES
PROPOSAL #S.15: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
149 MILLION ORDINARY SHARES OF USD 0.50 EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF USD 0.50
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO AMERN PLATINUM CORP LTD NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE GROUP ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004, TOGETHER
WITH THE REPORT OF THE AUDITORS
PROPOSAL #2.2.1: RE-ELECT MR. D.D. BARBER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #2.2.2: RE-ELECT MR. C.B. BRAYSHAW AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.2.3: RE-ELECT MR. J.M. HALHEAD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #2.2.4: ELECT SIR S.E. JONAH AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #2.2.5: ELECT MR. A.E. REDMAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #2.2.6: ELECT MR. A.J. TRAHAR AS A DIRECTOR OF ISSUER YES ABSTAIN N/A
THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.2.7: ELECT MR. D.G. WANBLAD AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #2.2.8: ELECT MR. A.I. WOOD AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #3.: APPOINT DELOITTE AND TOUCHE AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE FOR THE ENSUING
YEAR
PROPOSAL #4.S1: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY BY SUBSTITUTING THE CURRENT ARTICLE 116 WITH A
NEW ARTICLE 116
PROPOSAL #4.S2: APPROVE TO CHANGE THE NAME OF THE ISSUER YES FOR N/A
COMPANY FROM ANGLO AMERICAN PLATINUM CORPORATION LIMITED
TO ANGLO PLATINUM LIMITED WITH EFFECT FROM 31 MAY 2005
PROPOSAL #4.S3: AMEND THE ARTICLE OF THE ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY BY INSERTING NEW ARTICLE 145 AFTER ARTICLE
144
PROPOSAL #5.O1: APPROVE, THAT, SUBJECT TO THE PROVISIONS ISSUER YES FOR N/A
OF THE COMPANIES ACT 1973 AND LISTING REQUIREMENTS OF
THE JSE, AS AMENDED, AND AUTHORIZED BUT UNISSUED
ORDINARY SHARES OF 10 CENTS EACH IN THE SHARES CAPITAL
OF THE COMPANY EXCLUDING FOR THIS PURPOSE THOSE
ORDINARY SHARES OVER WHICH THE DIRECTORS HAVE BEEN GIVEN
SPECIFIC AUTHORITY TO MEET THE REQUIREMENTS OF THE
ANGLO PLATINUM SHARE OPTION SCHEME BE PLACED AT THE
DISPOSAL AND UNDER THE CONTROL OF THE DIRECTORS, WHO ARE
AUTHORIZED AT THEIR DISCRETION TO ALLOT, ISSUE AND
OTHERWISE TO DISPOSE OF SUCH TERMS AND CONDITIONS AND AT
SUCH TIMES AS THE DIRECTORS MAY FROM TIME TO TIME AT
THEIR DISCRETION DEEM FIT TO DO
PROPOSAL #5.O2: APPROVE THAT THE ANNUAL FEES PAYABLE TO: ISSUER YES FOR N/A
NON-EXECUTIVE DIRECTORS OF THE COMPANY BE FIXED AT THE
RATE OF ZAR 120,000 PER ANNUM; DEPUTY CHAIRMAN OF THE
BOARD BE FIXED AT THE ZAR 180,000 PER ANNUM; CHAIRMAN OF
THE BOARD BE FIXED AT THE RATE OF ZAR 400,000 PER ANNUM
INCLUSIVE OF ALL BOARD AND COMMITTEE RESPONSIBILITIES
; NON-EXECUTIVE DIRECTORS FOR SERVING ON THE COMMITTEES
OF THE BOARD BE AS FOLLOWS: AUDIT COMMITTEE: MEMBER'S
FEE FROM ZAR 50,000 TO ZAR 55,000 PER ANNUM; CHAIRMAN'S
FEE TO REMAIN UNCHANGED AT ZAR 75,000 PER ANNUM;
CORPORATE GOVERNANCE COMMITTEE: MEMBER'S FEE ZAR 25,000
PER ANNUM; CHAIRMAN'S FEE ZAR 40,000 PER ANNUM;
NOMINATION COMMITTEE: MEMBER'S FEE ZAR 25,000 PER ANNUM;
CHAIRMAN'S FEE ZAR 40,000 PER ANNUM; REMUNERATION
COMMITTEE: MEMBER'S FEE FROM ZAR 25,000 TO ZAR 40,000
PER ANNUM; CHAIRMAN'S FEE; FROM ZAR 40,000 TO ZAR 65,000
PER ANNUM; SHE COMMITTEE: MEMBER'S FEE ZAR 25,000 PER
ANNUM; CHAIRMAN'S FEE ZAR 40,000 PER ANNUM
PROPOSAL #5.O3: AUTHORIZE ANY ONE DIRECTOR OR ALTERNATE ISSUER YES FOR N/A
DIRECTOR OF THE OF THE COMPANY TO SIGN ALL SUCH
DOCUMENTS AND DO ALL SUCH THINGS AS MAY BE NECESSARY FOR
OR INCIDENTAL TO THE IMPLEMENTATION OF THE
ABOVEMENTIONED SPECIAL AND ORDINARY RESOLUTIONS TO BE
PROPOSED AT THE AGM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANTOFAGASTA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND THE FINANCIAL STATEMENTS
FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE DIRECTOR'S REPORT ON ISSUER YES FOR N/A
REMUNERATION AND RELATED MATTERS FOR THE YE 31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. J-P. LUKSIC AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. C.H. BAILEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. P.J. ADEANE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF NEXT AGM
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #8.: RE-ELECT MR. G.S. MENENDEZ AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. G.A. LUKSIC AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-ELECT MR. J.W. AMBRUS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: RE-ELECT MR. J.G. CLARO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #S.12: AUTHORIZE THE DIRECTORS TO DISAPPLY THE ISSUER YES FOR N/A
STATUTORY PRE-EMPTION RIGHTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: APACHE CORPORATION
TICKER: APA CUSIP: 037411105
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RANDOLPH M. FERLIC ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. KOCUR ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: G. STEVEN FARRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.D. FRAZIER, JR. ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE 2005 STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF THE 2005 SHARE APPRECIATION ISSUER YES FOR FOR
PLAN
PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING DIRECTOR SHAREHOLDER YES AGAINST FOR
ELECTION MAJORITY VOTE STANDARD
PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING AUDITOR SHAREHOLDER YES AGAINST FOR
INDEPENDENCE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BOARD MANAGERS REPORT AND ISSUER NO N/A N/A
AUDITORS REPORT
PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTS ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE CONSOLIDATED ACCOUNTS ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE RESULT APPLICATION ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE BOARD MANAGEMENT FOR THE YEAR ISSUER NO N/A N/A
2004
PROPOSAL #6.: APPOINT THE DIRECTOR ISSUER NO N/A N/A
PROPOSAL #7.: APPROVE TO RENEW THE MEMBERSHIP OF BOARD ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARISTOCRAT LEISURE LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/21/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO GRANT 380,000 PERFORMANCE SHARE ISSUER YES FOR N/A
RIGHTS TO MR. PAUL ONEILE, MANAGING DIRECTOR AND CEO,
PURSUANT TO ARISTOCRAT'S LONG TERM PERFORMANCE SHARE
PLAN AND FOR THE PURPOSE OF ASX LISTING RULE 10.14
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARISTOCRAT LEISURE LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL REPORT OF THE ISSUER YES FOR N/A
CONSOLIDATED ENTITY IN RESPECT OF THE YE 31 DEC 2004 AND
THE DIRECTORS AND THE AUDITOR'S REPORTS THEREON BY THE
MEMBERS OF THE COMPANY
PROPOSAL #2.: RE-ELECT MR. A. W. STEELMAN AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTILCE 12.3 OF THE CONSTITUTION
OF THE COMPANY
PROPOSAL #3.: APPROVE, FOR ALL PURPOSES OF ASX LISTING ISSUER YES FOR N/A
RULE 10.14, TO GRANT 68,343 PERFORMANCE SHARE RIGHTS
PURSUANT TO THE COMPANY'S LONG TERM PERFORMANCE SHARE
PLAN AS SPECIFIED TO MR. P.N. ONEILE THE MANAGING
DIRECTOR AND THE CHIEF EXECUTIVE OFFICER
PROPOSAL #4.: APPROVE, FOR ALL PURPOSES INCLUDING AS AN ISSUER YES AGAINST N/A
EXCEPTION TO ASX LISTING RULE 7.1 , THE ARISTOCRAT LONG
TERM PERFORMANCE OPTION PLAN AND THE ISSUE AND EXERCISE
OF OPTIONS UNDER THE PLAN
PROPOSAL #S.5: ADOPT THE NEW CONSTITUTION ISSUER YES FOR N/A
PROPOSAL #S.6: APPROVE, FOR ALL PURPOSES INCLUDING FOR ISSUER YES FOR N/A
THE PURPOSES OF SECTION 256C(1) OF THE CORPORATIONS ACT:
A) A REDUCTION OF THE SHARE CAPITAL ACCOUNT OF THE
COMPANY BY UP TO AUD 0.21 FOR EACH FULLY PAID ORDINARY
SHARE ON ISSUE ON THE RECORD DATE TO BE SET BY THE
DIRECTORS OF THE COMPANY FOR THIS PURPOSE BUT WITHOUT
ANY CANCELLATION OF ANY ISSUED SHARES; AND B) WITH THE
REDUCTION IN RESPECT OF EACH ORDINARY SHARE BEING
EFFECTED AND SATISFIED BY THE COMPANY PAYING TO THE
HOLDERS OF ORDINARY SHARES AS AT THE RECORD DATE THE SUM
OF UP TO AUD 0.21 FOR EACH ORDINARY FULLY PAID SHARE AT
THE RECORD DATE, WITH THE PAYMENT TO BE EFFECTED AT A
TIME DETERMINED BY THE DIRECTORS OF THE COMPANY AND IN
THE MANNER PROVIDED AT THAT TIME BY THE CONSTITUTION OF
THE COMPANY FOR THE PAYMENT OF DIVIDENDS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARRIVA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ACCOUNTS FOR THE YE 31 DEC 2004, ISSUER YES FOR N/A
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE
AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC ISSUER YES FOR N/A
2004, ON THE ORDINARY SHARES OF THE COMPANY OF 14.07P
PER SHARE
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #4.: ELECT SIR. RICHARD BROADBENT AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. S.P. LONSDALE AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER THE TERMS OF THE ARTICLES
OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. S.J. CLAYTON AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER THE TERMS OF THE ARTICLES
OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. D.R. MARTIN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER THE TERMS OF THE ARTICLES
OF ASSOCIATION
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO FIX THE AUDITORS REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES AGAINST N/A
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT
AND GRANT RIGHTS FOR RELEVANT SECURITIES SECTION 80 OF
THE ACT OF THE COMPANY UP TO A MAXIMUM NOMINAL AMOUNT
EQUAL TO THE NOMINAL AMOUNT OF THE AUTHORIZED BUT
UNISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE 5TH ANNIVERSARY ; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES OR GRANT ANY SUCH RIGHT AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, PURSUANT TO THE ISSUER YES FOR N/A
GENERAL AUTHORITY CONFERRED BY AN ORDINARY RESOLUTION
PASSED AT THE AGM OF THE COMPANY HELD ON 27 APR 2001 AND
UNDER SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT
EQUITY SECURITIES FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED OR WHERE THE EQUITY SECURITIES ARE HELD BY THE
COMPANY AS TREASURY SHARES, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) PURSUANT TO A RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-
EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; B)
PURSUANT TO THE ARRIVA PLC EXECUTIVE SHARE OPTION
SCHEME, THE ARRIVA PLC SHARE INCENTIVE SCHEME, THE
ARRIVA PLC LONG TERM INCENTIVE PLAN 2000 AND THE ARRIVA
PLC SHARE INCENTIVE PLAN 2004 OF EQUITY SECURITIES TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 489,374; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 15 MONTHS ; AND THE COMPANY MAY MAKE AN
OFFER OR AGREEMENT, BEFORE SUCH EXPIRY, WHICH WOULD OR
MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER
SUCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES IN PURSUANCE OF SUCH OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
PROPOSAL #E.11: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 ON THE
LONDON STOCK EXCHANGE OF UP TO 29,362,485 ORDINARY
SHARES OF 5P EACH IN ITS CAPITAL, AT A MINIMUM PRICE OF
5P PER SHARE AND UP TO 5% ABOVE THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS AS DERIVED FROM THE STOCK
EXCHANGE OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR 20 JUL 2006
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ISSUER: ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE STATEMENT OF ACCOUNTS AND ISSUER YES FOR N/A
REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31
DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.A: RE-ELECT MR. ROBERT BEDNAREK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.B: RE-ELECT MR. R. DONALD FULLERTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.C: RE-ELECT MR. ROBERT SZE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.D: RE-ELECT MR. MARK RIGOLLE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.E: AUTHORIZE THE DIRECTORS TO FIX THEIR ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.1: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES AGAINST N/A
ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) ANY SHARE
OPTION SCHEME OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT
AGM IS TO BE HELD BY LAW OR THE BYE-LAWS
PROPOSAL #5.2: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
REPURCHASE SHARES IN THE CAPITAL OFTHE COMPANY DURING
THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG
LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES
OF THE COMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION UNDER THE HONG
KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES,
SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MAY AT
THEIR DISCRETION DETERMINE IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS TO BE HELD BY LAW OR THE BYE-LAWS
PROPOSAL #5.3: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
EXERCISE THE POWERS OF THE COMPANY REFERRED TO IN
RESOLUTION 1 SET OUT IN THE NOTICE CONVENING THIS
MEETING IN RESPECT OF AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY
GRANTED PURSUANT TO RESOLUTION 2 SET OUT IN THE NOTICE
CONVENING THIS MEETING, PROVIDED THAT SUCH AMOUNT SHALL
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY AT THE DATE OF THIS
RESOLUTION
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ISSUER: ASPEN INSURANCE HOLDINGS
TICKER: AHL CUSIP: G05384105
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MAREK GUMIENNY-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIAN CUSACK-13 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIAN CUSACK-17 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIAN CUSACK-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SARAH DAVIES-9 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIAN CUSACK-9 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATE VACHER-17 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL MYNERS-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD KEELING-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SARAH DAVIES-13 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SARAH DAVIES-17 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SARAH DAVIES-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES FEW-17 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID SKINNER-17 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE-17 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEIDI HUTTER-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE-13 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IAN CORMACK-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE-9 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID MAY-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID MAY-9 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HEIDI HUTTER-1 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IAN CAMPBELL-13 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IAN CAMPBELL-5 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IAN CAMPBELL-9 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE-1 ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT KPMG AUDIT PLC, LONDON ENGLAND, ISSUER YES FOR FOR
TO ACT AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND TO SET THE REMUNERATION.
PROPOSAL #3A: TO AMEND BYE-LAW 1 ISSUER YES FOR FOR
PROPOSAL #3B: TO AMEND BYE-LAW 3 ISSUER YES FOR FOR
PROPOSAL #3C: TO AMEND BYE-LAW 12 ISSUER YES FOR FOR
PROPOSAL #3D: TO AMEND BYE-LAW 33 ISSUER YES FOR FOR
PROPOSAL #3E: TO AMEND BYE-LAW 85 ISSUER YES FOR FOR
PROPOSAL #3F: TO AMEND BYE-LAW 91 ISSUER YES FOR FOR
PROPOSAL #3G: TO AMEND BYE-LAW 100 ISSUER YES FOR FOR
PROPOSAL #3H: TO AMEND BYE-LAW 105 ISSUER YES FOR FOR
PROPOSAL #3I: TO AMEND BYE-LAW 109 ISSUER YES FOR FOR
PROPOSAL #3J: TO AMEND BYE-LAW 110 ISSUER YES FOR FOR
PROPOSAL #3K: TO AMEND BYE-LAW 115 ISSUER YES FOR FOR
PROPOSAL #3L: TO AMEND BYE-LAW 116 ISSUER YES FOR FOR
PROPOSAL #3M: TO AMEND BYE-LAW 119 ISSUER YES FOR FOR
PROPOSAL #3N: TO AMEND BYE-LAW 120 ISSUER YES FOR FOR
PROPOSAL #3O: TO AMEND BYE-LAW 142 ISSUER YES FOR FOR
PROPOSAL #3P: TO AMEND BYE-LAW 147 ISSUER YES FOR FOR
PROPOSAL #3Q: TO AMEND BYE-LAW 148 ISSUER YES FOR FOR
PROPOSAL #4: TO APPROVE AN AMENDMENT TO THE 2003 SHARE ISSUER YES FOR FOR
INCENTIVE PLAN.
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ISSUER: ASPEN INSURANCE HOLDINGS
TICKER: AHL CUSIP: G05384105
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #6: TO AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR FOR
PROPOSAL #7: TO AUTHORIZE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
AUDIT PLC AS THE AUDITOR OF ASPEN INSURANCE UK LIMITED
AND TO DETERMINE THEIR REMUNERATION
PROPOSAL #8: TO AUTHORIZE THE AMENDMENT TO ASPEN ISSUER YES FOR FOR
INSURANCE UK LIMITED'S ARTICLES RELATING TO
INDEMNIFICATION OF DIRECTORS.
PROPOSAL #10: TO AUTHORIZE THE DIRECTORS OF ASPEN ISSUER YES FOR FOR
INSURANCE UK SERVICES LIMITED TO ALLOT SHARES
PROPOSAL #11: TO AUTHORIZE RE-APPOINTMENT OF KPMG AUDIT ISSUER YES FOR FOR
PLC AS THE AUDITOR OF ASPEN INSURANCE UK SERVICES
LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005 AND
TO DETERMINE THEIR REMUNERATION.
PROPOSAL #12: TO AUTHORIZE THE AMENDMENT TO ASPEN ISSUER YES FOR FOR
INSURANCE UK SERVICES LIMITED'S ARTICLES OF ASSOCIATION
REGARDING INDEMNIFICATION.
PROPOSAL #14: TO AUTHORIZE THE DIRECTORS OF ASPEN (UK) ISSUER YES FOR FOR
HOLDINGS LIMITED TO ALLOT SHARES.
PROPOSAL #15: TO AUTHORIZE RE-APPOINTMENT OF KPMG AUDIT ISSUER YES FOR FOR
PLC AS THE AUDITOR OF ASPEN (UK) HOLDINGS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005 AND TO DETERMINE THEIR
REMUNERATION.
PROPOSAL #16: TO AUTHORIZE THE AMENDMENT TO ASPEN (UK) ISSUER YES FOR FOR
HOLDINGS LIMITED'S ARTICLES OF ASSOCIATION RELATING TO
INDEMNIFICATION.
PROPOSAL #18: TO AUTHORIZE THE APPOINTMENT OF KPMG AS ISSUER YES FOR FOR
THE AUDITOR OF ASPEN INSURANCE LIMITED FOR FISCAL YEAR
ENDED DECEMBER 31, 2005 AND DETERMINE THEIR REMUNERATION.
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ISSUER: ASSA ABLOY AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A
PROPOSAL #2.: ELECT MR. GEORG EHRNROOTH AS A CHAIRMAN OF ISSUER NO N/A N/A
THE MEETING
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE AGENDA ISSUER NO N/A N/A
PROPOSAL #5.: ELECT ONE OR TWO PERSONS TO APPROVE THE ISSUER NO N/A N/A
MINUTES
PROPOSAL #6.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER NO N/A N/A
HAS BEEN DULY CONVENED
PROPOSAL #7.: APPROVE THE MANAGING DIRECTOR'S REPORT ISSUER NO N/A N/A
PROPOSAL #8.: RECEIVE THE ANNUAL REPORT AND THE ISSUER NO N/A N/A
AUDITOR'S REPORT AND THE CONSOLIDATED FINANCIAL
STATEMENTS AND GROUP AUDITOR'S REPORT, INCLUDING
ACTIVITIES OF THE AUDIT COMMITTEE AND THE CONSULTANCE
FEES AND OTHER FEES PAID TO THE ACCOUNTING FIRM IN 2004
AND ACTIVITIES OF THE REMUNERATION COMMITTEE AND BOARD
OF DIRECTORS REMUNERATION POLICY
PROPOSAL #9.a: ADOPT THE STATEMENT OF INCOME AND THE ISSUER NO N/A N/A
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME
AND THE CONSOLIDATED BALANCE SHEET, AS PER 31 DEC 2004
PROPOSAL #9.b: DECLARE A DIVIDEND OF SEK 2.60 PER SHARE ISSUER NO N/A N/A
PROPOSAL #9.c: APPROVE 02 MAY 2005 AS A RECORD DATE FOR ISSUER NO N/A N/A
THE DIVIDEND
PROPOSAL #9.d: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE MANAGING DIRECTOR FOR THE FY
2004
PROPOSAL #10.: APPROVE THAT THE NUMBER OF BOARD MEMBERS ISSUER NO N/A N/A
SHALL BE NINE AND NO DEPUTY MEMBERS SHALL BE ELECTED
PROPOSAL #11.: APPROVE THAT THE FEES TO THE BOARD ISSUER NO N/A N/A
MEMBERS SHALL AMOUNT TO SEK 3,600,000 IN TOTAL
EXCLUDING FEES FOR COMMITTEE WORK TO BE DISTRIBUTED
AMONG THE BOARD MEMBERS AS FOLLOWS: SEK 750,000 TO THE
CHAIRMAN, SEK 550,000 TO EACH OF THE DEPUTY CHAIRMEN AND
SEK 350,000 TO EACH OF THE OTHER DIRECTORS NOT EMPLOYED
BY THE COMPANY; IN ADDITION, FEES TO THE MEMBERS OF THE
AUDIT AND REMUNERATION COMMITTEES SHALL AMOUNT TO SEK
100,000 TO EACH OF THE CHAIRMEN AND SEK 50,000 TO EACH
OF THE OTHER MEMBERS
PROPOSAL #12.: RE-ELECT MESSRS. BO DANKIS, CARL DOUGLAS, ISSUER NO N/A N/A
GUSTAF DOUGLAS, GEORG EHRNROOTH, PER-OLOF ERIKSSON,
LOTTA LUNDEN, SVEN-CHRISTER NILSSON, MELKER SCHORLING
AND CARL-HENRIC SVANBERG AS THE BOARD MEMBERS
PROPOSAL #13.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT THE NOMINATION
COMMITTEE SHALL HAVE FOUR MEMBERS AND SHALL FOR THE
PERIOD UP TO AND UNTIL THE CLOSE OF THE AGM 2006 CONSIST
OF MESSRS. GUSTAF DOUGLAS, STAFFAN GREFBACK, ALECTA,
MARIANNE NILSSON, ROBUR, AND MELKER SCHORLING; GUSTAF
DOUGLAS SHALL BE ELECTED CHAIRMAN OF THE COMMITTEE; THE
NOMINATION COMMITTEE SHALL HAVE THE TASK OF PREPARING
THE ELECTION OF CHAIRMAN AND OTHER MEMBERS OF THE BOARD
OF DIRECTORS, ELECT AN AUDITOR, ELECT THE CHAIRMAN OF
GENERAL MEETINGS, DETERMINATION OF FEES AND MATTERS
PERTAINING THERETO
PROPOSAL #14.: CLOSING OF THE MEETING ISSUER NO N/A N/A
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ISSUER: ASSOCIATED BRITISH PORTS HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE AUDITED ACCOUNTS FOR THE YE 31 DEC 2003
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 9.0 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. B.A. LERENIUS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. C.R.N. CLARK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. A.H. SIMON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. A.J. ADAMS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF PRICEWATERHOUSECOOPERS LLP AS THE
AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DISTRIBUTE ISSUER YES FOR N/A
RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT
1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
25,906,643 LESSER OF THE UNISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY AND 1/3 OF THE ISSUED EQUITY
SHARE CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES AT THE
DATE OF THE AGM IN 2006 ; AND AT ANY TIME AFTERWARDS,
IN SUPPORT OF ANY OFFER OR AGREEMENT MADE BY THE COMPANY
DURING THAT TIME
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO DISTRIBUTE COMPANY SHARES
SECTION 94 FOR CASH IN CONNECTION WITH AN OFFER OF
SHARES FOR A CONNECTION WITH AN OFFER OF SHARES FOR A
PERIOD DETERMINED BY THE DIRECTORS, BY WAY OF RIGHTS TO
HOLDERS OF ORDINARY SHARES ON THE REGISTER ON A FIXED
DATE IN PROPORTION TO THEIR RESPECTIVE HOLDINGS OR IN
ACCORDANCE WITH THE RIGHT ATTACHED TO THEM BUT SUBJECT
TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE
DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT TO DEAL WITH
FRACTIONAL ENTITLEMENTS THAT WOULD OTHERWISE ARISE OR
WITH LEGAL OR PRACTICAL PROBLEMS UNDER THE LAW OR
REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE IN
ANY TERRITORY UP TO AN AGGREGATE NOMINAL VALUE OF GBP
3,886,446 BEING NOT MORE THAN 5% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES AT
THE DATE OF THE NEXT AGM ; AND AUTHORIZE THE DIRECTORS
TO DISTRIBUTE SHARES TO COMPLETE AN OFFER OR AGREEMENT
MADE BEFORE THE EXPIRY DATE
PROPOSAL #S.12: AUTHORIZE THE COMPANY TO MAKE ONE OR ISSUER YES FOR N/A
MORE MARKET PURCHASES OF COMPANY SHARES SECTION 163(3)
OF THE COMPANIES ACT 1985 ON THE LONDON STOCK EXCHANGE
OF UP TO THE LESSER OF: I) 31.0 MILLION ORDINARY SHARES
OF 25 PENCE EACH 10% OF THE ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY AS AT 16 FEB 2005 ; AND II) 10%
OF THE COMPANY ISSUED SHARE CAPITAL AS AT THE DATE THIS
RESOLUTION IS PASSED, AT A MINIMUM PRICE OF 25 PENCE AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRIOR TO THE DAY
OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE AGM IN 2006 ; ALTHOUGH THE COMPANY MAY STILL BUY
SHARES AT ANY LATER DATE IN ORDER TO FULFIL A CONTRACT
OR CONTRACTS MADE BEFORE THE EXPIRY DATE
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ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS AND THE ISSUER YES FOR N/A
REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004
PROPOSAL #2.: APPROVE TO CONFIRM THE FIRST INTERIM ISSUER YES FOR N/A
DIVIDEND OF USD 0.295 16.0 PENCE, SEK 2.200 PER
ORDINARY SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECOND INTERIM DIVIDEND OF USD 0.645 34.3
PENCE SEK 4.497 PER ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITOR
PROPOSAL #5.1: RE-ELECT MR. LOUIS SCHWEITZER AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.2: RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.3: RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.4: RE-ELECT MR. JONATHAN SYMONDS AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.5: RE-ELECT MR. JOHN PETTERSON FRCP AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.6: RE-ELECT MR. DAVID R. BRENNAN AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.7: RE-ELECT SIR PETER BONFIELD CBE AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.8: RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.9: RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ISSUER YES FOR N/A
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.10: RE-ELECT MR. MICHELE HOOPER AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.11: RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.12: RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ISSUER YES FOR N/A
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.13: RE-ELECT MR. DAME BRIDGET OGILVIE AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.14: RE-ELECT MR. MARCUS WALLENBERG AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004 AS SPECIFIED
PROPOSAL #7.: APPROVE: THE RULES OF THE ASTRAZENECA ISSUER YES FOR N/A
PERFORMANCE SHARE PLAN THE PLAN AND AUTHORIZE THE
DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY MAY
CONSIDER NECESSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN AS THEY
MAY CONSIDER NECESSARY IN RELATION TO EMPLOYEES IN
JURISDICTIONS OUTSIDE THE UK, WITH SUCH MODIFICATIONS AS
MAY BE NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF LOCAL
SECURITIES LAWS, EXCHANGE CONTROL AND TAX LEGISLATION,
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH
SCHEDULES BE TREATED AS COUNTING AGAINST THE RELEVANT
LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
PROPOSAL #8.: AUTHORIZE THE COMPANY AND ANY COMPANY ISSUER YES FOR N/A
WHICH IS OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES, FOR THE
PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATION TO EU POLITICAL EXPENDITURE DURING THE PERIOD
ENDING ON THE DATE THE OF THE COMPANY'S AGM IN 2006
PROVIDED THAT ANY SUCH DONATIONS AND EXPENDITURE MADE BY
THE COMPANY TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY
COMPANY WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT
EXCEEDING IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
PROPOSAL #9.: APPROVE THAT THE AUTHORITY AND POWER TO ISSUER YES FOR N/A
ALLOT NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION BE RENEWED
FOR THE PERIOD COMMENCING ON THE DATE OF THIS AGM AND
ENDING ON THE DATE OF THE AGM OF THE COMPANY IN 2006 OR,
IF EARLIER, ON 30 JUN 2006, AND FOR SUCH PERIOD THE
SECTION 80 AMOUNT SHALL BE USD 136,488,521
PROPOSAL #S.10: APPROVE THAT THE POWER CONFERRED ON THE ISSUER YES FOR N/A
DIRECTORS BY ARTICLE 7.1 OF THE COMPANY'S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD COMMENCING ON THE
DATE OF THIS AGM AND ENDING ON THE DATE OF THE AGM OF
THE COMPANY IN 2006 OR, IF EARLIER, ON 30 JUN 2006, AND
FOR SUCH PERIOD THE SECTION 89 AMOUNT SHALL BE USD
20,473,278
PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM NUMBER
OF SHARES OF UP TO 10% ORDINARY SHARES OF USD 0.25 EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
USD 0.25 AND UP TO 105% OF THE AVERAGE OF MIDDLE MARKET
VALUES OF THE COMPANY'S ORDINARY SHARES AS DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR
30 JUN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
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ISSUER: ATOS ORIGIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE, THE CHAIRMAN OF THE SUPERVISORY BOARD, THE
COMMENTS OF THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF THE STATUTORY AUDITORS, APPROVE THE CONSOLIDATED AND
FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE FYE
31 DEC 2004, IN THE FORM PRESENTED TO THE MEETING;
DISCHARGE THE EXECUTIVE COMMITTEE FOR THE PERFORMANCE OF
ITS DUTIES DURING THE SAID FY
PROPOSAL #O.2: APPROVE THAT, PURSUANT TO ARTICLE 39 OF ISSUER NO N/A N/A
THE AMENDED FINANCE LAW FOR 2004, TO TRANSFER THE AMOUNT
OF EUR 25,297,038.18 POSTED TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS TO THE OTHER RESERVES ACCOUNT;
IT ALSO DECIDES TO DRAW THE AMOUNT OF EUR 619,925.95
CORRESPONDING TO THE EXTRAORDINARY TAX OF 2.5%, UPON
THIS RESERVE, BY CREDITING THE RETAINED EARNINGS ACCOUNT
PROPOSAL #O.3: APPROVES THE RECOMMENDATIONS OF THE ISSUER NO N/A N/A
EXECUTIVE COMMITTEE AND RESOLVES TO APPROPRIATE THE
PROFITS AS FOLLOWS: PROFITS FOR THE FY: EUR
28,982,302.29; LEGAL RESERVE: EUR 1,449,115.11, THUS
AMOUNTING TO EUR 6,236,578.41; CARRY FORWARD ACCOUNT:
EUR 27,533,187.18; THUS AMOUNTING TO EUR 154,066,119.77
IN ACCORDANCE WITH THE REGULATIONS IN FORCE
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L. 225-86
AND SEQ. OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE GM ON 04 JUN 2004,
TO PURCHASE THE COMPANY'S OWN SHARES, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 81.50,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE
SHARE CAPITAL, MAXIMUM AMOUNT LIABLE TO BE USED FOR SUCH
REPURCHASES: EUR 547,360,112.00; AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. DIDIER CHERPITEL AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 5 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. DOMINIQUE BAZY AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 5 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PHILIPPE GERMOND AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 5 YEARS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JEAN FRANCOIS THEODORE AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS
PROPOSAL #O.10: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. DIETHART BREIPOHL AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 5 YEARS
PROPOSAL #O.11: APPROVE TO RESOLVES TO AWARD TOTAL ISSUER NO N/A N/A
ANNUAL FEES OF EUR 30,000.00. THIS DECISION CANCELS AND
REPLACES RESOLUTION NUMBER 4 OF THE GENERAL MEETING OF
12 MAR 1998
PROPOSAL #O.12: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE GM ON 24 FEB 2000,
TO REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF
SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF
THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 5
YEARS
PROPOSAL #E.13: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY, TO INCREASE IN ONE OR
MORE TRANSACTIONS, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, THE SHARE CAPITAL, BY
WAY OF ISSUING NEW SHARES, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR SHARE PREMIUM OR BY THE
ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF
THE EXISTING SHARES, BY WAY OF ISSUING SECURITIES, BY
WAY OF ISSUING EQUITY WARRANTS; THE GLOBAL NOMINAL VALUE
OF SHARES ISSUED UNDER THIS DELEGATION OF AUTHORITY
SHALL NOT EXCEED EUR 22,400,000.00; THE NOMINAL VALUE OF
DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
1,100,000,000.00; AUTHORIZE THE EXECUTIVE COMMITTEE TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
PROPOSAL #E.14: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY, TO INCREASE IN ONE OR
MORE TRANSACTIONS, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS, THE SHARE CAPITAL, BY WAY OF
ISSUING NEW SHARES, BY WAY OF ISSUING SECURITIES, BY WAY
OF ISSUING EQUITY WARRANTS; THE GLOBAL NOMINAL VALUE OF
SHARES ISSUED UNDER THIS DELEGATION OF AUTHORITY SHALL
NOT EXCEED EUR 22,400,000.00; THE NOMINAL VALUE OF DEBT
SECURITIES ISSUED SHALL NOT EXCEED EUR 1,100,000,000.00;
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS
PROPOSAL #O.15: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, WITHIN THE LIMIT OF 10% OF
THE CAPITAL, BY WAY OF ISSUING NEW SHARES IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO
THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR
SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
PROPOSAL #E.16: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, BY WAY OF ISSUING NEW SHARES BY
CASH AND, IF THE CASE ARISES, THE ALLOCATION OF SHARES
BY CASH AND IF THE CASE ARISES, THE ALLOCATION OF SHARES
FREE OF CHARGE OR OTHER SECURITIES GIVING ACCESS TO THE
CAPITAL IN FAVOUR OF THE COMPANY'S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN OF ATOS ORIGIN AND ,
OR ITS SUBSIDIARIES; AN AMOUNT SHALL NOT EXCEED 10% OF
THE CAPITAL; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
PROPOSAL #O.17: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY'S
EXISTING ORDINARY SHARES TO BE ISSUED, IN FAVOUR OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR OFFICERS,
PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 10% OF
THE SHARE CAPITAL; AUTHORIZE THE EXECUTIVE COMMITTEE TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF 38 MONTHS
PROPOSAL #E.18: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
INCREASE IN ONE OR MORE TRANSACTIONS, THE SHARE CAPITAL
OF THE COMPANY BY WAY OF ISSUING OF NEW SHARES RESERVED
FOR ATOS ORIGIN EMPLOYEE INVESTMENT FUND; THESE CAPITAL
INCREASE(S) SHALL GIVE RIGHT TO A MAXIMUM NUMBER OF NEW
SHARES, WHICH SHALL NOT EXCEED 3,000,000 SHARES OF A PAR
VALUE OF EUR 1.00 EACH; THE AMOUNT OF THE CAPITAL
INCREASE RESULTING FROM THIS RESOLUTION SHALL COUNT
AGAINST THE CEILING SET FORTH IN RESOLUTION 16;
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.19: AMEND ARTICLES OF ASSOCIATION 19 ISSUER NO N/A N/A
RELATING TO THE AUTHORIZATION GIVEN TO THE EXECUTIVE
COMMITTEE
PROPOSAL #O.20: AMEND THE ARTICLES OF ASSOCIATION 15 ISSUER NO N/A N/A
DELIBERATIONS AND 21 REGULATED AGREEMENTS
PROPOSAL #O.21: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AUSTRALIA & NEW ZEALAND BANKING GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/17/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, FINANCIAL ISSUER NO N/A N/A
REPORT AND THE REPORT OF THE DIRECTORS AND OF THE
AUDITORS FOR THE YE 30 SEP 2004
PROPOSAL #2.a: RE-ELECT MR. J.K. ELLIS AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #2.b: RE-ELECT MS. M.A. JACKSON AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #2.c: RE-ELECT DR. G.J. CLARK AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #2.d: ELECT MR. D.E. MEIKLEJOHN AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #2.e: ELECT MR. J.P. MORSCHEL AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #3.: APPROVE, FOR ALL PURPOSES, INCLUDING FOR ISSUER YES FOR N/A
THE PURPOSE OF ASX LISTING RULE 10.14, FOR THE ISSUE OF
175,000 FULLY PAID ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY TO OR FOR THE BENEFIT OF MR. JOHN MCFARLANE,
THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE
COMPANY, ON 31 DEC 2004 ON THE TERMS AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AUTOLIV, INC.
TICKER: ALV CUSIP: 052800109
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: S. JAY STEWART ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUNE CARLSSON ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF ERNST & YOUNG AB AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVENG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/9/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O1: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN TERMS OF SECTION 221 OF THE COMPANIES ACT, 1973, TO
ALLOT AND ISSUE SUFFICIENT ORDINARY SHARES THE SPECIFIC
ISSUE WITH A PAR VALUE OF 5 CENTS EACH IN THE
AUTHORIZED BUT UNISSUED CAPITAL OF THE COMPANY TO FOUR
ARROWS INVESTMENTS 39 (PROPRIETARY) LIMITED, THE AVENG
EMPOWERMENT TRUST AND THE AVENG COMMUNITY INVESTMENT
TRUST COLLECTIVELY, THE BEE CONSORTIUM , TO SETTLE ANY
POTENTIAL OBLIGATIONS ARISING FROM THE EXERCISE OF THE
PUT OPTION OR CALL OPTION, AND IN ACCORDANCE WITH
SECTION 5.51 OF THE LISTING REQUIREMENTS OF THE JSE
SECURITIES EXCHANGE, SOUTH AFRICA, UP TO 19.9% OF THE
AGGREGATE ISSUED SHARE CAPITAL OF AVENG ON THE DAY
IMMEDIATELY PRECEDING THE SPECIFIC ISSUE AND APPROVE
THAT THE ISSUE PRICE WILL BE EQUAL TO THE 30-DAY TRADE
WEIGHTED AVERAGE PRICE OF THE COMPANY'S SHARES ON THE
JSE CALCULATED ON THE TRADING DAY IMMEDIATELY PRECEDING
THE SPECIFIC ISSUE
PROPOSAL #2.O2: AUTHORIZE ANY DIRECTOR OF THE COMPANY TO ISSUER YES FOR N/A
SIGN ALL SUCH DOCUMENTATION AND DO ALL SUCH THINGS AS
MAY BE NECESSARY FOR THE IMPLEMENTATION OF RESOLUTION
1.O1
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVENG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. C. GRIM AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #2.: RE-ELECT MR. J.R. HERSOV AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #3.O1: APPROVE : I) TO INCREASE THE ANNUAL FEES ISSUER YES FOR N/A
PAYABLE TO THE NON-EXECUTIVE DIRECTORS BY 5% WITH
EFFECT FROM 01 JUL 2004; AND II) TO INCREASE THE
ADDITIONAL FEES PAYABLE FOR CHAIRING THE BOARD, ACTING
AS DEPUTY CHAIRMAN OF THE BOARD, CHAIRING AND SERVING ON
SUB-COMMITTEES OF THE BOARD, SERVING ON THE BOARD AND
AUDIT COMMITTEES OF SUBSIDIARIES AND ATTENDING MEETINGS
OF SUCH COMMITTEES, WITH EFFECT FROM 01 JUL 2004, ON THE
BASIS THAT THE AGGREGATE PAYABLE TO DIRECTORS IS TO BE
ROUNDED TO THE NEAREST ONE THOUSAND RAND
PROPOSAL #4.O2: APPROVE TO PLACE, ALL THE AUTHORIZED BUT ISSUER YES FOR N/A
UNISSUED SHARES IN THE CAPITAL OF THE COMPANY, OTHER
THAN THE 19,807,295 SHARES WHICH HAVE BEEN SPECIFICALLY
RESERVED FOR THE PURPOSES OF THE AVENG LIMITED SHARE
INCENTIVE SCHEME, UNDER THE CONTROL OF THE DIRECTORS OF
THE COMPANY AND AUTHORIZE THEM AS A GENERAL AUTHORITY TO
ALLOT AND ISSUE SUCH SHARES AT THEIR DISCRETION UPON
SUCH TERMS AND CONDITIONS AS THEY MAY DETERMINE, SUBJECT
TO THE PROVISIONS OF THE COMPANIES ACT 1973, AS
AMENDED, AND THE LISTINGS REQUIREMENTS OF THE JSE
SECURITIES EXCHANGE SOUTH AFRICA
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR CLOSED ON 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE AND THE STATUTORY AUDITORS; APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY IN THE
FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE PROFITS FOR THE FY: EUR ISSUER NO N/A N/A
518,959,933.00; PRIOR RETAINED EARNINGS: EUR
2,487,060,253.00 I. E. AN AVAILABLE AMOUNT FOR THE
ALLOCATION OF THE INCOME WHICH REACHES THE SUM OF EUR
3,006,020,186.00; APPROVE THE RECOMMENDATIONS OF THE
EXECUTIVE COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL
SO OBTAINED AS FOLLOWS: LEGAL RESERVE: EUR
25,947,997.00; GLOBAL DIVIDEND: EUR 1,164,150,944.00;
CARRY FORWARD ACCOUNT: EUR 1,815,921,245.00; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER
SHARE WITH A CUT OF EUR 0.305; THIS DIVIDEND WILL BE
PAID ON 28 APR 2005
PROPOSAL #O.4: APPROVE THAT, DUE TO THE EXCEPTIONAL TAX ISSUER NO N/A N/A
OF 2.5% ON THE SUMS APPEARING IN THE SPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE LIMIT OF EUR
200,000,000.00, THAT AN AMOUNT OF EUR 200,000,000.00
CHARGED TO THE SPECIAL RESERVE ON LONG- TERM CAPITAL
GAINS ACCOUNT WILL BE TRANSFERRED TO THE ORDINARY
RESERVE ACCOUNT; AND AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225-86 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: APPROVE THE RESIGNATION OF MR. THIERRY ISSUER NO N/A N/A
BRETON AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ANTHONY HAMILTON AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. HENRI LACHMANN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MICHEL PEBEREAU AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
PROPOSAL #O.10: RATIFY THE APPOINTMENT OF MR. LEO ISSUER NO N/A N/A
APOTHEKER IN REPLACEMENT OF MR. ALFRED VON OPPENHEIM
AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE IN 2007 UPON THE ANNUAL
FINANCIAL STATEMENTS FOR LAST FISCAL YEAR
PROPOSAL #O.11: APPOINT MR. JACQUES DE CHATEAUVIEUX IN ISSUER NO N/A N/A
REPLACEMENT OF MR. JACQUES CALVET AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.12: APPOINT MRS. DOMINIQUE REINICHE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.13: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 1,000,000.00 TO THE SUPERVISORY BOARD
PROPOSAL #O.14: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION OF RESOLUTION NUMBER 11 GIVEN BY THE
GENERAL MEETING OF 21 APR 2004, TO TRADE IN THE
COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
APPROVE THAT IN CASE OF A BID UPON THE COMPANY 'S EQUITY
SHARES SETTLED FULLY IN CASH, THE COMPANY CAN CONTINUE
THE PROCEEDING OF ITS STOCK REPURCHASE PROGRAMME; THE
GENERAL MEETING DELEGATES ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.15: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION OF RESOLUTION NUMBER 14 GIVEN BY THE
GENERAL MEETING OF 30 APR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS SOLE
DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY WAY OF CAPITALIZING RETAINED
EARNINGS, INCOME OR ADDITIONAL PAID-IN CAPITAL, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE
RAISE OF THE PAR VALUE OF THE EXISTING SHARES;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE THE COMPANY'S CAPITAL THROUGH THE ISSUE OF
COMMON SHARES OR SECURITIES THAT ENTITLE THE BEARER TO
COMMON SHARES OF THE COMPANY OR ONE OF ITS SUBSIDIARIES,
WITH PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED
PROPOSAL #E.17: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE CAPITAL THROUGH THE ISSUE OF COMMON SHARES OR
SECURITIES THAT ENTITLE THE BEARER TO SHARE CAPITAL OF
THE COMPANY OR ONE OF ITS SUBSIDIARIES, WITH
PREFERENTIAL SUBSCRIPTION RIGHTS WAIVED
PROPOSAL #E.18: AUTHORIZE THE MANAGEMENT BOARD, IN THE ISSUER NO N/A N/A
EVENT THAT SHARES OR SECURITIES WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED ARE ISSUED UNDER THE TERMS OF
THE SEVENTEENTH RESOLUTION, TO SET THE ISSUE PRICE
UNDER THE CONDITIONS DEFINED BY THE SHAREHOLDERS AND UP
TO A MAXIMUM OF 10% OF THE EQUITY CAPITAL
PROPOSAL #E.19: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE THE AMOUNT OF THE INITIAL ISSUE, IN THE EVENT
THAT SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER THE
TERMS SET FORTH IN THE SIXTEENTH TO THE EIGHTEENTH
RESOLUTIONS
PROPOSAL #E.20: AUTHORIZE THE MANAGEMENT BOARD TO ISSUE ISSUER NO N/A N/A
COMMON SHARES AND SECURITIES WITH A CLAIM TO THE
COMPANY'S COMMON SHARES, IN THE EVENT THAT A PUBLIC
EXCHANGE OFFER IS INITIATED BY THE COMPANY
PROPOSAL #E.21: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
INCREASE THE CAPITAL OF THE COMPANY THROUGH THE ISSUE OF
COMMON SHARES AND SECURITIES WITH A CLAIM TO THE
COMPANY'S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN
KIND UP TO A MAXIMUM OF 10% OF SHARE CAPITAL
PROPOSAL #E.22: AUTHORIZE THE MANAGEMENT BOARD TO ISSUE ISSUER NO N/A N/A
COMMON SHARES IN CONNECTION WITH THE ISSUE OF
SECURITIES, BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM
TO THE COMPANY'S COMMON SHARES
PROPOSAL #E.23: AUTHORIZE THE MANAGEMENT BOARD TO ISSUE ISSUER NO N/A N/A
SECURITIES ENTITLING THEIR BEARERS TO AN ALLOTMENT OF
DEBT INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE
OF THE COMPANY'S CAPITAL
PROPOSAL #E.24: AUTHORIZE THE MANAGEMENT BOARD TO ISSUER NO N/A N/A
RESOLVE TO ISSUE SECURITIES SECURING IMMEDIATE OR
DEFERRED ACCESS TO THE COMPANY'S SHARE CAPITAL, RESERVED
FOR EMPLOYEES ENROLLED IN THE EMPLOYER SPONSORED
COMPANY SAVINGS PLAN
PROPOSAL #E.25: AUTHORIZE THE MANAGEMENT BOARD TO FREELY ISSUER NO N/A N/A
ALLOT SHARES TO EMPLOYEES OF THE COMPANY
PROPOSAL #E.26: GRANT AUTHORITY TO GRANT STOCK PURCHASE ISSUER NO N/A N/A
AND/OR STOCK SUBSCRIPTION OPTIONS
PROPOSAL #E.27: AUTHORIZE THE MANAGEMENT BOARD TO REDUCE ISSUER NO N/A N/A
CAPITAL THROUGH THE CANCELLATION OF SHARES
PROPOSAL #E.28: AMEND THE BY-LAWS TO REFLECT CHANGES IN ISSUER NO N/A N/A
THE THRESHOLD FOR OWNERSHIP OF VOTING RIGHTS WITH
RESPECT TO REGULATED AGREEMENTS
PROPOSAL #E.29: AMEND THE ARTICLE 12 OF THE BYLAWS, TO ISSUER NO N/A N/A
STIPULATE THAT THE CONSENT OF THE SUPERVISORY BOARD IS
REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK OPTION
PLAN OF ANY KIND AND II) THE GRANTING OF FREE ALLOTMENTS
OF SHARES
PROPOSAL #E.30: GRANT AUTHORITY TO COMPLY WITH ALL ISSUER NO N/A N/A
FORMAL REQUIREMENTS IN CONNECTION WITH THIS MEETING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXIS CAPITAL HOLDINGS LTD.
TICKER: AXS CUSIP: G0692U109
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DONALD J. GREENE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK J. TASCO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUERGEN GRUPE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. FRIEDMAN ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO APPOINT DELOITTE & TOUCHE TO ACT AS THE ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF AXIS CAPITAL HOLDINGS LIMITED
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005 AND TO
AUTHORIZE THE BOARD OF DIRECTORS ACTING THROUGH THE
AUDIT COMMITTEE TO SET THE FEES FOR THE INDEPENDENT
AUDITORS.
PROPOSAL #03: TO AUTHORIZE THE ELECTION OF THREE ISSUER YES FOR FOR
NOMINEES AS DIRECTORS OF AXIS SPECIALTY LIMITED.
PROPOSAL #04: TO AUTHORIZE THE LIQUIDATION OF AXIS ISSUER YES FOR FOR
SPECIALTY UK LIMITED.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AYALA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO DETERMINE THE QUORUM ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE MINUTES OF PREVIOUS MEETING ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE ANNUAL REPORT ISSUER YES FOR N/A
PROPOSAL #4.1: RATIFY ALL ACTS AND RESOLUTIONS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE ADOPTED
DURING THE PRECEDING YEAR IN THE ORDINARY COURSE OF
BUSINESS
PROPOSAL #4.2: RATIFY THE RESOLUTION OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS ADOPTED ON 09 DEC 2004 ON THE REVERSE STOCK
SPLIT OF COMMON SHARES BY CHANGING THE PAR VALUE FROM
PHP 1.00 TO PHP 50.00 PER SHARE AND AMEND ARTICLE 7TH OF
THE AMENDED ARTICLES OF INCORPORATION TO REFLECT THE
SAME
PROPOSAL #4.3: AMEND THE COMPANY'S STOCK OPTION PLAN ISSUER YES AGAINST N/A
PROPOSAL #5.: ELECT THE DIRECTORS INCLUDING THE ISSUER YES FOR N/A
INDEPENDENT DIRECTOR
PROPOSAL #6.: ELECT THE AUDITORS AND APPROVE TO FIX ISSUER YES FOR N/A
THEIR REMUNERATION
PROPOSAL #7.: OTHER BUSINESS ISSUER YES AGAINST N/A
PROPOSAL #8.: ADJOURNMENT ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE DIRECTORS AND ISSUER YES FOR N/A
THE AUDITORS AND THE ACCOUNTS FOR THE YE 31 MAR 2004
PROPOSAL #2.: APPROVE THE REPORT ON DIRECTORS ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 MAR 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 13.4 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE OF THE COMPANY
PROPOSAL #4.: RE-APPOINT MR. TONY BALL AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #5.: RE-APPOINT MR. ROBERT WALKER AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #6.: RE-APPOINT MR. MIKE CLASPER AS AN ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR
PROPOSAL #7.: RE-APPOINT MR. MARGRET EWING AS AN ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #8.: RE-APPOINT MR. MIKE TOMS AS AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #11.: APPROVE TO RENEW THE DIRECTORS AUTHORITY ISSUER YES FOR N/A
TO ALLOT SHARES FOR CASH
PROPOSAL #12.: APPROVE TO CANCEL THE SPECIAL SHARE AND ISSUER YES FOR N/A
AUTHORIZE TO REDUCE THE SHARE CAPITAL ACCORDINGLY
PROPOSAL #13.: AMEND THE ARTICLES OF ASSOCIATION TO ISSUER YES FOR N/A
REFLECT THE CANCELLATION OF THE SPECIAL SHARE
PROPOSAL #14.: APPROVE TO ESTABLISH A NEW BAA ISSUER YES FOR N/A
PERFORMANCE SHARE PLAN
PROPOSAL #15.: AUTHORIZE THE COMPANY TO MAKE POLITICAL ISSUER YES ABSTAIN N/A
DONATIONS OF UP TO GBP 1.25 MILLION DURING THE YEAR
UNTIL THE AGM 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAE SYSTEMS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED ACCOUNTS OF THE ISSUER YES FOR N/A
COMPANY FOR THE YE 31 DEC 2004 AND THE DIRECTORS
REPORTS AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2004 OF 5.8 PENCE PER ORDINARY SHARE AND PAYABLE ON
01 JUN 2005 TO ORDINARY SHAREHOLDERS WHOSE NAMES
APPEARED ON THE REGISTER OF THE MEMBERS AT THE CLOSE OF
BUSINESS ON 22 APR 2005
PROPOSAL #4.: RE-ELECT SIR PETER MASON AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
PROPOSAL #5.: RE-ELECT MR. MARK RONALD AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
PROPOSAL #6.: RE-ELECT MR. MICHAEL TURNER AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
PROPOSAL #7.: ELECT MR. RICHARD OLVER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 91
PROPOSAL #8.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
UNTIL THE NEXT OGM AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO AGREE THE REMUNERATIONS OF THE AUDITORS
PROPOSAL #10.: APPROVE TO INCREASE THE AUTHORIZED SHARE ISSUER YES FOR N/A
CAPITAL OF THE COMPANY FROM GBP 165,000,001 TO GBP
180,000,001 BY THE CREATION OF 600,000,000 ORDINARY
SHARES OF 2.5P EACH
PROPOSAL #11.: APPROVE THAT THE AUTHORITY CONFERRED ON ISSUER YES FOR N/A
THE DIRECTORS BY ARTICLE 12(B)(1) OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY BE RENEWED FOR THE PERIOD
ENDING 05 AUG 2006 OR, IF EARLIER, ON THE DAY BEFORE THE
COMPANY'S AGM IN 2006 AND THAT FOR SUCH PERIOD THE
SECTION 80 AMOUNT SHALL BE GBP 26,750,818 IF RESOLUTION
10 IS PASSED, OR GBP 15,989,518 IF RESOLUTION 10 IS NOT
PASSED
PROPOSAL #12.: AUTHORIZE THE COMPANY: I TO MAKE ISSUER YES FOR N/A
DONATIONS TO EU POLITICAL ORGANIZATIONS; AND II TO INCUR
EU POLITICAL EXPENDITURE PROVIDED THAT THE AGGREGATE
AMOUNT OF SUCH DONATIONS AND EXPENDITURE MADE BY THE
COMPANY AND OTHER COMPANY AUTHORIZED BY A RESOLUTION OF
THE SHAREHOLDERS OF THE COMPANY SHALL NOT EXCEED GBP
100,000; AUTHORITY EXPIRED EARLIER THE CONCLUSION OF
THE AGM IN 2006 OR 05 AUG 2006
PROPOSAL #13.: AUTHORIZE THE BAE SYSTEMS DEFENSE ISSUER YES FOR N/A
SYSTEMS LIMITED: I TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND II TO INCUR EU POLITICAL EXPENDITURE
PROVIDED THAT, THE AGGREGATE AMOUNT OF SUCH DONATIONS
AND EXPENDITURE MADE BY THE BAE SYSTEMS DEFENSE SYSTEMS
LIMITED AND OTHER COMPANY AUTHORIZED BY A RESOLUTION
OF THE SHAREHOLDERS OF THE COMPANY SHALL NOT EXCEED GBP
100,000; AUTHORITY EXPIRED EARLIER THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY IN 2006 OR 05 AUG 2006
PROPOSAL #14.: AUTHORIZE THE BAE SYSTEMS ELECTRONICS ISSUER YES FOR N/A
LIMITED TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON
THE TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS
BAE SYSTEMS DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS
ELECTRONICS LIMITED
PROPOSAL #15.: AUTHORIZE THE BAE SYSTEMS MARINE LIMITED ISSUER YES FOR N/A
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO
INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON THE
TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE
SYSTEMS DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS
MARINE LIMITED
PROPOSAL #16.: AUTHORIZE THE BAE SYSTEMS OPERATIONS ISSUER YES FOR N/A
LIMITED TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON
THE TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS
BAE SYSTEMS DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS
OPERATIONS LIMITED
PROPOSAL #17.: AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS ISSUER YES FOR N/A
BRIDGING LIMITED TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE
PROVIDED THAT ON THE TERMS SET OUT IN RESOLUTION 13
REPLACING THE WORDS BAE SYSTEMS DEFENSE SYSTEMS
LIMITED WITH BAE SYSTEMS LAND SYSTEMS BRIDGING LIMITED
PROPOSAL #18.: AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS ISSUER YES FOR N/A
MUNITIONS AND ORDNANCE LIMITED TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL
EXPENDITURE PROVIDED THAT ON THE TERMS SET OUT IN
RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFENSE
SYSTEMS LIMITED WITH BAE SYSTEMS LAND SYSTEMS
MUNITIONS AND ORDNANCE LIMITED
PROPOSAL #19.: AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS ISSUER YES FOR N/A
WEAPONS AND VEHICLES LIMITED TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL
EXPENDITURE PROVIDED THAT ON THE TERMS SET OUT IN
RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFENSE
SYSTEMS LIMITED WITH BAE SYSTEMS LAND SYSTEMS WEAPONS
AND VEHICLE LIMITED
PROPOSAL #20.: AUTHORIZE THE LAND SYSTEMS HAGGLUNDS AB ISSUER YES FOR N/A
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO
INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON THE
TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE
SYSTEMS DEFENSE SYSTEMS LIMITED WITH LAND SYSTEMS
HAGGLUNDS AB
PROPOSAL #S.21: APPROVE TO RENEW THE AUTHORITY CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS BY ARTICLE 12(B)(LL) ARTICLES OF
ASSOCIATION OF THE COMPANYFOR THE PERIOD ENDING 05 AUG
2006 OR A DAY BEFORE THE COMPANY'S AGM IN 2006 AND THAT
FOR THE PERIOD THE SECTION 89 AMOUNT SHALL BE GBP
4,013,024
PROPOSAL #S.22: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 321,041,924
ORDINARY SHARES OF 2.5P EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 2.5P AND UP TO 105% OF
THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY OR 03 AGU 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
PROPOSAL #S.23: AMEND ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAE SYSTEMS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THAT THE PROPOSED ACQUISITION OF ISSUER YES FOR N/A
UNITED DEFENSE INDUSTRIES, INC, PURSUANT TO THE MERGER
AGREEMENT AS DEFINED IN THE CIRCULAR TO SHAREHOLDERS OF
THE COMPANY DATED 27 APR 2005 THE CIRCULAR AND THE
ASSOCIATED AND ANCILLARY ARRANGEMENTS CONTEMPLATED BY
THE MERGER AGREEMENT AND FOR DESCRIBED IN THE CIRCULAR
BE APPROVED AND AUTHORIZE THE DIRECTORS OF THE COMPANY
OR ANY DULY AUTHORIZED COMMITTEE THEREOF TO TAKE ALL
SUCH STEPS AS MAY BE NECESSARY OR APPROPRIATE IN
RELATION THERETO AND TO IMPLEMENT THE SAME WITH SUCH
MODIFICATIONS, VARIATIONS, REVISIONS, WAIVERS OR
AMENDMENTS NOT BEING MODIFICATIONS, VARIATIONS,
REVISIONS, WAIVERS OR AMENDMENTS WHICH ARE OF A MATERIAL
NATURE AS THE DIRECTORS OR ANY SUCH COMMITTEE MAY DEEM
NECESSARY, EXPEDIENT OR APPROPRIATE
PROPOSAL #2.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
PURSUANT TO ARTICLE 104(B) (1), AT ANY TIME AND FROM
TIME TO TIME TO PROCURE OR PERMIT THE AGGREGATE AMOUNT
FOR THE TIME BEING REMAINING OUTSTANDING OF ALL MONEY
BORROWED BY THE GROUP AS DEFINED IN ARTICLE 104(B) (1))
AND FOR THE TIME BEING OWING, SUBJECT AS PROVIDED IN
ARTICLE 104, TO PERSONS OTHER THAN THE COMPANY AND ITS
WHOLLY-OWNED SUBSIDIARIES TO EXCEED THE LIMIT SET OUT IN
THAT ARTICLE PROVIDED THAT SUCH AGGREGATE AMOUNT
OUTSTANDING AND OWING SHALL NOT EXCEED ONE AND A HALF
TIMES THE ADJUSTED CAPITAL AND TOTAL RESERVES AS
DEFINED IN PARAGRAPH (II) OF THIS RESOLUTION ; II) IN
THIS RESOLUTION: (A) ADJUSTED CAPITAL AND TOTAL RESERVES
MEANS AT ANY MATERIAL TIME A SUM EQUAL TO THE AGGREGATE
OF: I) THE ADJUSTED CAPITAL ARID RESERVES AS DEFINED
IN ARTICLE 104(B)(2 ; II) THE SUMS IF ANY DEDUCTED IN
THE CALCULATION THEREOF PURSUANT TO ARTICLES
104(B)(2)(VII); AND PROVIDED THAT ARTICLE 104(B)(2)
SHALL BE CONSTRUED AS IF IT CONTAINED THE FOLLOWING
ADDITIONAL PROVISION AFTER ARTICLE 104(B)(2)(VII): VIII)
EXCLUDING POST-EMPLOYMENT ASSETS AND LIABILITIES AS
CALCULATED IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING
STANDARD IAS 19 - EMPLOYEE BENEFITS, AS FROM TIME TO
TIME AMENDED, AND ANY STANDARDS, PRINCIPLES, PRACTICES
OR RULES THAT MAY FROM TIME TO TIME, DIRECTLY OR
INDIRECTLY, SUPPLEMENT OR REPLACE THIS STANDARD OR ANY
PART OF IT, AND IX) EXCLUDING AMOUNTS RECOGNIZED IN
ACCORDANCE WITH IAS 32 - FINANCIAL INSTRUMENTS:
DISCLOSURE AND PRESENTATION IAS 32 AND IAS 39 -
FINANCIAL INSTRUMENTS: RECOGNITION AND MEASUREMENT IAS
39 AS FROM TIME TO TIME AMENDED, AND ANY STANDARDS,
PRINCIPLES, PRACTICES OR RULES THAT MAY FROM TIME TO
TIME, DIRECTLY OR INDIRECTLY, SUPPLEMENT OR REPLACE ANY
OF THESE STANDARDS OR ANY PART OF THEM AND INCLUDING
THE RELEVANT AMOUNTS THAT WOULD HAVE BEEN RECOGNIZED HAD
THE ACCOUNTS BEEN PREPARED IN ACCORDANCE WITH THE
RELEVANT ACCOUNTING STANDARDS APPLICABLE TO THE
COMPANY'S ACCOUNTS FOR THE YEAR ENDED 31 DEC 2004 UNDER
UNITED KINGDOM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
IN SO FAR AS THEY RELATE TO THE MATTERS DEALT WITH BY
IAS 32 AND IAS 39 AS SO AMENDED, SUPPLEMENTED OR
REPLACED FROM TIME TO TIME ; B) REFERENCES TO ARTICLES
ARE TO ARTICLES OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY; AND (III) THIS RESOLUTION SHALL BE CONSTRUED AS
IF IT FORMED PART OF ARTICLE 104 OF THE ARTICLES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAKER HUGHES INCORPORATED
TICKER: BHI CUSIP: 057224107
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ANTHONY G. FERNANDES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J. LARRY NICHOLS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LARRY D. BRADY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
PROPOSAL #03: PROPOSAL TO AMEND THE COMPANY'S RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
PROPOSAL #04: STOCKHOLDER PROPOSAL NO. 1 REGARDING SHAREHOLDER YES AGAINST FOR
MAJORITY VOTES PROTOCOL.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA INTESA SPA, MILANO
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET REPORTS AS OF 31 ISSUER NO N/A N/A
DEC 2004, THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY AND INTERNAL AUDITORS REPORTS, BALANCE SHEET
REPORTS AS OF 31 DEC 2004 OF INTESA SISTEMI ESERVIZI
SPA, MERGED IN BANCA INTESA STARTING FROM 01 JAN 2005
PROPOSAL #2.: APPOINT THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #3.: APPOINT THE INTERNAL AUDITORS AND THE ISSUER NO N/A N/A
CHAIRMAN FOR FYS 2005/2007 TO STATE THEIR EMOLUMENTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO BILBAO VIZCAYA ARGENTARIA SA BBVA, BILBAO
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE APPROPIATION, OF THE ANNUAL ISSUER YES FOR N/A
ACCOUNTS BALANCE SHEET, PROFIT AND LOSS ACCOUNT AND
ANNUAL REPORT AND THE MANAGEMENT REPORT OF THE BANCO
BILBAOVIZCAYA ARGENTARIA, S.A. AND ITS CONSOLIDATED
FINANCIAL GROUP, APPLICATION OF EARNINGS, DIVIDEND
DISTRIBUTION, CORPORATE MANAGEMENT AND ALL THE
AFOREMENTIONED WITH RESPECT TO THE FYE 31 DEC 2004
PROPOSAL #2.: RATIFY AND RE-ELECT, WHEN APPROPIATE, THE ISSUER YES FOR N/A
MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS FOR THE ISSUER YES FOR N/A
ISSUANCE OF CORPORATE BONDS IN A MAXIMUM AMOUNT OF EUR
50.000.000.000 AND MODIFY THE AUTHORIZATION GRANTED BY
THE GENERAL SHAREHOLDERS MEETING HELD ON 28 FEB 2004
PROPOSAL #4.: AUTHORIZE THE COMPANY, TO ACQUIRE ITS ISSUER YES FOR N/A
TREASURY STOCK, DIRECTLY OR THROUGH ITS GROUP COMPANIES,
IN ACCORDANCE WITH ARTICLE 75 OF THE SPANISH COMPANY
LAW LEY DE SOCIEDADES ANONIMAS , ESTABLISHING THE
LIMITS OR REQUIREMENTS FOR THESE ACQUISITIONS AND WITH
THE EXPRESS POWER OF REDUCING THE SHARE CAPITAL TO
AMORTISE TREASURY STOCK AND AUTHORIZE THE BOARD OF
DIRECTORS TO IMPLEMENT THE RESOLUTIONS OF THE GENERAL
MEETING IN THIS RESPECT, CANCELLING THE AUTHORIZATION
GRANTED BY THE GENERAL SHAREHOLDERS MEETING HELD ON 28
FEB 2004
PROPOSAL #5.: RE-ELECT THE AUDITORS FOR FY 2005 ISSUER YES FOR N/A
PROPOSAL #6.: AUTHORIZE TO THE BOARD OF DIRECTORS, WITH ISSUER YES FOR N/A
EXPRESS RIGHT FOR ITS SUBSTITUTION, TO FORMALISE,
CORRECT, INTERPRET AND IMPLEMENT RESOLUTIONS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DE ORO UNIVERSAL BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CALL THE ORDER ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE PROOF OF NOTICE OF MEETING ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE CERTIFICATION OF QUORUM ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE MINUTES OF THE ANNUAL MEETING ISSUER YES FOR N/A
OF STOCKHOLDERS HELD ON 28 MAY 2004
PROPOSAL #5.: APPROVE THE PRESIDENT'S REPORT ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE AND RATIFY ALL ACTIONS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND THE MANAGEMENT
PROPOSAL #7.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #8.: APPOINT THE EXTERNAL AUDITOR ISSUER YES FOR N/A
PROPOSAL #9.: OTHER MATTER ISSUER YES AGAINST N/A
PROPOSAL #10.: ADJOURNMENT ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO POPULAR ESPANOL SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, ISSUER YES FOR N/A
BALANCE SHEET, PROFIT AND LOSS ACCOUNT AND NOTES TO THE
ACCOUNTS, AND OF THE MANAGEMENT REPORT OF THE BANCO
POPULAR ESPANOL, S.A. AND ITS CONSOLIDATED GROUP, AS
WELL AS OF THE PROPOSED APPLICATION OF PROFITS AND THE
MANAGEMENT OF THE BOARD OF DIRECTORS; ALL OF THE
FOREGOING WITH REFERENCE TO THE YEAR 2004
PROPOSAL #2.: APPOINT, RATIFY AND RE-ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: REAPPOINT THE FINANCIAL AUDITORS FOR THE ISSUER YES FOR N/A
REVISION AND COMPLIANCE AUDIT OF THE FINANCIAL
STATEMENTS, BOTH OF THE BANK AND ITS CONSOLIDATED GROUP
PROPOSAL #4.: AMEND ARTICLE 15 AND TEMPORARY PROVISIONS ISSUER YES FOR N/A
1 AND 2 OF THE COMPANY BY-LAWS, ABOUT THE COMPANY
CHAIRMANSHIP; AMEND THE INFORMATION TO THE MEETING ABOUT
THE CORRELATIVE RULES AND REGULATIONS OF THE BOARD OF
DIRECTORS
PROPOSAL #5.: APPROVE TO REDUCE THE NOMINAL VALUE OF THE ISSUER YES FOR N/A
COMPANY SHARES FROM 50 EURO CENTS TO 10 EURO CENTS,
WITH NO MODIFICATION OF THE SHARE CAPITAL, AND WITH
CONSEQUENT INCREASE OF THE NUMBER OF SHARES REPRESENTING
THE OUTSTANDING SHARE CAPITAL; AMEND THE ARTICLE 5 AND
FIRST PARAGRAPH OF THE LAST ARTICLE OF THE COMPANY BY-
LAWS
PROPOSAL #6.: AUTHORIZE THE ACQUISITION OF OWN SHARES, ISSUER YES FOR N/A
WITHIN THE TERMS AND CONDITIONS PROVIDED BY LAW, AND TO
PROCEED THEIR AMORTIZATION BY DEBITING THE CONTRIBUTED
CAPITAL, WITH CONSEQUENT CAPITAL DECREASE BY A MAXIMUM
AMOUNT EQUIVALENT TO 5% OF THE SHARE CAPITAL
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS TO RAISE ISSUER YES FOR N/A
THE SHARE CAPITAL, THROUGH INCREASE OF THE NOMINAL VALUE
OF THE EXISTING SHARES, OR BY ISSUING NEW ORDINARY OR
PREFERRED OR REDEEMABLE SHARES, WITH OR WITHOUT PREMIUM,
WITH OR WITHOUT VOTING RIGHTS, WITHIN THE CLASSES AND
TYPES PROVIDED BY LAW; CONSEQUENT MODIFICATION OF THE
LAST ARTICLE OF THE COMPANY BY-LAWS; ALL OF THE
FOREGOING IN CONFORMITY WITH SECTIONS 153.1. B AND 159.2
OF THE SPANISH LIMITED COMPANIES ACT, LEY DE SOCIEDADES
ANONIMAS, AND THE PROVISIONS IN SECTION 161.1 THEREIN,
AND WITH POWERS TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION
RIGHT
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, ISSUER YES FOR N/A
WITHIN THE LEGAL TERM OF 5 YEARS, PROMISSORY NOTES,
BONDS AND DEBENTURES, PREFERRED SHARES, MORTGAGE BONDS,
MORTGAGE BACKED SECURITIES AND ANY OTHER FIXED INCOME
SECURITIES NOT CONVERTIBLE INTO SHARES, IN EUROS OR
OTHER FOREIGN CURRENCIES, AND WITH A FIXED OR A VARIABLE
INTEREST
PROPOSAL #9.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, ISSUER YES FOR N/A
ACCORDING TO THE PROVISIONS OF ARTICLE 319 OF THE
REGULATIONS OF THE REGISTRAR OF COMPANIES, FIXED INCOME
SECURITIES CONVERTIBLE INTO NEWLY ISSUED SHARES, AND, OR
EXCHANGEABLE INTO EXISTING SHARES, SETTING OUT THE
RATIO AND CONDITIONS OF THE CONVERSION AND, OR EXCHANGE,
WITH EXCLUSION OF THE PREFERENTIAL SUBSCRIPTION RIGHT,
AND WITH POWERS TO INCREASE THE SHARE CAPITAL BY THE
NECESSARY AMOUNT; GRANT AUTHORITY TO THE BOARD OF
DIRECTORS TO FULLY IMPLEMENT ABOVE RESOLUTION, WITH
POWERS TO ABSTAIN, POSTPONE OR PARTIALLY POSTPONE THE
EXECUTION THEREOF
PROPOSAL #10.: AUTHORIZE THE BOARD OF DIRECTORS, WITH ISSUER YES FOR N/A
AUTHORITY TO DEPUTY THE POWERS GRANTED TO IT BY THE
MEETING, TO CONSTRUE, AMEND AND FULLY EXECUTE THE
RESOLUTIONS ADOPTED BY THE MEETING, AND FOR THEIR PUBLIC
RECORDING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: EXAMINATION AND APPROVAL, WHERE ISSUER YES FOR N/A
APPROPRIATE, OF THE ANNUAL ACCOUNTS (BALANCE SHEET,
INCOME STATEMENT AND ANNUAL REPORT) AND OF THE
MANAGEMENT OF BANCO SANTANDER CENTRAL HISPANO, S.A. AND
ITS CONSOLIDATED GROUP, RELATING TO THE FISCAL YEAR
ENDED ON DECEMBER 31, 2004.
PROPOSAL #2.: DISTRIBUTION OF EARNINGS FROM FISCAL YEAR ISSUER YES FOR N/A
2004.
PROPOSAL #3.A: RATIFICATION OF THE APPOINTMENT OF LORD ISSUER YES FOR N/A
BURNS AS A DIRECTOR
PROPOSAL #3.B: RATIFICATION OF THE APPOINTMENT OF MR. ISSUER YES FOR N/A
LUIS ANGEL ROJO DUQUE AS A DIRECTOR
PROPOSAL #3.C: RE-ELECTION OF MR. EMILIO BOTIN-SANZ DE ISSUER YES FOR N/A
SAUTUOLA Y GARCIA DE LOS RIOS AS A DIRECTOR
PROPOSAL #3.D: RE-ELECTION OF MR. MATIAS RODRIGUEZ ISSUER YES FOR N/A
INCIARTE AS A DIRECTOR
PROPOSAL #3.E: RE-ELECTION OF MR. MANUEL SOTO SERRANO AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #3.F: RE-ELECTION OF MR. GUILLERMO DE LA DEHESA ISSUER YES FOR N/A
ROMERO AS A DIRECTOR
PROPOSAL #3.G: RE-ELECTION OF MR. ABEL MATUTES JUAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.H: RE-ELECTION OF MR. FRANCISCO JAVIER ISSUER YES FOR N/A
BOTIN-SANZ DE SAUTUOLA Y O SHEA AS A DIRECTOR
PROPOSAL #4.: RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR ISSUER YES FOR N/A
2005.
PROPOSAL #5.: AUTHORIZATION FOR THE BANK AND ITS ISSUER YES FOR N/A
SUBSIDIARIES TO ACQUIRE THE BANK'S SHARES UNDER THE
TERMS OF SECTION 75 AND THE FIRST ADDITIONAL REGULATION
OF THE CORPORATIONS LAW, RESCINDING THE UNUSED PORTION
OF THE AUTHORIZATION GRANTED AT THE ORDINARY GENERAL
SHAREHOLDERS MEETING OF JUNE 19, 2004.
PROPOSAL #6.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE POWER TO CARRY OUT THE RESOLUTION TO BE ADOPTED AT
THE MEETING TO INCREASE SHARE CAPITAL, PURSUANT TO THE
PROVISIONS OF SECTION 153.1.A) OF THE CORPORATIONS LAW,
RESCINDING RESOLUTION EIGHT.II) ADOPTED AT THE ORDINARY
GENERAL SHAREHOLDERS MEETING OF JUNE 19, 2004.
PROPOSAL #7.: AUTHORIZATION TO THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INCREASE SHARE CAPITAL, PURSUANT TO THE PROVISIONS OF
SECTION 153.1.B) OF THE CORPORATIONS LAW, AND WITH
DELEGATION OF THE POWER TO EXCLUDE PRE-EMPTIVE RIGHTS,
PURSUANT TO THE PROVISIONS OF SECTION 159.2 OF SUCH LAW,
RESCINDING THE AUTHORIZATION GRANTED PURSUANT TO
RESOLUTION NINE.II) AT THE GENERAL SHAREHOLDERS MEETING
OF JUNE 21, 2003.
PROPOSAL #8.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE POWER TO ISSUE NONCONVERTIBLE FIXED-INCOME
SECURITIES.
PROPOSAL #9.: APPROVAL OF AN INCENTIVE STOCK OPTION PLAN ISSUER YES FOR N/A
OR OTHER MECHANISMS TIED TO THE SHARES OF THE BANK,
BASED ON THE PERFORMANCE OF SHARE PRICES AND PROFITS,
TO BE EXECUTED BY THE BANK AND ITS SUBSIDIARIES.
PROPOSAL #10.: AUTHORIZATION FOR THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO INTERPRET, CURE, SUPPLEMENT, EXECUTE AND FURTHER
DEVELOP THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT
THE GENERAL MEETING, AS WELL AS TO SUBSTITUTE THE POWERS
IT RECEIVES FROM THE SHAREHOLDERS ACTING AT THE GENERAL
MEETING, AND THE GRANT OF POWERS TO CONVERT SUCH
RESOLUTIONS INTO NOTARIAL INSTRUMENTS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK AUSTRIA CREDITANSTALT AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT, THE REPORTS OF ISSUER NO N/A N/A
THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR THE
FY 2004
PROPOSAL #2.: APPROVE THE USAGE OF THE NET INCOME ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE ACTIONS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE SUPERVISORY BOARD FOR THE FY 2004
PROPOSAL #4.: AUTHORIZE THE BOARD TO INCREASE THE ISSUER NO N/A N/A
INITIAL CAPITAL WITHIN THE NEXT 5 YEARS BY EUR
534,460,374,90 BY ISSUING UP TO 73,515,870 YOUNG SHARES
PROPOSAL #5.: APPROVE TO THE PURCHASE OF OWN SHARES TO ISSUER NO N/A N/A
TRADE ACCORDING TO SECTION 65 COMPANIES ACT
PROPOSAL #6.: ELECT THE AUDITOR FOR 2006 ISSUER NO N/A N/A
PROPOSAL #7.: ELECT THE SUPERVISORY BOARD ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK FUKUOKA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY2.50, FINAL JY 4.50,
SPECIAL JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.17: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES FOR N/A
AND STATUTORY AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM BARNET, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. STEVEN JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA E. MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EDWARD L. ROMERO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES W. COKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MEREDITH R. SPANGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT PUBLIC ISSUER YES FOR FOR
ACCOUNTANTS
PROPOSAL #03: STOCKHOLDER PROPOSAL - POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #04: STOCKHOLDER PROPOSAL - NOMINATION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF YOKOHAMA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND JPY 7, SPECIAL DIVIDEND
JPY 1.5
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #6.: APPROVE ISSUANCE OF SHARES ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE DIRECTORS AND ISSUER YES FOR N/A
THE AUDITORS AND THE AUDITED ACCOUNTS OF THE COMPANY
FOR THE YE 31 DEC 2004; THE DIRECTORS ARE REQUIRED TO
PRESENT TO THE AGM THE REPORTS OF THE DIRECTORS AND THE
AUDITORS AND THE AUDITED ACCOUNTS OF THE COMPANY FOR
EACH FY IN THIS CASE FOR THE YE 31 DE 2004
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 DEC 2004
PROPOSAL #3.: RE-ELECT SIR ANDREW LIKIERMAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. RICHARD LEIGH CLIFFORD AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. MATTHEW WILLIAM BARRETT AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #6.: RE-ELECT MR. JOHN SILVESTER VARLEY AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-ELECT MR. THOMAS DAVID GUY ARCULUS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #8.: RE-ELECT SIR NIGEL RUDD AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
CHARTERED ACCOUNTANT AND REGISTERED AUDITORS, AS THE
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #11.: ADOPT THE BARCLAYS PLC PERFORMANCE SHARE ISSUER YES FOR N/A
PLAN THE PSP ; AUTHORIZE THE DIRECTORS TO DO ALL SUCH
ACTS AND THINGS NECESSARY OR EXPEDIENT TO IMPLEMENT THE
PSP INCLUDING MAKING SUCH CHANGES TO THE DRAFT RULES OF
THE PSP AS THE DIRECTORS CONSIDER NECESSARY OR DESIRABLE
TO OBTAIN ANY APPROVALS OR TO TAKE ACCOUNT OF ANY
STATUTORY, FISCAL, EXCHANGE CONTROL OR SECURITIES
REGULATIONS EITHER GENERALLY OR IN RELATION TO ANY
POTENTIAL PARTICIPANTS PROVIDED THAT THE OVERALL LIMITS
CONTAINED IN THE PSP CONTINUE TO APPLY
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO ESTABLISH SUCH ISSUER YES FOR N/A
NUMBER OF SUPPLEMENTS ORT APPENDICES TO THE PSP AS HAS
BEEN APPROVED BY THE COMPANY IN THE GENERAL MEETING OR
SUCH OTHER EMPLOYEES SHARE PLAN BASED ON THE PSP, IN
RELATION TO ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY THE SHARES AS THEY CONSIDER NECESSARY OR
DESIRABLE TO TAKE ADVANTAGE TO COMPLY WITH LOCAL LAWS
AND REGULATIONS FOR THE BENEFIT OF EMPLOYEES OF THE
COMPANY OR OF ANY OF ITS SUBSIDIARIES WHO ARE RESIDENT
OR WORKING OVERSEAS AND FOR WHOM PARTICIPATION IN THE
PSP IS OTHERWISE CONSIDERED BY THE DIRECTORS TO BE
UNDESIRABLE OR IMPRACTICAL AND FROM TIME TO TIME TO MAKE
OR PERMIT THE MAKING OF SUCH ALTERATIONS TO SUCH
SUPPLEMENTS, APPENDICES OR OTHER EMPLOYEES SHARE PLAN AS
THEY CONSIDER NECESSARY OR DESIRABLE PROVIDED THAT: A)
HAVING REGARD TO THE BENEFITS WHICH MAY BE CONFERRED ON
AN EMPLOYEE PARTICIPATING IN THE PSP, ALL SUCH
SUPPLEMENTS APPENDICES OR OTHER EMPLOYEES SHARE PLAN
SHALL CONFER BENEFITS AND CONTAINS LIMITATIONS SO AS TO
ENSURE, SO FAR AS THE DIRECTORS CONSIDER PRACTICABLE,
SUBSTANTIAL EQUALITY OF TREATMENT BETWEEN UK EMPLOYEES
AND EMPLOYEES RESIDENT OVERSEAS; B) THE OVERALL LIMITS
ON THE NUMBER OF SHARES, WHICH MAYBE SUBSCRIBED UNDER
THE PSP, SHALL NOT BE INCREASED THERE BY AND THAT SHARES
WHICH MAY BE EMPLOYEES SHARE PLAN SHALL COUNT TOWARDS
SUCH LIMITS
PROPOSAL #13.: APPROVE, IN SUBSTITUTION FOR ALL EXISTING ISSUER YES FOR N/A
AUTHORITIES, TO RENEW THE AUTHORITY CONFERRED ON THE
DIRECTORS BY ARTICLE 12(A) OF THE COMPANY'S ARTICLES OF
ASSOCIATION OF THE COMPANY FOR THE PERIOD EXPIRING ON
THE DATE OF THE AGM OF THE COMPANY TO BE HELD IN 2006 OR
28 APR 2006, THAT THE SECTION 80 AMOUNT BEING GBP
538,163,237; AUTHORITY EXPIRES AT THE END OF THE NEXT
AGM OF THE COMPANY
PROPOSAL #S.14: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 13 AND IN SUBSTITUTION FOR ALL
EXISTING UNEXERCISED AUTHORITIES, THE AUTHORITY AND
POWER CONFERRED ON THE DIRECTORS BY ARTICLE 12(B) OF THE
ARTICLE OF ASSOCIATION OF THE COMPANY, TO ALLOT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
80,724,485 FOR CASH OTHERWISE THAN ON A PRO-RATA BASIS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ON 28 APR 2006 ; AND THE
DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.15: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 ON
THE LONDON STOCK EXCHANGE OF UP TO 968,600,000 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL AND MAY HOLD SUCH
SHARES AS TREASURY SHARES, AT A MINIMUM PRICE OF 25P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2006 OR 18 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BASF AG, LUDWIGSHAFEN/RHEIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 918,748,697 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.70 PER SHARE EUR
5,270,697 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: 29 APR 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #4.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #5.: APPOINT DELOITTE + TOUCHE GMBH AS THE ISSUER NO N/A N/A
AUDITORS FOR THE FY 2005 AM MAIN AS THE
AUDITORS FOR THE YEAR 2005
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO 10 % OF ITS SHARE CAPITAL, AT A PRICE
NEITHER MORE THAN 25% BELOW THE MARKET PRICE OF THE
SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 10% ABOVE THE MARKET PRICE IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 27
OCT 2006; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO
RETIRE THE SHARES AND TO USE THE SHARES WITHIN THE SCOPE
OF THE COMPANY'S STOCK OPTION PLANS OR FOR ACQUISITION
PURPOSES
PROPOSAL #7.: GRANT AUTHORITY TO ACQUIRE OWN SHARES ISSUER NO N/A N/A
USING DERIVATIVE FINANCIAL INSTRUMENTS WITHIN THE SCOPE
OF RESOLUTION 6 OF THIS AGENDA; AUTHORIZE THE COMPANY
TO USE PUT AND CALL OPTIONS FOR THE REPURCHASE OF OWN
SHARES; THE PRICE PAID AND RECEIVED FOR SUCH OPTIONS
SHALL NOT DEVIATE FROM THEIR THEORETICAL MARKET VALUE,
THE PRICE PAID FOR OWN SHARES SHALL CORRESPOND TO THE
STRIKE PRICE AGREED UPON IN THE FINANCIAL INSTRUMENT
PROPOSAL #8.: AMEND THE ARTICLES OF ASSOCIATION, IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF
THE SHAREHOLDERS MEETINGS UM AG , AS FOLLOWS: SECTION
15, REGARDING: THE NOTICE OF THE SHAREHOLDERS MEETING
BEING PUBLISHED NO LATER THAN 30 DAYS PRIOR TO THE DAY
BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; AND SHAREHOLDERS INTENDING
TO ATTEND THE SHARE HOLDERS MEETING BEING OBLIGED TO
REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS MEETING AND TO
PROVIDE A PROOF, WRITTEN OR VIA FAX IN GERMAN OR
ENGLISH , OF THEIR ENTITLEMENT TO ATTEND THE
SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING RIGHTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAXTER INTERNATIONAL INC.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ALBERT P.L. STROUCKEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BLAKE E. DEVITT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH B. MARTIN MD PHD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. PARKINSON, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS T. STALLKAMP ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: PROPOSAL RELATING TO CUMULATIVE VOTING IN SHAREHOLDER YES AGAINST FOR
THE ELECTION OF DIRECTORS.
PROPOSAL #04: PROPOSAL RELATING TO RESTRICTIONS ON SHAREHOLDER YES AGAINST FOR
SERVICES PERFORMED BY THE INDEPENDENT AUDITORS.
PROPOSAL #05: PROPOSAL RELATING TO THE ANNUAL ELECTION SHAREHOLDER YES FOR N/A
OF DIRECTORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 418,614,024.04 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.62 PER ORDINARY SHARE AND
EUR 0.64 PER PREFERRED SHARE EX-DIVIDEND AND PAYABLE
DATE: 13 MAY 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: ELECT KPMG DEUTSCHE TREUHANDGESELLSCHAFT ISSUER NO N/A N/A
AG WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, MUNICH AS THE
AUDITORS FOR THE YEAR 2005
PROPOSAL #6.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF
SHAREHOLDERS MEETINGS UMAG , AS FOLLOWS: SECTION 16(3),
REGARDING THE NOTICE OF THE SHAREHOLDERS MEETING BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE IN
ACCORDANCE WITH THE STATUTORY PROVISIONS SECTION 17(1)
AND (2), REGARDING SHAREHOLDERS INTENDING TO ATTEND THE
SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER SEVEN
DAYS PRIOR TO THE SHARE HOLDERS MEETING AND TO PROVIDE A
PROOF, WRITTEN OR VIA FAX IN GERMAN OR ENGLISH , OF
THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS MEETING OR
TO EXERCISE THEIR VOTING RIGHTS SECTION 19(2), REGARDING
THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING
AUTHORIZED TO LIMIT THE TIME FOR QUEST IONS AND ANSWERS
AT THE SHAREHOLDERS MEETING
PROPOSAL #7.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
ORDINARY OR PREFERRED SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NOT DEVIATING MORE THAN 10% FROM THE
MARKET PRICE OF THE SHARES, EFFECTIVE FROM 01 JUN 2005
UNTIL 11 NOV 2006; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BCE INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. A. BERRAD AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY WHO WILL SERVE UNTIL THE ENDOF THE NEXT ANNUAL
SHAREHOLDER MEETING
PROPOSAL #1.2: ELECT MR. R.A. BRENNEMAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.3: ELECT MR. R. J. CURRIE AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.4: ELECT MR. A.S. FELL AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY WHO WILL SERVE UNTIL THE ENDOF THE NEXT ANNUAL
SHAREHOLDER MEETING
PROPOSAL #1.5: ELECT MR. D. SOBLE KAUFMAN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.6: ELECT MR. B.M. LEVITT AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.7: ELECT MR. E.C. LUMELY AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.8: ELECT MR. J. MAXWELL AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT ANNUAL
SHAREHOLDER MEETING
PROPOSAL #1.9: ELECT MR. J.H. MCARTHUR AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THEEND OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.10: ELECT MR. T.C. O NEILL AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.11: ELECT MR. J.A. PATTISON AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THEEND OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.12: ELECT MR. R.C. POZEN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.13: ELECT MR. M.J. SABIA AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.14: ELECT MR. P.M. TELLIER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #1.15: ELECT MR. V.L. YOUNG AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY WHO WILL SERVE UNTIL THE END OF THE NEXT
ANNUAL SHAREHOLDER MEETING
PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #3.1: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE TO FORBID ANY COMMERCIAL RELATIONSHIP
WITH THE EXTERNAL AUDITOR AND ITS AFFILIATES OTHER THAN
IN CONNECTION WITH THE AUDITING OF BCE'S FINANCIAL
STATEMENTS
PROPOSAL #3.2: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE TO LIMIT THE NUMBER OF YEARS DURING
WHICH AN INDEPENDENT DIRECTOR MAY SERVE ON THE BOARD
PROPOSAL #3.3: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE TO IMPLEMENT A CUMULATIVE VOTING
MECHANISM FOR THE ELECTION OF THE DIRECTORS
PROPOSAL #3.4: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE TO REPLACE THE STOCKOPTION PLAN WITH A
RESTRICTED SHARE PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BERKSHIRE HATHAWAY INC.
TICKER: BRKA CUSIP: 084670207
MEETING DATE: 4/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES T. MUNGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GATES III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WARREN E. BUFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER SCOTT, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS S. MURPHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD L. OLSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MALCOLM G. CHACE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD G. BUFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD R. KEOUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLOTTE GUYMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID S. GOTTESMAN ISSUER YES FOR FOR
PROPOSAL #02: PROPOSED AMENDMENT OF THE CORPORATION'S ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION THAT WOULD ADD TO
THE VOTING RIGHTS OF HOLDERS OF CLASS B COMMON STOCK IN
CERTAIN SITUATIONS.
PROPOSAL #03: PROPOSED AMENDMENT OF THE CORPORATION'S ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION THAT WOULD CLARIFY
THE RIGHTS OF HOLDERS OF CLASS B COMMON STOCK IN A
STOCK SPLIT OR STOCK DIVIDEND.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BHP BILLITON PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE DIRECTORS TO APPROPRIATE ISSUER YES FOR N/A
DISTRIBUTABLE PROFITS OF THE COMPANY AS SPECIFIED TO
THE PAYMENT OF THE FINAL DIVIDEND 2004, ON THE COMPANY'S
ORDINARY SHARES, OF USD 0.095 PER SHARE PAID ON 22 SEP
2004 TO SHAREHOLDERS AT THE CLOSE OF BUSINESS ON 03 SEP
2004 THE SEPTEMBER 2004 DIVIDEND ; APPROVE: TO
RELEASE ANY AND ALL CLAIMS WHICH THE COMPANY MAY HAVE IN
RESPECT OF THE PAYMENT OF THE SEPTEMBER 2004 DIVIDEND
AGAINST ITS SHAREHOLDERS WHO APPEARED ON THE REGISTER OF
MEMBERS ON THE RELEVANT RECORD DATE AND TO ENTER A DEED
OF RELEASE IN FAVOUR OF SUCH MEMBERS INTO BY THE
COMPANY IN THE FORM OF THE DEED AS SPECIFIED; THAT ANY
DISTRIBUTION INVOLVED IN THE GIVING OF ANY SUCH RELEASE
IN RELATION TO THE SEPTEMBER 2004 DIVIDEND BE MADE OUT
OF THE PROFITS APPROPRIATED TO THE SEPTEMBER 2004
DIVIDEND AS AFORESAID BY REFERENCE TO A RECORD DATE
IDENTICAL TO THE RECORD DATE FOR THE SEPTEMBER 2004
DIVIDEND; AND TO RELEASE ANY AND ALL THE CLAIMS WHICH
THE COMPANY MAY HAVE AGAINST ITS DIRECTORS BOTH PAST
AND PRESENT ARISING OUT OF THE PAYMENT OF THE SEPTEMBER
2004 DIVIDEND AND TO ENTER A DEED OF RELEASE IN FAVOUR
OF THE COMPANY'S DIRECTORS INTO BY THE COMPANY IN THE
FORM OF THE DEED AS SPECIFIED
PROPOSAL #S.2: APPROVE TO CANCEL THE SHARE PREMIUM ISSUER YES FOR N/A
ACCOUNT OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIL INTERNATIONAL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE COMPANY FOR THE YE 30 JUN 2004,
TOGETHER WITH THE REPORT OF THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FIRST AND FINAL DIVIDEND OF SGD ISSUER YES FOR N/A
0.025 PER SHARE FOR THE YE 30 JUN 2004
PROPOSAL #3.1: RE-ELECT MR. KWEK LENG SAN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION PURSUANT TO THE COMPANY'S BYE-
LAWS
PROPOSAL #3.2: RE-ELECT MR. REGGIE THEIN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION PURSUANT TO THE COMPANY'S BYE-
LAWS
PROPOSAL #4.: APPROVE THE PAYMENT OF USD 200,000 AS ISSUER YES FOR N/A
DIRECTORS FEES FOR THE YE 30 JUN 2004 2003: USD 223,334
PROPOSAL #5.: APPOINT KPMG, SINGAPORE, AS THE AUDITORS ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
OFFER AND GRANT OPTIONS, IN ACCORDANCE WITH THE
PROVISIONS OF THE BIL INTERNATIONAL SHARE OPTION PLAN
THE PLAN AND TO ALLOT AND ISSUE SUCH NUMBER OF SHARES
IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE
ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE
PLAN, PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO
BE ALLOTTED AND ISSUED PURSUANT TO THE PLAN SHALL NOT
EXCEED 10% OF THE TOTAL ISSUED SHARE CAPITAL OF THE
COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIL INTERNATIONAL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AMEND THE BYE-LAWS OF THE COMPANY ISSUER YES FOR N/A
PROPOSAL #2.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO: ISSUER YES FOR N/A
ISSUE SHARES IN THE CAPITAL OF THE COMPANY BY WAY OF
RIGHTS, BONUS OR OTHERWISE , MAKE OR GRANT OFFERS,
AGREEMENTS OR OPTIONS INSTRUMENTS THAT MIGHT OR WOULD
REQUIRE SHARES TO BE ISSUED INCLUDING BUT NOT LIMITED TO
THE CREATION AND ISSUE OF WARRANTS, DEBENTURES OR OTHER
INSTRUMENTS CONVERTIBLE INTO SHARES; AND THE AGGREGATE
NUMBER OF SHARES ISSUED NOT EXCEEDING 50% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA
BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY DOES
NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AND THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL
BE CALCULATED BASED ON THE COMPANY'S ISSUED SHARE
CAPITAL AT THE DATE OF PASSING OF THIS RESOLUTION AFTER
ADJUSTING FOR NEW SHARES ARISING FROM THE CONVERSION OF
CONVERTIBLE SECURITIES OR EMPLOYEE SHARE OPTIONS ON
ISSUE AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF
SHARES; AND THE COMPANY SHALL COMPLY WITH THE
PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST AND THE
BYE-LAWS OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW
TO BE HELD
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679108
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LINDA GRIEGO ISSUER NO N/A N/A
ELECTION OF DIRECTOR: PETER A. BASSI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. ANTIOCO ISSUER NO N/A N/A
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679108
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CARL C. ICAHN SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: EDWARD BLEIER SHAREHOLDER YES FOR AGAINST
ELECTION OF DIRECTOR: STAUSS ZELNICK SHAREHOLDER YES FOR AGAINST
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF SHAREHOLDER YES FOR AGAINST
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
FISCAL 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
PROPOSAL #O.3: APPROVE THE APPROPRIATION OF THE PROFITS ISSUER NO N/A N/A
AS FOLLOWS: PROFITS FOR THE FY: EUR 3,281,771,448.69;
PRIOR RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10,396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL DIVIDEND: EUR
1,770,438,404.00; CARRY FORWARD ACCOUNT: EUR
8,579,493,012.17; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 2.00 PER SHARE THIS DIVIDEND WILL BE
PAID ON FROM 30 MAY 2005
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: AUTHORIZE THE BOARD OF DIRECTORS TO TRADE ISSUER NO N/A N/A
IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR
75.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE
TOTAL NUMBER OF SHARES COMPRISING THE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
APPROVE TO DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.6: RATIFY THE CO-OPTATION BY THE BOARD OF ISSUER NO N/A N/A
DIRECTOR OF MR. JEAN-FRANCOIS LEPETIT WHO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER OF
THE LATTER'S TERM OF OFFICE, UNTIL THE GENERAL MEETING,
WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL
STATEMENTS FOR FY 2007 AND APPROVE TO RENEW THE TERM OF
OFFICE OF MR. JEAN-FRANCOIS LEPETIT AS A DIRECTOR FOR A
PERIOD OF 3 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. GERHARD CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. FRANCOIS GRAPPOTTE AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MRS. HELENE PLOIX AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.10: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. BAUDOIN PROT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.11: APPOINT MRS. LOYOLA DE PALACIO DEL ISSUER NO N/A N/A
VALLE-LERSUNDI AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 780,000.00 TO THE BOARD OF DIRECTORS
PROPOSAL #O.13: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
PROPOSAL #E.14: APPROVE TO DELEGATE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ALL POWERS TO GRANT, IN ONE OR MORE
TRANSACTIONS, TO OFFICERS AND EMPLOYEES OF THE COMPANY
AND ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR TO PURCHASE
EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A
TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 1.5% OF THE
COMPANY'S REGISTERED CAPITAL; AUTHORITY EXPIRES AT THE
END OF 38 MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: APPROVE TO DELEGATE ALL POWERS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO ALLOCATE, IN ONE OR IN MORE
TRANSACTIONS, EITHER FREE EXISTING SHARES PURCHASED BY
THE COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED TO
EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES SHALL
NOT EXCEED 1.5% OF THE COMPANY'S REGISTERED CAPITAL THE
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; APPROVE TO
DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.16: GRANT ALL POWERS TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELING THE
SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF
SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF
THE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS
; APPROVE TO DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.17: AMEND ARTICLE OF ASSOCIATION NUMBER 7 ISSUER NO N/A N/A
RELATING TO THE NUMBER OF DIRECTORS ELECTED BY THE
EMPLOYEES
PROPOSAL #O.18: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOMBARDIER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: ELECT MR. LAURENT BEAUDOIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.2: ELECT MR. PIERRE BEAUDOIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.3: ELECT MR. ANDR; B; RARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.4: ELECT MR. J.R. ANDR; BOMBARDIER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.5: ELECT MR. JANINE BOMBARDIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.6: ELECT MR. L. DENIS DESAUTELS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.7: ELECT MR. MICHAEL J. DURHAM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.8: ELECT MR. JEAN-LOUIS FONTAINE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.9: ELECT MR. DANIEL JOHNSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.10: ELECT MR. JEAN C. MONTY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.11: ELECT MR. ANDR; NAVARRI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.12: ELECT MR. JAMES E. PERRELLA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.13: ELECT MR. CARLOS E. REPRESAS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.14: ELECT MR. FEDERICO SADA G. AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #A.15: ELECT MR. HEINRICH WEISS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #B.: APPOINT ERNST & YOUNG LLP, CHARTERED ISSUER YES FOR N/A
ACCOUNTANTS AS THE AUDITORS
PROPOSAL #C.: APPROVE THE SHAREHOLDER PROPOSAL AS ISSUER YES FOR N/A
SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOOTS GROUP PLC, NOTTINGHAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/22/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND ANNUAL ISSUER YES FOR N/A
ACCOUNTS AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. MME H. PLOIX AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: RE-APPOINT DR. M.P READ AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT MR. R.A BAKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT MR. G.N DAWSON AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: RE-APPOINT MR. T.C PARKER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: RE-APPOINT THE AUDITORS ISSUER YES AGAINST N/A
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES AGAINST N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES WITHIN THE MEANING OF SECTION 80 OF THE
COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 64.0 MILLIONS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE BOARD, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 11AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 11, AND/OR WHERE SUCH ALLOTMENT
CONSTITULES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE
OF SECTION 94(3A) OF THE ACT, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF
ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL
AMOUNT NOT EXCEEDING OF GBP 9.6 MILLIONS; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
COMPANY'S ARTICLES OF ASSOCIATION AND SECTION 166 OF THE
COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION
163(3) OF UP TO 76,876,000 ORDINARY SHARES, AT A
MINIMUM PRICE PER ORDINARY SHARE IS THE NOMINAL VALUE
AND THE MAXIMUM PRICE NOT MORE THAN 5% ABOVE THE AVERAGE
OF THE CLOSING MID MARKET PRICES FOR THE ORDINARY
SHARES OF THE COMPANY DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 4 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #2.: TO RE-ELECT THE LORD BROWNE OF MADINGLEY ISSUER YES FOR N/A
AS A DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
PROPOSAL #3.: TO RE-ELECT MR J H BRYAN AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGES 4-5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #4.: TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #5.: TO RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #6.: TO RE-ELECT MR. E.B. DAVIS, JR. AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGES 5-6 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
PROPOSAL #7.: TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #8.: TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #9.: TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #10.: TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #11.: TO ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #12.: TO RE-ELECT MR. J.A. MANZONI AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
PROPOSAL #13.: TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #14.: TO RE-ELECT MR. H.M.P. MILES AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
PROPOSAL #15.: TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #16.: TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR ISSUER YES FOR N/A
(SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #17.: TO RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR N/A
DIRECTOR (SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
PROPOSAL #18.: TO REAPPOINT ERNST & YOUNG LLP AS ISSUER YES FOR N/A
AUDITORS UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING BEFORE WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE
THE DIRECTORS TO SET THE AUDITORS REMUNERATION FOR
2005 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
PROPOSAL #19.: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERA MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY AND POWER
CONFERRED ON THE DIRECTORS BY ARTICLE 13 OF THE
COMPANY'S ARTICLES OF ASSOCIATION TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL TO
THE SECTION 80 AMOUNT OF GBP 1,770 MILLION (SEE NOTE ON
PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #S.20: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERAL MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY AND POWER
CONFERRED ON THE DIRECTORS BY ARTICLE 13 OF THE
COMPANY'S ARTICLES OF ASSOCIATION TO ALLOT EQUITY
SECURITIES WHOLLY FOR CASH (A) IN CONNECTION WITH A
RIGHTS ISSUE; AND (B) OTHERWISE THAN IN CONNECTION WITH
A RIGHTS ISSUE UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL
TO THE SECTION 89 AMOUNT OF GBP 265 MILLION (SEE NOTE
ON PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #S.21: TO AUTHORIZE THE COMPANY GENERALLY AND ISSUER YES FOR N/A
UNCONDITIONALLY TO MAKE MARKET PURCHASES (AS DEFINED IN
SECTION 163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN THE
COMPANY, PROVIDED THAT: (A) THE COMPANY DOES NOT
PURCHASE UNDER THIS AUTHORITY MORE THAN 2.1 BILLION
ORDINARY SHARES; (B) THE COMPANY DOES NOT PAY LESS THAN
GBP 0.25 FOR EACH SHARE; AND (C) THE COMPANY DOES NOT
PAY MORE FOR EACH SHARE THAN 5% OVER THE AVERAGE OF THE
MIDDLE MARKET PRICE OF THE ORDINARY SHARES FOR THE FIVE
BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE COMPANY AGREES TO BUY THE SHARES CONCERNED, BASED ON
SHARE PRICES AND CURRENCY EXCHANGE RATES PUBLISHED IN
THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE. IN
EXECUTING THIS AUTHORITY THE COMPANY MAY PURCHASE
SHARES USING ANY CURRENCY, INCLUDING POUNDS STERLING, US
DOLLARS, AND EURO. THIS AUTHORITY SHALL CONTINUE FOR
THE PERIOD ENDING ON THE DATE OF THE ANNUAL GENERAL
MEETING IN 2006 OR 13 JULY 2006, WHICHEVER IS THE
EARLIER, PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE
THIS DATE TO PURCHASE ORDINARY SHARES WHERE THESE
PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY
TERMINATES (EITHER WHOLLY OR IN PART) THE COMPANY MAY
COMPLETE SUCH PURCHASES (SEE NOTE ON PAGE 10 IN THE
NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #22.: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YEAR ENDED 31 DECEMBER 2004 (SEE NOTE ON
PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #23.: TO APPROVE THE RENEWAL OF THE BP ISSUER YES FOR N/A
EXECUTIVE DIRECTORS INCENTIVE PLAN (THE PLAN ), A COPY
OF WHICH IS PRODUCED TO THE MEETING INITIALLED BY THE
CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION, FOR A
FURTHER FIVE YEARS AND TO AUTHORIZE THE DIRECTORS TO DO
ALL ACTS AND THINGS THAT THEY MAY CONSIDER NECESSARY OR
EXPEDIENT TO CARRY THE PLAN INTO EFFECT (SEE NOTE ON
PAGES 11-13 IN THE NOTES SECTION OF THE PROXY STATEMENT)
PROPOSAL #24.: TO RECEIVE THE REPORT OF THE DIRECTORS ISSUER YES FOR N/A
AND THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004
(SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: L. JOHANSSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.D. COFFMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.R. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.V. GERSTNER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. CORNELIUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.V. FUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.W. SULLIVAN, M.D. ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVAL OF RESTATED CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION
PROPOSAL #04: POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: HIV/AIDS-TB-MALARIA SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: ANIMAL TESTING SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: SEPARATION OF CHAIRMAN AND CEO POSITIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: RESTATEMENT SITUATIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: RESTRICTED STOCK SHAREHOLDER YES AGAINST FOR
PROPOSAL #10: DIRECTOR VOTE THRESHOLD SHAREHOLDER YES AGAINST FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO (MALAYSIA) BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE FYE 31 DEC 2004 AND THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE TO SANCTION THE DECLARATION AND ISSUER YES FOR N/A
PAYMENT OF A FINAL DIVIDEND
PROPOSAL #3.: RE-ELECT MR. JAMES RICHARD SUTTIE, WHO ISSUER YES FOR N/A
RETIRES BY ROTATION IN ACCORDANCE WITHARTICLES 97 (1)
AND (2) OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. ANDREW MACLACHLAN GRAY AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 103 OF
THE COMPANY ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT THE MR. ROBERT JAMES CLARK AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE IN ACCORDANCE WITH ARTICLE 103 OF
THE COMPANY ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. TAN SRI KAMARUL ARIFFIN BIN ISSUER YES ABSTAIN N/A
MOHAMED YASSIN, AS A DIRECTOR WHO RETIRES IN COMPLIANCE
WITH SECTION 129 OF THE COMPANIES ACT, 1965, TO HOLD
OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 132D OF THE COMPANIES ACT, 1965,TO ISSUE SHARES
IN THE COMPANY, AT ANY TIME AND UPON SUCH TERMS AND
CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS MAY,
IN THEIR ABSOLUTE DISCRETION DEEM FIT, PROVIDED THAT THE
AGGREGATE NUMBER OF SHARES ISSUED PURSUANT TO THIS
RESOLUTION IN ANY ONE FY DOES NOT EXCEED 10% OF THE
ISSUED CAPITAL OF THE COMPANY FOR THE TIME BEING AND
THAT THE DIRECTORS BE AND ARE ALSO EMPOWERED TO OBTAIN
APPROVAL FOR THE LISTING OF AND QUOTATION FOR THE
ADDITIONAL SHARES SO ISSUED ON BURSA MALAYSIA SECURITIES
BERHAD BURSA SECURITIES ; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY
PROPOSAL #9.: APPROVE, PURSUANT TO PARAGRAPH 10.09 OF ISSUER YES FOR N/A
THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES
BERHAD, A) TO RENEW THE MANDATE GRANTED BY THE
SHAREHOLDERS OF THE COMPANY ON 28 NOV 2001 AND
SUBSEQUENTLY RENEWED BY THE SHAREHOLDERS ON 17 APR 2002,
24 APR 2003 AND 26 APR 2004 RESPECTIVELY , AUTHORIZING
THE THE COMPANY AND ITS SUBSIDIARIES BATM GROUP TO
ENTER INTO THE RECURRENT TRANSACTIONS OF A REVENUE OR
TRADING NATURE RECURRENT RPTS ; AND B) AND AUTHORIZE
THE COMPANY TO ENTER INTO THE NEW RECURRENT TRANSACTIONS
OF A REVENUE OR TRADING NATURE NOT COMPRISED IN THE
SHAREHOLDERS MANDATE OBTAINED ON 28 NOV 2001 NEW
RECURRENT RPTS , AS SEPCIFIED, PROVIDED THAT: I) THE
TRANSACTIONS ARE IN THE ORDINARY COURSE OF BUSINESS AND
ON NORMAL COMMERCIAL TERMS WHICH ARE NOT MORE FAVORABLE
TO THE RELATED PARTIES THAN THOSE GENERALLY AVAILABLE TO
THE PUBLIC AND ARE NOT TO THE DETRIMENT OF THE MINORITY
SHAREHOLDERS OF THE COMPANY; AND II) DISCLOSURE OF THE
AGGREGATE VALUE OF THE TRANSACTIONS CONDUCTED DURING A
FY WILL BE DISCLOSED IN THE ANNUAL REPORT FOR THE SAID
FINANCIAL YEAR, AUTHORITY EXPIRES EARLIER AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY AFTER THE FORTHCOMING AGM IS REQUIRED TO BE
HELD PURSUANT TO SECTION 143(1) OF THE COMPANIES ACT,
1965 THE ACT BUT SHALL NOT EXTEND TO SUCH EXTENSION
AS MAY BE ALLOWED PURSUANT TO SECTION 143(2) OF THE ACT
: OR REVOKED OR VARIED BY RESOLUTION PASSED BY THE
SHAREHOLDERS IN GENERAL MEETING, WHICHEVER IS EARLIER ;
AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND
DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
EXPEDIENT OR NECESSARY IN THE BEST INTEREST OF THE
COMPANY INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED TO GIVE EFFECT TO THE ABOVE OF THE
RECURRENT RPT MANDATE AND THE PROPOSED NEW RECURRENT RPT
MANDATE
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
COMPANIES ACT, 1965 THE ACT , RULES, REGULATIONS AND
ORDERS MADE PURSUANT TO THE ACT AS MAY BE AMENDED,
MODIFIED OR RE-ENACTED FROM TIME TO TIME THE PROVISIONS
OF THE COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION
AND THE REQUIREMENTS OF BURSA MALAYSIA SECURITIES
BERHAD BURSA SECURITIES AND ANY OTHER RELEVANT
AUTHORITY, TO PURCHASE SUCH AMOUNT OF ORDINARY SHARES OF
MYR 0.50 EACH IN THE COMPANY'S ISSUED AND PAID-UP SHARE
CAPITAL AS MAY BE DETERMINED BY THE DIRECTORS OF THE
COMPANY FROM TIME TO TIME THROUGH BURSA SECURITIES
PROVIDED THAT: I) THE NUMBER OF ORDINARY SHARES OF MYR
0.50 EACH IN THE COMPANY SHARES WHICH MAY BE PURCHASED
OR HELD BY THE COMPANY SHALL NOT EXCEED 10% OF THE
ISSUED AND PAID-UP SHARE CAPITAL FOR THE TIME BEING OF
THE COMPANY, SUBJECT TO A RESTRICTION THAT THE ISSUED
AND PAID-UP SHARE CAPITAL OF THE COMPANY DOES NOT FALL
BELOW THE APPLICABLE MINIMUM SHARE CAPITAL REQUIREMENTS
OF THE LISTING REQUIREMENTS OF BURSA SECURITIES; II) THE
MAXIMUM FUND TO BE ALLOCATED BY THE COMPANY FOR THE
PURPOSE OF PURCHASING THE SHARES SHALL NOT EXCEED THE
TOTAL RETAINED EARNINGS AND SHARE PREMIUM ACCOUNT OF THE
COMPANY AND THE AUDITED RETAINED EARNINGS OF THE
COMPANY AS AT 31 DEC 2004 AMOUNTED TO MYR 408,518.000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM AFTER THAT DATE IS REQUIRED BY LAW TO BE
HELD ; AUTHORIZE THE DIRECTORS OF THE COMPANY, UPON
COMPLETION OF EACH PURCHASE OF SHARES BY THE COMPANY, TO
CANCEL THE SHARES SO PURCHASED OR TO RETAIN THE SHARES
SO PURCHASED AS TREASURY SHARES WHICH MAY BE DISTRIBUTED
AS DIVIDEND TO SHAREHOLDERS OR RESOLD ON BURSA
SECURITIES OR SUBSEQUENTLY CANCELLED OR TO RETAIN PART
OF THE SHARES SO PURCHASED AS TREASURY SHARES AND CANCEL
THE REMAINDER AND/OR TO DEAL WITH THE SHARES IN ANY
OTHER MANNER AS MAY BE ALLOWED OR PRESCRIBED BY THE ACT
OR ANY OTHER RULES, REGULATIONS AND/OR ORDERS MADE
PURSUANT TO THE ACT AND THE REQUIREMENTS OF BURSA
SECURITIES AND ANY OTHER RELEVANT AUTHORITIES FOR THE
TIME BEING IN FORCE; AUTHORIZE THE DIRECTORS OF THE
COMPANY TO TAKE ALL SUCH STEPS AS ARE NECESSARY OR
EXPEDIENT TO IMPLEMENT, FINALIZE OR TO EFFECT THE
PURCHASE'S OF SHARES WITH FULL POWERS TO ASSENT TO ANY
CONDITIONS, MODIFICATIONS, RESOLUTIONS, VARIATIONS
AND/OR AMENDMENTS IF ANY AS MAY BE IMPOSED BY THE
RELEVANT AUTHORITIES AND TO DO ALL SUCH ACTS AND THINGS
AS THE DIRECTORS MAY DEEM FIT AND EXPEDIENT IN THE BEST
INTEREST OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BT GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS FOR THE YE 31 MAR 2004
PROPOSAL #2.: APPROVE THE DIRECTOR'S REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 MAR 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 5.3 PENCE PER ISSUER YES FOR N/A
SHARE PAYABLE ON 06 SEP 2004 TO HOLDERS OF ORDINARY
SHARES REGISTERED ON 06 AUG 2004
PROPOSAL #4.: RE-ELECT SIR. CHRISTOPHER BLAND AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. ANDY GREEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. IAN LIVINGSTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. JOHN NELSON AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: RE-ELECT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND THEIR REMUNERATION BE FIXED BY THE DIRECTORS
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, BY ARTICLE 74 OF ISSUER YES FOR N/A
THE COMPANY'S ARTICLES OF ASSOCIATION AND FOR SECTION 80
OF THE COMPANIES ACT 1985, TO ALLOT UNISSUED SHARES UP
TO AN AGGREGATE NOMINAL VALUE OF GBP 142 MILLION, EQUAL
TO 33% OF THE ISSUED SHARE CAPITAL EXCLUDING TREASURY
SHARES OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF
THE 13 OCT 2005 OR 15 MONTHS
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITY CONFERRED BY ARTICLE 74 OF THE COMPANY'S
ARTICLES OF ASSOCIATION TO ALLOT TREASURY SHARES FOR
CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE
AS AN OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 22 MILLION 5% OF THE
COMPANY'S ISSUED SHARE CAPITAL ; AUTHORITY EXPIRES THE
EARLIER OF THE 13 OCT 2005 OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.11: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES 1985 OF UP
TO A MAXIMUM NUMBER OF 859 MILLION SHARES OF 5P EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS OF
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CLOSE OF THE AGM OF
THE COMPANY OR 13 OCT 2005 ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
PROPOSAL #12.: AUTHORIZE THE BRITISH TELECOMMUNICATIONS ISSUER YES AGAINST N/A
PLC, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS,
NOT EXCEEDING GBP 1,00,000 IN TOTAL; AUTHORITY EXPIRES
AT THE CONCLUSION OF AGM IN 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUNZL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE ISSUER YES FOR N/A
31 DEC 2004 TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT DR. U. WOLTERS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: RE-APPOINT MR. C.P. SANDER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT MR. M.J. HARPER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT MR. P.L. LARMON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT MR. A.P. DYER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT MR. P.M. HELDEN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: RE-APPOINT MR. D.M. WILLIAMS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES AGAINST N/A
AT A RATE OF REMUNERATION TO BE DETERMINED BY THE
DIRECTORS
PROPOSAL #11.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT AS SPECIFIED FOR THE YE 31 DEC 2004
PROPOSAL #12.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN SUBSTITUTION FOR ALL PREVIOUS AUTHORITY, TO ALLOT
RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT
1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
39,700,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY AFTER THE PASSING OF THIS
RESOLUTION ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
SUBJECT TO THE PASSING OF RESOLUTION 12 AND PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE COMPANIES ACT 1985 FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
12 AND TO SELL TREASURY SHARES WHOLLY FOR CASH,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OR SALE OF EQUITY SECURITIES A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER PRE-EMPTIVE
OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 5,635,000; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY AFTER THE PASSING OF THIS RESOLUTION ;
AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.14: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF SUCH ACT OF UP TO
43,785,000 ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP TO 5%
ABOVE THE AVERAGE OF THE CLOSING MIDDLE MARKET
QUOTATIONS AS DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 17 NOV 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.15: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION AS FOLLOWS: A) BY DELETING THE EXISTING
ARTICLE 162 AND SUBSTITUTING THEREFOR OF THE NEW ARTICLE
162 AS SPECIFIED; AND B) BY ADDING NEW SENTENCE AT THE
END OF THE EXISTING ARTICLE 109 AS SPECIFIED
PROPOSAL #S.16: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY TO ENABLE ELECTRONIC COMMUNICATION BETWEEN THE
COMPANY AND ITS SHAREHOLDERS, INCLUDING ELECTRIC PROXY
VOTING BY SHAREHOLDERS, TO THE FULLEST EXTENT
PERMISSIBLE BY LAW, WHICH AMENDMENTS ARE IDENTIFIED IN
THE DRAFT ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #S.17: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY TO REFLECT THE ENACTMENT OF THE COMPANIES
ACQUISITION OF OWN SHARES TREASURY SHARES REGULATIONS
2003 AND THE EXERCISE BY THE COMPANY OF ITS POWER TO
REPURCHASE SHARES INTO TREASURY UNDER SUCH LEGISLATION,
WHICH AMENDMENTS ARE IDENTIFIED IN THE DRAFT ARTICLES OF
ASSOCIATION AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUNZL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, UPON THE RECOMMENDATION AND ISSUER YES FOR N/A
CONDITIONAL ON THE APPROVAL OF THE DIRECTORS OF THE
COMPANY IMMEDIATELY PRIOR TO THE ORDINARY SHARES
FILTRONA SHARES OF FILTRONA PLC FILTRONA ISSUED AND
ISSUED TO HOLDERS OF ORDINARY SHARES OF THE COMPANY
BUNZL SHARES IN CONNECTION WITH THE DEMERGER AS
SPECIFIED, ADMITTED TO THE OFFICIAL LIST OF THE UK
LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK
EXCHANGE'S MARKET FOR LISTED SECURITIES ADMISSION , A
DIVIDEND ON THE BUNZL SHARES, EQUAL TO AGGREGATE BOOK
VALUE OF THE COMPANY'S INTEREST IN ITS WHOLLY-OWNED
SUBSIDIARY, FILTRONA INTERNATIONAL LIMITED, BE AND IS
HEREBY DECLARED PAYABLE TO HOLDERS OF BUNZL SHARES ON 06
JUN 2005, SUCH DIVIDEND TO BE SATISFIED BY THE TRANSFER
IMMEDIATELY PRIOR TO ADMISSION BY THE COMPANY TO
FILTRONA OF THE ENTIRE ISSUED SHARE CAPITAL OF FILTRONA
INTERNATIONAL LIMITED, IN CONSIDERATION FOR WHICH
FILTRONA HAS AGREED TO ALLOT AND ISSUE THE SHARES,
EFFECTIVE IMMEDIATELY PRIOR TO ADMISSION AND CREDITED AS
FULLY PAID, TO SUCH SHAREHOLDERS IN PROPORTION OF 1
FILTRONA SHARE FOR EACH BUNZL SHARE THEN HELD BY SUCH
SHAREHOLDERS SAVES IN RESPECT OF MR. DAVID WILLIAMS AND
MR. PAUL HUSSEY, THE NUMBER OF FILTRONA SHARES TO BE
ALLOTTED AND ISSUED TO EACH OF THEM WILL BE REDUCED BY
THE NUMBER OF FILTRONA SHARES ALREADY HELD BY THEM AT
DEMERGER RECORD TIME SO THAT IMMEDIATELY PRIOR TO
ADMISSION ALL HOLDERS OF BUNZL SHARES INCLUDING MR.
DAVID WILLIAMS AND MR. PAUL HUSSEY WILL HOLD 1 FILTRONA
SHARE FOR EACH BUNZL SHARE HELD AT THE DEMERGER RECORD
TIME
PROPOSAL #2.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
THE RESOLUTION 1 AND UPON ADMISSION, EVERY 1 BUNZL SHARE
OF NOMINAL VALUE OF 25 PENCE THEN IN ISSUE BE SUB-
DIVIDED INTO 7 BUNZL SHARES OF NOMINAL VALUE OF 3 4/7
PENCE EACH AND FORTHWITH UPON SUCH SUB-DIVISION EVERY 9
OF SUCH SUB-DIVIDED BUNZL SHARES BE CONSOLIDATED INTO 1
CONSOLIDATED BUNZL SHARE OF NOMINAL VALUE OF 32 1/7 PENCE
PROPOSAL #3.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS ON
BEHALF OF THE COMPANY AND ANY OF ITS SUBSIDIARIES AS
THEY CONSIDER NECESSARY OR EXPEDIENT FOR THE PURPOSE OF
GIVING EFFECT TO THE DEMERGER AND THE SHARE
CONSOLIDATION DESCRIBED IN RESOLUTION 2 WITH SUCH
AMENDMENTS, MODIFICATIONS, VARIATIONS OR REVISIONS
THERETO AS ARE NOT OF A MATERIAL NATURE
PROPOSAL #4.: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
SHARE CONSOLIDATION DESCRIBED IN THE RESOLUTION 2 AND
PURSUANT TO SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE ONE OR MORE MARKET PURCHASES AS DEFINED IN SECTION
163(3)OF SUCH ACT OF BUNZL SHARES OF UP TO 34,067,000
ORDINARY SHARES OF 32 1/7 PENCE EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 32 1/7 PENCE AND UP
TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 17 NOV 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BURLINGTON NORTHERN SANTA FE CORPORA
TICKER: BNI CUSIP: 12189T104
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.S. WHISLER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: V.S. MARTINEZ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: R.S. ROBERTS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: R.H. WEST ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: M.K. ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.J. SHAPIRO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.C. WATTS, JR. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: E.E. WHITACRE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.L. BOECKMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.F. RACICOT ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITOR FOR 2005 (ADVISORY VOTE).
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLE & WIRELESS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/22/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE GROUP ACCOUNTS FOR THE ISSUER YES FOR N/A
FINANCIAL YEAR ENDED 31 MAR 2004 AND THE REPORTS OF THE
DIRECTORS AND AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YEAR ENDED 31 MAR 2004 AS CONTAINED WITHIN THE REPORT
AND ACCOUNTS
PROPOSAL #3.: ELECT MR. CHARLES HERLINGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: ELECT LORD ROBERTSON OF PORT ELLEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. RICHARD LAPTHORNE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. GRAHAM HOWE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS AUDITORS ISSUER YES FOR N/A
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #9.: APPROVE THE AMENDMENTS TO THE RULES OF THE ISSUER YES FOR N/A
CABLE & WIRELESS INCENTIVE PLAN 2001 (THE PLAN )
PROPOSAL #10.: APPROVE THE AMENDMENTS TO THE RULES OF ISSUER YES FOR N/A
THE CABLE & WIRELESS DEFERRED SHORT TERM INCENTIVE PLAN
PROPOSAL #11.: APPROVE THAT THE AUTHORIZATION GRANTED TO ISSUER YES FOR N/A
THE DIRECTORS TO OPERATE THE CABLE & WIRELESS INCENTIVE
PLAN 2001 (THE PLAN) IN FRANCE, IN ACCORDANCE WITH THE
RULES PRODUCED TO THE MEETING AND INITIALED BY THE
CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION, AS VARIED
FROM TIME TO TIME, BE RENEWED AND THAT THE DIRECTORS BE
AUTHORIZED TO DO ALL ACTS AND THINGS NECESSARY OR
EXPEDIENT TO OPERATE THE PLAN IN FRANCE
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES ABSTAIN N/A
SECTION 347C OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING
GBP 200,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 200,000 IN TOTAL IN THE
PERIOD BEGINNING ON THE DATE OF THIS RESOLUTION AND
ENDING ON THE EARLIER OF 21 JULY 2008 OR THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2008
PROPOSAL #S.13: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES (AS DEFINED IN SECTION 163(3) OF THE COMPANIES
ACT 1985) OF ORDINARY SHARES WITH NOMINAL VALUE OF 25P
EACH IN THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES
NOT PURCHASE UNDER THIS AUTHORITY MORE THAN 357 MILLION
ORDINARY SHARES; (B) THE COMPANY DOES NOT PAY LESS THAN
25P FOR EACH ORDINARY SHARE; AND (C) THE COMPANY DOES
NOT PAY MORE FOR EACH SHARE THAN 5% OVER THE AVERAGE OF
THE MIDDLE MARKET PRICE OF THE ORDINARY SHARES FOR THE
FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE ON
WHICH THE COMPANY AGREES TO BUY THE SHARES CONCERNED,
BASED ON SHARE PRICES PUBLISHED IN THE DAILY OFFICIAL
LIST OF THE LONDON STOCK EXCHANGE; AUTHORITY SHALL
CONTINUE FOR THE PERIOD ENDING ON THE DATE OF THE AGM IN
2005 OR 31 OCT 2005, WHICHEVER IS THE EARLIER, PROVIDED
THAT IF THE COMPANY HAS AGREED BEFORE THIS DATE TO
PURCHASE ORDINARY SHARES WHERE THESE PURCHASES WILL OR
MAY BE EXECUTED AFTER THE AUTHORITY TERMINATES (EITHER
WHOLLY OR IN PART) THE COMPANY MAY COMPLETE SUCH
PURCHASES
PROPOSAL #S.14: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION, WITH IMMEDIATE, EFFECT BY: (A) DELETING THE
SECOND SENTENCE OF ARTICLE 132(A) AND SUBSTITUTING IN
ITS PLACE SHAREHOLDERS MUST AUTHORIZE THE DIRECTORS TO
MAKE AN OFFER UNDER THIS ARTICLE 132(A) (EITHER BEFORE
OR AFTER THE OFFER IS MADE) ; AND (B) INSERTING THE
WORDS TO MAKE AN OFFER IN RESPECT OF A PARTICULAR
DIVIDEND DIRECTLY AFTER THE WORDS AFTER THE DIRECTORS
HAVE DECIDED IN THE FIRST SENTENCE OF ARTICLE 132(A)
(V) AND TO DELETE THE WORDS HOW MANY NEW SHARES THE
ORDINARY SHAREHOLDERS WILL BE ENTITLED TO IN THAT
SENTENCE
PROPOSAL #15.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO: (A) EXERCISE THE POWER CONFERRED UPON THEM BY
ARTICLE 132(A) OF THE COMPANY'S ARTICLES OF ASSOCIATION
AS FROM TIME TO TIME VARIED SO THAT, TO THE EXTENT AND
IN THE MANNER DETERMINED BY THE DIRECTORS, THE HOLDERS
OF ORDINARY SHARES IN THE COMPANY BE PERMITTED TO ELECT
TO RECEIVE NEW ORDINARY SHARES IN THE COMPANY, CREDITED
AS FULLY PAID, INSTEAD OF ALL OR PART OF THE FULL YEAR
DIVIDEND FOR THE FINANCIAL YEAR OF THE COMPANY ENDED 31
MAR 2004 AND INSTEAD OF ALL OR ANY PART OF ANY DIVIDENDS
(INCLUDING INTERIM DIVIDENDS) PAID BY THE DIRECTORS OR
DECLARED BY THE COMPANY IN GENERAL MEETING (AS THE CASE
MAY BE) DURING THE PERIOD COMMENCING ON 22 JUL 2004 AND
ENDING ON 21 JUL 2009; AND (B) CAPITALIZE AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF THE NEW ORDINARY SHARES OF
THE COMPANY TO BE ALLOTTED PURSUANT TO ANY ELECTIONS
MADE AS AFORESAID OUT OF THE AMOUNT STANDING TO THE
CREDIT OF RESERVES OR FUNDS (INCLUDING ANY SHARE PREMIUM
ACCOUNT, CAPITAL REDEMPTION RESERVE AND THE PROFIT AND
LOSS ACCOUNT) OR ANY OTHER SUM WHICH IS AVAILABLE TO BE
DISTRIBUTED, AS THE DIRECTORS MAY DETERMINE, TO APPLY
SUCH SUM IN PAYING UP SUCH ORDINARY SHARES IN THE
COMPANY IN FULL AND TO ALLOT SUCH ORDINARY SHARES TO THE
SHAREHOLDERS OF THE COMPANY VALIDLY MAKING SUCH
ELECTIONS IN ACCORDANCE WITH THEIR RESPECTIVE
ENTITLEMENTS
PROPOSAL #16.: DECLARE A FULL YEAR DIVIDEND ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CALTEX AUSTRALIA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THAT THE CHAIRMAN WILL PRESENT ISSUER NO N/A N/A
AN INCIDENT-FREE OPERATIONS TOPIC TO THE AGM
PROPOSAL #2.: ACKNOWLEDGE THAT THE CHAIRMAN AND THE ISSUER NO N/A N/A
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER WILL MAKE
PRESENTATIONS TO SHAREHOLDERS
PROPOSAL #3.: APPROVE THE KEY ISSUES RAISED BY ISSUER NO N/A N/A
SHAREHOLDERS PRIOR TO THE AGM AND, DURING THE
DISCUSSION, WILL INVITE QUESTIONS FROM SHAREHOLDERS
REGARDING THESE KEY ISSUES
PROPOSAL #4.: APPROVE THAT THE FINANCIAL REPORT, THE ISSUER NO N/A N/A
DIRECTORS REPORT AND THE AUDITOR'S REPORT FOR CALTEX
AUSTRALIA LIMITED AND THE CALTEX AUSTRALIA GROUP FOR
THE YE 31 DEC 2004 WILL BE LAID BEFORE THE MEETING
PROPOSAL #5.: APPROVE THE INCREASE OF AUD 250,000 IN THE ISSUER YES FOR N/A
TOTAL ANNUAL REMUNERATION POOL AVAILABLE FOR BOARD FEES
PAID TO NON-EXECUTIVE DIRECTORS OF CALTEX AUSTRALIA
LIMITED FROM AUD 900,000 EXCLUSIVE OF STATUTORY
ENTITLEMENTS TO AUD 1,150,000 INCLUSIVE OF STATUTORY
ENTITLEMENTS WITH EFFECT FROM 01 JAN 2006
PROPOSAL #6.1: ELECT MR. JOHN THORN AS A DIRECTOR OF ISSUER YES FOR N/A
CALTEX AUSTRALIA LIMITED IN ACCORDANCE WITH, AND ON THE
TERMS SET OUT IN, THE COMPANY'S CONSTITUTION
PROPOSAL #6.2: ELECT MR. WILLIAM (BILL) HAUSCHILDT AS A ISSUER YES FOR N/A
DIRECTOR OF CALTEX AUSTRALIA LIMITED IN ACCORDANCE WITH,
AND ON THE TERMS SET OUT IN, THE COMPANY'S CONSTITUTION
PROPOSAL #6.3: ELECT MR. MITCHELL (MITCH) RUBINSTEIN AS ISSUER YES FOR N/A
A DIRECTOR OF CALTEX AUSTRALIA LIMITED IN ACCORDANCE
WITH, AND ON THE TERMS SET OUT IN, THE COMPANY'S
CONSTITUTION
PROPOSAL #6.4: RE-ELECT MR. RICHARD (DICK) WARBURTON AS ISSUER YES FOR N/A
A DIRECTOR OF CALTEX AUSTRALIA LIMITED IN ACCORDANCE
WITH, AND ON THE TERMS SET OUT IN, THE COMPANY'S
CONSTITUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANADIAN NAT RES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MS. CATHERINE M. BEST AS A ISSUER YES FOR N/A
DIRECTOR, UNTIL THE NEXT AGM
PROPOSAL #1.2: ELECT MR. N. MURRAY EDWARDS AS A ISSUER YES FOR N/A
DIRECTOR, UNTIL THE NEXT AGM
PROPOSAL #1.3: ELECT AMBASSADOR GORDON D. GIFFIN AS A ISSUER YES FOR N/A
DIRECTOR, UNTIL THE NEXT AGM
PROPOSAL #1.4: ELECT MR. JOHN G. LANGILLE AS A DIRECTOR, ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #1.5: ELECT MR. KEITH A.J. MACPHAIL AS A ISSUER YES FOR N/A
DIRECTOR, UNTIL THE NEXT AGM
PROPOSAL #1.6: ELECT MR. ALLAN P. MARKIN AS A DIRECTOR, ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #1.7: ELECT MR. JAMES S. PALMER AS A DIRECTOR, ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #1.8: ELECT MR. ELDON R. SMITH AS A DIRECTOR, ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #1.9: ELECT MR. DAVID A. TUER AS A DIRECTOR, ISSUER YES FOR N/A
UNTIL THE NEXT AGM
PROPOSAL #2.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP PWC ISSUER YES FOR N/A
AS THE CORPORATION'S INDEPENDENT AUDITORS FOR THE
ENSUING YEAR AT A REMUNERATION TO BE FIXED BY THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
PROPOSAL #S.3: AMEND, PURSUANT TO SECTION 173(1)(F) OF ISSUER YES FOR N/A
THE BUSINESS CORPORATIONS ACT ALBERTA , THE ARTICLES OF
THE CORPORATION TO DIVIDE THE ISSUED AND OUTSTANDING
COMMON SHARES ON A TWO-FOR-ONE BASIS; AND AUTHORIZE THE
PROPER OFFICERS OF THE CORPORATION TO EXECUTE ALL SUCH
INSTRUMENTS AND TO DO ALL SUCH ACTS AND THINGS, AS THEY,
IN THEIR DISCRETION, DETERMINE TO BE NECESSARY OR
ADVISABLE IN ORDER TO PROPERLY IMPLEMENT AND GIVE EFFECT
TO THE FOREGOING; AND THE DIRECTORS OF THE CORPORATION
MAY, IN THEIR DISCRETION, WITHOUT FURTHER APPROVAL OF
THE SHAREHOLDERS, REVOKE THIS SPECIAL RESOLUTION AT ANY
TIME BEFORE THE ISSUANCE OF A CERTIFICATE OF AMENDMENT
IN RESPECT OF THE FOREGOING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANADIAN NATL RY CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. MICHAEL R. ARMELLINO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. A. CHARLES BAILLIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. HUGH J. BOLTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. PURDY CRAWFORD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. J.V. RAYMOND CYR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT AMBASSADOR GORDON D. GIFFIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. JAMES K. GRAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. E. HUNTER HARRISON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. EDITH E. HOLIDAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. V. MAUREEN KEMPSTON DARKES AS ISSUER YES ABSTAIN N/A
A DIRECTOR
PROPOSAL #1.11: ELECT MR. GILBERT H. LAMPHERE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. DENIS LOSIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT THE HONOURABLE EDWARD C. LUMLEY AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #1.14: ELECT MR. DAVID G.A. MCLEAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: ELECT MR. ROBERT PACE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT KPMG LLP AS THE COMPANY'S AUDITORS ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE, SUBJECT TO REGULATORY APPROVAL, ISSUER YES FOR N/A
THE COMPANY'S MANAGEMENT LONG-TERM INCENTIVE PLAN BE
AMENDED TO INCREASE THE MAXIMUM NUMBER OF COMMON SHARES
WHICH MAY BE ISSUED UNDER THE PLAN FROM 22,500,000 TO
30,000,000
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANON INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE PROFIT APPROPRIATION FOR NO. ISSUER YES FOR N/A
104 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JYP40 PER SHARE JYP65 ON A YEARLY BASIS
PROPOSAL #2: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
INCORPORATION
PROPOSAL #3.1: ELECT MR. FUJIO MITARAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MR. YUKIO YAMASHITA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. TOSHIZOU TANAKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. TSUNEJI UCHIDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. YUUSUKE EMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT MR. NOBUYOSHI TANAKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT MR. JUNJI ICHIKAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT MR. HAJIME TSURUOKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT MR. AKIYOSHI MOROE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT MR. KUNIO WATANABE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT MR. HIRONORI YAMAMOTO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT MR. YOUROKU ADACHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT MR. YASUO MITSUHASHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT MR. KATSUICHI SHIMIZU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT MR. RYOUICHI BAMBA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: ELECT MR. TOMONORI IWASHITA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: ELECT MR. TOSHIO HOMMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: ELECT MR. SHIGERU IMAIIDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: ELECT MR. MASSAHIRO OOSAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: ELECT MR. KEIJIROU YAMSZAKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.21: ELECT MR. SHUNICHI UZAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.22: ELECT MR. MASAKI NAKAOKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.23: ELECT MR. TOSHIYUKI KOMATSU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.24: ELECT MR. SHIGEYUKI MATSUMOTO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.25: ELECT MR. HARUHISA HONDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: GRANT RETIREMENT ALLOWANCES TO THE RETIRING ISSUER YES FOR N/A
DIRECTORS: MR. KINYA UCHIDA AND MR. IKUO SOUMA
ACCORDING TO THE COMPANY RULE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAPITA GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF ISSUER YES FOR N/A
THE DIRECTORS AND THE AUDITORS THEREON FOR THE YE 31 DEC
2004
PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION REPORT FOR THE YE 31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 3.6P PER ISSUER YES FOR N/A
ORDINARY SHARE OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. PAUL PINDAR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. PADDY DOYLE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MS. MARTINA KING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF ERNST & YOUNG LLP
PROPOSAL #9.: APPROVE THE 2005 DEFERRED ANNUAL BONUS ISSUER YES FOR N/A
PLAN, COMPRISING THE RULES AND THE ANCILLARY DOCUMENTS
AND AUTHORIZE THE DIRECTORS TO DO ALL OTHER ACTS AND
THINGS WHICH THEY MAY CONSIDER NECESSARY OR EXPEDIENT TO
CARRY THE SAME IN TO EFFECT
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 80 1 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 4,379,478; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 2 FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 10 ABOVE, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) ,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE,
OPEN OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 670,837; AUTHORITY EXPIRES UPON THE EXPIRY OF
THE GENERAL AUTHORITY CONFERRED BY RESOLUTION 10 ; AND
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITIES CONTAINED IN THE ARTICLES OF ASSOCIATION OF
THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163(3) OF
THE COMPANIES ACT 1985 OF UP TO 66,355,727 ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF THAT IS THE NOMINAL PRICE AND AM AMOUNT EQUAL TO
105% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; ALL SHARES
PURCHASED, PURSUANT TO THIS AUTHORITY CONFERRED BY THIS
RESOLUTION 12 SHALL EITHER BE : (I) CANCELLED
IMMEDIATELY ON THE COMPLETION OF THE PURCHASE, OR (II)
BE HELD, SOLD, TRANSFERRED OR OTHERWISE DEALT WITH AS
TREASURY SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARNIVAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. MICKY ARISON AS A DIRECTOR OF ISSUER YES FOR N/A
THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #2.: RE-ELECT MR. AMBASSADOR RICHARD G. CAPEN ISSUER YES FOR N/A
JR. AS A DIRECTOR OF THE CARNIVAL CORPORATION AND THE
CARNIVAL PLC
PROPOSAL #3.: RE-ELECT MR. ROBERT H. DICKINSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #4.: RE-ELECT MR. ARNOLD W. DONALD AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #5.: RE-ELECT MR. PIER LUIGI FOSCHI AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #6.: RE-ELECT MR. HOWARD S. FRANK AS A DIRECTOR ISSUER YES FOR N/A
OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #7.: RE-ELECT MR. RICHARD J. GLASIER AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #8.: RE-ELECT MR. BARONESS HOGG AS A DIRECTOR ISSUER YES FOR N/A
OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #9.: RE-ELECT MR. A. KIRK LANTERMAN AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC
PROPOSAL #10.: RE-ELECT MR. MODESTO A. MAIDIQUE AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC
PROPOSAL #11.: RE-ELECT MR. JOHN P. MCNULTY AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC
PROPOSAL #12.: RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF ISSUER YES FOR N/A
CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC
PROPOSAL #13.: RE-ELECT MR. PETER G. RATCLIFFE AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #14.: RE-ELECT MR. STUART SUBOTNICK AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #15.: RE-ELECT MR. UZI ZUCKER AS A DIRECTOR OF ISSUER YES FOR N/A
THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #16.: AMEND CARNIVAL CORPORATION 2001 OUTSIDE ISSUER YES FOR N/A
DIRECTOR STOCK PLAN
PROPOSAL #17.: APPROVE THE CARNIVAL CORPORATION 2005 ISSUER YES FOR N/A
EMPLOYEE SHARE PLAN
PROPOSAL #18.: APPROVE THE CARNIVAL PLC 2005 EMPLOYEE ISSUER YES FOR N/A
STOCK PURCHASE PLAN
PROPOSAL #19.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #20.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #21.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #22.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #23.: GRANT AUTHORITY TO ISSUE OF EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF USD 22,715,147
PROPOSAL #24.: GRANT AUTHORITY TO ISSUE OF EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF USD 17,614,229
PROPOSAL #25.: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASE OF ORDINARY SHARES OF USD 10,610,900 IN THE
CAPITAL OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARREFOUR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED
TO THE MEETING. ACCORDINGLY, AND GRANT PERMANENT
DISCHARGE TO THE BOARD OF DIRECTORS FOR THE PERFORMANCE
OF ITS DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: ACKNOWLEDGE THE AMALGAMATION-MERGER ISSUER NO N/A N/A
PROJECT OF PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE THE
TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38, WITH THE
CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES OF EUR
6,427,325.33, I.E. A NET WORTH OF EUR 2,908,226,101.05
AND APPROVE ALL THE TERMS OF THIS PROJECT TO INCREASE
THE SHARE CAPITAL BY EUR 197,896,500.00, BY THE
CREATION, WITH AN OVERALL SHARE PREMIUM OF EUR
2,710,329,601.05, OF 79,158,600 COMPANY'S FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.50 EACH, TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY, WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR
SHARES AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL OF
PRESENT RESOLUTION, THE GENERAL MEETING RECORDS THAT THE
AMALGAMATION-MERGER OF PAROMA IS DEFINITELY COMPLETED
TAKING INTO ACCOUNT THAT PAROMA HELD 79,159,435
CARREFOUR SHARES; APPROVE TO CANCEL THESE SHARES,
RESULTING IN A CAPITAL DECREASE OF EUR 197,898,585.00,
SO THAT THE SHARE CAPITAL OF CARREFOUR WILL BE DECREASED
FROM EUR 1,960,695,375.00 A EUR 1,762,796,790.00 AN
AMOUNT OF EUR 4,591.06 CHARGED TO THE MERGER PREMIUM
ACCOUNT WILL BE TRANSFERRED TO THE SPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR
2,658,965,388.06 CORRESPONDING TO THE DIFFERENCE BETWEEN
THE NET VALUE OF THE CONTRIBUTIONS AND THE NOMINAL
AMOUNT OF CARREFOUR SHARES BROUGHT BY PAROMA AND
CANCELLED, SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES CONSEQUENTLY, AMEND
ARTICLE 6 OF ASSOCIATION CAPITAL STOCK AS FOLLOWS:
THE SHARE CAPITAL IS SET AT EUR 1,762,796,790.00 AND IS
DIVIDED INTO 705,118,716 SHARES, EACH OF A PAR VALUE OF
EUR 2.50 EACH
PROPOSAL #O.4: APPROVE THE RECOMMENDATIONS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AND RESOLVE TO APPROPRIATE THE LOSSES AS
FOLLOWS: FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR -
331,820,000.83 PLUS THE PRIOR RETAINED EARNINGS: EUR
1,540,040,896.94 DISTRIBUTABLE PROFITS: EUR
1,208,220,896.11; GLOBAL DIVIDEND: EUR 662,811,593.04;
CARRY FORWARD ACCOUNT: EUR 545,409,303.07; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER
SHARE THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
PROPOSAL #O.5: RATIFY THE APPOINTMENT OF MR. JOSE LUIS ISSUER NO N/A N/A
DURAN, AS DIRECTOR
PROPOSAL #E.6: APPROVE THAT THE COMPANY SHALL BE RULED ISSUER NO N/A N/A
BY AN EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD
ACCORDINGLY, AMEND THE FOLLOWING ARTICLES OF
ASSOCIATION: ARTICLE 1: NATURE OF THE COMPANY, AND
REPLACE THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
PROPOSAL #O.7: AMEND ARTICLES7, 10, AND 26 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION
PROPOSAL #O.8: APPOINT MR. LUC VANDEVELDE AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.9: APPOINT MR. COMET B.V AS A MEMBER OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.10: APPOINT MR. CARLOS MARCH AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.11: APPOINT MR. JOSE LUIS LEAL MALDONADO AS ISSUER NO N/A N/A
A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.12: APPOINT MR. RENE ABATE AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.13: APPOINT MR. RENE BRILLET AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.14: APPOINT MR. AMAURY DE SEZE AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.15: APPOINT MRS. ANNE-CARLIE TAITTINGER AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
PROPOSAL #O.16: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 610,000.00 TO THE SUPERVISORY BOARD
PROPOSAL #E.17: APPOINT, AS A RESULT OF THE ISSUER NO N/A N/A
AMALGAMATION-MERGER OF DELOITTE TOUCHE TOHMATSU BY
DELOITTE TOUCHE TOHMATSU-AUDIT, DELOITTE TOUCHE
TOHMATSU-AUDIT AS THE STATUTORY AUDITOR OF THE COMPANY
AND ITS NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
PROPOSAL #O.18: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE PRICE: EUR
75.00 MAXIMUM NUMBER OF SHARES TO BE TRADED: 3% OF THE
REGISTERED CAPITAL AND AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES. AUTHORITY EXPIRES AT THE END
OF18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
PROPOSAL #O.19: RECEIVE THE DIRECTORS REPORT, AND ISSUER NO N/A N/A
AUTHORIZE THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE
SHARES TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT EXCEED
0.20% OF THE SHARE CAPITAL. AUTHORITY EXPIRES AT THE
END OF 38 MONTHS AND AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #O.20: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL
AUTHORITY EXPIRES AT THE END OF 18 MONTHS IT CANCELS
AND REPLACES THE DELEGATION GIVEN BY THE GENERAL MEETING
OF 27 APR 2004
PROPOSAL #E.21: APPROVE TO TRANSFER TO THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT, IN ONE OR
MORE TRANSACTIONS, OPTIONS GIVING THE RIGHT TO PURCHASE
COMPANY'S SHARES TO THE PROFIT OF COMPANY AND ITS
SUBSIDIARIES EMPLOYEES OR OFFICERS, ON THE CONDITIONS
SET FORTH IN RESOLUTION 15 OF THE EGM OF 27 APR 2004
PROPOSAL #E.22: APPROVE THE POWERS FOR FORMALITIES ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARTER HOLT HARVEY LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/22/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE ARRANGEMENT, PURSUANT TO PART ISSUER YES FOR N/A
XV OF THE COMPANIES ACT 1993, BETWEEN CARTER HOLT
HARVEY LIMITED AND THE HOLDERS OF ORDINARY SHARES IN
CARTER HOLT HARVEY LIMITED RELATING TO THE RETURN OF
CAPITAL TO SHAREHOLDERS; CARTER HOLT HAVERY SHALL PAY
NZD 1.10 FOR EACH SHARE REGISTERED IN THE NAME OF THE
SHAREHOLDER WHICH HAS BEEN CANCELLED IN ACCORDANCE WITH
THE SAID CLAUSE 2.1
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARTER HOLT HARVEY LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. CHRISTOPHER.P. LIDDELL AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #2.: RE-ELECT MR. JOHN . H. MAASLAND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.: RE-ELECT MR. MAXIMO PACHECO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: ELECT MR. JONATHAN . P. MASON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-APPOINT DELOITTE AS AUDITOR OF THE ISSUER YES FOR N/A
COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THE AUDITOR'S
REMUNERATION
PROPOSAL #S.6: APPROVE TO REVOKE THE EXISTING ISSUER YES FOR N/A
CONSTITUTION OF THE COMPANY AND ADOPT A REPLACEMENT
CONSTITUTION IN THE FORM TABLED AT THE MEETING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CATERPILLAR INC.
TICKER: CAT CUSIP: 149123101
MEETING DATE: 4/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EUGENE V. FIFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAIL D. FOSLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. BRAZIL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER A. MAGOWAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. FRANK BLOUNT ISSUER YES FOR FOR
PROPOSAL #02: RATIFY AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: STOCKHOLDER PROPOSAL - RIGHTS PLAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL - CODE OF CONDUCT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: STOCKHOLDER PROPOSAL - GLOBAL PANDEMICS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: STOCKHOLDER PROPOSAL - DIRECTOR ELECTION SHAREHOLDER YES AGAINST FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CENTURYTEL, INC.
TICKER: CTL CUSIP: 156700106
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CALVIN CZESCHIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY J. MCCRAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES B. GARDNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VIRGINIA BOULET ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF KPMG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT AUDITOR FOR 2005.
PROPOSAL #03: APPROVAL OF THE 2005 MANAGEMENT INCENTIVE ISSUER YES FOR FOR
COMPENSATION PLAN.
PROPOSAL #04: APPROVAL OF THE 2005 DIRECTORS STOCK PLAN. ISSUER YES FOR FOR
PROPOSAL #05: APPROVAL OF THE 2005 EXECUTIVE OFFICER ISSUER YES FOR FOR
SHORT-TERM INCENTIVE PROGRAM.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHESAPEAKE ENERGY CORPORATION
TICKER: CHK CUSIP: 165167107
MEETING DATE: 6/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: AUBREY K. MCCLENDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD L. NICKLES ISSUER YES FOR FOR
PROPOSAL #02: TO ADOPT THE CHESAPEAKE ENERGY CORPORATION ISSUER YES FOR FOR
LONG TERM INCENTIVE PLAN.
PROPOSAL #03: TO APPROVE THE CHESAPEAKE ENERGY ISSUER YES FOR FOR
CORPORATION FOUNDER WELL PARTICIPATION PROGRAM.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHIBA BANK LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND JPY 3.5
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA MOBILE (HONG KONG) LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR N/A
YE 31 DEC 2004 AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC ISSUER YES FOR N/A
2004
PROPOSAL #3.I: RE-ELECT MR. WANG JIANZHOU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.II: RE-ELECT MR. ZHANG CHENSHUANG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.III: RE-ELECT MR. LI MOFANG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.IV: RE-ELECT MR. JULIAN MICHAEL HORN-SMITH ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #3.V: RE-ELECT MR. LI YUE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.VI: RE-ELECT MR. HE NING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.VII: RE-ELECT MR. FRANK WONG KWONG SHING AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #4.: RE-APPOINT MESSRS. KPMG AS THE AUDITORS ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, DURING THE ISSUER YES FOR N/A
RELEVANT PERIOD TO PURCHASE SHARES OF HKD 0.10 EACH IN
THE CAPITAL OF THE COMPANY INCLUDING ANY FORM OF
DEPOSITARY RECEIPT REPRESENTING THE RIGHT TO RECEIVE
SUCH SHARES SHARES , THE AGGREGATE NOMINAL AMOUNT OF
SHARES WHICH MAY BE PURCHASED ON THE STOCK EXCHANGE OF
HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH
SECURITIES OF THE COMPANY MAY BE LISTED AND WHICH IS
RECOGNIZED FOR THIS PURPOSE BY THE SECURITIES AND
FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE
OF HONG KONG LIMITED AS SPECIFIED SHALL NOT EXCEED OR
REPRESENT MORE THAN 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE
OF PASSING THIS RESOLUTION, AND THE SAID APPROVAL SHALL
BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD
PROPOSAL #6.: APPROVE TO GRANT A GENERAL MANDATE TO THE ISSUER YES AGAINST N/A
DIRECTORS, TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL
SHARES IN THE COMPANY INCLUDING THE MAKING AND GRANTING
OF OFFERS, AGREEMENTS AND OPTIONS WHICH MIGHT REQUIRE
SHARES TO BE ALLOTTED, WHETHER DURING THE CONTINUANCE OF
SUCH MANDATE OR THEREAFTER PROVIDED THAT, OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE WHERE SHARES ARE
OFFERED TO SHAREHOLDERS ON A FIXED RECORD DATE IN
PROPORTION TO THEIR THEN HOLDINGS OF SHARES; II) THE
EXERCISE OF OPTIONS GRANTED UNDER ANY SHARE OPTION
SCHEME ADOPTED BY THE COMPANY; OR III) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING FOR THE
ALLOTMENT OF SHARES IN LIEU OF THE WHOLE OR PART OF A
DIVIDEND IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPANY, THE AGGREGATE NOMINAL AMOUNT OF THE
SHARES ALLOTTED SHALL NOT EXCEED THE AGGREGATE OF: A)
20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION, PLUS B) IF THE DIRECTORS ARE SO AUTHORIZED
BY A SEPARATE ORDINARY RESOLUTION OF THE SHAREHOLDERS OF
THE COMPANY THE NOMINAL AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT TO
THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM
EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF
PASSING THIS RESOLUTION ; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD
PROPOSAL #7.: AUTHORIZE THE DIRECTOR REFERRED TO IN THE ISSUER YES FOR N/A
RESOLUTION 6 IN RESPECT OF THE SHARE CAPITAL OF THE
COMPANY AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE BUSINESS OPERATION RESULT OF ISSUER YES FOR N/A
THE FY 2004
PROPOSAL #1.2: APPROVE THE SUPERVISORS REVIEW THE ISSUER YES FOR N/A
FINANCIAL REPORTS OF THE FY 2004
PROPOSAL #1.3: APPROVE THE STATUS OF THE ENDORSEMENTS ISSUER YES FOR N/A
PROPOSAL #2.1: RATIFY THE BUSINESS OPERATION RESULT THE ISSUER YES FOR N/A
FINANCIAL REPORTS OF THE FY 2004
PROPOSAL #2.2: RATIFY THE NET PROFIT ALLOCATION OF THE ISSUER YES FOR N/A
FY 2004: CASH DIVIDEND: TWD 3.9 PER SHARE
PROPOSAL #2.3: APPROVE THE ISSUING OF ADDITIONAL SHARES ISSUER YES FOR N/A
STK DIVIDEND: 50/1000
PROPOSAL #2.4: AMEND THE COMPANY ARTICLES ISSUER YES FOR N/A
PROPOSAL #2.5: AMEND THE PROCESS PROCEDURES FOR ISSUER YES FOR N/A
ACQUISITION AND THE DISPOSAL OF ASSETS
PROPOSAL #2.6: APPROVE TO RELIEVE RESTRICTIONS ON THE ISSUER YES FOR N/A
DIRECTORS ACTING AS THE DIRECTORS OF OTHER COMPANIES
PROPOSAL #3.: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CONSOLIDATED FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE COMPANY, THE REPORT OF THE BOARD OF
DIRECTORS AND THE REPORT OF THE SUPERVISORY COMMITTEE
AND THE REPORT OF THE INTERNAL AUDITORS FOR THE YE 31
DEC 2004
PROPOSAL #2.: APPROVE THE PROFIT DISTRIBUTION AND ISSUER YES FOR N/A
DECLARE THE PAYMENT OF A FINAL DIVIDEND FOR THE YE 31
DEC 2004
PROPOSAL #3.: RE-APPOINT KPMG AS THE COMPANY'S INTERNAL ISSUER YES FOR N/A
AUDITORS AND KPMG HUAZHEN, AS THE COMPANY'S DOMESTIC
AUDITORS FOR THE YE 31 DEC 2005; AND AUTHORIZE THE BOARD
OF DIRECTORS OF THE COMPANY TO FIX THE REMUNERATION
THEREOF
PROPOSAL #S.4: APPROVE THE CHARTER FOR THE SUPERVISORY ISSUER YES FOR N/A
COMMITTEE OF CHINA TELECOM CORPORATION LIMITED
PROPOSAL #S.5: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES AGAINST N/A
COMPANY TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES
OF THE COMPANY SHARES AND TO MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 20% OF THE EACH OF THE COMPANY'S
EXISTING DOMESTIC SHARES AND H SHARES IN ISSUE OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 12 MONTHS
PROPOSAL #S.6: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES AGAINST N/A
COMPANY TO INCREASE THE REGISTERED CAPITAL OF THE
COMPANY TO REFLECT THE ISSUE OF SHARES IN THE COMPANY
AUTHORIZED UNDER RESOLUTION S.5, AND TO MAKE SUCH
APPROPRIATE AND NECESSARY AMENDMENTS TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY AS DEEM FIT TO REFLECT SUCH
INCREASE IN THE REGISTERED CAPITAL OF THE COMPANY AND TO
TAKE ANY OTHER ACTION AND COMPLETE ANY FORMALITY
REQUIRED TO EFFECT SUCH INCREASE OF THE REGISTERED
CAPITAL OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHIQUITA BRANDS INTERNATIONAL, INC.
TICKER: CQB CUSIP: 170032809
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DURK I. JAGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FERNANDO AGUIRRE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAIME SERRA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY D. BENJAMIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MORTEN ARNTZEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. FISHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RODERICK M. HILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN P. STANBROOK ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHUNGHWA TELECOM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE BUSINESS OPERATION RESULTS ISSUER YES FOR N/A
REPORTS FOR THE FY 2004
PROPOSAL #1.2: APPROVE THE SUPERVISORS AUDIT REPORTS ON ISSUER YES FOR N/A
THE COMPANY'S FINANCIAL STATEMENTS FOR THE YEAR 2004
PROPOSAL #1.3: APPROVE THE MINISTRY OF AUDIT'S AUDIT ISSUER YES FOR N/A
NUMBER ON THE COMPANY'S FINANCIAL STATEMENTS FOR THE
YEAR 2003
PROPOSAL #1.4: APPROVE THE COMPANY'S PROCUREMENT OF ISSUER YES FOR N/A
LIABILITY INSURANCE FOR ITS DIRECTORS AND THE SUPERVISORS
PROPOSAL #1.5: APPROVE THE COMPANY'S ENACTMENT OF CODE ISSUER YES FOR N/A
OF ETHICS
PROPOSAL #2.1: APPROVE THE COMPANY'S FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YEAR 2004
PROPOSAL #2.2: APPROVE THE DISTRIBUTION OF THE COMPANY'S ISSUER YES FOR N/A
EARNINGS FOR THE YEAR 2004; CASH DIVIDEND TWD 4.7 PER
SHARE
PROPOSAL #3.: APPROVE THE DISBURSEMENT OF REMUNERATION ISSUER YES AGAINST N/A
TO THE COMPANY'S DIRECTORS AND THE SUPERVISORS
PROPOSAL #4.: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE DE SAINT-GOBAIN SA, COURBEVOIE
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTOR AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS, APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
PROPOSAL #O.2: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS, APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY
PROPOSAL #O.3: APPROVE TO APPROPRIATE THE NET PROFIT FOR ISSUER NO N/A N/A
THE 2004 FY AMOUNTS TO EUR 766,016,813.60 AND THE
RETAINED EARNINGS ACCOUNT ON 31 DEC 2004, TO EUR
921,175,685.49 AFTER HAVING DEDUCTED THE EXCEPTIONAL
TAX OF EUR 4,987,500.00 FROM THE SPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS , I.E. A TOTAL OF EUR
1,687,192,499.09 AS FOLLOWS: TO DEDUCT EUR
13,724,965.00, AMOUNT ALLOCATED TEMPORARILY FOR THE 2003
FY IN THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS
ACCOUNT, TO BRING IT FROM EUR 291,929,000.00 TO EUR
278,204,035.00, TO CARRY FORWARD EUR 1,271,471,409.69, A
FIRST DIVIDEND OF EUR 67,100,946.00, A FINAL DIVIDEND
OF EUR 362,345,108.40, I.E. A GLOBAL DIVIDEND OF EUR
429,446,054.40; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.28 PER SHARE, AND WILL ENTITLE NATURAL
PERSONS TO THE 50% ALLOWANCE; AN AMOUNT OF EUR
200,000,000.00 CHARGED TO THE SPECIAL RESERVE ON LONG-
TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED TO THE
OTHER RESERVES ACCOUNT BEFORE 31 DEC 2005; AN AMOUNT OF
EUR 4,987,500.00 REPRESENTING THE EXCEPTIONAL TAX,
CHARGED TO THE OTHER RESERVES ACCOUNT WILL BE
TRANSFERRED TO THE BALANCE CARRY FORWARD ACCOUNT FROM
WHICH IT HAD BEEN DEDUCTED ON 31 DEC 2004
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-40 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: GRANT AUTHORITY TO BUY BACK THE COMPANY'S ISSUER NO N/A N/A
SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 55.00, MINIMUM
SALE PRICE: EUR 23.00, MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL; THE THEORETICAL
MAXIMUM AMOUNT FOR THIS PROGRAM ON 01 MAR 2005, WAS OF
EUR 1,875,434,000.00; AUTHORITY EXPIRES AT THE END OF
18 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE PRESENT DELEGATION CANCELS AND
REPLACES, FOR THE PORTION UNUSED THEREOF AND THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 5
AND GIVEN BY THE CGM OF 10 JUN 2004
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. GIAN PAOLO CACCINI AS A DIRECTOR FOR A PERIOD OF 4
YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JEAN-MARTIN FOLZ AS A DIRECTOR FOR A PERIOD OF 4
YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MICHEL PEBEREAU AS A DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.9: APPOINT MR. GERHARD CROMME REPLACING MR. ISSUER NO N/A N/A
ROLF-E. BREUR AS A DIRECTOR FOR A PERIOD OF 4 YEARS
PROPOSAL #O.10: APPOINT MR. JEAN-CYRIL SPINETTA ISSUER NO N/A N/A
REPLACING MR. BRUNO ROGER AS A DIRECTOR FOR A PERIOD OF
4 YEARS
PROPOSAL #O.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE IN 1 OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
680,000,000.00, WITH THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, BY WAY OF ISSUING
COMPANY'S ORDINARY SHARES AND, OR ANY SECURITIES OR DEBT
SECURITIES, GIVING ACCESS TO COMMON SHARES IN ISSUE OR
TO BE ISSUED OF THE COMPANY OR OF A COMPANY FROM WHICH
THE COMPANY OWNS MORE THAN HALF OF THE CAPITAL; THE
OVERALL VALUE SET FORTH IN RESOLUTIONS NUMBER O.12 AND
E.13 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; NOT EXCEEDING EUR
3,000,000,000.00 OF THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED, THE OVERALL VALUE SET FORTH IN RESOLUTIONS
NUMBER O.12 SHALL COUNT AGAINST THIS AMOUNT; AND TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE PRESENT DELEGATION CANCELS AND
REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION SET
FORTH IN RESOLUTION NUMBER 11 AND GIVEN BY THE CGM OF 05
JUN 2003, FOR THE PORTION TO THE SAME EFFECT
PROPOSAL #O.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE IN 1 OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
270,000,000.00, BY WAY OF ISSUING THE COMPANY'S COMMON
SHARES AND, OR ANY SECURITIES OR DEBT SECURITIES GIVING
ACCESS TO THE COMPANY'S COMMON SHARES IN ISSUE OR TO BE
ISSUED OR OF A COMPANY FROM WHICH THE COMPANY OWNS MORE
THAN 1/2 OF THE SHARE CAPITAL; IT IS SPECIFIED THAT: THE
COMMON SHARES AND, OR THE SECURITIES GIVING ACCESS TO
SHARES IN ISSUE OR TO BE ISSUED, CAN BE ISSUED IN
CONSIDERATION FOR THE PAYMENT OF: EITHER SHARES BROUGHT
TO THE COMPANY IN THE EVENT OF A PUBLIC EXCHANGE OFFER
INITIATED BY THE COMPANY, EITHER AFTER HAVING HEARD THE
CONTRIBUTION AUDITOR'S REPORT AND WITHIN THE LIMIT OF
10% OF THE SHARE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF EQUITY SECURITIES GIVING ACCESS TO THE
CAPITAL, THE SHARE CAPITAL INCREASE CAN BE ALSO REALIZED
BY WAY OF ISSUING THE COMPANY'S SHARES TO WHICH
SECURITIES TO BE EVENTUALLY ISSUED BY SUBSIDIARIES WOULD
GIVE RIGHT; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT
EXCEED EUR 1,200,000,000.00; THESE 2 AMOUNTS EUR
270,000,000.00 AND EUR 1,200,000,000.00 SHALL COUNT
AGAINST THE OVERALL VALUES SET FORTH IN RESOLUTION
NUMBER O.11; THE SHAREHOLDERS PREFERENTIAL RIGHT OF
SUBSCRIPTION IS CANCELLED; AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE
PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 12
AND GIVEN BY THE GENERAL MEETING OF 05 JUN 2003
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS ALL ISSUER NO N/A N/A
POWERS IN ORDER TO INCREASE THE SHARE CAPITAL IN 1 OR
MORE TRANSACTIONS AND AY ITS SOLE DISCRETION BY A
MAXIMUM NOMINAL AMOUNT OF EUR 84,000,000.00 BY WAY OF
CAPITALIZING PREMIUMS, RETAINED EARNINGS, INCOME OR
OTHERS TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES OR BY UTILIZING THESE 2 METHODS; THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER O.11; AUTHORITY EXPIRES AT THE END OF
26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER 11 AND
GIVEN BY THE CGM OF 05 JUN 2003 FOR THE PORTION TO THE
SAME EFFECT
PROPOSAL #O.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN 1 OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, BY WAY OF ISSUING EQUITY
SECURITIES IN FAVOR OF THE COMPANY'S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS AND FOR AN AMOUNT NOT EXCEEDING
EUR 64,000,000.00; AND TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE UNUSED PORTION
THEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH
IN RESOLUTION NUMBER 13 AND GIVEN BY THE CGM OF 05 JUN
2003
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS ALL ISSUER NO N/A N/A
POWERS TO GRANT, IN 1 OR MORE TRANSACTIONS TO THE
EMPLOYEES OR TO CERTAIN OF THEM OR TO CERTAIN GROUPS OF
THE STAFF MEMBERS AND TO THE OFFICERS, OPTIONS GIVING
THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE
COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE OR
TO PURCHASE THE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT
GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH SHALL
EXCEED 3% OF THE SHARE CAPITAL; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER
O.16 CONCERNING THE ALLOCATION OF SHARES FREE OF
CHARGE, THIS PERCENTAGE REPRESENTS A GLOBAL AND COMMON
CEILING TO THE ALLOCATIONS REALIZED AS AN IMPLEMENTATION
OF THE PRESENT RESOLUTION AND THE RESOLUTION NUMBER 16;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE PRESENT DELEGATION CANCELS AND
REPLACES, FOR THE UNUSED PORTION THEREOF AND THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 14
AND GIVEN BY THE CGM OF 05 JUN 2003
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROCEED WITH ALLOCATIONS FREE OF CHARGE OF THE COMPANY'S
EXISTING ORDINARY SHARES OR TO BE ISSUED IN FAVOR OF
THE EMPLOYEES OR CERTAIN OF THEM, OR CERTAIN GROUPS OF
THE STAFF MEMBERS AND OF THE OFFICERS PROVIDED THAT THEY
SHALL NOT REPRESENT MORE THAN 3% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER 15 AND
GIVEN BY CGM OF 05 JUN 2003
PROPOSAL #O.18: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
PRESCRIBED BY LAW
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ISSUER: CIE FINANCIERE RICHEMONT AG, ZUG
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/16/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BUSINESS REPORT ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE BOARD OF DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #5.: ELECT THE AUDITORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIMB BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE COMPANY FOR THE FYE31 DEC 2004, AND
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
PROPOSAL #2.: DECLARE A FINAL GROSS DIVIDEND OF 7.5 SEN ISSUER YES FOR N/A
PER SHARE LESS INCOME TAX OF 28% AND SPECIAL TAX-EXEMPT
DIVIDEND OF 3.5 SEN PER SHARE FOR THE FYE 31 DEC 2004 AS
RECOMMENDED BY THE DIRECTORS AND PAYABLE ON 09 MAY 2005
TO SHAREHOLDERS REGISTERED IN THE COMPANY'S BOOKS AT
THE CLOSE OF BUSINESS ON 22 APR 2005
PROPOSAL #3.: RE-ELECT MR. DATO MOHAMED NAZIR BIN ABDUL ISSUER YES FOR N/A
RAZAK AS A DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 76 AND 77 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. ROBERT CHEIM DAU MENG AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 76 AND
77 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. ZAHARDIN BIN OMARDIN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 83 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. CEZAR P. CONSING AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 83 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPROVE THE DIRECTORS FEES OF MYR 232,000 ISSUER YES FOR N/A
FOR THE FYE 31 DEC 2004
PROPOSAL #8.: RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS ISSUER YES FOR N/A
AS THE AUDITORS OF THE COMPANY AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
SECTION 132D OF THE COMPANIES ACT, 1965 AND THE
APPROVALS OF THE RELEVANT GOVERNMENTAL/REGULATORY
AUTHORITIES, TO ISSUE SHARES IN THE COMPANY, AT ANY TIME
AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH
PURPOSES AS THE DIRECTORS MAY, IN THEIR ABSOLUTE
DISCRETION, DEEM FIT, PROVIDED THAT THE AGGREGATE NUMBER
OF SHARES ISSUED PURSUANT TO THIS RESOLUTION IN ANY 1
FY DOES NOT EXCEED 10% OF THE ISSUED AND PAID-UP SHARE
CAPITAL OF THE COMPANY FOR THE TIME BEING; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
COMPANIES ACT, 1965 AS MAY BE AMENDED MODIFIED OR RE-
ENACTED FROM TIME TO TIME , THE COMPANY'S ARTICLES OF
ASSOCIATION, THE REQUIREMENTS OF BURSA MALAYSIA
SECURITIES BERHAD BURSA AND THE APPROVALS OF ALL
RELEVANT GOVERNMENTAL AND/OR REGULATORY AUTHORITIES, TO
PURCHASE SUCH NUMBER OF ORDINARY SHARES OF MYR 1.00 EACH
IN THE COMPANY PROPOSED SHARES BUY-BACK AS MAY BE
DETERMINED BY THE DIRECTORS OF THE COMPANY FROM TIME TO
TIME THROUGH BURSA UPON SUCH TERMS AND CONDITIONS AS THE
DIRECTORS MAY DEEM FIT AND EXPEDIENT IN THE INTEREST OF
THE COMPANY PROVIDED THAT THE AGGREGATE NUMBER OF
ORDINARY SHARES OF MYR 1.00 EACH PURCHASED PURSUANT TO
THIS RESOLUTION REPRESENTING UP TO 10% OF THE TOTAL
ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY, AND AN
AMOUNT NOT EXCEEDING THE RETAINED EARNINGS OF
APPROXIMATELY MYR 222,000 AND SHARE PREMIUM OF
APPROXIMATELY MYR 149,643,000 OF THE COMPANY BASED ON
THE AUDITED FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2004
BE ALLOCATED BY THE COMPANY FOR THE PROPOSED SHARES
BUY-BACK AND THAT THE ORDINARY SHARES OF THE COMPANY TO
BE PURCHASED ARE TO BE CANCELLED AND/OR RETAINED AS
TREASURY SHARES AND DISTRIBUTED AS DIVIDENDS OR RESOLD
ON BURSA; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
DO ALL ACTS AND THINGS TO GIVE EFFECT TO THE PROPOSED
SHARES BUY-BACK; AUTHORITY EXPIRES AT CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; BUT NOT SO AS TO PREJUDICE
THE COMPLETION OF PURCHASE(S) BY THE COMPANY BEFORE THE
AFORESAID EXPIRY DATE AND, IN ANY EVENT, IN ACCORDANCE
WITH THE PROVISIONS OF THE GUIDELINES ISSUED BY BURSA OR
ANY OTHER RELEVANT AUTHORITIES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIMB BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
RELEVANT APPROVALS BEING OBTAINED AND THE PASSING OF
ORDINARY RESOLUTION 2, TO ACQUIRE THE STOCKBROKING AND
STOCKBROKING-RELATED COMPANIES OF GKGH THROUGH A WHOLLY-
OWNED SUBSIDIARY OF THE COMPANY TO BE INCORPORATED IN
SINGAPORE, UPON THE TERMS AND CONDITIONS OF A SALE AND
PURCHASE AGREEMENT DATED 13 JAN 2005 SPA AND ENTERED
INTO BETWEEN THE COMPANY AND GKGH FOR A TOTAL PURCHASE
CONSIDERATION OF SGD 239.14 MILLION EQUIVALENT TO
APPROXIMATELY MYR 552.41 MILLION BASED ON THE EXCHANGE
RATE OF SGD 1.00 TO MYR 2.31 AS AT 10 MAY 2005 ; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO GIVE EFFECT TO
THE PROPOSED ACQUISITION WITH FULL POWERS TO ASSENT TO
ANY CONDITION, MODIFICATION, VARIATION AND/OR AMENDMENT
TO THE PROPOSED ACQUISITION AS MAY BE REQUIRED AND/OR
PERMITTED BY THE AUTHORITIES; AND TO TAKE STEPS AND TO
ENTER INTO ALL SUCH AGREEMENTS, ARRANGEMENTS,
UNDERTAKINGS, INDEMNITIES, TRANSFERS, ASSIGNMENTS, DEEDS
AND/OR GUARANTEES WITH ANY PARTY OR PARTIES AND TO
CARRY OUT ANY OTHER MATTERS AS THEY MAY DEEM NECESSARY
OR EXPEDIENT TO IMPLEMENT, FINALISE AND GIVE FULL EFFECT
TO THE PROPOSED ACQUISITION
PROPOSAL #2.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
RELEVANT APPROVALS BEING OBTAINED AND THE PASSING OF
ORDINARY RESOLUTION 1, TO ISSUE 93,663,167 NEW CIMBB
SHARES AT AN ISSUE PRICE OF MYR 4.50 PER CIMBB SHARE TO
CAHB UPON THE TERMS AND CONDITIONS AS STATED IN THE
PLACEMENT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND
CAHB ON 13 JAN 2005 FOR A TOTAL CASH CONSIDERATION OF
APPROXIMATELY MYR 421.48 MILLION; AND AUTHORIZE THE
DIRECTORS OF THE COMPANY TO GIVE EFFECT TO THE PROPOSED
SPECIAL ISSUE WITH FULL POWERS TO ASSENT TO ANY
CONDITION, MODIFICATION, VARIATION AND/OR AMENDMENT TO
THE PROPOSED SPECIAL ISSUE AS MAY BE REQUIRED AND/OR
PERMITTED BY THE AUTHORITIES; AND TO TAKE STEPS AND TO
ENTER INTO ALL SUCH AGREEMENTS, ARRANGEMENTS,
UNDERTAKINGS, INDEMNITIES, TRANSFERS, ASSIGNMENTS, DEEDS
AND/OR GUARANTEES WITH ANY PARTY OR PARTIES AND TO
CARRY OUT ANY OTHER MATTERS AS THEY MAY DEEM NECESSARY
OR EXPEDIENT TO IMPLEMENT, FINALISE AND GIVE FULL EFFECT
TO THE PROPOSED SPECIAL ISSUE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COLOPLAST A/S
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/9/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE BOARD ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
DISCHARGE THE DIRECTORS
PROPOSAL #3.: APPROVE THE ALLOCATION OF INCOME ISSUER NO N/A N/A
PROPOSAL #4.1: AMEND THE ARTICLES RE: SHARE CAPITAL; ISSUER NO N/A N/A
REMOVE THE DISCHARGE OF DIRECTORS AS AN AGENDA ITEM AT
THE AGM
PROPOSAL #4.2: AUTHORIZE THE REPURCHASE OF UP TO 10% OF ISSUER NO N/A N/A
ISSUED SHARE CAPITAL
PROPOSAL #5.: RE-ELECT PALLE MARCUS, NIELS PETER LOUIS- ISSUER NO N/A N/A
HANSEN, PETER MAGID, KURT ANKER NIELSEN, TORSTEN
RASMUSSEN, AND INGRID WIIK AS DIRECTORS
PROPOSAL #6.: RE-ELECT AUDITORS ISSUER NO N/A N/A
PROPOSAL #7.: OTHER BUSINESS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMMERCE ASSET-HOLDING BERHAD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 DEC 2004 ANDTHE REPORTS OF THE
DIRECTORS AND AUDITORS THEREON
PROPOSAL #2.: DECLARE A FIRST AND FINAL DIVIDEND OF 10.0 ISSUER YES FOR N/A
SEN LESS INCOME TAX AND SPECIAL DIVIDEND OF 5.0 SEN
LESS INCOME TAX FOR THE YE 31 DEC 2004 AS RECOMMENDED BY
THE DIRECTORS PAYABLE ON 11 MAY 2005 TO SHAREHOLDERS
REGISTERED IN THE COMPANY'S BOOKS AT THE CLOSE OF
BUSINESS ON 26 APR 2005
PROPOSAL #3.: RE-APPOINT, PURSUANT TO SECTION 129(6) OF ISSUER YES FOR N/A
THE COMPANIES ACT, 1965, MR. TAN SRI DATO MOHD DESA
PACHI AS THE DIRECTOR OF THE COMPANY, TO HOLD OFFICE
UNTIL THE CONCLUSION OF THE NEXT AGM
PROPOSAL #4.: RE-ELECT MR. DATO ANWAR AJI AS THE ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT DR. ROSLAN A. GHAFFAR AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. EN. IZLAN IZHAB AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPROVE THE PAYMENT OF DIRECTOR'S FEES ISSUER YES FOR N/A
AMOUNTING TO MYR 60,000 PER DIRECTOR PER ANNUM IN
RESPECT OF THE YE 31 DEC 2004
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 132D OF THE COMPANIES ACT, 1965,TO ISSUE SHARES
IN THE COMPANY AT ANY TIME UNTIL THE CONCLUSION OF THE
NEXT AGM AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH
PURPOSES AS THE DIRECTORS MAY IN THEIR ABSOLUTE
DISCRETION DEEM FIT PROVIDED THAT THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED DOES NOT EXCEED 10% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY FOR THE TIME BEING,
SUBJECT ALWAYS TO THE APPROVAL OF ALL THE RELEVANT
REGULATORY BODIES BEING OBTAINED FOR SUCH ALLOTMENT AND
ISSUE
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
COMPANIES ACT, 1965 AS MAY BE AMENDED,MODIFIED OR RE-
ENACTED FROM TIME TO TIME , THE COMPANYS ARTICLES OF
ASSOCIATION AND THE REQUIREMENTS OF THE BURSA MALAYSIA
SECURITIES BERHAD BURSA SECURITIES AND APPROVALS OF
ALL RELEVANT GOVERNMENTAL AND/OR REGULATORY AUTHORITIES,
TO PURCHASE SUCH NUMBER OF ORDINARY SHARES OF MYR 1.00
EACH IN THE COMPANY PROPOSED SHARES BUY-BACK AS MAY
BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY
FROM TIME TO TIME THROUGH BURSA SECURITIES UPON SUCH
TERMS AND CONDITIONS AS THE BOARD OF DIRECTORS MAY DEEM
FIT AND EXPEDIENT IN THE INTEREST OF THE COMPANY
PROVIDED THAT THE AGGREGATE NUMBER OF ORDINARY SHARES
PURCHASED AND/OR HELD PURSUANT TO THIS RESOLUTION DOES
NOT EXCEED 10% OF THE TOTAL ISSUED AND PAID-UP SHARE
CAPITAL OF THE COMPANY AT ANY POINT IN TIME AND AN
AMOUNT NOT EXCEEDING THE TOTAL RETAINED PROFITS OF
APPROXIMATELY MYR 735.1 MILLION AND/OR SHARE PREMIUM
ACCOUNT OF APPROXIMATELY MYR1,881.1 MILLION OF THE
COMPANY BASED ON THE AUDITED FINANCIAL STATEMENTS FOR
THE FYE 31 DEC 2004 BE ALLOCATED BY THE COMPANY FOR THE
PROPOSED SHARES BUY-BACK AND THAT THE ORDINARY SHARES OF
THE COMPANY TO BE PURCHASED ARE PROPOSED TO BE
CANCELLED AND/OR RETAINED AS TREASURY SHARES AND
SUBSEQUENTLY BE CANCELLED, DISTRIBUTED AS DIVIDENDS OR
RE-SOLD ON BURSA SECURITIES AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY, GENERALLY TO DO ALL ACTS AND
THINGS TO GIVE EFFECT TO THE PROPOSED SHARES BUY-BACK;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF CAHB IN 2006 OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM AFTER THAT DATE IS REQUIRED
BY LAW TO BE HELD
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMMERCE ASSET-HOLDING BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
RELEVANT AUTHORITIES, TO ALLOT AND ISSUE SUCH NUMBER OF
NEW ORDINARY SHARES OF MYR 1.00 EACH IN THE COMPANY
CAHB SHARES , CREDITED AS FULLY PAID-UP, TO OR TO THE
ORDER OF THE HOLDERS OF THE CB WHICH ARE REQUIRED TO BE
ISSUED UPON THE CONVERSION OF THE CB INTO SHARES
PURSUANT TO THE TERMS AND CONDITIONS OF THE CB AND THAT
SUCH NEW CAHB SHARES SHALL, UPON ALLOTMENT AND ISSUE,
RANK PARI PASSU IN ALL RESPECTS WITH THE THEN EXISTING
ISSUED AND PAID-UP ORDINARY SHARES OF THE COMPANY EXCEPT
THAT THE HOLDERS SHALL NOT BE ENTITLED TO ANY
DIVIDENDS, RIGHTS, ALLOTMENTS AND/OR OTHER DISTRIBUTION
DECLARED AND/OR OTHERWISE DISTRIBUTED, WHICH ENTITLEMENT
DATE PRECEDES THE DATE OF THE ALLOTMENT OF THE NEW CAHB
SHARES; AND THAT THE DIRECTORS BE AUTHORIZED TO GIVE
EFFECT TO THE ABOVE WITH FULL POWERS TO EXECUTE ANY SUCH
INSTRUMENTS OR DOCUMENTS AS MAY BE REQUIRED UPON SUCH
TERMS AND CONDITIONS, AND TO ASSENT TO ANY CONDITION,
MODIFICATION, REVALUATION, VARIATION AND/OR AMENDMENTS
IF ANY AS MAY BE IMPOSED BY THE RELEVANT AUTHORITIES
AND TO TAKE ALL STEPS AS THEY MAY CONSIDER NECESSARY IN
CONNECTION WITH THE ABOVE
PROPOSAL #O.2: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO THE ALL RELEVANT AUTHORITIES INCLUDING THE
APPROVAL-IN-PRINCIPLE OF BURSA MALAYSIA SECURITIES
BERHAD FOR THE LISTING OF AND QUOTATION FOR SUCH NUMBER
OF NEW CAHB SHARES TO BE ISSUED AND ALLOTTED ARISING
FROM THE EXERCISE OF THE OPTIONS THAT MAY BE GRANTED
PURSUANT TO THE PROPOSED BYE-LAWS AMENDMENTS: I) ADOPT
THE AMENDED AND RESTATED BYE-LAWS OF THE SCHEME AS
SPECIFIED NEW DRAFT BYE-LAWS IN SUBSTITUTION FOR AND
TO THE EXCLUSION OF THE EXISTING BYE-LAWS OF THE SCHEME
AS SPECIFIED; II) AMEND THE SCHEME AND/OR THE NEW DRAFT
BYE-LAWS FROM TIME TO TIME AS THEY DEEM FIT PROVIDED
THAT SUCH AMENDMENTS ARE EFFECTED IN ACCORDANCE WITH THE
PROVISIONS OF THE NEW DRAFT BYE-LAWS RELATING TO THE
AMENDMENTS; AND III) ALLOT AND ISSUE FROM TIME TO TIME
SUCH NUMBER OF NEW CAHB SHARES AS MAY BE REQUIRED TO BE
ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE
SCHEME PROVIDED THAT THE AGGREGATE NUMBER OF CAHB
SHARES TO BE OFFERED UNDER THE SCHEME PURSUANT TO THE
NEW DRAFT BYE-LAWS SHALL NOT EXCEED 15% OF THE TOTAL
ISSUED AND PAID-UP SHARE CAPITAL OF CAHB AT THE TIME OF
OFFER; AND THAT THE DIRECTORS OF THE COMPANY BE
AUTHORIZED TO DO ALL ACTS, DEEDS AND THINGS AND TO
EXECUTE, SIGN AND DELIVER ON BEHALF OF CAHB ALL SUCH
DOCUMENTS AND/OR AGREEMENTS AS MAY BE NECESSARY TO GIVE
EFFECT TO AND COMPLETE THE PROPOSED BYE-LAWS AMENDMENTS
WITH FULL POWER TO ASSENT TO ANY CONDITIONS,
MODIFICATIONS OR VARIATIONS AS MAY BE IMPOSED OR
REQUIRED BY THE RELEVANT AUTHORITIES
PROPOSAL #O.3: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO RESOLUTION 2 ABOVE BEING PASSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND TO GRANT
TO MR. TAN SRI DATO MOHD DESA PACHI, BEING THE CHAIRMAN
AND THE INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY, OPTIONS TO SUBSCRIBE FOR SUCH NUMBER OF CAHB
SHARES, AND IF SUCH OPTIONS ARE ACCEPTED AND EXERCISED,
TO ALLOT AND ISSUE SUCH NUMBER OF CAHB SHARES TO HIM
UNDER THE SCHEME SUBJECT ALWAYS TO: I) THE NUMBER OF
CAHB SHARES ALLOCATED, IN AGGREGATE TO THE DIRECTORS
BOTH EXECUTIVE AND NON-EXECUTIVE DIRECTORS AND SENIOR
MANAGEMENT OF THE COMPANY AND/OR ITS SUBSIDIARIES WHICH
ARE NOT DORMANT DOES NOT EXCEED 50% OF THE TOTAL CAHB
SHARES AVAILABLE UNDER THE SCHEME; AND II) THE NUMBER OF
CAHB SHARES ALLOCATED TO ANY INDIVIDUAL ELIGIBLE
EMPLOYEE WHO EITHER SINGLY OR COLLECTIVELY THROUGH
HIS/HER ASSOCIATES AS DEFINED IN THE COMPANIES ACT,
1965 , HOLDS 20% OR MORE IN THE ISSUED AND PAID-UP SHARE
CAPITAL OF THE COMPANY, DOES NOT EXCEED 10% OF THE
TOTAL CAHB SHARES AVAILABLE UNDER THE SCHEME; SUBJECT TO
SUCH TERMS AND CONDITIONS AND/OR ANY ADJUSTMENTS WHICH
MAY BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THE
BYE-LAWS OF THE SCHEME
PROPOSAL #O.4: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO RESOLUTION 2 ABOVE BEING PASSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND TO GRANT
TO MR. DATO ANWAR AJI, BEING THE NON-INDEPENDENT NON-
EXECUTIVE DIRECTOR OF THE COMPANY, OPTIONS TO SUBSCRIBE
FOR SUCH NUMBER OF CAHB SHARES, AND IF SUCH OPTIONS ARE
ACCEPTED AND EXERCISED, TO ALLOT AND ISSUE SUCH NUMBER
OF CAHB SHARES TO HIM UNDER THE SCHEME SUBJECT ALWAYS
TO: I) THE NUMBER OF CAHB SHARES ALLOCATED, IN AGGREGATE
TO THE DIRECTORS BOTH EXECUTIVE AND NON-EXECUTIVE
DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY AND/OR
ITS SUBSIDIARIES WHICH ARE NOT DORMANT DOES NOT EXCEED
50% OF THE TOTAL CAHB SHARES AVAILABLE UNDER THE
SCHEME; AND II) THE NUMBER OF CAHB SHARES ALLOCATED TO
ANY INDIVIDUAL ELIGIBLE EMPLOYEE WHO EITHER SINGLY OR
COLLECTIVELY THROUGH HIS/HER ASSOCIATES AS DEFINED IN
THE COMPANIES ACT, 1965 , HOLDS 20% OR MORE IN THE
ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY, DOES
NOT EXCEED 10% OF THE TOTAL CAHB SHARES AVAILABLE UNDER
THE SCHEME; SUBJECT TO SUCH TERMS AND CONDITIONS AND/OR
ANY ADJUSTMENTS WHICH MAY BE MADE IN ACCORDANCE WITH THE
PROVISIONS OF THE BYE-LAWS OF THE SCHEME
PROPOSAL #O.5: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO RESOLUTION 2 ABOVE BEING PASSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND TO GRANT
TO MR. ENCIK MOHD SALLEH MAHMUD, BEING THE NON-
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY,
OPTIONS TO SUBSCRIBE FOR SUCH NUMBER OF CAHB SHARES, AND
IF SUCH OPTIONS ARE ACCEPTED AND EXERCISED, TO ALLOT
AND ISSUE SUCH NUMBER OF CAHB SHARES TO HIM UNDER THE
SCHEME SUBJECT ALWAYS TO: I) THE NUMBER OF CAHB SHARES
ALLOCATED, IN AGGREGATE TO THE DIRECTORS BOTH EXECUTIVE
AND NON-EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT OF
THE COMPANY AND/OR ITS SUBSIDIARIES WHICH ARE NOT
DORMANT DOES NOT EXCEED 50% OF THE TOTAL CAHB SHARES
AVAILABLE UNDER THE SCHEME; AND II) THE NUMBER OF CAHB
SHARES ALLOCATED TO ANY INDIVIDUAL ELIGIBLE EMPLOYEE WHO
EITHER SINGLY OR COLLECTIVELY THROUGH HIS/HER
ASSOCIATES AS DEFINED IN THE COMPANIES ACT, 1965 ,
HOLDS 20% OR MORE IN THE ISSUED AND PAID-UP SHARE
CAPITAL OF THE COMPANY, DOES NOT EXCEED 10% OF THE TOTAL
CAHB SHARES AVAILABLE UNDER THE SCHEME; SUBJECT TO SUCH
TERMS AND CONDITIONS AND/OR ANY ADJUSTMENTS WHICH MAY
BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THE BYE-
LAWS OF THE SCHEME
PROPOSAL #O.6: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO RESOLUTION 2 ABOVE BEING PASSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND TO GRANT
TO MR. TAN SRI DATUK ASMAT KAMALUDIN, BEING THE
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY,
OPTIONS TO SUBSCRIBE FOR SUCH NUMBER OF CAHB SHARES, AND
IF SUCH OPTIONS ARE ACCEPTED AND EXERCISED, TO ALLOT
AND ISSUE SUCH NUMBER OF CAHB SHARES TO HIM UNDER THE
SCHEME SUBJECT ALWAYS TO: I) THE NUMBER OF CAHB SHARES
ALLOCATED, IN AGGREGATE TO THE DIRECTORS BOTH EXECUTIVE
AND NON-EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT OF
THE COMPANY AND/OR ITS SUBSIDIARIES WHICH ARE NOT
DORMANT DOES NOT EXCEED 50% OF THE TOTAL CAHB SHARES
AVAILABLE UNDER THE SCHEME; AND II) THE NUMBER OF CAHB
SHARES ALLOCATED TO ANY INDIVIDUAL ELIGIBLE EMPLOYEE WHO
EITHER SINGLY OR COLLECTIVELY THROUGH HIS/HER
ASSOCIATES AS DEFINED IN THE COMPANIES ACT, 1965 ,
HOLDS 20% OR MORE IN THE ISSUED AND PAID-UP SHARE
CAPITAL OF THE COMPANY, DOES NOT EXCEED 10% OF THE TOTAL
CAHB SHARES AVAILABLE UNDER THE SCHEME; SUBJECT TO SUCH
TERMS AND CONDITIONS AND/OR ANY ADJUSTMENTS WHICH MAY
BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THE BYE-
LAWS OF THE SCHEME
PROPOSAL #O.7: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO RESOLUTION 2 ABOVE BEING PASSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND TO GRANT
TO DR. ROSLAN A GHAFFAR, BEING THE NON-INDEPENDENT NON-
EXECUTIVE DIRECTOR OF THE COMPANY, OPTIONS TO SUBSCRIBE
FOR SUCH NUMBER OF CAHB SHARES, AND IF SUCH OPTIONS ARE
ACCEPTED AND EXERCISED, TO ALLOT AND ISSUE SUCH NUMBER
OF CAHB SHARES TO HIM UNDER THE SCHEME SUBJECT ALWAYS
TO: I) THE NUMBER OF CAHB SHARES ALLOCATED, IN AGGREGATE
TO THE DIRECTORS BOTH EXECUTIVE AND NON-EXECUTIVE
DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY AND/OR
ITS SUBSIDIARIES WHICH ARE NOT DORMANT DOES NOT EXCEED
50% OF THE TOTAL CAHB SHARES AVAILABLE UNDER THE
SCHEME; AND II) THE NUMBER OF CAHB SHARES ALLOCATED TO
ANY INDIVIDUAL ELIGIBLE EMPLOYEE WHO EITHER SINGLY OR
COLLECTIVELY THROUGH HIS/HER ASSOCIATES AS DEFINED IN
THE COMPANIES ACT, 1965 , HOLDS 20% OR MORE IN THE
ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY, DOES
NOT EXCEED 10% OF THE TOTAL CAHB SHARES AVAILABLE UNDER
THE SCHEME; SUBJECT TO SUCH TERMS AND CONDITIONS AND/OR
ANY ADJUSTMENTS WHICH MAY BE MADE IN ACCORDANCE WITH THE
PROVISIONS OF THE BYE-LAWS OF THE SCHEME
PROPOSAL #O.8: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO RESOLUTION 2 ABOVE BEING PASSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND TO GRANT
TO MR. ENCIK IZLAN BIN IZHAB, BEING THE INDEPENDENT NON-
EXECUTIVE DIRECTOR OF THE COMPANY, OPTIONS TO SUBSCRIBE
FOR SUCH NUMBER OF CAHB SHARES, AND IF SUCH OPTIONS ARE
ACCEPTED AND EXERCISED, TO ALLOT AND ISSUE SUCH NUMBER
OF CAHB SHARES TO HIM UNDER THE SCHEME SUBJECT ALWAYS
TO: I) THE NUMBER OF CAHB SHARES ALLOCATED, IN AGGREGATE
TO THE DIRECTORS BOTH EXECUTIVE AND NON-EXECUTIVE
DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY AND/OR
ITS SUBSIDIARIES WHICH ARE NOT DORMANT DOES NOT EXCEED
50% OF THE TOTAL CAHB SHARES AVAILABLE UNDER THE
SCHEME; AND II) THE NUMBER OF CAHB SHARES ALLOCATED TO
ANY INDIVIDUAL ELIGIBLE EMPLOYEE WHO EITHER SINGLY OR
COLLECTIVELY THROUGH HIS/HER ASSOCIATES AS DEFINED IN
THE COMPANIES ACT, 1965 , HOLDS 20% OR MORE IN THE
ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY, DOES
NOT EXCEED 10% OF THE TOTAL CAHB SHARES AVAILABLE UNDER
THE SCHEME; SUBJECT TO SUCH TERMS AND CONDITIONS AND/OR
ANY ADJUSTMENTS WHICH MAY BE MADE IN ACCORDANCE WITH THE
PROVISIONS OF THE BYE-LAWS OF THE SCHEME
PROPOSAL #S.1: AUTHORIZE THE COMPANY TO ADOPT THE NEW ISSUER YES FOR N/A
MEMORANDUM OF ASSOCIATION AND ARTICLESOF ASSOCIATION
M&A OF THE COMPANY AS SPECIFIED IN PLACE OF THE
EXISTING M&A AND THAT THE PROPOSED M&A ADOPTION SHALL BE
EFFECTIVE IMMEDIATELY ON THE DATE OF THIS RESOLUTION
AND THAT THE BOARD OF DIRECTORS BE AUTHORIZED TO GIVE
FULL EFFECT TO THE PROPOSED M&A ADOPTION IN SUBSTITUTION
FOR AND TO SUPERSEDE THE EXISTING M&A OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPASS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
OF THE COMPANY FOR THE FYE 30 SEP 2004 AND THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REMUNERATION COMMITTEE'S ISSUER YES FOR N/A
REPORT FOR THE FYE 30 SEP 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 6.2 PENCE PER ISSUER YES FOR N/A
SHARE ON THE COMPANY'S ORDINARY SHARES FOR THE FYE 30
SEP 2004
PROPOSAL #4.: ELECT MR. STEVE LUCAS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. ANDREW MARTIN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: RE-ELECT MR. PETER CAWDRON AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: RE-ELECT MR. ALAIN DUPUIS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: RE-ELECT MR. VAL GOODING AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #11.: APPROVE THE RULES OF COMPASS GROUP PLC ISSUER YES FOR N/A
SHARE BONUS MATCHING PLAN THE MATCHING PLAN AND
AUTHORIZE THE DIRECTORS TO TAKE ALL ACTIONS WHICH THEY
CONSIDER NECESSARY OR EXPEDIENT IN CONNECTION WITH THE
IMPLEMENTATION OF THE MATCHING PLAN
PROPOSAL #12.: AUTHORIZE THE COMPANY AND ITS ISSUER YES ABSTAIN N/A
SUBSIDIARIES TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURE
PROVIDED THAT ANY SUCH DONATIONS AND EXPENDITURE MADE BY
THE COMPANY TOGETHER WITH THOSE MADE BY AN SUBSIDIARY
COMPANY SHALL NOT EXCEED IN AGGREGATE GBP 125,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF NEXT AGM OF THE
COMPANY
PROPOSAL #13.: APPROVE, PURSUANT TO SECTION 121(2)(E) OF ISSUER YES FOR N/A
THE COMPANIES ACT 1985 AND ARTICLE 41(D) OF THE
COMPANY'S ARTICLES OF ASSOCIATION, THE REDUCTION OF THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY FROM GBP
300,050,998 TO GBP 300,001,000 DIVIDED INTO
3,000,010,000 ORDINARY SHARES OF 10 PENCE EACH BY
CANCELING EACH AUTHORIZED BUT UNISSUED NON-VOTING
REDEEMABLE PREFERENCE SHARE OF GBP 1 IN THE CAPITAL OF
THE COMPANY
PROPOSAL #S.14: ADOPT THE NEW ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #S.15: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) AND SECTION 94(3A) OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY
RESOLUTION 7 PASSED AT THE AGM OF THE COMPANY HELD ON 15
FEB 2002, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO
THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH
A ISSUE TO HOLDERS OF ORDINARY SHARES; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 10.7 MILLION CONSISTING
OF 107 MILLION ORDINARY SHARES OF 10 PENCE EACH IN THE
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR 13 MAY 2006 ; AND,
AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.16: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 45 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT
OF UP TO 215,540,302 ORDINARY SHARES REPRESENTING 10%
OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL OF 10
PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 10 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 13
AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LARRY D. HORNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NORMAN R. AUGUSTINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES C. KRULAK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.J. MULVA ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005
PROPOSAL #03: COMPENSATION LIMITATIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: DIRECTOR ELECTION VOTE STANDARD SHAREHOLDER YES AGAINST FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONTINENTAL AG, HANNOVER
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTION PROFIT OF EUR 116,721,938.35 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.80 PER NO-PAR SHARE EUR
388,691.15 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE ON 13 MAY 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT ISSUER NO N/A N/A
AG WIRTSCHAFTS-PRUEFUNGSGESELLSCHAFT, HANNOVER, AS THE
AUDITORS FOR THE YEAR 2005
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO EUR 37,226.80, AT PRICES DEVIATING
NEITHER MORE THAN 10% FROM THEIR MARKET PRICE IF THE
SHARES ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE
THAN 20% IF THE SHARES ARE ACQUIRED BY WAY OF A
REPURCHASE OFFER, ON OR BEFORE 11 NOV 2006; AND
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO DISPOSE THE
SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A
RIGHTS OFFERING, ESPECIALLY TO SELL THE SHARES AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE
THE SHARES FOR ACQUISITION PURPOSES, WITHIN THE SCOPE OF
THE 1999 STOCK OPTION PLAN OR FOR THE FULFILLMENT OF
CONVERTIBLE AND/OR OPTION RIGHTS, TO FLOAT THE SHARES ON
FOREIGN STOCK EXCHANGES, AND TO RETIRE THE SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CORUS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE FINANCIAL STATEMENTS FOR THE YE 01 JAN 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION FOR THE YE 01 JAN 2005 INCLUDING THE
REMUNERATION POLICY AS SET OUT THEREIN
PROPOSAL #3.I: APPOINT MR. J.H. SCHRAVEN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.II: APPOINT MR. R. HENSTRA AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #3.III: RE-APPOINT MR. D.M. LLOYD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.IV: RE-APPOINT DR. A.B. HAYWARD AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE NEXT GENERAL
MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #6.: AUTHORIZE THE CORUS GROUP PLC, IN ISSUER YES FOR N/A
ACCORDANCE WITH SECTION 347C OF THE COMPANIES ACT 1985,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO
INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OR 15 MONTHS
PROPOSAL #7.: AUTHORIZE THE CORUS UK LIMITED IN ISSUER YES FOR N/A
ACCORDANCE WITH SECTION 347C OF THE COMPANIES ACT 1985,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO
INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OR 15 MONTHS AFTER THE
PASSING OF THIS RESOLUTION
PROPOSAL #8.: AUTHORIZE THE ORB ELECTRICAL STEELS ISSUER YES FOR N/A
LIMITED IN ACCORDANCE WITH SECTION 347C OF THE COMPANIES
ACT 1985, FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION
AND TO INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM
AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OR 15 MONTHS AFTER THE
PASSING OF THIS RESOLUTION
PROPOSAL #S.9: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 444,565,340 ORDINARY SHARES OF 10P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 10P AND
SHALL NOT EXCEED 105% ABOVE THE AVERAGE MIDDLE MARKET
QUOTATION FOR THE ORDINARY SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COSTCO WHOLESALE CORPORATION
TICKER: COST CUSIP: 22160K105
MEETING DATE: 1/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: SUSAN L. DECKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. MEISENBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES T. MUNGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD M. LIBENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. DICERCHIO ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENTS TO THE 2002 STOCK INCENTIVE ISSUER YES FOR FOR
PLAN.
PROPOSAL #03: SHAREHOLDER PROPOSAL TO ADOPT A VENDOR SHAREHOLDER YES ABSTAIN AGAINST
CODE OF CONDUCT.
PROPOSAL #04: SHAREHOLDER PROPOSAL TO DEVELOP A POLICY SHAREHOLDER YES ABSTAIN AGAINST
FOR LAND PROCUREMENT AND USE.
PROPOSAL #05: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT, THE ISSUER YES FOR N/A
PARENT COMPANY'S 2004 FINANCIAL STATEMENTS AND THE
GROUP'S CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #2.: GRANT DISCHARGE OF THE ACTS TO THE MEMBERS ISSUER YES FOR N/A
OF THE BOARD OF DIRECTORS AND THE EXECUTIVE BOARD FOR
THE FY 2004
PROPOSAL #3.: APPROVE THAT THE RETAINED EARNINGS OF CHF ISSUER YES FOR N/A
4,218,078,194 COMPRISING RETAINED EARNINGS BROUGHT
FORWARD FROM THE PREVIOUS YEAR OF CHF 3,386,649,182 AND
NET INCOME FOR 2004 OF CHF 831,429,012 BE APPROPRIATED
AS FOLLOWS: DISTRIBUTION OF A DIVIDEND : CHF 1.50 PER
REGISTERED SHARE WITH PAR VALUE OF CHF 0.50 EACH CHF
1.50 GROSS PER SHARE WHICH AFTER DEDUCTION OF SWISS
FEDERAL WITHHOLDINGS TAX OF 35% CHF 0.525 AMOUNTS TO CHF
0.975 NET AGAINST AN ORDER AUTHORIZING DIVIDEND;
BALANCE TO BE CARRIED FORWARD RETAINED EARINGS MINUS
DIVIDEND UPON APPROVAL OF THE PROPOSAL, THE DIVIDEND
FOR THE FY 2004 WILL BE PAYABLE FREE OF COMMISSIONS FROM
06 MAY2005 AT ALL SWISS OFFICES OF CREDIT SUISSE, BANK
LEU LTD. NA DNEUE AARGAUER BANK
PROPOSAL #4.: APPROVE THE BUYBACK OF OWN SHARES OF UP TO ISSUER YES FOR N/A
A MAXIMUM OF CHF 6 BILLION OF PURCHASE VALUE; THESE
SHARES ARE REPURCHASED VIA A SECOND TRADING LINE ON THE
STOCK EXCHANGE AND SUBSEQUENTLY CANCELLED AND THE SHARE
CAPITAL IS TO BE REDUCED ACCORDINGLY
PROPOSAL #5.2: RE-ELECT KPMG KLYNVELD PEAT ISSUER YES FOR N/A
MARWICGOWEDELER SA, ZURICH, AS THE INDEPENDENT AUDITORS
OF THE PARENT COMPANY AND OF THE GROUP FOR A FURTHER
TERM OF 1 YEAR
PROPOSAL #5.3: ELECT BDO VISURA, ZURICH, AS THE SPECIAL ISSUER YES FOR N/A
AUDITOR FOR A FURTHER TERM OF 1 YEAR
PROPOSAL #5.1.1: RE-ELECT MR. PETER BRABECK-LETMATHE TO ISSUER YES FOR N/A
THE BOARD OF DIRECTORS FOR A TERM OF 3 YEARS AS
STIPULATED IN THE ARTICLES OF ASSOCIATION
PROPOSAL #5.1.2: RE-ELECT MR. THOMAS W. BECHTLER TO THE ISSUER YES FOR N/A
BOARD OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED
IN THE ARTICLES OF ASSOCIATION
PROPOSAL #5.1.3: RE-ELECT MR. ROBERT H. BENMOSCHE TO THE ISSUER YES FOR N/A
BOARD OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED
IN THE ARTICLES OF ASSOCIATION
PROPOSAL #5.1.4: RE-ELECT MR. ERNST TANNER TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED IN THE
ARTICLES OF ASSOCIATION
PROPOSAL #5.1.5: ELECT MR. JEAN LANIER TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED IN
ARTICLES OF ASSOCIATION
PROPOSAL #5.1.6: ELECT MR. ANTON VAN ROSSUM TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED IN
ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE THAT THE AUTHORIZED CAPITAL, WHICH ISSUER YES FOR N/A
EXPIRES LIMITED UNTIL 25 APR 2005 BE RENEWED AND
EXTENDED AT THE SAME LEVEL UNTIL 29 APR 2007; AND AMEND
ARTICLE 27 PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION
PURSUANT TO SECTION AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CSR LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/15/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL AND ISSUER YES FOR N/A
OTHER REPORTS
PROPOSAL #2.: RE-ELECT MR. IAN BLACKBURNE AS A DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: D.R. HORTON, INC.
TICKER: DHI CUSIP: 23331A109
MEETING DATE: 1/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DONALD R. HORTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL R. BUCHANAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: FRANCINE I. NEFF ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD I. GALLAND ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BRADLEY S. ANDERSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BILL W. WHEAT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD J. TOMNITZ ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT AND RESTATEMENT OF THE D.R. ISSUER YES AGAINST AGAINST
HORTON, INC. 1991 STOCK INCENTIVE PLAN.
PROPOSAL #03: IN THEIR DISCRETION, THE PROXIES ARE ISSUER YES AGAINST AGAINST
AUTHORIZED TO VOTE UPON OTHER BUSINESS PROPERLY BROUGHT
BEFORE THE MEETING OR ANY ADJOURNMENT.
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ISSUER: DAI NIPPON PRINTING CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR ISSUER YES FOR N/A
NO.111 TERM: DIVIDENDS FOR THE CURRENT TERM AS JPY 13.50
PER SHARE JPY 24 ON A YEARLY BASIS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION BY ISSUER YES FOR N/A
CHANGING THE NUMBER OF ISSUED AND OUTSTANDING SHARES TO
1,500,000,000 FROM THE PRESENT 1,200,000,000 AND CHANGE
THE NUMBER OF DIRECTOR'S POSITION TO 28 OR LESS FROM THE
PRESENT 38 OR LESS AND ALSO THE NUMBER OF STATUTORY
AUDITOR'S POSITION BE CHANGED TO 5 OR LESS FROM THE
PRESENT 4 OR LESS
PROPOSAL #3.1: ELECT MR. YOSHITOSHI KITAJIMA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.2: ELECT MR. KOUICHI TAKANAMI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. SATOSHI SARUWATARI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. MASAYOSHI YAMADA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. MITSUHIKO HAKII AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT MR. OSAMU TSUCHIDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT MR. NORIAKI NAKAMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT MR. TERUOMI YOSHINO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT MR. HIROMITSU IKEDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT MR. KOUSAKU MORI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT MR. KENZOU ISUMI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT MR. YOSHINARI KITAJIMA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.13: ELECT MR. TOSHIO KAWADA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT MR. KAZUMASA HIROKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT MR. YUUJIROU KURODA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: ELECT MR. TATSUYA NISHIMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: ELECT MR. ITSUO TOTSUKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: ELECT MR. MASAHIKO WADA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: ELECT MR. TETSUJI MORINO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: ELECT MR. TAKASHI TOIDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.21: ELECT MR. SHIGERU KASHIWABARA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.22: ELECT MR. KUNIKAZU AKISHIGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.23: ELECT MR. KENJI NOGUCHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.24: ELECT MR. YOSHIAKI NAGANO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.25: ELECT MR. MOTOHARU KITAJIMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.26: ELECT MR. TADAO TSUKADA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: ELECT MR. SHINSUKE NOMURA AS A STATUTORY ISSUER YES FOR N/A
AUDITOR
PROPOSAL #5.: APPROVE TO REVISE THE REMUNERATION FOR ISSUER YES FOR N/A
STATUTORY AUDITORS FROM JPY 9,000,000 OR LESS AT PRESENT
TO JPY 12,000,000
PROPOSAL #6.: GRANT RETIREMENT ALLOWANCES TO MR. RYOUZOU ISSUER YES FOR N/A
KITAMI, MR. KENICHI NAKAMURA, MR. TAIRA TAKAHASHI, MR.
MASAKAZU SATOU, MR. KUNIAKI KAMEI, MR. HIDENORI NOKUBO,
MR. TADASHI OOKUBO, MR. YOSHIYUKI NAKAGAWA, MR. YUKIO
TOGANO, MR. JUNJIROU INOUE AND MR. TATSUO KOMAKI, WHO
RETIRED DURING THE CURRENT TERM ACCORDING TO THE COMPANY
RULE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIFUKU CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 0, FINAL JY 13,
SPECIAL JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.17: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.18: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4: APPROVE RETIREMENT BONUS FOR DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DANAHER CORPORATION
TICKER: DHR CUSIP: 235851102
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: A. EMMET STEPHENSON JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. LAWRENCE CULP, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MITCHELL P. RALES ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE YEAR
ENDING DECEMBER 31, 2005.
PROPOSAL #03: TO APPROVE THE AMENDED AND RESTATED ISSUER YES FOR FOR
DANAHER CORPORATION 1998 STOCK OPTION PLAN.
PROPOSAL #04: TO ACT UPON A SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
REGARDING THAT THE BOARD OF DIRECTORS INITIATE PROCESSES
TO AMEND THE COMPANY'S GOVERNANCE DOCUMENTS TO PROVIDE
THAT DIRECTOR NOMINEES BE ELECTED BY THE AFFIRMATIVE
VOTE OF THE MAJORITY OF VOTES CAST AT AN ANNUAL MEETING
OF SHAREHOLDERS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEERE & COMPANY
TICKER: DE CUSIP: 244199105
MEETING DATE: 2/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DIPAK C. JAIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOACHIM MILBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. BLOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T. KEVIN DUNNIGAN ISSUER YES FOR FOR
PROPOSAL #02: RE-APPROVAL OF THE JOHN DEERE PERFORMANCE ISSUER YES FOR FOR
BONUS PLAN.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR
FISCAL 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DELL INC.
TICKER: DELL CUSIP: 24702R101
MEETING DATE: 7/16/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL S. DELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAMUEL A. NUNN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GRAY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEVIN B. ROLLINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDY C. LEWENT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD J. CARTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEX J. MANDL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS W. LUCE, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS S. LUFT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO EXPENSING SHAREHOLDER YES FOR AGAINST
STOCK OPTIONS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE POST AG, BONN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 1,300,702,582.54 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.50 PER NO-PAR SHARE EUR
744,302,582.54 SHALL BE ALLOCATED TO THE OTHER REVENUE
RESERVES EX-DIVIDEND AND PAYABLE DATE: 19 MAY 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: APPOINT PWC DEUTSCHE REVISION AG, ISSUER NO N/A N/A
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, DUESSELDORF AS THE
AUDITORS FOR THE FY 2005
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE
DIFFERING NEITHER MORE THAN 10% FROM THE MARKET PRICE OF
THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK
EXCHANGE, NOR MORE THAN 20%; IF THEY ARE ACQUIRED BY WAY
OF A REPURCHASE OFFER, ON OR BEFORE 31 OCT 2006;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE THE
SHARES, TO USE THE SHARES IN CONNECTION WITH MERGERS AND
ACQUISITIONS, TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL
SHAREHOLDERS IF THE SHARES ARE SOLD AGAINST PAYMENT IN
CASH AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
AND TO USE THE SHARES WITHIN THE SCOPE OF THE COMPANY'S
EXECUTIVE STOCK OPTION PLANS 2000 AND 2003
PROPOSAL #7.: APPROVE THE REVOCATION OF THE EXISTING ISSUER NO N/A N/A
AUTHORIZED CAPITAL, THE CREATION OF NEW AUTHORIZED
CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLE
OF ASSOCIATION; THE EXISTING AUTHORIZATION OF 13 OCT
2000, TO CREATE AUTHORIZED CAPITAL, SHALL BE REVOKED;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
COMPANY'S SHARE CAPITAL BY UP TO EUR 250,000,000 THROUGH
THE ISSUE OF UP TO 250,000,000 REGISTERED SHARES
AGAINST PAYMENT IN KIND, ON OR BEFORE 17 MAY 2010
AUTHORIZED CAPITAL 2005
PROPOSAL #8.1: ELECT MR. GERD EHLERS TO THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #8.2: ELECT MR. ROLAND OETKER TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.3: ELECT MR. HANS W. REICH TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.4: ELECT MR. DR. JUERGEN WEBER TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEVRO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS FOR THE YE ISSUER YES FOR N/A
31 DEC 2004 TOGETHER WITH THE DIRECTORS REPORT AND THE
AUDITORS REPORT ON THOSE ACCOUNTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC ISSUER YES FOR N/A
2004
PROPOSAL #3.: RE-ELECT DR. GRAEME ALEXANDER AS A ISSUER YES FOR N/A
DIRECTORS, WHO RETIRES BY ROTATION UNDER THE PROVISIONS
OF THE ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. PAUL NEEP AS A DIRECTORS, WHO ISSUER YES FOR N/A
RETIRES BY IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE COMPANY'S AUDITORS UNTIL THE CONCLUSION OF THE NEXT
AGM AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: APPROVE THE REMUNERATION REPORT CONTAINED ISSUER YES FOR N/A
WITH THE COMPANY'S REPORT AND ACCOUNTS FOR THE YE 31 DEC
2004
PROPOSAL #S.7: AUTHORIZE THE COMPANY, FOR THE PURPOSE OF ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985 THE ACT , TO
MAKE ONE OR MORE MARKET PURCHASES SECTION 163(3) OF THE
ACT OF UP TO 16,000,000 REPRESENTING 10% OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL ORDINARY SHARES
OF 10 PENCE IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF AN ORDINARY SHARE OF 10 PENCE AND NOT MORE
THAN 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET
QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR
15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT OR CONTRACTS TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEXIA SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL FINANCIAL STATEMENTS ISSUER NO N/A N/A
FOR THE 2004 FY
PROPOSAL #2.: APPROVE THE PROFIT FOR THE 2004 FY AMOUNTS ISSUER NO N/A N/A
TO EUR 1,064.2 MILLION; THE PROFIT CARRIED FORWARD FROM
THE PREVIOUS YEAR STANDS AT EUR 631.9 MILLION, MAKING A
TOTAL PROFIT FOR APPROPRIATION OF EUR 1,696.1 MILLION;
APPROVE TO APPROPRIATE THE PROFIT THUS: TO THE LEGAL
RESERVE UP TO EUR 3.9 MILLION; TO THE AVAILABLE RESERVE
EUR 750.0 MILLION; TO THE PAYMENT OF A GROSS DIVIDEND OF
EUR 0.62 PER SHARE, WITH THE EXCEPTION OF OWN SHARES
WHICH THE COMPANY ITSELF HOLDS ON 06 MAY 2005, ON WHICH
THE DIVIDEND RIGHTS ARE CANCELLED BY THE ORDINARY
MEETING IN ACCORDANCE WITH ARTICLE 622 OF THE COMPANY
CODE; WITH THE BALANCE TO BE TRANSFERRED TO THE PROFIT
CARRIED FORWARD
PROPOSAL #3.: GRANT FULL DISCHARGE TO THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #4.: GRANT FULL DISCHARGE TO THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE TO PROCEED WITH THE APPOINTMENT ISSUER NO N/A N/A
FOR A NEW MANDATE OF DIRECTOR OF 4 YEARS EXPIRING AT THE
END OF THE ORDINARY SHAREHOLDERS MEETING OF 2009 OF MR.
ELIO DI RUPO, APPOINTED PROVISIONALLY BY THE BOARD OF
DIRECTORS ON 16 NOV 2004, REPLACING MR. DIDIER DONFUT,
HAVING RESIGNED
PROPOSAL #6.: APPROVE TO PROCEED WITH THE APPOINTMENT ISSUER NO N/A N/A
FOR A NEW MANDATE OF DIRECTOR OF 4 YEARS EXPIRING AT THE
END OF THE ORDINARY SHAREHOLDERS MEETING OF 2009 OF MR.
FRANCIS VERMEIREN, APPOINTED PROVISIONALLY AS OF 29 NOV
2004 BY THE BOARD OF DIRECTORS, REPLACING MR. KAREL DE
GUCHT, HAVING RESIGNED
PROPOSAL #7.: APPROVE TO ALLOW THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REPLACE MR. THIERRY BRETON, WHO IS RESIGNING, BY CO-
OPTING A DIRECTOR WHOSE DEFINITIVE APPOINTMENT SHALL BE
SUBJECT TO RATIFICATION BY THE NEXT SHAREHOLDERS MEETING
OF DEXIA SA, IN ACCORDANCE WITH THE APPOINTMENT
PROCEDURE APPLICABLE AT DEXIA SA
PROPOSAL #8.1: APPROVE TO CONFIRM MR. GILLES BENOIST AS ISSUER NO N/A N/A
AN INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE
PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE
CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER
CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF
DIRECTORS
PROPOSAL #8.2: APPROVE TO CONFIRM MR. ANNE-MARIE IDRAC ISSUER NO N/A N/A
AS AN INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF
THE PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE
CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER
CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF
DIRECTORS
PROPOSAL #8.3: APPROVE TO CONFIRM MR. DENIS KESSLER AS ISSUER NO N/A N/A
AN INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE
PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE
CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER
CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF
DIRECTORS
PROPOSAL #8.4: APPROVE TO CONFIRM MR. ANDRE LEVY-LANG AS ISSUER NO N/A N/A
AN INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE
PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE
CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER
CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF
DIRECTORS
PROPOSAL #8.5: APPROVE TO CONFIRM MR. ROBERTO MAZZOTTA ISSUER NO N/A N/A
AS AN INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF
THE PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE
CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER
CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF
DIRECTORS
PROPOSAL #8.6: APPROVE TO CONFIRM MR. GASTON SCHWERTZER ISSUER NO N/A N/A
AS AN INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF
THE PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE
CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER
CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF
DIRECTORS
PROPOSAL #8.7: APPROVE TO CONFIRM MR. ANNE-CLAIRE ISSUER NO N/A N/A
TAITTINGER AS AN INDEPENDENT DIRECTOR WITHIN THE MEANING
OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE
PURPOSES OF THE PROCEDURE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE SET OUT THEREIN
AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE
BOARD OF DIRECTORS
PROPOSAL #8.8: APPROVE TO CONFIRM SIR BRIAN UNWIN AS AN ISSUER NO N/A N/A
INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE 524
OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE
PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE
CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER
CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF
DIRECTORS
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF THE ISSUER NO N/A N/A
COMPANY PRICEWATERHOUSECOOPERS REPRESENTED BY MR. ROBERT
PEIRCE AS AUDITOR FOR A TERM OF 3 YEARS EXPIRING AT THE
END OF THE ORDINARY SHAREHOLDERS MEETING OF 2008
PROPOSAL #10.: APPROVE TO FIX THE EMOLUMENTS OF THE ISSUER NO N/A N/A
BOARD OF AUDITORS AT EUR 200,000 PER ANNUM TO CARRY OUT
THEIR LEGAL MISSION OF ACCOUNT AUDIT
PROPOSAL #11.: APPROVE THE ALLOCATION INSOFAR AS IS ISSUER NO N/A N/A
NECESSARY OF A TOTAL OF 3,130 SHARES TO THE EMPLOYEES OF
FINANCIAL SECURITY ASSURANCE, INC. FSA AND ITS
DIRECT AND INDIRECT SUBSIDIARIES ESTABLISHED IN THE
UNITED STATES, WITHIN THE CONTEXT OF THE DEXIA GROUP'S
2004 EMPLOYEE SHAREHOLDING PLAN FOR WHICH THE
SUBSCRIPTION PERIOD RAN FROM 23 AUG 2004 TO 01 OCT 2004,
IN APPLICATION OF THE TAX REGIME PROVIDED FOR IN
ARTICLE 423 OF THE INTERNAL REVENUE CODE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEXIA SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT ISSUER NO N/A N/A
TO THE CONDITIONS IMPOSED BY LAW AND OVER A NEW PERIOD
WHICH SHALL EXPIRE 18 MONTHS AFTER THE DATE OF THIS
ORDINARY MEETING: I) TO ACQUIRE ON THE STOCK MARKET OR
BY ANY OTHER MEANS, AS MANY OF THE COMPANY'S OWN SHARES
AS THE LAW PERMITS AT AN EXCHANGE VALUE ESTABLISHED IN
ACCORDANCE WITH ANY LAW OR REGULATION IN FORCE AT THE
TIME OF REPURCHASE AND WHICH MAY NOT BE LESS THAN ONE
EURO PER SHARE NOR MORE THAN 10% ABOVE THE LAST CLOSING
PRICE ON EURONEXT BRUSSELS; AND II) INSOFAR AS IS
NECESSARY, TO DISPOSE OF THE COMPANY
'S OWN SHARES, WHERE APPROPRIATE AFTER EXPIRY OF THE
MAXIMUM PERIOD OF 18 MONTHS PROVIDED FOR THEIR
ACQUISITION; AND AUTHORIZE THE COMPANY'S DIRECT
SUBSIDIARIES WITHIN THE MEANING OF ARTICLE 627(1) OF THE
COMPANY CODE TO ACQUIRE OR DISPOSE OF SHARES IN THE
COMPANY UNDER THE SAME CONDITIONS; AND GRANT FULL POWERS
TO THE BOARD OF DIRECTORS, WHICH MAY IN ITS TURN
DELEGATE THOSE POWERS I) INSOFAR AS NECESSARY TO
DETERMINE THE TERMS AND CONDITIONS OF RESALE OR DISPOSAL
OF THE OWN SHARES AND II) INSOFAR AS NECESSARY TO
IMPLEMENT THE DISPOSAL OF THE SAID OWN SHARES; SUCH
AUTHORIZATIONS AND DELEGATIONS SHALL ENTER INTO FORCE ON
THE SIXTH WORKING DAY AFTER THE DATE OF THIS ORDINARY
MEETING; ON THAT SAME DATE, THE TEMPORARY AUTHORIZATIONS
GRANTED TO THE BOARD OF DIRECTORS AND TO THE DIRECT
SUBSIDIARIES REFERRED TO ABOVE ON THE 12 MAY 2004 SHALL
END
PROPOSAL #2.: APPROVE: A) TO CANCEL AND DESTROY, WITHOUT ISSUER NO N/A N/A
REDUCTION OF CAPITAL, ALL THE OWN SHARES HELD BY THE
COMPANY ON 06 MAY 2005, OR 5 DAYS PRIOR TO THE MEETING,
INCLUDING THE SHARES WHICH, AS THE CASE MAY BE, IT MIGHT
HAVE ACQUIRED BETWEEN THE DATE OF CONVOCATION OF THE
PRESENT MEETING AND 06 MAY 2005; THE NUMBER OF SHARES
THE CANCELLATION AND DESTRUCTION OF WHICH SHALL BE
SUBJECT TO A VOTE OF SHAREHOLDERS SHALL BE COMMUNICATED
DURING THAT MEETING; B) TO CHARGE THE NET BOOK VALUE OF
THOSE SHARES AGAINST THE UNAVAILABLE RESERVE CONSTITUTED
IN ACCORDANCE WITH ARTICLE 623 OF THE COMPANY CODE AND
TO REDUCE THE AMOUNT OF THAT UNAVAILABLE RESERVE
ACCORDINGLY; C) AS A CONSEQUENCE TO AMEND THE FIRST
PARAGRAPH OF ARTICLE 4 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, WHICH SHALL INDICATE THE NUMBER OF SHARES
REPRESENTING THE CAPITAL AS A RESULT OF THAT
CANCELLATION; AND D) TO CONFER FULL POWERS ON THE BOARD
OF DIRECTORS OR THE CHIEF EXECUTIVE OFFICER ACTING ON
HIS OWN, WITH ENTITLEMENT TO DELEGATE, TO TAKE ALL STEPS
AND TO CARRY OUT ALL ACTS NECESSARY FOR THE
IMPLEMENTATION OF THIS RESOLUTION TO CANCEL THE OWN
SHARES AND IN PARTICULAR TO PROCEED WITH THE DESTRUCTION
OF THE SECURITIES IN QUESTION
PROPOSAL #3.: APPROVE THE COMMUNICATION I) OF THE ISSUER NO N/A N/A
SPECIAL REPORT FROM THE BOARD OF DIRECTORS DRAWN UP IN
ACCORDANCE WITH ARTICLES 583(1), 596 AND 598 OF THE
COMPANY CODE RELATING TO THE ISSUE OF A MAXIMUM NUMBER
OF ONE MILLION (1,000,000) SUBSCRIPTION RIGHTS
HEREINAFTER CALLED WARRANTS IN FAVOR OF EMPLOYEES OF
THE NETWORK OF INDEPENDENT BRANCHES OF THE DEXIA GROUP
IN BELGIUM AND, AS THE CASE MAY BE, EMPLOYEES OF CERTAIN
FOREIGN ENTITIES OF THE DEXIA GROUP WITHIN THE CONTEXT
OF THE 2005 EMPLOYEE SHAREHOLDING PLAN, AND THE
CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHT OF
EXISTING SHAREHOLDERS ON THE OCCASION OF THAT ISSUE OF
WARRANTS AND II) THE SPECIAL REPORT FROM THE BOARD OF
AUDITORS DRAWN UP IN ACCORDANCE WITH ARTICLE 596 OF THE
COMPANY CODE RELATING TO THE CANCELLATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHT OF EXISTING SHAREHOLDERS
OF THE COMPANY. RESOLUTION, SUBJECT TO THE TWO
CONDITIONS ABSOLUTE A) OF A DECISION BY THE BOARD OF
DIRECTORS TO PROCEED WITH THE EFFECTIVE ISSUE OF
WARRANTS, AND B) OF THE EFFECTIVE ALLOCATION THEREOF BY
THE BOARD OF DIRECTORS OR ITS AUTHORIZED
REPRESENTATIVE(S), TO ISSUE A MAXIMUM NUMBER OF ONE
MILLION (1,000,000) WARRANTS, EACH CONFERRING AN
ENTITLEMENT TO SUBSCRIBE TO ONE SHARE IN THE COMPANY;
THAT ISSUE SHALL BE EFFECTED, WITHIN THE CONTEXT OF THE
TWO THOUSAND AND FIVE EMPLOYEE SHAREHOLDING PLAN, IN
PARTICULAR IN FAVOR OF THE MEMBERS OF STAFF OF THE
GROUP'S SELF EMPLOYED BRANCH NETWORKS, INCLUDING THAT OF
DEXIA BANK BELGIUM SA, THE SELF-EMPLOYED MEMBERS OF THE
DEXIA GROUP STAFF AND, WHERE APPLICABLE, THE EMPLOYEES
OF CERTAIN FOREIGN SUBSIDIARIES; WARRANTS SHALL BE
EXERCISABLE EITHER IMMEDIATELY OR ON ONE OR MORE
SPECIFIC DATES DETERMINED BY THE BOARD OF DIRECTORS OR
ITS AUTHORIZED REPRESENTATIVE(S), AT A STRIKE PRICE
WHICH, PER WARRANT, SHALL BE EQUAL TO THE AVERAGE OF THE
CLOSING PRICES OF THE SHARE ON EURONEXT BRUSSELS OVER A
PERIOD OF 30 DAYS PRECEDING THE DAY ON WHICH THE ISSUE
EFFECTIVELY COMMENCES; APPROVE TO INCREASE THE CAPITAL
SUBJECT TO THE TWO CONDITIONS ABSOLUTE (A) OF THE
EFFECTIVE ISSUE OF THE WARRANTS AND (B) THEIR EXERCISE,
BY AN AMOUNT EQUAL TO THE PROCEEDS FROM THE NUMBER OF
SHARES ISSUED FOLLOWING THE EXERCISE OF THE WARRANTS AT
THE PAR VALUE OF THE ORDINARY SHARES IN EXISTENCE IN THE
COMPANY AT THE TIME OF THE INCREASE OF CAPITAL, BY
ISSUING A NUMBER OF ORDINARY SHARES IN THE COMPANY
COMBINED WITH VVPR STRIPS DETERMINED AS DESCRIBED ABOVE;
THE SHARES THUS CREATED SHALL ENJOY THE SAME RIGHTS AS
THE EXISTING SHARES AND SHALL QUALIFY FOR THE DIVIDEND
RELATING TO THE ACCOUNTING YEAR DURING WHICH THEY ARE
ISSUED; ANY DIFFERENCE BETWEEN THE SUM ACCOUNTED FOR BY
THE STRIKE PRICE AT WHICH THE WARRANTS ARE EXERCISED AND
THE AMOUNT OF THE CAPITAL INCREASE SHALL BE ALLOCATED
AS AN ISSUE PREMIUM TO AN UNAVAILABLE ISSUE PREMIUM
RESERVE ACCOUNT
PROPOSAL #4.: APPROVE TO CONFER ON MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS OR OF THE MANAGEMENT BOARD ACTING IN PAIRS
OR THE CHIEF EXECUTIVE OFFICER ACTING ON HIS OWN, WITH
POWER OF SUBSTITUTION, ALL POWERS TO IMPLEMENT THE
RESOLUTIONS TO BE PASSED ON THE FOREGOING ITEMS ON THE
AGENDA AND IN PARTICULAR ALL THE CHANGES OR ADJUSTMENTS
TO THE TERMS OF ISSUE OF WARRANTS WITHOUT, HOWEVER, THE
POWER TO ALTER THE FUNDAMENTAL ECONOMIC CHARACTERISTICS
OF THE ISSUE AS DESCRIBED IN THE REPORT FROM THE BOARD,
OR IN PARTICULAR TO ALTER THE METHOD OF DETERMINING THE
SUBSCRIPTION PRICE , TO HAVE THE EXERCISE OF WARRANTS,
THE INCREASE IN CAPITAL AND THE ISSUE OF SHARES
RESULTING THERE FROM PROPERLY AUTHENTICATED, TO AMEND
THE ARTICLES OF ASSOCIATION TO TAKE ACCOUNT OF THE NEW
AMOUNT OF CAPITAL AND THE NEW NUMBER OF SHARES, TO
ALLOCATE THE ISSUE PREMIUM TO THE UNAVAILABLE ACCOUNT,
AND TO ISSUE THE UPDATED VERSION OF THE ARTICLES OF
ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DIAGEO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS AND THE AUDITOR'S ISSUER YES FOR N/A
REPORTS AND THE ACCOUNTS FOR THE YE 30 JUN 2004
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 30 JUN 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT LORD HOLLICK OF NOTTING HILL AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #5.: RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES BY ROTATION
PROPOSAL #6.: RE-ELECT MR. P.A. WALKER AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION
PROPOSAL #7.: ELECT MR. H.T. STITZER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. J.R. SYMONDS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
PROPOSAL #S.10: APPROVE TO RENEW THE POWER CONFERRED ON ISSUER YES FOR N/A
THE DIRECTORS BY PARAGRAPH 4.3 OF ARTICLE 4 OF THE
COMPANY'S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON
19 JAN 2006, WHICHEVER IS EARLIER AND FOR SUCH PERIOD
THE MAXIMUM AMOUNT OF EQUITY SECURITIES WHICH THE
DIRECTORS MAY SO ALLOT IN ACCORDANCE WITH PARAGRAPH 4.4
(C) OF ARTICLE 4 SECTION 95 PRESCRIBED AMOUNT REFERRED
TO IN ARTICLE 4.4(C) SHALL BE GBP 44,234,986
PROPOSAL #S.11: AMEND ARTICLE 46.1 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY
PROPOSAL #S.12: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 AS
AMENDED OF UP TO 305,752,223 OF ITS ORDINARY SHARES OF
28 101/108 PENCE EACH, AT A MINIMUM PRICE OF 28 101/108
PENCE FOR AN ORDINARY SHARE AND UP TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
PROPOSAL #13.: AMEND THE DIAGEO LONG TERM INCENTIVE PLAN ISSUER YES FOR N/A
IN ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION 11
PROPOSAL #14.: AUTHORIZE THE BOARD TO AMEND THE DIAGEO ISSUER YES FOR N/A
EXECUTIVE SHARE OPTION PLAN IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
PROPOSAL #15.: AMEND THE DISCRETIONARY INCENTIVE PLAN IN ISSUER YES FOR N/A
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO
THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION 11
PROPOSAL #16.: AUTHORIZE THE BOARD TO AMEND THE DIAGEO ISSUER YES FOR N/A
2001 SHARE INCENTIVE PLAN IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
PROPOSAL #17.: AUTHORIZE THE BOARD TO AMEND THE UK ISSUER YES FOR N/A
SHARESAVE SCHEME 2000 IN ACCORDANCE WITH THE SCHEDULE OF
AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO THE
PASSING OF RESOLUTION 11
PROPOSAL #18.: AUTHORIZE THE BOARD TO AMEND THE DIAGEO ISSUER YES FOR N/A
1999 IRISH SHARESAVE SCHEME IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
PROPOSAL #19.: AMEND THE DIAGEO LONG TERM INCENTIVE PLAN ISSUER YES FOR N/A
IN ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL LIMIT ON
ANNUAL AWARDS UNDER THE LONG TERM INCENTIVE PLAN IS
INCREASED TO 250% OF ANNUAL SALARY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DNB NOR ASA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. WIDAR SLEMDAL ANDERSEN AS A ISSUER NO N/A N/A
MEMBER TO THE SUPERVISORY BOARD
PROPOSAL #1.2: ELECT MR. ANNE CATHRINE FROSTRUP AS A ISSUER NO N/A N/A
MEMBER TO THE SUPERVISORY BOARD
PROPOSAL #1.3: ELECT MR. ELISABETH GRAENDSEN AS A MEMBER ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD
PROPOSAL #1.4: ELECT MR. KNUT HARTVIG JOHANNSON AS A ISSUER NO N/A N/A
MEMBER TO THE SUPERVISORY BOARD
PROPOSAL #1.5: ELECT MR. ERIK STURE LARRE SR AS A MEMBER ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD
PROPOSAL #1.6: ELECT MR. OLE-EIRIK LEROY AS A MEMBER TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #1.7: ELECT MR. TROND MOHN AS A MEMBER TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #1.8: ELECT MR. ANITA ROARSEN AS A MEMBER TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #1.9: ELECT MR. BENEDICTE BERG SCHILBRED AS A ISSUER NO N/A N/A
MEMBER TO THE SUPERVISORY BOARD
PROPOSAL #1.10: ELECT MR. JORGEN TOMMERAS AS A MEMBER TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #1.11: ELECT MR. DAG J. OPEDAL, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2006
PROPOSAL #1.12: ELECT MR. ERIK BUCHMANN, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.13: ELECT MR. TURID DANKERTSEN, AS THE ISSUER NO N/A N/A
DEPUTY TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE
UNTIL THE AGM IN 2007
PROPOSAL #1.14: ELECT MR. ROLF DOMSTEIN, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.15: ELECT MR. JAN-ERIK DYVI, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.16: ELECT MR. EVA GRANLY FREDRIKSEN, AS THE ISSUER NO N/A N/A
DEPUTY TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE
UNTIL THE AGM IN 2007
PROPOSAL #1.17: ELECT MR. HARRIET HAGAN, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.18: ELECT MR. ROLF HODNE, AS THE DEPUTY TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.19: ELECT MR. LIV JOHANNSON, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.20: ELECT MR. HERMAN MEHREN, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.21: ELECT MR. AAGE MOST, AS THE DEPUTY TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.22: ELECT MR. EINAR NISTAD, AS THE DEPUTY TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.23: ELECT MR. ASBJORN OLSEN, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.24: ELECT MR. ODDBJORN PAULSEN, AS THE ISSUER NO N/A N/A
DEPUTY TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE
UNTIL THE AGM IN 2007
PROPOSAL #1.25: ELECT MR. ARTHUR SLETTEBERG, AS THE ISSUER NO N/A N/A
DEPUTY TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE
UNTIL THE AGM IN 2007
PROPOSAL #1.26: ELECT MR. BIRGER SOLBERG, AS THE DEPUTY ISSUER NO N/A N/A
TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.27: ELECT MR. TOVE STORRODVANN, AS THE ISSUER NO N/A N/A
DEPUTY TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE
UNTIL THE AGM IN 2007
PROPOSAL #1.28: ELECT MR. ANNE BJORG THOEN, AS THE ISSUER NO N/A N/A
DEPUTY TO THE SUPERVISORY BOARD WITH A TERM OF OFFICE
UNTIL THE AGM IN 2007
PROPOSAL #1.29: ELECT MR. LARS WENAAS, AS THE DEPUTY TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD WITH A TERM OF OFFICE UNTIL THE
AGM IN 2007
PROPOSAL #1.30: ELECT MR. HANNE RIGMOR EGENAESS WIIG, AS ISSUER NO N/A N/A
THE DEPUTY TO THE SUPERVISORY BOARD WITH A TERM OF
OFFICE UNTIL THE AGM IN 2007
PROPOSAL #2.1: ELECT MR. HELGE B. ANDRESEN, AS THE ISSUER NO N/A N/A
MEMBER TO THE CONTROL COMMITTEE UNTIL THE AGM IN 2007
PROPOSAL #2.2: ELECT MR. FRODE HASSEL, AS THE MEMBER TO ISSUER NO N/A N/A
THE CONTROL COMMITTEE UNTIL THE AGM IN 2007
PROPOSAL #2.3: ELECT MR. KRISTIN NORMANN, OSLO, AS THE ISSUER NO N/A N/A
MEMBER TO THE CONTROL COMMITTEE UNTIL THE AGM IN 2007
PROPOSAL #2.4: ELECT MR. THORSTEIN OVERLAND, AS THE ISSUER NO N/A N/A
MEMBER TO THE CONTROL COMMITTEE UNTIL THE AGM IN 2007
PROPOSAL #2.5: ELECT MR. SVEIN BRUSTAD, AS THE DEPUTY TO ISSUER NO N/A N/A
THE CONTROL COMMITTEE UNTIL THE AGM IN 2007
PROPOSAL #2.6: ELECT MR. ANITA ROARSEN, AS THE DEPUTY TO ISSUER NO N/A N/A
THE CONTROL COMMITTEE UNTIL THE AGM IN 2007
PROPOSAL #3.1: ELECT MR. PER OTTERDAHL MOLLER, AS THE ISSUER NO N/A N/A
MEMBER TO THE ELECTION COMMITTEE
PROPOSAL #3.2: ELECT MR. BENEDICTE BERG SCHILBRED, AS ISSUER NO N/A N/A
THE MEMBER TO THE ELECTION COMMITTEE
PROPOSAL #4.: APPROVE THAT THE SUPERVISORY BOARD HAS ISSUER NO N/A N/A
EXAMINED THE PROPOSAL FOR THE ANNUAL ACCOUNTS FOR 2004
AS WELL AS THE PROPOSED ALLOCATION OF THE PROFIT FOR THE
YEAR, INCLUDING THE DISTRIBUTION OF A DIVIDEND OF NOK
2.55 PER SHARE TO REGISTERED SHAREHOLDERS AS AT 21 APR
2005, TO BE DISTRIBUTED AS FROM 10 MAY 2005 AND
RECOMMENDS THAT THE GENERAL MEETING APPROVE THE BOARD OF
DIRECTORS PROPOSAL FOR THE 2004 ANNUAL REPORT AND
ACCOUNTS, INCLUDING THE DISTRIBUTION OF DIVIDENDS; THE
SHARES IN DNB NOR ASA WILL BE QUOTED EX-DIVIDEND ON 22
APR 2005
PROPOSAL #5.: APPROVE THE STATUTORY AUDITOR'S ISSUER NO N/A N/A
REMUNERATION FOR 2004 OF NOK 450,000 FOR DNB NOR ASA
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ACHIEVE AN OPTIMAL LEVEL OF EQUITY, OF DNB NOR ASA TO
ACQUIRE OWN SHARES FOR A TOTAL FACE VALUE OF UP TO NOK
1,339,089, 894, CORRESPONDING TO 10 % OF SHARE CAPITAL.
THE SHARES MAY BE PURCHASED THROUGH THE STOCK MARKET,
EACH SHARE MAY BE PURCHASED AT PRICES BETWEEN NOK 10 AND
NOK 100 AUTHORITY IS VALID FOR A PERIOD OF 12 MONTHS
ACQUIRED SHARES SHALL BE SOLD IN ACCORDANCE WITH
REGULATIONS ON THE REDUCTION OF CAPITAL
PROPOSAL #7.: AMEND ARTICLE 2-2, 3-1, 3-5, 6-1 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION
PROPOSAL #8.: APPROVE THE INSTRUCTION FOR THE ELECTION ISSUER NO N/A N/A
COMMITTEE
PROPOSAL #9.: APPROVE THE INFORMATION ON CORPORATE ISSUER NO N/A N/A
GOVERNANCE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DORAL FINANCIAL CORPORATION
TICKER: DRL CUSIP: 25811P100
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD F. BONINI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SALOMON LEVIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER A. HOFFMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN L. ERNST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD D. VICENTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EFRAIM KIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDGAR M. CULLMAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. HUGHES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ZOILA LEVIS ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DOW JONES & COMPANY, INC.
TICKER: DJ CUSIP: 260561105
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DIETER VON HOLTZBRINCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VERNON E. JORDAN, JR. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: PETER R. KANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL B. ELEFANTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. PETER MCPHERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEWIS B. CAMPBELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE HILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELIZABETH STEELE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER BANCROFT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR. ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AUDITORS FOR 2005. ISSUER YES FOR FOR
PROPOSAL #03: AMENDMENTS TO THE COMPANY'S 2001 LONG-TERM ISSUER YES FOR FOR
INCENTIVE PLAN TO INCREASE THE SHARES RESERVED FOR
ISSUANCE FROM 9,000,000 TO 10,500,000 SHARES AND TO
INCREASE THE SHARES AVAILABLE FOR GRANTS OF STOCK-BASED
AWARDS FROM 2,100,000 TO 3,500,000 SHARES.
PROPOSAL #04: AMENDMENT TO THE CERTIFICATE OF ISSUER YES AGAINST AGAINST
INCORPORATION TO REDUCE THE THRESHOLD AT WHICH CLASS B
COMMON STOCK IS AUTOMATICALLY CONVERTED INTO COMMON
STOCK FROM 12,000,000 TO 7,500,000 SHARES.
PROPOSAL #05: AMENDMENTS TO (I) THE BYLAWS SUCH THAT NO ISSUER YES FOR FOR
MEMBER OF MANAGEMENT OR BANCROFT FAMILY REP MAY BECOME A
DIRECTOR UNLESS THEREAFTER A MAJORITY OF DIRECTORS WILL
BE NEITHER MEMBERS OF MANAGEMENT NOR BANCROFT FAMILY
REPS AND (II) THE CERTIFICATE OF INCORPORATION TO
REQUIRE EITHER A SEPARATE VOTE OF EACH CLASS OF STOCK OR
A VOTE OF 80% OF DIRECTORS TO CHANGE THE FOREGOING.
PROPOSAL #06: AMENDMENTS TO (I) THE BYLAWS TO FIX THE ISSUER YES FOR FOR
SIZE OF THE BOARD AT SIXTEEN (II) THE CERTIFICATE OF
INCORPORATION TO REQUIRE EITHER A SEPARATE VOTE OF EACH
CLASS OF STOCK OR A VOTE OF 80% OF THE DIRECTORS TO
CHANGE THE FOREGOING AND (III) THE CERTIFICATE OF
INCORPORATION AND BYLAWS TO INCREASE TO SEVEN THE
DIRECTORS TO BE ELECTED BY HOLDERS OF COMMON STOCK
VOTING SEPARATELY.
PROPOSAL #07: STOCKHOLDER PROPOSAL TO SEPARATE THE SHAREHOLDER YES AGAINST FOR
POSITIONS OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: E.BISCOM SPA, MILANO
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/30/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE BOARDS APPOINTMENT AND THEIR ISSUER NO N/A N/A
REMUNERATION
PROPOSAL #E.1: AMEND THE STATUTE ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 1,549,010,497.05 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-
DIVIDEND AND PAYABLE DATE: 28 APR 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS, ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE COMPANY'S SHARE CAPITAL BY UP TO EUR 540,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 27 APR 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS FOR A
CAPITAL INCREASE AGAINST PAYMENT IN CASH; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO BOND
HOLDERS, FOR A CAPITAL INCREASE OF UP TO 10% OF THE
SHARE CAPITAL IF THE NEW SHARES ARE ISSUED AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, AND FOR THE
ISSUE OF SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, OR AGAINST PAYMENT IN KIND; AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS: ISSUER NO N/A N/A
TO ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL, ON OR BEFORE 27 OCT 2006; THE SHARES MAY
BE ACQUIRED THROUGH THE STOCK EXCHANGE AT A PRICE
NEITHER MORE THAN 10% ABOVE NOR MORE THAN 20% BELOW THE
MARKET PRICE OF THE SHARES, BY WAY OF A PUBLIC
REPURCHASE OFFER TO ALL SHAREHOLDERS OR BY MEANS OF A
PUBLIC OFFER FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE
ADMITTED TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE OF THE
SHARES, AND BY USING DERIVATIVES IN THE FORM OF CALL OR
PUT OPTIONS IF THE EXERCISE PRICE IS NEITHER MORE THAN
10% ABOVE NOR MORE THAN 20% BELOW THE MARKET PRICE OF
THE SHARES; TO DISPOSE OF THE SHARES IN A MANNER OTHER
THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, USED FOR ACQUISITION PURPOSES OR FOR
SATISFYING EXISTING OPTION AND CONVERSION RIGHTS, OR
ISSUED TO THE COMPANY'S AND ITS AFFILIATES EMPLOYEES;
THE SHARES MAY ALSO BE RETIRED
PROPOSAL #7.: APPROVE THE CONTROL AND PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED E.ON
FINANZANLAGEN GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB
2005, UNTIL AT LEAST 31 DEC 2010
PROPOSAL #8.: APPROVE THAT, FROM THE 2005 FY, THE ISSUER NO N/A N/A
MEMBERS OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 55,000, A VARIABLE
REMUNERATION OF EUR 115 FOR EVERY EUR 0.01 OF THE
DIVIDEND PAYMENT PER SHARE IN EXCESS OF EUR 0.10, AND AN
ADDITIONAL VARIABLE REMUNERATION OF EUR 70 FOR EVERY
EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS OF EUR
2.30; AND AMEND THE CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #9.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF
SHAREHOLDERS MEETINGS UMAG , AS FOLLOWS: SECTION 15,
REGARDING SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS ARE
REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING TO
ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED TO
REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR ENGLISH OF
THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS MEETING OR
TO EXERCISE THEIR VOTING RIGHTS
PROPOSAL #10.: APPOINT PWC DEUTSCHE REVISION AG AS THE ISSUER NO N/A N/A
AUDITORS FOR THE FY 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EAST JAPAN RAILWAY CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY3000, FINAL JY 3500,
SPECIAL JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EDGARS CONS STORES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE YE 27 MAR 2004
PROPOSAL #2.1: APPROVE THE REMUNERATION FOR THE ISSUER YES FOR N/A
DIRECTORS FOR 2004 AS REFLECTED IN NOTE 6 TO THE ANNUAL
FINANCIAL STATEMENTS
PROPOSAL #2.2.1: APPROVE THE FEES PAYABLE TO THE NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR FOR 2005
PROPOSAL #2.2.2: APPROVE THE FEES PAYABLE TO THE ISSUER YES FOR N/A
CHAIRMAN OF THE BOARD AT ZAR 250,000 PER ANNUM
PROPOSAL #2.2.3: APPROVE THE FEES PAYABLE TO THE ISSUER YES FOR N/A
CHAIRMAN OF THE AUDIT AND RISK COMMITTEE AT ZAR 100,000
PER ANNUM
PROPOSAL #2.2.4: APPROVE THE FEES PAYABLE TO THE ISSUER YES FOR N/A
CHAIRMAN OF THE REMUNERATION AND NOMINATIONS COMMITTEE
AT ZAR 50,000 PER ANNUM
PROPOSAL #2.2.5: APPROVE THE FEES PAYABLE TO THE MEMBERS ISSUER YES FOR N/A
OF THE BOARD AT ZAR 90,000 PER ANNUM
PROPOSAL #2.2.6: APPROVE THE FEES PAYABLE TO THE MEMBERS ISSUER YES FOR N/A
OF THE REMUNERATION AND THE NOMINATIONS COMMITTEE AT
ZAR 20,000 PER ANNUM
PROPOSAL #2.2.7: APPROVE THE FEES PAYABLE TO THE MEMBERS ISSUER YES FOR N/A
OF THE CUSTOMER SERVICE COMMITTEE AT ZAR 20,000 PER
ANNUM
PROPOSAL #2.2.8: APPROVE THE FEES PAYABLE TO THE MEMBERS ISSUER YES FOR N/A
OF THE TRANSFORMATION COMMITTEE AT ZAR 20,000 PER ANNUM
PROPOSAL #3.1.1: RE-ELECT MS. Z.B. EBRAHIM AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.1.2: RE-ELECT MS. T.N. EBOKA AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.1.3: RE-ELECT MR. A.J. AARON AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.1.4: RE-ELECT MR. P.L. WILMOT AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.1.5: RE-ELECT MR. J.L. SPOTTS AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.2.1: RE-ELECT MR. S.D.M. ZUNGU AS THE ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR, WHO RETIRES IN TERMS
OF THE COMPANY'S ARTICLES
PROPOSAL #4.1O1: APPROVE TO PLACE ALL THE 7,374,900 ISSUER YES FOR N/A
UNISSUED SHARES IN THE CAPITAL OF THE COMPANY AT THE
DISPOSAL AND UNDER THE CONTROL OF THE DIRECTORS OF THE
COMPANY, AND AUTHORIZE THE DIRECTORS, SUBJECT TO THE
PROVISIONS OF THE COMPANIES ACT 1973, TO ISSUE SUCH
SHARES TO SUCH PERSON OR PERSONS ON SUCH TERMS AND
CONDITIONS AS THEY DETERMINE; THIS AUTHORITY RENEWS THE
GENERAL AUTHORITY GIVEN ON 14 JUL 1999 AND RENEWED ON 16
JUL 2003
PROPOSAL #4.2S1: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION BY DELETING THE EXISTING ARTICLE 53 IN ITS
ENTIRETY AND REPLACING IT WITH A NEW ARTICLE 53
PROPOSAL #4.3S2: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION BY DELETING THE EXISTING ARTICLE 54 IN ITS
ENTIRETY AND REPLACING IT WITH A NEW ARTICLE 54
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EIRCOM GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/13/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS AND THE INDEPENDENT
AUDITORS REPORT ON THE FINANCIAL STATEMENTS FOR THE FYE
31 MAR 2004
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE FYE 31 MAR 2004
PROPOSAL #3.: RE-ELECT SIR ANTHONY JOHN FRANCIS O ISSUER YES FOR N/A
REILLY AS A DIRECTOR
PROPOSAL #4.: RE-ELECT MR. CON SCANLON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT DR. PHILIP NOLAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. JOHN CONROY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. PETER EUGENE LYNCH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-ELECT MR. DONALD AIDAN ROCHE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE-ELECT MR. DIDIER JEAN CLAUDE DELEPINE ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #10.: RE-ELECT MR. KEVIN CHRISTOPHER MELIA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #11.: RE-ELECT MR. MAURICE ALAN PRATT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #12.: RE-ELECT MR. PADRAIC JOSEPH O CONNOR AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #13.: RE-ELECT MR. DAVID FRANCIS MCREDMOND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #14.: RE-ELECT MR. CATHAL GERARD MAGEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #15.: RE-ELECT MR. IRIAL FINAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #16.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #17.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #18.: APPROVE TO RENEW THE AUTHORITY CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS BY ARTICLE 12 OF THE COMPANY'S ARTICLES
OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OR 15 MONTHS ; AND FOR THAT
PRESCRIBED PERIOD THE SECTION 80 AMOUNT SHALL BE EUR
24,763,388 ONE THIRD OF THE ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY
PROPOSAL #S.19: APPROVE TO RENEW THE AUTHORITY CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS BY ARTICLE 13 OF THE COMPANY'S
ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR 15 MONTHS ; AND FOR
THAT PRESCRIBED PERIOD THE SECTION 89 AMOUNT SHALL BE
EUR 3,714,508 5% OF THE ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY, CALCULATED EXCLUSIVE OF TREASURY SHARES
HELD BY THE COMPANY
PROPOSAL #S.20: AUTHORIZE THE COMPANY TO PURCHASE ITS ISSUER YES FOR N/A
OWN FULLY-PAID ORDINARY SHARES OF EUR 0.10 EACH BY WAY
OF MARKET PURCHASES SECTION 163(3) OF THE UK COMPANIES
ACT 1985 OF UP TO 74,290,165 ORDINARY SHARES OF EUR
0.10 EACH WITH THE COMPANY, AT A MINIMUM PRICE FOR EACH
ORDINARY SHARE OF EUR 0.10 EACH IS EUR 0.10 PER SHARE
AND NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET
QUOTATIONS AS PUBLISHED IN THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
OF EUR 0.10 EACH WHERE THE PURCHASE WILL OR MAY BE
COMPLETED, EITHER FULLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELISA CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ENDING OF FINANCIAL STATEMENTS ISSUER NO N/A N/A
AFTER COMPLETION OF MERGER AND CLARIFICATION ON
ALLOCATION OF MERGER CONSIDERATION
PROPOSAL #2.: GRANT DISCHARGE TO THE MEMBERS OF BOARD OF ISSUER NO N/A N/A
DIRECTORS AND CEO FROM THE LIABILITY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EMI GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/13/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND THE ISSUER YES FOR N/A
FINANCIAL STATEMENTS FOR THE YE 31 MAR 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 6.0P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 MAR 2004
PROPOSAL #4.: RE-ELECT MR. M. N. BANDIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. K.A. O DONOVAN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: ELECT MRS. J. GLLDERSLEEVE AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: ELECT MRS. S. BAILEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITOR UNTIL THE CONCLUSION THE OF THE NEXT AGM AT
WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITOR
PROPOSAL #10: AUTHORIZE THE DIRECTORS, BY ARTICLE 14 OF ISSUER YES FOR N/A
THE COMPANY'S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT
SECURITIES OF GBP 42,090,018 SECTION 80 AMOUNT ;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2005 OR 12 OCT 2005
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 10, TO ALLOT EQUITY SECURITIES FOR
CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) CONFERRED ON THE DIRECTORS BY ARTICLE
14(B) OF THE COMPANY'S ARTICLES OF ASSOCIATION, AN
AMOUNT OF GBP 5,520,198 SECTION 89 AMOUNT ; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2005 OR 12 OCT 2005 ; AND AMEND THE ARTICLE
14(B) BY DELETING THE WORDS PURSUANT TO AND WITH IN THE
TERMS OF THE SAID AUTHORITY SUBSTITUTING WITH THE
WORDS PURSUANT TO AND WITHIN THE TERMS OF THE SAID
AUTHORITY OR BY WAY OF SALES OF TREASURY SHARES, OR BOTH
PROPOSAL #S.12: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITY CONTAINED IN ITS ARTICLES OF ASSOCIATION, TO
MAKE MARKET PURCHASES SECTION 163(3) OF UP TO A
MAXIMUM 78,859,975 ORDINARY SHARES OF 14P EACH, AT A
MINIMUM PRICE NOT LESS THAN 14P PER ORDINARY SHARE AND
NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2005 OR 12 OCT
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #13.: AUTHORIZE THE DIRECTORS TO AMEND THE EMI ISSUER YES AGAINST N/A
GROUP SAVINGS-RELATED OPTION SCHEME WHICH WAS ORIGINALLY
APPROVED BY SHAREHOLDERS ON 15 JUL 1994 SO AS TO PERMIT
OPTIONS BE GRANTED UNDER THAT SCHEME UNTIL 12 JUL 2014
PROPOSAL #14.: APPROVE THE EMI GROUP SHARE INCENTIVE ISSUER YES AGAINST N/A
PLAN AND AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND
THINGS AS THEY CONSIDER NECESSARY TO CARRY THE SIP INTO
EFFECT, INCLUDING MAKING SUCH AMENDMENTS AS NECESSARY TO
OBTAIN THE APPROVE OF THE INLAND REVENUE AND/OR SUCH
OTHER APPROVAL AS THE DIRECTORS CONSIDER NECESSARY OR
DESIRABLE AND TO ESTABLISH SUCH SCHEDULES TO THE SIP
AND/OR SUCH OTHER SCHEMES BASED ON THE SIP, BUT MODIFIED
TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL,
SECURITIES LAWS OR OTHER RELEVANT LEGISLATION OR
REGULATIONS OUTSIDE THE UK, PROVIDED THAT NAY SHARES
MADE AVAILABLE UNDER SUCH SCHEDULES OR OTHER SCHEMES
MUST BE TREATED AS COUNTING AGAINST THE RELEVANT
INDIVIDUAL OR OVERALL DILUTION LIMITS IN THE SIP
PROPOSAL #15: AUTHORIZE THE EMI GROUP PLC: I) TO MAKE ISSUER YES ABSTAIN N/A
DONATIONS TO EU POLITICAL ORGANIZATIONS OF NO MORE THAN
GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL
EXPENDITURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED
THAT, THE AGGREGATE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURRED BY
EMI GROUP PLC AND OF ITS SUBSIDIARIES NOT EXCEED GBP
50,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE 2005 AGM OR 12 OCT 2005
PROPOSAL #16.: AUTHORIZE THE EMI MUSIC LIMITED TO : I) ISSUER YES ABSTAIN N/A
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS OF NO MORE
THAN GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL
EXPENDITURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED
THAT, THE AGGREGATE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURRED BY
EMI GROUP PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP
50,000; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE 2005 AGM OR 12 OCT 2005
PROPOSAL #17.: AUTHORIZE THE EMI RECORDS LIMITED TO : I) ISSUER YES ABSTAIN N/A
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS OF NO MORE
THAN GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL
EXPENDITURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED
THAT, THE AGGREGATE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURRED BY
EMI GROUP PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP
50,000; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE 2005 AGM OR 12 OCT 2005
PROPOSAL #18.: AUTHORIZE THE EMI MUSIC PUBLISHING ISSUER YES ABSTAIN N/A
LIMITED TO : I) MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS OF NO MORE THAN GBP 50,000 IN TOTAL; AND
II) INCUR EU POLITICAL EXPENDITURE OF NO MORE THAN GBP
50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND EU POLITICAL
EXPENDITURE INCURRED BY EMI GROUP PLC AND ALL OF ITS
SUBSIDIARIES NOT EXCEED GBP 50,000; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE 2005 AGM OR 12 OCT
2005
PROPOSAL #19.: AUTHORIZE THE VIRGIN RECORDS LIMITED TO : ISSUER YES ABSTAIN N/A
I) MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS OF NO
MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR EU
POLITICAL EXPENDITURE OF NO MORE THAN GBP 50,000 IN
TOTAL PROVIDED THAT, THE AGGREGATE DONATIONS TO EU
POLITICAL ORGANIZATIONS AND EU POLITICAL EXPENDITURE
INCURRED BY EMI GROUP PLC AND ALL OF ITS SUBSIDIARIES
NOT EXCEED GBP 50,000; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE 2005 AGM OR 12 OCT 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENCANA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. MICHAEL N. CHERNOFF AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. RALPH S. CUNNINGHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. PATRICK D. DANIEL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. WILLIAM R. FATT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. MICHAEL A. GRANDIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. BARRY W. HARRISON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. DALE A. LUCAS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. KEN F. MCCREADY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. GWYN MORGAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. VALERIE A.A. NIELSEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. DAVID P. O BRIEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. JANE L. PEVERETT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. DENNIS A. SHARP AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: ELECT MR. JAMES M. STANFORD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
CHARTERED ACCOUNTANTS, CALGARY, ALBERTA, AS THE AUDITORS
OF THE CORPORATION UNTIL THE CLOSE OF THE NEXT ANNUAL
MEETING AND AUTHORIZE THE DIRECTORS OF THE CORPORATION
TO FIX THEIR REMUNERATION
PROPOSAL #3.: APPROVE AND RATIFY THE AMENDMENT OF THE ISSUER YES FOR N/A
CORPORATION'S KEY EMPLOYEE STOCK OPTION PLAN TO INCREASE
THE MAXIMUM FIXED NUMBER OF COMMON SHARES ISSUABLE
PURSUANT TO OPTIONS GRANTED THERE UNDER BY 10,000,000
COMMON SHARES
PROPOSAL #S.4: AMEND, PURSUANT TO SECTION 173 OF THE ISSUER YES FOR N/A
CANADA BUSINESS CORPORATIONS ACT THE ACT , THE ARTICLES
OF THE CORPORATION TO SUBDIVIDE THE ISSUED AND
OUTSTANDING COMMON SHARES ON A TWO-FOR-ONE BASIS; AND
AUTHORIZE ANY ONE OF THE DIRECTORS OR OFFICERS OF THE
CORPORATION HEREBY AUTHORIZED TO SIGN ALL SUCH
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ARTICLES OF
AMENDMENT, AND TO DO ALL SUCH ACTS AND THINGS,
INCLUDING, WITHOUT LIMITATION, DELIVERING SUCH ARTICLES
OF AMENDMENT TO THE DIRECTOR UNDER THE ACT, AS SUCH
DIRECTOR OR OFFICER DETERMINES, IN HIS OR HER
DISCRETION, TO BE NECESSARY OR ADVISABLE IN ORDER TO
PROPERLY IMPLEMENT AND GIVE EFFECT TO THE FOREGOING; THE
DIRECTORS OF THE CORPORATION MAY, IN THEIR DISCRETION,
WITHOUT FURTHER APPROVAL OF THE SHAREHOLDERS, REVOKE
THIS SPECIAL RESOLUTION AT ANY TIME BEFORE THE ISSUE OF
A CERTIFICATE OF AMENDMENT IN RESPECT OF THE FOREGOING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI SPA, ROMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AS OF 31 ISSUER NO N/A N/A
DEC 2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL
STATEMENT AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE EXTERNAL
AUDITORS
PROPOSAL #2.: APPROVE THE ALLOCATION OF EARNINGS ISSUER NO N/A N/A
PROPOSAL #3.: GRANT AUTHORITY TO BUY BACK OWN SHARES ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE DISPOSAL OF OWN SHARES IN ISSUER NO N/A N/A
SERVICE OF A STOCK OPTION PLAN TO THE MANAGERS OF THE
GROUP
PROPOSAL #5.: APPROVE THE NUMBER OF THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #6.: APPROVE TO ESTABLISH THE DURATION OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #7.: APPOINT MR. ALBERTO CLO, MR. RENZO COSTI ISSUER NO N/A N/A
AND MR. MARCO REBOA PRESENTED BY FINECO ASSET MANAGEMENT
SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA, BNL
GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR SPA, ERSEL
ASSET MANAGEMENT SGR SPA, RAS ASSET MANAGEMENT SGR SPA,
HERMES ADMINISTRATION SERVICES LIMITED, MEDIOLANUM
INTERNATIONAL FUNDS LIMITED, MEDIOLANUM GESTIONE FONDI
SGR SPA, MONTE PASCHI ASSET MANAGEMENT SGR SPA, NEXTRA
INVESTMENT MANAGEMENT SGR SPA, PIONEER ASSET MANAGEMENT
SA, PIONEER INVESTMENT MANAGEMENT SGR SPA, ALETTI
GESTIELLE SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT SGR
SPA, HOLDING MORE THAN 1% OF STOCK CAPITAL AND APPOINT
MR.ROBERTO POLI CHAIRMAN , MR. DARIO FRUSCIO, MR.
MARCO PINTO, MARIO RESCA, MR. PAOLO SCARONI, MR.
PIERLUIGI SCIBETTA PRESENTED BY MINISTRY OF FINANCE,
HOLDING 20,31% OF STOCK CAPITAL AS A DIRECTORS
PROPOSAL #8.: APPOINT THE CHAIRMAN OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #9.: APPROVE THE REWARDS FOR THE CHAIRMAN OF ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #10.: APPOINT MR. GIORGIO SILVA, MR. RICCARDO ISSUER NO N/A N/A
PEROTTA AND MR. MASSIMO GENTILE ALTERNATIVE AUDITOR
PRESENTED BY CANDIDATES PRESENTED BY FINECO ASSET
MANAGEMENT SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR
SPA, BNL GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR
SPA, ERSEL ASSET MANAGEMENT SGR SPA, RAS ASSET
MANAGEMENT SGR SPA, HERMES ADMINISTRATION SERVICES
LIMITED, MEDIOLANUM INTERNATIONAL FUNDS LIMITED,
MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE PASCHI ASSET
MANAGEMENT SGR SPA, NEXTRA INVESTMENT MANAGEMENT SGR
SPA, PIONEER ASSET MANAGEMENT SA, PIONEER INVESTMENT
MANAGEMENT SGR SPA, ALETTI GESTIELLE SGR SPA, SAN PAOLO
IMI ASSET MANAGEMENT SGR SPA, HOLDING MORE THAN 1% OF
STOCK CAPITAL AND APPOINT MR. PAOLO COLOMBO CHAIRMAN ,
MR. FILIPPO DUODO, MR. EDOARDO GRISOLIA AND MR.
FRANCESCO BILOTTI ALTERNATIVE AUDITOR PRESENTED BY THE
MINISTRY OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS
THE INTERNAL AUDITORS
PROPOSAL #11.: APPOINT THE CHAIRMAN OF BOARD OF AUDITORS ISSUER NO N/A N/A
PROPOSAL #12.: APPROVE THE REWARDS FOR THE CHAIRMAN OF ISSUER NO N/A N/A
BOARD OF AUDITORS AND THE STATUTORY AUDITORS
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ISSUER: ENKA INSAAT VE SANAYI A.S
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CONSTITUTION OF THE PRESIDING COMMITTEE ISSUER NO N/A N/A
PROPOSAL #2.: AUTHORIZE THE PRESIDING COMMITTEE TO SIGN ISSUER NO N/A N/A
THE MEETING MINUTES
PROPOSAL #3.: RECEIVE AND DISCUSS THE YEAR 2004 BOARD OF ISSUER NO N/A N/A
DIRECTORS AND AUDITOR REPORTS, ANDTHE BALANCE SHEET AND
PROFIT AND LOSS STATEMENT
PROPOSAL #4.: RECEIVE THE INDEPENDENT AUDITOR REPORT ISSUER NO N/A N/A
PROPOSAL #5.: ACKNOWLEDGE THE DONATIONS MADE DURING THE ISSUER NO N/A N/A
YEAR
PROPOSAL #6.: RATIFY THE YEAR 2004 BALANCE SHEET AND ISSUER NO N/A N/A
PROFIT AND LOSS STATEMENT AND DISCHARGE THE MEMBERS OF
THE BOARD OF DIRECTORS AND AUDITORS
PROPOSAL #7.: APPROVE THE AMENDMENT OF THE ARTICLE 27 ON ISSUER NO N/A N/A
THE VOTING RIGHTS IN THE GENERAL ASSEMBLY AND THE
ARTICLE 6 ON THE CAPITAL AND ADDITION OF THE TEMPORARY
ARTICLE 1 TO THE ARTICLES OF ASSOCIATION, ACCORDING TO
THE APPROVAL OF THE CAPITAL MARKET COMMITTEE AND T.R.
MINISTRY OF INDUSTRY AND COMMERCE
PROPOSAL #8.: ELECT THE MEMBERS OF THE BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #9.: APPOINT THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #10.: DETERMINE THE REMUNERATION OF THE MEMBERS ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS AND AUDITORS
PROPOSAL #11.: DECIDE ON THE YEAR 2004 BALANCE SHEET ISSUER NO N/A N/A
PROFIT DISTRIBUTION
PROPOSAL #12.: RATIFY THE APPOINTMENT OF THE INDEPENDENT ISSUER NO N/A N/A
AUDIT FIRM
PROPOSAL #13.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO EXERCISE THEIR RIGHTS SUBJECT TO THE
ARTICLES 334 AND 335 OF THE TURKISH COMMERCE CODE
PROPOSAL #14.: WISHES AND SUGGESTIONS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENODIS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE YE 02 OCT 2004 TOGETHER WITH THE DIRECTORS
REPORT AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 02 OCT 2004
PROPOSAL #3.: RE-APPOINT MR. J.J. ROSS AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH ARTICLE 95 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #4.: RE-APPOINT MR. M.R. ARROWSMITH AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 95 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #5.: RE-APPOINT MR. P.M. BROOKS AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH ARTICLE 98 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AND WHO RETIRES IN ACCORDANCE
WITH ARTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #6.: RE-APPOINT MR. R.C. EIMERS AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH ARTICLE 98 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AND WHO RETIRES IN ACCORDANCE
WITH ARTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
OF THE AUTHORITY GRANTED AT THE AGM ON 11 FEB 2004 AND
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985
ACT , TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF
THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
66,843,134.50; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 15
MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT OF THE COMPANY FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 9,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH AN
OFFER OF SECURITIES, OPEN FOR ACCEPTANCE FOR A FIXED
PERIOD BY THE DIRECTORS TO HOLDERS OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 10,026,470.00; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2006 OR
15 MONTHS ; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
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ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THAT: (A) THE ISSUED SHARE ISSUER YES FOR N/A
CAPITAL OF THE COMPANY BE REDUCED BY CANCELING THE PAID
UP CAPITAL TO THE EXTENT OF 40 PENCE ON EACH AND EVERY
ORDINARY SHARE OF 50 PENCE IN THE ISSUE; (B) THE NOMINAL
VALUE OF EACH AND EVERY ORDINARY SHARE OF 50 PENCE
WHETHER ISSUED OR UNISSUED BE REDUCED FROM 50 PENCE TO
10 PENCE; AND (C) THE WHOLE AMOUNT STANDING TO THE
CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY ON
THE DAY IMMEDIATELY PRECEDING THE DAY ON WHICH THE HIGH
COURT OF JUSTICE IN ENGLAND AND WALES MAKES AN ORDER
CONFIRMING THE REDUCTION OF CAPITAL BE CANCELLED
PROPOSAL #S.2: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY BY INSERTING NEW ARTICLE 50AAFTER THE EXISTING
ARTICLE 50
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENTERPRISE INNS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 8.4 PENCE PER ISSUER YES FOR N/A
SHARE
PROPOSAL #3.: RE-ELECT MR. TED TUPPEN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: RE-ELECT MR. DAVID GEORGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. JO STEWART AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. SUSAN MURRAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION
PROPOSAL #8.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #9.: APPROVE TO INCREASE THE REMUNERATION OF ISSUER YES FOR N/A
THE NON-EXECUTIVE DIRECTORS FROM GBP 200,000 TO GBP
500,000 PER ANNUM
PROPOSAL #10.: GRANT AUTHORITY FOR THE ISSUANCE OF ISSUER YES FOR N/A
EQUITY OR EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 5,825,084
PROPOSAL #11.: APPROVE THE ENTERPRISE INNS 2005 ANNUAL ISSUER YES FOR N/A
BONUS PLAN
PROPOSAL #12.: APPROVE ENTERPRISE INNS 2005 LONG-TERM ISSUER YES FOR N/A
INCENTIVE PLAN
PROPOSAL #13.: APPROVE ENTERPRISE INNS 2005 EMPLOYEE ISSUER YES FOR N/A
SHARE OPTION SCHEME
PROPOSAL #14.: APPROVE ENTERPRISE INNS 2005 SAVE AS YON ISSUER YES FOR N/A
EARN SCHEME
PROPOSAL #15.: APPROVE ENTERPRISE INNS 2005 SHARE ISSUER YES FOR N/A
INCENTIVE PLAN
PROPOSAL #S.16: GRANT AUTHORITY FOR ISSUANCE OF EQUITY ISSUER YES FOR N/A
OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS
UP TO AGGREGATE NOMINAL AMOUNT OF GBP 873,763
PROPOSAL #S.17: GRANT AUTHORITY FOR MARKET PURCHASES OF ISSUER YES FOR N/A
52,390,857 SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EOG RESOURCES, INC.
TICKER: EOG CUSIP: 26875P101
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRANK G. WISNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. STEVENS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK G. PAPA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A. ALCORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDMUND P. SEGNER, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD F. TEXTOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES R. CRISP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. LEIGHTON STEWARD ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT BY THE AUDIT ISSUER YES FOR FOR
COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE
LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AS AUDITORS FOR
THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2005.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES AGAINST AGAINST
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ON THE RENEWAL OF ITS POWERS WITH RESPECT TO
THE AUTHORIZED CAPITAL IN THE CASE OF A PUBLIC TAKE-OVER
BID PURSUANT TO ARTICLE 604 OF THE BELGIAN COMPANY CODE
PROPOSAL #I.2: APPROVE TO RENEW THE POWERS GIVEN TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE
COMPANY AFTER IT HAS RECEIVED NOTICE OF A PUBLIC TAKE-
OVER BID RELATING TO THE COMPANY; IN SUCH A CASE THE
BOARD OF DIRECTORS IS EXPRESSLY AUTHORIZED TO LIMIT OR
REVOKE THE PREFERENTIAL RIGHT OF THE SHAREHOLDERS, EVEN
IN FAVOR OF SPECIFIC PERSONS; AUTHORITY EXPIRES AT THE
END OF 3 YEARS ; AND AMEND ARTICLE 9 A OF THE ARTICLES
OF ASSOCIATION BY REPLACING THE LAST INDENT WITH NEW
TEXT AS SPECIFIED
PROPOSAL #II.1: APPROVE I) TO RENEW THE POWERS GIVEN TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY FOR A PERIOD OF 3 YEARS FROM THE DATE OF
THE PUBLICATION OF THIS AUTHORIZATION AS SPECIFIED WHEN
SUCH ACQUISITION OR TRANSFER IS NECESSARY IN ORDER TO
PREVENT SERIOUS AND IMMINENT DAMAGE TO THE COMPANY AND
II) AUTHORIZE THE DIRECT SUBSIDIARIES OF THE COMPANY,
FOR THE SAME PERIOD, TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY, AS SUCH SUBSIDIARIES ARE DEFINED BY LEGAL
PROVISIONS ON THE ACQUISITION OF SHARES OF THE PARENT
COMPANY BY ITS SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE
ARTICLES OF ASSOCIATION BY REPLACING THE 2ND AND 3RD
INDENTS WITH THE NEW TEXT AS SPECIFIED
PROPOSAL #II.2: AUTHORIZE THE BOARD OF DIRECTORS I) TO ISSUER NO N/A N/A
ACQUIRE SHARES OF THE COMPANY FOR A PERIOD OF 18 MONTHS
AND II) AUTHORIZE THE SAME PERIOD DIRECT SUBSIDIARIES OF
THE COMPANY, TO ACQUIRE SHARES OF THE COMPANY, AS SUCH
SUBSIDIARIES ARE DEFINED BY THE LEGAL PROVISIONS OF THE
ACQUISITION OF SHARES OF THE PARENT COMPANY BY ITS
SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE ARTICLES OF
ASSOCIATION BY REPLACING THE LAST INDENT WITH THE NEW
TEXT AS SPECIFIED
PROPOSAL #III.: AUTHORIZE THE BOARD OF DIRECTORS, WITH ISSUER NO N/A N/A
THE POWER TO SUB-DELEGATE, TO IMPLEMENT THE DECISIONS
TAKEN BY THE EGM OF SHAREHOLDERS, TO CO-ORDINATE THE
TEXT OF THE ARTICLES OF ASSOCIATION AS A RESULT OF THE
MODIFICATIONS AS SPECIFIED, AND CARRY OUT ALL NECESSARY
OR USEFUL FORMALITIES TO THAT EFFECT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MANAGEMENT REPORT OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS ON THE FYE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REPORTS OF THE STATUTORY ISSUER NO N/A N/A
AUDITORS ON THE FYE 31 DEC 2004
PROPOSAL #3.: APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS ISSUER NO N/A N/A
AS OF 31 DEC 2004
PROPOSAL #4.: APPROVE THE INFORMATION ON CORPORATE ISSUER NO N/A N/A
GOVERNANCE
PROPOSAL #5.: APPROVE THE ANNUAL ACCOUNTS AS OF 31 DEC ISSUER NO N/A N/A
2004 INCLUDING THE ALLOCATION OF PROFITS AND THE
DISTRIBUTION OF A GROSS DIVIDEND OF EUR 1.12 PER SHARE
PROPOSAL #6.: GRANT DISCHARGE OF LIABILITY OF PERSONS ISSUER NO N/A N/A
WHO SERVED AS DIRECTORS OF DELHAIZE GROUP SA DURING THE
FYE 31 DEC 2004
PROPOSAL #7.: GRANT DISCHARGE OF LIABILITY OF THE ISSUER NO N/A N/A
STATUTORY AUDITOR FOR THE FYE 31 DEC 2004
PROPOSAL #8.1: ACKNOWLEDGE THAT MR. LUC VANSTEENKISTE ISSUER NO N/A N/A
SATISFIES THE REQUIREMENT OF INDEPENDENCEAPPROVE THE
RESIGNATION OF MR. BARON GUI DE VAUCLEROY AS DIRECTOR AS
OF 31 DEC 2004
PROPOSAL #8.2: APPROVE THE RESIGNATION OF MR. BARON ISSUER NO N/A N/A
EDGAR-CHARLES DE COOMAN D HERLINCKHOVE AS DIRECTOR AS OF
31 DEC 2004
PROPOSAL #8.3: APPROVE THE RESIGNATION OF MR. FRANS ISSUER NO N/A N/A
VREYS AS DIRECTOR WITH EFFECT AT THE END OF THIS MEETING
PROPOSAL #8.4: APPROVE TO RENEW THE MANDATE OF MR. COUNT ISSUER NO N/A N/A
ARNOUD DE PRET ROOSE DE CALESBERG AS A DIRECTOR FOR A
PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF OGM AND
APPROVE THE ANNUAL ACCOUNTS RELATING TO THE FY 2007
PROPOSAL #8.5: APPOINT MR. LUC VANSTEENKISTE AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2007
PROPOSAL #8.6: APPOINT MR. JACQUES DE VANCLEROY AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2007
PROPOSAL #8.7: APPOINT MR. HUGH G. FARRINGTON AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2007
PROPOSAL #9.1: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE TO RENEW THE MANDATE OF MR.
COUNT DE PRET ROOSE DE CALESVERG AS AN INDEPENDENT
DIRECTOR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY
CODE
PROPOSAL #9.2: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE, TO APPOINT MR. LUC
VANSTEENKISTE AS A INDEPENDENT DIRECTOR PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF OGM
PROPOSAL #9.3: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE, TO APPOINT MR. JACQUES DE
VANCLEROY AS AN INDEPENDENT DIRECTOR PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF OGM
PROPOSAL #9.4: APPROVE THE ANNUAL ACCOUNT RELATING TO ISSUER NO N/A N/A
THE FY 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF
THE BELGIAN COMPANY CODE, TO APPOINT MR. HUGH G.
FARRINGTON AS A INDEPENDENT DIRECTOR PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF OGM
PROPOSAL #10.: APPROVE: TO RENEW THE MANDATE OF DELOITTE ISSUER NO N/A N/A
& TOUCHE REVISEURS D ENTERPRISES, AS A STATUTORY
AUDITOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM; THE ANNUAL ACCOUNTS RELATING TO THE FY 2007;
AND THE YEARLY AUDIT FEES OF THE STATUTORY AUDITOR
AMOUNTING TO EUR 634,450
PROPOSAL #11.: APPROVE STOCK OPTION PLAN THAT DELHAIZE ISSUER NO N/A N/A
GROUP SA INTENDS TO LAUNCH ON THE COURSE OF 2005, TO
EXTEND THAT THE STOCK OPTION PLAN COULD ENTITLE
EXECUTIVE MANAGERS OF DELHAIZE GROUP TO ACQUIRE EXISTING
ORDINARY SHARES OF DELHAIZE GROUP SA
PROPOSAL #12.: APPROVE, PURSUANT TO ARTICLE 556 OF THE ISSUER NO N/A N/A
BELGIAN COMPANY CODE: I)ANY PROVISION GRANTING TO THE
BENEFICIARIES OF STOCK OPTIONS ON SHARES OF THE COMPANY
THE RIGHT TO ACQUIRE PREMATURELY SHARES OF THE COMPANY
IN THE EVENT OF A CHANGE OF CONTROL OVER THE COMPANY, AS
PROVIDED IN THE STOCK OPTION PLAN THAT THE COMPANY
INTENTS TO LAUNCH IN THE COURSE OF 2005 AND IN ANY
AGREEMENT ENTERED BETWEEN THE COMPANY AND BENEFICIARIES
AS SPECIFIED; AND II) ANY PROVISION ENTITLING THE
PARTICIPANTS TO THE PERFORMANCE CASH PLAN LAUNCHED BY
THE COMPANY IN 2003 TO RECEIVE THE FULL CASH PAYMENT
WITH RESPECT TO ANY OUTSTANDING GRANT IN THE EVENT OF A
CHANGE OF CONTROL OVER THE COMPANY
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ISSUER: ETHAN ALLEN INTERIORS INC.
TICKER: ETH CUSIP: 297602104
MEETING DATE: 11/16/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD A. SANDBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KRISTIN GAMBLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLINTON A. CLARK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD H. MEYER ISSUER YES FOR FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EVEREST RE GROUP, LTD.
TICKER: RE CUSIP: G3223R108
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS J. GALLAGHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM F. GALTNEY, JR. ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005 AND AUTHORIZE THE BOARD OF DIRECTORS
ACTING BY THE AUDIT COMMITTEE OF THE BOARD TO SET THE
FEES FOR THE INDEPENDENT AUDITORS.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO THE EVEREST RE ISSUER YES FOR FOR
GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR EQUITY
COMPENSATION PLAN.
PROPOSAL #04: TO APPROVE AN AMENDMENT TO THE EVEREST RE ISSUER YES FOR FOR
GROUP, LTD. EXECUTIVE PERFORMANCE ANNUAL INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXXON MOBIL CORPORATION
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. TILLERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.W. GEORGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.R. RAYMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.A. MCKINNELL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.C. KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.E. LIPPINCOTT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS (PAGE ISSUER YES FOR FOR
28).
PROPOSAL #03: POLITICAL CONTRIBUTIONS (PAGE 30). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: BOARD COMPENSATION (PAGE 31). SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: INDUSTRY EXPERIENCE (PAGE 32). SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: ACEH SECURITY REPORT (PAGE 33). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: AMENDMENT OF EEO POLICY (PAGE 34). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: BIODIVERSITY IMPACT REPORT (PAGE 36). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: CLIMATE SCIENCE REPORT (PAGE 37). SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #10: KYOTO COMPLIANCE REPORT (PAGE 40). SHAREHOLDER YES ABSTAIN AGAINST
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FACTSET RESEARCH SYSTEMS INC.
TICKER: FDS CUSIP: 303075105
MEETING DATE: 12/21/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES J. SNYDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH E. LAIRD, JR. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAMES J. MCGONIGLE ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO APPROVE THE 2004 STOCK OPTION AND AWARD ISSUER YES AGAINST AGAINST
PLAN.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF THE ISSUER YES FOR FOR
ACCOUNTING FIRM OF PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAIRMONT HOTELS & RESORTS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MESSRS. STEPHEN E. BACHAND, TERENCE ISSUER YES FOR N/A
P. BADOUR, WILLIAM R. FATT, PETER C. GODSOE, MICHAEL J.
KOWALSKI, DAVID P. O BRIEN, KAREN M. ROSE, JOHN L.
SHARPE, L. PETER SHARPE, ROBERT S. SINGER AS THE
DIRECTORS
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
CHARTERED ACCOUNTANTS AS THE AUDITORS ANDAUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #3.: APPROVE THE AMENDED AND RESTATED ISSUER YES FOR N/A
SHAREHOLDER RIGHTS PLAN OF THE CORPORATION AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAMILYMART CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: FINAL ISSUER YES FOR N/A
DIVIDEND JY 19
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT A DIRECTOR ISSUER YES FOR N/A
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ISSUER: FAR EASTONE TELECOMMUNICATION CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE 2004 BUSINESS OPERATION ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE 2004 FINANCIAL REPORT ISSUER YES FOR N/A
PROPOSAL #1.3: APPROVE THE SUPERVISORS REVIEWED ISSUER YES FOR N/A
FINANCIAL REPORTS OF FY 2004
PROPOSAL #1.4: OTHERS ISSUER YES FOR N/A
PROPOSAL #2.1: RATIFY THE FINANCIAL REPORTS OF FY 2004 ISSUER YES FOR N/A
PROPOSAL #2.2: RATIFY THE NET PROFIT ALLOCATION OF FY ISSUER YES FOR N/A
2004; CASH DIVIDEND OF TWD 3.00 PER SHARE
PROPOSAL #3.1: AMEND A PART OF THE COMPANY ARTICLES ISSUER YES AGAINST N/A
PROPOSAL #3.2: OTHERS ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE TWO DIRECTORS AND ONE SUPERVISOR ISSUER YES FOR N/A
PROPOSAL #5.: EXTRAORDINARY PROPOSALS ISSUER YES AGAINST N/A
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ISSUER: FASTWEB, MILANO
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INCREASE THE STOCK CAPITAL UP ISSUER NO N/A N/A
TO A MAXIMUM AMOUNT OF EUR 20,800,000.00 BY ISSUING A
MAXIMUM NUMBER OF 40,000,000 ORDINARY SHARES FACE VALUE
EUR 0.52 TO BE RESERVED TO THE SHAREHOLDERS AND
HOLDERS OF CONVERTIBLE BONDS, WITH AN OVERPRICE TO BE
DECIDED BY THE BOARD OF DIRECTORS; AND AMEND ARTICLE 5
OF THE BY-LAW
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ISSUER: FASTWEB, MILANO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET AS OF 31 DEC ISSUER NO N/A N/A
2004 ACCORDING TO ARTICLE 2364, I, OF THE ITALINA CIVIL
CODE
PROPOSAL #2.: APPOINT INTERNAL AUDITORS FOR BALANCE ISSUER NO N/A N/A
SHEET AND CONSOLIDATED BALANCE SHEET FOR THE YEARS 2005,
2006 AND 2007 AND FOR THE LIMITED INTERNAL ACCOUNTING
AUDITING FOR THE BI-ANNUAL REPORT AS OF 30 JUN FOR THE
YEARS 2005, 2006 AND 2007
PROPOSAL #3.: APPOINT THE BOARD OF DIRECTORS MEMBERS AND ISSUER NO N/A N/A
STATE THEIR EMOLUMENTS
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ISSUER: FIAT SPA, TORINO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE BALANCE SHEET AND ISSUER NO N/A N/A
CONSOLIDATED BALANCE SHEET AS OF 31 DEC 2004, OPERATION
MANAGEMENT REPORT, RESOLUTIONS RELATED THERETO
PROPOSAL #O.2: APPROVE TO STATE THE BOARD OF DIRECTORS ISSUER NO N/A N/A
NUMBER IN SIZE AND TO STATE THEIR EMOLUMENT
PROPOSAL #O.3: APPROVE THE AUDITORS CIVIL LIABILITY ISSUER NO N/A N/A
COVERAGE IN CONNECTION WITH ADDITIONAL DUTIES
PROPOSAL #E.4: APPROVE TO UPDATE THE STOCKHOLDERS ISSUER NO N/A N/A
MEETINGS REGULATIONS
PROPOSAL #E.5: AMEND THE ARTICLE 8 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION ATTENDANCE AND REPRESENTATION AT
STOCKHOLDERS MEETINGS AND ARTICLE 12 CORPORATE
OFFICES, COMMITTEES AND THE DIRECTORS FEES ;
RESOLUTIONS RELATED THERETO
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ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS AND ISSUER YES FOR N/A
THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YE 31
DEC 2004
PROPOSAL #2.: RE-APPOINT ERNST & YOUNG AS AUDITORS OF ISSUER YES FOR N/A
THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY TO FIX THEIR REMUNERATION
PROPOSAL #S.3.a: RE-ELECT MR. ANTHONI SALIM AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD OF
DIRECTORS OF THE COMPANY FOR A FIXED TERM OF NOT MORE
THAN THREE YEARS, COMMENCING ON THE DATE OF THIS AGM AND
ENDING ON THE EARLIER OF (1) THE DATE OF THE COMPANY'S
AGM TO BE HELD IN CALENDAR YEAR 2008 OR (2) 08 JUN 2008
OR (3) THE DATE ON WHICH MR. ANTHONI SALIM RETIRES BY
ROTATION PURSUANT TO THE CODE ON CORPORATE GOVERNANCE
PRACTICES ADOPTED BY THE COMPANY THE CODE AND/OR THE
BYE-LAWS
PROPOSAL #S.3.b: RE-ELECT MR. MANUEL V. PANGILINAN AS A ISSUER YES FOR N/A
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE
COMPANY
PROPOSAL #S.3.c: RE-ELECT MR. EDWARD A. TORTORICI AS AN ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE COMPANY
PROPOSAL #S.3.d: RE-ELECT MR. ROBERT C. NICHOLSON AS AN ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE COMPANY
PROPOSAL #S.3.e: RE-ELECT PROF. EDWARD K.Y. CHEN AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR A
FIXED TERM OF NOT MORE THAN THREE YEARS, COMMENCING ON
THE DATE OF THIS AGM AND ENDING ON THE EARLIER OF (1)
THE DATE OF THE COMPANY'S AGM TO BE HOLD IN CALENDAR
YEAR 2008 OR (2) 08 JUN 2008 OR (3) THE DATE ON WHICH
PROF. EDWARD K. Y. CHEN RETIRES BY ROTATION PURSUANT TO
THE CODE AND/OR THE BYE-LAWS
PROPOSAL #S.3.f: RE-ELECT MR. GRAHAM L. PICKLES AS AN ISSUER YES FOR N/A
INDEPENDENT NON EXECUTIVE DIRECTOR OF THE COMPANY FOR A
FIXED TERM OF NOT MORE THAN THREE YEARS, COMMENCING ON
THE DATE OF THIS AGM AND ENDING ON THE EARLIER OF (1)
THE DATE OF THE COMPANY'S AGM TO BE HELD IN CALENDAR
YEAR 2008 AND (2) 08 JUN 2008 OR (3) THE DATE ON WHICH
MR. GRAHAM L. PICKLES RETIRES BY ROTATION PURSUANT TO
THE CODE AND/OR THE BYE-LAWS
PROPOSAL #S.3.g: RE-ELECT MR. DAVID W.C. TANG AS AN ISSUER YES FOR N/A
INDEPENDENT NON- EXECUTIVE DIRECTOR OF THECOMPANY FOR A
FIXED TERM OF NOT MORE THAN THREE YEARS, COMMENCING ON
THE DATE OF THIS AGM AND ENDING ON THE EARLIER OF (1)
THE DATE OF THE COMPANY'S AGM TO BE HELD IN CALENDAR
YEAR 2008 AND (2) 08 JUN 2008 OR (3) THE DATE ON WHICH
MR. DAVID W.C. TANG RETIRES BY ROTATION PURSUANT TO THE
CODE AND/OR THE BYE-LAWS
PROPOSAL #S.3.h: RE-ELECT HIS EXCELLENCY ALBERT F DEL ISSUER YES FOR N/A
ROSARIO AS A NON- EXECUTIVE DIRECTOR OF THE COMPANY FOR
A FIXED TERM OF NOT MORE THAN THREE YEARS, COMMENCING ON
THE DATE OF THIS AGM AND ENDING ON THE EARLIER OF (1)
THE DATE OF THE COMPANY'S AGM TO BE HELD IN CALENDAR
YEAR 2008 AND (2) 08 JUN 2008 OR (3) THE DATE ON WHICH
HIS EXCELLENCY ALBERT F. DEL ROSARIO RETIRES BY ROTATION
PURSUANT TO THE CODE AND/OR THE BYE-LAWS
PROPOSAL #S.3.i: RE-ELECT MR. SUTANTO DJUHAR AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE COMPANY FOR A FIXED TERM OF
NOT MORE THAN THREE YEARS, COMMENCING ON THE DATE OF
THIS AGM AND ENDING ON THE EARLIER OF (1) THE DATE OF
THE COMPANY'S AGM TO BE HELD IN CALENDAR YEAR 2008 AND
(2) 08 JUN 2008 OR (3) THE DATE ON WHICH MR. SUTANTO
DJUHAR RETIRES BY ROTATION PURSUANT TO THE CODE AND/OR
THE BYE-LAWS
PROPOSAL #S.3.j: RE-ELECT MR. TEDY DJUHAR AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE COMPANY FOR A FIXED TERM OF
NOT MORE THAN THREE YEARS, COMMENCING ON THE DATE OF
THIS AGM AND ENDING ON THE EARLIER OF (1) THE DATE OF
THE COMPANY'S AGM TO BE HELD IN CALENDAR YEAR 2008 AND
(2) 08 JUN 2008 OR (3) THE DATE ON WHICH MR. TEDY DJUHAR
RETIRES BY ROTATION PURSUANT TO THE CODE AND/OR THE
BYE-LAWS
PROPOSAL #S.3.k: RE-ELECT MR. IBRAHIM RISJAD AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE COMPANY FOR A FIXED TERM OF
NOT MORE THAN THREE YEARS, COMMENCING ON THE DATE OF
THIS AGM AND ENDING ON THE EARLIER OF (1) THE DATE OF
THE COMPANY'S AGM TO BE HELD IN CALENDAR YEAR 2008 AND
(2) 08 JUN 2008 OR (3) THE DATE ON WHICH MR. IBRAHIM
RISJSD RETIRES BY ROTATION PURSUANT TO THE CODE AND/OR
THE BYE-LAWS
PROPOSAL #S.3.l: RE-ELECT MR. BENNY S. SANTOSO AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE COMPANY FOR A FIXED TERM OF
NOT MORE THAN THREE YEARS, COMMENCING ON THE DATE OF
THIS AGM AND ENDING ON THE EARLIER OF (1) THE DATE OF
THE COMPANY'S AGM TO BE HELD IN CALENDAR YEAR 2008 AND
(2) 08 JUN 2008 OR (3) THE DATE ON WHICH MR. BENNY S.
SANTOSO RETIRES BY ROTATION PURSUANT TO THE CODE AND/OR
THE BYE-LAWS
PROPOSAL #4.: APPROVE TO FIX THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
PURSUANT TO THE COMPANY'S BYE-LAWS
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY TO APPOINT ADDITIONAL DIRECTORS AS AN ADDITION
TO THE BOARD, BUT SO THAT THE MAXIMUM NUMBER OF
DIRECTORS SO APPOINTED BY THE DIRECTORS SHALL NOT IN ANY
CASE EXCEED THE MAXIMUM NUMBER OF DIRECTORS SPECIFIED
IN THE COMPANY'S BYE-LAWS FROM TIME TO TIME AND ANY
PERSON SO APPOINTED SHALL REMAIN AS A DIRECTOR ONLY
UNTIL THE NEXT FOLLOWING ANNUAL GENERAL MEETING OF THE
COMPANY AND THEN SHALL BE ELIGIBLE FOR RE-ELECTION AT
THAT MEETING
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ALLOT, ISSUE AND ISSUER YES AGAINST N/A
DEAL WITH ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
INCLUDING BONDS, WARRANTS AND DEBENTURES CONVERTIBLE
INTO SHARES OF THE COMPANY DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN
ISSUE OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR
II) THE EXERCISE OF THE RIGHTS OF SUBSCRIPTION OR
CONVERSION UNDER THE TERMS OF ANY WARRANTS ISSUED BY THE
COMPANY OR ANY SECURITIES WHICH ARE CONVERTIBLE INTO
SHARES OF THE COMPANY; OR III) THE EXERCISE OF OPTIONS
GRANTED UNDER ANY SHARE OPTION SCHEME ADOPTED BY THE
COMPANY OR IV) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW OR BY THE COMPANY'S BYE-LAWS
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
REPURCHASE ISSUED SHARES IN THE CAPITAL OF THE COMPANY
DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF
HONG KONG LIMITED THE STOCK EXCHANGE OR ANY OTHER
STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE
BEEN OR MAY BE LISTED AND RECOGNIZED BY THE SECURITIES
AND FUTURES COMMISSION UNDER THE HONG KONG CODE ON SHARE
REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN
ACCORDANCE WITH ALL APPLICABLE LAWS, INCLUDING THE HONG
KONG CODE ON SHARES REPURCHASES AND THE RULES GOVERNING
THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG
KONG LIMITED THE LISTING RULES , NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW OR BY THE COMPANY'S BYE-LAWS
PROPOSAL #8.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
ORDINARY RESOLUTIONS 6 AND 7, THE AGGREGATE NOMINAL
AMOUNT OF THE NUMBER OF SHARES IN THE CAPITAL OF THE
COMPANY THAT SHALL HAVE BEEN REPURCHASED BY THE COMPANY
AFTER THE DATE HEREOF PURSUANT TO AND IN ACCORDANCE WITH
THE SAID RESOLUTION 7 SHALL BE ADDED TO THE AGGREGATE
NOMINAL AMOUNT OF SHARE CAPITAL THAT MAY BE ALLOTTED AND
ISSUED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE
ALLOTTED AND ISSUED BY THE DIRECTORS OF THE COMPANY
PURSUANT TO THE GENERAL MANDATE TO ALLOT AND ISSUE
SHARES GRANTED TO THE DIRECTORS OF THE COMPANY BY THE
SAID RESOLUTION 6
PROPOSAL #S.9: AMEND THE BYE-LAWS 117(A), 117A, 117B, ISSUER YES FOR N/A
117C, 159(B) AND 159(C) OF THE COMPANY
PROPOSAL #10.: APPROVE AND ADOPT THE NEW EXECUTIVE STOCK ISSUER YES AGAINST N/A
OPTION PLAN OF METRO PACIFIC CORPORATION MPC AS
SPECIFIED, AND AUTHORIZE THE DIRECTORS OF MPC TO GRANT
OPTIONS TO SUBSCRIBE FOR SHARES OF MPC THEREUNDER, ALLOT
AND ISSUE SHARES OF MPC PURSUANT TO THE EXERCISE OF ANY
OPTIONS WHICH MAY BE GRANTED UNDER THE EXECUTIVE STOCK
OPTION PLAN, AND EXERCISE AND PERFORM THE RIGHTS, POWERS
AND OBLIGATIONS OF MPC THERE UNDER AND DO ALL SUCH
THINGS AND TAKE ALL SUCH ACTIONS AS THE DIRECTORS OF MPC
MAY CONSIDER TO BE NECESSARY OR DESIRABLE IN CONNECTION
WITH THE FOREGOING
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ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/2/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE A MECHANISM TO FACILITATE A ISSUER YES FOR N/A
REDUCTION IN THE NUMBER OF SHAREHOLDERS HOLDING IN
AGGREGATE LESS THAN 100 SHARES
PROPOSAL #2.: AUTHORIZE THE DIRECTORS TO UNDERTAKE AN ISSUER YES FOR N/A
ODD LOT OFFER
PROPOSAL #S.3: AUTHORIZE THE DIRECTORS BY WAY OF A ISSUER YES FOR N/A
SPECIFIC APPROVAL TO EFFECT A REPURCHASE BY THE COMPANY
OF ITS OWN SHARES
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUE ISSUER YES FOR N/A
AT THE OFFER PRICE
PROPOSAL #S.5: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION
PROPOSAL #6.: AUTHORIZE ANY DIRECTOR OF THE COMPANY TO ISSUER YES FOR N/A
TAKE ALL SUCH STEPS AND SIGN ALL DOCUMENTS TO GIVE
EFFECT TO THEIR SOLUTIONS
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ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/22/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: RECEIVE AND APPROVE THE AUDITED ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE COMPANY AND THE GROUP FOR
THE YE 30 JUN 2004
PROPOSAL #2.O21: RE-ELECT MR. DENIS MARTIN FALCK AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #2.O22: RE-ELECT MR. GERRIT THOMAS FERREIRA AS ISSUER YES ABSTAIN N/A
A DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #2.O23: RE-ELECT MR. BENJAMIN JAMES VAN DER ISSUER YES FOR N/A
ROSS AS A DIRECTOR, WHO RETIRES IN TERMS OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #2.O24: RE-ELECT MR. FREDERIK VAN ZYL SLABBERT ISSUER YES FOR N/A
AS A DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #2.O25: RE-ELECT MR. ROBERT ALBERT WILLIAMS AS ISSUER YES FOR N/A
A DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #2.O26: RE-ELECT MR. NOLULAMO NOBAMBISWANO AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #2.O27: RE-ELECT MR. GUGU MOLOI AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN TERMS OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #3.O.3: APPROVE THE JOINT REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS AS REFLECTED IN THE FINANCIAL STATEMENTS
PROPOSAL #4.O.4: APPROVE THE FEES OF THE DIRECTORS FOR ISSUER YES FOR N/A
THE YEAR TO JUNE 2005
PROPOSAL #5.O.5: RE-APPOINT PRICEWATERHOUSECOOPERS INC ISSUER YES FOR N/A
AS THE AUDITORS OF THE COMPANY UNTIL THE NEXT AGM
PROPOSAL #6.O.6: APPROVE THAT THE DIRECTORS FIX AND PAY ISSUER YES FOR N/A
THE AUDITORS REMUNERATION FOR THE YE 30 JUN 2004
PROPOSAL #7.O.7: APPROVE THAT ALL THE UNISSUED SHARES IN ISSUER YES FOR N/A
THE COMPANY BE PLACED UNDER THE CONTROL OF THE
DIRECTORS UNTIL THE FORTHCOMING AGM AND AUTHORIZE THE
COMPANY TO ALLOT AND ISSUE SHARES IN THE COMPANY UPON
SUCH TERMS AND CONDITIONS AS THE DIRECTORS IN THEIR SOLE
DISCRETION DEEM FIT, SUBJECT TO THE COMPANIES ACT ACT
61 OF 1973 , AS AMENDED THE COMPANIES ACT , THE
ARTICLES OF ASSOCIATION OF THE COMPANY AND THE JSE
SECURITIES EXCHANGE SOUTH AFRICA JSE LISTING
REQUIREMENTS
PROPOSAL #8.O.8: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, BY WAY OF A RENEWABLE AUTHORITY AND SUBJECT TO
THE LISTING REQUIREMENTS OF THE JSE SECURITIES EXCHANGE
SOUTH AFRICA, TO ISSUE EQUITY SHARES IN THE AUTHORIZED
BUT UNISSUED SHARE CAPITAL OF THE COMPANY FOR CASH, NOT
EXCEEDING IN AGGREGATE IN ANY ONE FY, 10% OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL AT THE MAXIMUM
PERMITTED DISCOUNT OF 10% OF THE AVERAGE CLOSING PRICE
OF SUCH SHARES OVER THE 30 PREVIOUS DAYS OF THE PRESS
ANNOUNCEMENT OR, WHERE NO ANNOUNCEMENT IS REQUIRED AND
NONE HAS BEEN MADE, THE DATE OF ISSUE OF SUCH SHARES;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OR 15
MONTHS FROM THE DATE OF THIS AGM ; A PRESS ANNOUNCEMENT
GIVING FULL DETAILS, INCLUDING THE IMPACT ON NET ASSET
VALUE AND EARNINGS PER SHARE, WILL BE PUBLISHED AT THE
TIME OF ANY ISSUE REPRESENTING, ON A CUMULATIVE BASIS
WITHIN ONE FY, 5% OR MORE OF THE NUMBER OF SHARES IN
ISSUE PRIOR TO THE ISSUE/S
PROPOSAL #9.S.1: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN TERMS OF THE COMPANY'S ARTICLES OF ASSOCIATION AND
BY WAY OF GENERAL AUTHORITY, TO REPURCHASE SHARES ISSUED
BY THE COMPANY, ON THE OPEN MARKET OF JSE, AS
DETERMINED BY THE DIRECTORS, BUT SUBJECT TO THE
PROVISIONS OF THE ACT AND THE LISTING REQUIREMENTS OF
THE JSE, NOT EXCEEDING IN AGGREGATE 10% OF THE COMPANYS
ISSUED ORDINARY SHARE CAPITAL IN ANY 1 FY, AT A PRICE OF
NO MORE THAN 10% ABOVE THE WEIGHTED AVERAGE MARKET
PRICE OF SUCH SHARES OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES UNTIL THE CONCLUSION OF THE NEXT AGM
OR 15 MONTHS FROM THE DATE OF PASSING OF THIS RESOLUTION
; A PAID PRESS ANNOUNCEMENT WILL BE PUBLISHED WHEN THE
COMPANY HAS ACQUIRED, ON A CUMULATIVE BASIS, 3% OF THE
INITIAL NUMBER OF THE RELEVANT CLASS OF SECURITIES AND
FOR EACH 3% IN AGGREGATE OF THE INITIAL NUMBER OF THAT
CLASS ACQUIRED THEREAFTER
PROPOSAL #10.S2: APPROVE THAT, IN TERMS OF SECTION 62 OF ISSUER YES FOR N/A
THE COMPANIES ACT, THE EXISTING ARTICLES OF ASSOCIATION
OF THE COMPANY BE ABROGATED AND REPLACED IN THEIR
ENTIRETY WITH THE NEW ARTICLES OF ASSOCIATION
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ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT BETWEEN ISSUER YES AGAINST N/A
THE APPLICANT AND ORDINARY SHAREHOLDERS WHEREBY
FIRSTRAND WILL ACQUIRE 7.6% OF THE ISSUED SHARE CAPITAL
FOR A CASH CONSIDERATION OF ZAR 12.28 PER SHARE
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ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.S1: APPROVE THE ACQUISITION BY FIRSTRAND ISSUER YES AGAINST N/A
BANK LIMITED FIRSTRAND BANK , A WHOLLY-OWNED SUBSIDIARY
OF THE COMPANY, IN TERMS OF THE SECTION 89 OF THE
COMPANIES ACT, 1973, AS AMENDED THE COMPANIES ACT , OF
ISSUED SHARES IN THE ISSUED ORDINARY SHARE CAPITAL OF
THE COMPANY FROM THE COMPANY'S ORDINARY SHAREHOLDERS,
PRO RATA TO THEIR SHAREHOLDINGS, FOR A CONSIDERATION OF
ZAR 12.28 PER ORDINARY SHARE, UPON THE TERMS AND SUBJECT
TO THE CONDITIONS OF THE SCHEME OF ARRANGEMENT IN TERMS
OF SECTION 311 OF THE COMPANIES ACT BETWEEN THE COMPANY
AND ITS ORDINARY SHAREHOLDERS PROPOSED BY THE TRUSTEE
OF THE FIRSTRAND EMPOWERMENT TRUST AND FIRSTRAND BANK
BETWEEN THE COMPANY AND ITS ORDINARY SHAREHOLDERS
PROPOSAL #2.O1: APPROVE THE ISSUE BY THE COMPANY TO THE ISSUER YES AGAINST N/A
TRUSTEE OF THE FIRSTRAND EMPOWERMENT TRUST OF
119,000,000 ORDINARY SHARES OF 1 CENT EACH AT A
SUBSCRIPTION PRICE OF 1 CENT PER SHARE
PROPOSAL #3.o2: APPROVE THE DISPOSAL BY FIRSTRAND BANK, ISSUER YES AGAINST N/A
A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, OF CERTAIN
ORDINARY SHARES WHICH IT HOLDS IN THE COMPANY TO THE
FIRSTRAND STAFF ASSISTANCE TRUST, TO THE BLACK EMPLOYEE
SHARE TRUST AND TO THE BLACK NON-EXECUTIVE DIRECTORS
TRUST , AS SPECIFIED IN THE CIRCULAR DATED 23 MAR 2005
PROPOSAL #4.o3: APPROVE THE BLACK EMPLOYEE SHARE SCHEME ISSUER YES AGAINST N/A
FOR THE BENEFIT OF THE BLACK EMPLOYEES OF THE COMPANY
AND ITS SUBSIDIARIES, AS SPECIFIED IN THE CIRCULAR DATED
23 MAR 2005
PROPOSAL #5.O4: APPROVE THE BLACK NON-EXECUTIVE DIRECTOR ISSUER YES AGAINST N/A
SHARE SCHEME FOR THE BENEFIT OF BLACK NON-EXECUTIVE
DIRECTORS OF THE COMPANY AND ITS SUBSIDIARIES, AS
SPECIFIED IN THE CIRCULAR DATED 23 MAR 2005
PROPOSAL #6.O5: APPROVE THE PARTICIPATION BY MR. B.J. ISSUER YES AGAINST N/A
VAN DER ROSS IN THE FIRSTRAND BLACK NON-EXECUTIVE
DIRECTORS TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM
OF 1 MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #7.O6: APPROVE THE PARTICIPATION BY MR. K.C. ISSUER YES AGAINST N/A
SHUBANE IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #8.O7: APPROVE THE PARTICIPATION BY MR. P.V. ISSUER YES AGAINST N/A
MJOLI IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #9.O8: APPROVE THE PARTICIPATION BY MR. R. ISSUER YES AGAINST N/A
JARDINE IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #10o9: APPROVE THE PARTICIPATION BY DR. N.N. ISSUER YES AGAINST N/A
GWAGWA IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #11o10: APPROVE THE PARTICIPATION BY MR. N.B. ISSUER YES AGAINST N/A
LANGA IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #12o11: APPROVE THE PARTICIPATION BY MR. S. ISSUER YES AGAINST N/A
SITHOLE IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #13o12: APPROVE THE PARTICIPATION BY MR. S. ISSUER YES AGAINST N/A
NXASANA IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #14o13: APPROVE THE PARTICIPATION BY MRS. G. ISSUER YES AGAINST N/A
MOLOI IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #15o14: APPROVE THE PARTICIPATION BY MS. P. ISSUER YES AGAINST N/A
NXIMANDE IN THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS
TRUST AS A BENEFICIARY IN RESPECT OF A MAXIMUM OF 1
MILLION ORDINARY SHARES IN THE COMPANY
PROPOSAL #16.s2: APPROVE THAT, IN THE EVENT OF THE PRE- ISSUER YES AGAINST N/A
EMPTIVE RIGHT IN RESPECT OF THE ORDINARY SHARES IN THE
COMPANY, AS SPECIFIED IN THE CIRCULAR DATED 23 MAR 2005,
BEING EXERCISED BY THE COMPANY OR BY A SUBSIDIARY OF
THE COMPANY, THE ACQUISITION OF SUCH ORDINARY SHARES IN
THE COMPANY
PROPOSAL #17.S3: APPROVE THAT, IN THE EVENT OF THE PRE- ISSUER YES AGAINST N/A
EMPTIVE RIGHT IN RESPECT OF THE ORDINARY SHARES IN THE
COMPANY, AS SPECIFIED IN THE CIRCULAR DATED 23 MAR 2005,
BEING EXERCISED BY THE COMPANY OR BY A SUBSIDIARY OF
THE COMPANY, THE ACQUISITION OF SUCH ORDINARY SHARES IN
THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRANCE TELECOM SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004 AND THE EARNINGS
FOR THIS FY EUR 6,619,330,115.41; AND GRANT DISCHARGE TO
THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE
PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FY 2004
PROPOSAL #O.3: APPROVE TO APPROPRIATE THE PROFITS AS ISSUER NO N/A N/A
FOLLOWS: PROFITS FOR THE FY: EUR 6,619,330,115.41;
APPROPRIATION OF EUR 305,731,528.78 TO THE LEGAL
RESERVE, THUS AMOUNTING TO EUR 767,264,305.98;
DISTRIBUTABLE PROFITS: EUR 5,808,899,046.88; BALANCE OF
THE DISTRIBUTABLE PROFITS TO THE CARRY FORWARD ACCOUNT;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.48
PER SHARE, ELIGIBLE FOR THE 50% ALLOWANCE AND WITHOUT
TAX CREDIT AS THIS ONE HAS BEEN CANCELLED SINCE 01 JAN
2005 THIS DIVIDEND WILL BE PAID ON 03 JUN 2005; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES AS
REQUIRED BY LAW
PROPOSAL #O.4: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND APPROVE, AS REQUIRED BY ARTICLE 39 IV OF
FINANCIAL LAW NUMBER 2004-1485 OF 30 DEC 2004, FOR 2004:
TO CANCEL THE APPROPRIATION TO A SECONDARY ACCOUNT OF
THE LEGAL RESERVE, SPECIFIC TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS ACCOUNT, OF THE AMOUNT OF 31 DEC
2004 WHICH WAS OF EUR 1,511,605.26 TO CHARGE, IN
PRIORITY, TO THE SPECIAL RESERVE OF LONG-TERM CAPITAL
GAINS ACCOUNT OR SECONDARILY THE CARRY FORWARD ACCOUNT,
THE TAXES AMOUNT DUE TO THIS OPERATION
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: RATIFY THE CO-OPTATION OF MR. DIDIER ISSUER NO N/A N/A
LOMBARD AS DIRECTOR FOR THE REMAINING PERIOD OF HIS
PREDECESSOR'S TERM OF OFFICE, MR. THIERRY BRETON
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. DIDIER LOMBARD AS A DIRECTOR FOR A PERIOD OF 5 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MARCEL ROULETTE AS A DIRECTOR FOR A PERIOD OF 5 YEARS
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. STEPHANE RICHARD AS A DIRECTOR FOR A PERIOD OF 5
YEARS
PROPOSAL #O.10: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ARNAUD LAGARDERE AS A DIRECTOR FOR A PERIOD OF 5
YEARS
PROPOSAL #O.11: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. HENRI MARTRE AS A DIRECTOR FOR A PERIOD OF 5 YEARS
PROPOSAL #O.12: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. BERNARD DUFAU AS A DIRECTOR FOR A PERIOD OF 5 YEARS
PROPOSAL #O.13: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JEAN SIMONIN AS A DIRECTOR FOR A PERIOD OF 5 YEARS
PROPOSAL #O.14: APPOINT MR. JEAN-YVES BASSUEL AS A ISSUER NO N/A N/A
DIRECTOR REPRESENTING SHAREHOLDERS STAFF MEMBERS, FOR A
PERIOD OF 5 YEARS
PROPOSAL #O.15: APPOINT MR. BERNARD GINGREAU AS A ISSUER NO N/A N/A
DIRECTOR REPRESENTING SHAREHOLDERS STAFF MEMBERS, FOR A
PERIOD OF 5 YEARS
PROPOSAL #O.16: APPOINT MR. STEPHANE TIERCE AS A ISSUER NO N/A N/A
DIRECTOR REPRESENTING SHAREHOLDERS STAFF MEMBERS, FOR A
PERIOD OF 5 YEARS
PROPOSAL #O.17: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 500,000.00 TO THE BOARD OF DIRECTORS
PROPOSAL #O.18: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS RELATING TO THE CHANGE OF DELOITTE ET ASSOCIES
CORPORATE NAME, PREVIOUSLY CALLED DELOITTE TOUCHE
TOHMATSU-AUDIT, AS A CONSEQUENCE OF THE AMALGAMATION-
MERGER OF DELOITTE TOUCHE TOHMATSU BY THE DELOITTE
TOUCHE TOHMATSU-AUDIT FIRM, NOTES THAT SAID
AMALGAMATION-MERGER AS WELL AS CORPORATE'S NAME CHANGE
MENTIONED WILL HAVE NOT HAVE ANY EFFECT ON DELOITTE ET
ASSOCIES TERM OF OFFICE
PROPOSAL #O.19: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE CGM ON 01 SEP
2004, TO TRADE IN THE COMPANY'S SHARES ON THE STOCK
MARKET, PROVIDED THAT IT SHALL NOT EXCEED 10% OF THE
CAPITAL AND AS PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 40.00, MINIMUM SALE PRICE: SET UP IN
ACCORDANCE WITH LEGAL PROVISIONS IN FORCE; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.20: APPROVE, IN ACCORDANCE WITH ARTICLE ISSUER NO N/A N/A
L.228-40 OF THE FRENCH COMMERCIAL CODE, TO CANCEL THE
AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS BY THE
RESOLUTION 6 OF THE COMBINED GENERAL MEETING OF MAY
2002, TO ISSUE BONDS, SIMILAR SECURITIES OR OTHER DEBT
SECURITIES
PROPOSAL #O.21: AMEND THE ARTICLE OF ASSOCIATION NUMBER ISSUER NO N/A N/A
9: FORM OF SHARES, IN ORDER TO ADAPT IT TO THE NEW
PROVISIONS OF ARTICLE L.228-2 OF THE FRENCH COMMERCIAL
CODE
PROPOSAL #O.22: APPROVE THE TRANSFER OF THE COMPANY TO ISSUER NO N/A N/A
THE PRIVATE SECTOR, AND AMEND THE FOLLOWING ARTICLES OF
ASSOCIATION: ARTICLE NUMBER 13 ENTITLED BOARD OF
DIRECTORS; ARTICLE NUMBER 14 ENTITLED CHAIRMAN OF THE
BOARD OF DIRECTORS APPOINTMENT; ARTICLE NUMBER 15
ENTITLED DELIBERATIONS OF THE BOARD; ARTICLE NUMBER 17
ENTITLED POWERS OF THE BOARD OF DIRECTORS CHAIRMAN;
ARTICLE NUMBER 18 ENTITLED GENERAL MANAGEMENT; AND
ARTICLE NUMBER 19 ENTITLED DEPUTY GENERAL MANAGEMENT
PROPOSAL #O.23: AMEND THE FOLLOWING ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION REFERRING TO THE AGE LIMIT: ARTICLE NUMBER
14 - CHAIRMAN OF THE BOARD OF DIRECTORS 70 YEARS ;
ARTICLE NUMBER 16 GENERAL MANAGEMENT 70 YEARS ; AND
ARTICLE NUMBER 19- DEPUTY GENERAL 70 YEARS
PROPOSAL #O.24: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
4,000,000,000.00 BY WAY OF ISSUING, WITH PREFERENTIAL
SUBSCRIPTION RIGHT OF SHAREHOLDERS MAINTAINED, COMPANY'S
EXISTING ORDINARY SHARES OR TO BE ISSUED SECURITIES
GIVING ACCESS TO A COMPANY'S EXISTING ORDINARY SHARES OR
TO BE ISSUED, OF WHICH HALF OF THE CAPITAL IS OWNED BY
THE COMPANY; THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES SHALL NOT EXCEED EUR 10,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; IT CANCELS, FOR THE FRACTION UNUSED, THE
ONE GIVEN BY RESOLUTION 9 OF THE CGM OF 25 FEB 2003
PROPOSAL #O.25: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL BY EUR 4,000,000,000.00 BY WAY OF
ISSUING THE PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, COMPANY'S EXISTING ORDINARY SHARES OR TO
BE ISSUED SECURITIES GIVING ACCESS TO A COMPANY'S
EXISTING ORDINARY SHARES OR TO BE ISSUED, OF WHICH HALF
OF THE CAPITAL IS OWNED BY THE COMPANY; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES SHALL NOT EXCEED EUR
10,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; IT CANCELS, FOR
THE FRACTION UNUSED, THE ONE GIVEN BY THE RESOLUTION 10
OF THE CGM OF 25 FEB 2003
PROPOSAL #O.26: RECEIVE THE GENERAL REPORT OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS AND THE SPECIAL REPORT OF THE AUDITORS;
AUTHORIZE THE BOARD OF DIRECTORS, IN THE EVENT OF ISSUES
OF ORDINARY SHARES OR SECURITIES GIVING ACCESS TO
ORDINARY SHARES, WITHOUT THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT, TO FIX THE ISSUING PRICE, WITHIN THE
LIMIT OF 10 % OF THE COMPANY CAPITAL IN 12 MONTHS;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS
PROPOSAL #O.27: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE
EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS, WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
PROPOSAL #O.28: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE THE COMPANY'S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO ORDINARY SHARES, IN CONSIDERATION FOR
SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER INITIATED
BY THE COMPANY, PROVIDED THAT THE TOTAL INCREASE OF THE
NOMINAL AMOUNT OF THE SHARE CAPITAL DOES NOT EXCEED EUR
4,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS FOR THE FRACTION UNUSED, THE ONE
GIVEN BY THE RESOLUTION 11 OF THE CGM OF 25 FEB 2003
PROPOSAL #O.29: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY 10% OF THE SHARE CAPITAL,
BY WAY OF ISSUING THE COMPANY'S ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE COMPANY'S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN CONSIDERATION FOR
THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING
ACCESS TO THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.30: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE THE COMPANY'S ORDINARY SHARES CONSEQUENTLY TO
SECURITIES ISSUED TO ONE OF THE COMPANY'S SUBSIDIARIES;
THE SAID SECURITIES GIVING ACCESS TO ORDINARY SHARES OF
THE COMPANY; THE CEILING OF THE NOMINAL AMOUNT IS OF EUR
4,000,000,000.00 AND SHALL COUNT AGAINST THE OVERALL
VALUE SET FORTH IN THE RESOLUTION O.10; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; IT CANCELS, FOR THE FRACTION UNUSED, THE
ONE GIVEN BY THE RESOLUTION 12 OF THE CGM OF 25 FEB 2003
PROPOSAL #O.31: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE THE COMPANY'S ORDINARY SHARES RESERVED TO THE
PEOPLE HAVING SIGNED A LIQUIDITY AGREEMENT WITH THE
COMPANY AS SHAREHOLDERS OR HOLDERS OF OPTIONS GRANTING
THE RIGHT TO SUBSCRIBE FOR SHARES OF THE ORANGE S.A.
COMPANY; THE MAXIMUM NOMINAL AMOUNT OF THE SHARE
INCREASE SHALL NOT EXCEED EUR 400,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; IT CANCELS FOR THE FRACTION UNUSED, GRANTED
BY THE CGM OF 01 SEP 2004 IN THE RESOLUTION 4
PROPOSAL #O.32: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE THE LIQUIDITY SECURITIES ON OPTIONS ILO FREE OF
CHARGE, RESERVED TO THE HOLDERS OF THE OPTIONS GRANTING
THE RIGHT TO SUBSCRIBE FOR SHARES OF ORANGE S.A HAVING
SIGNED A LIQUIDITY AGREEMENT; THE MAXIMUM NOMINAL AMOUNT
OF THE SHARE INCREASE SHALL NOT EXCEED EUR
400,000,000.00; AUTHORITY EXPIRES AT THE END OF 18
MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.33: APPROVE THAT, AS A CONSEQUENCE OF ISSUER NO N/A N/A
ADOPTION OF PREVIOUS 9 RESOLUTIONS, THE MAXIMUM NOMINAL
VALUE OF THE CAPITAL INCREASES TO BE CARRIED OUT UNDER
THESE DELEGATIONS OF AUTHORITY SHALL NOT EXCEED EUR
8,000,000,000.00
PROPOSAL #O.34: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE, IN FRANCE OR ABROAD, IN ONE OR MORE TRANSACTIONS,
SECURITIES GIVING RIGHTS TO THE ALLOCATION OF DEBT
SECURITIES; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED
SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.35: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AND ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF
EUR 2,000,000,000.00 BY WAY OF CAPITALIZING RETAINED
EARNINGS, INCOME OR PREMIUMS, TO BE CARRIED OUT THROUGH
THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES, OR BY UTILIZING BOTH METHODS;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE PRESENT DELEGATION CANCELS FOR THE
FRACTION UNUSED, THE DELEGATION SET FORTH IN THE
RESOLUTION 14 AND GIVEN BY THE GENERAL MEETING OF 25 FEB
2003
PROPOSAL #O.36: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOR OF THE COMPANY'S EMPLOYEES WHO ARE MEMBERS OF
A COMPANY SAVINGS PLAN; FOR A MAXIMUM NOMINAL AMOUNT OF
THE SHARE INCREASE OF EUR 1,000,000,000.00; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
; THE PRESENT DELEGATION CANCELS FOR THE FRACTION
UNUSED, THE DELEGATION SET FORTH IN THE RESOLUTION 4 AND
GIVEN BY THE GENERAL MEETING OF 01 SEP 2004
PROPOSAL #O.37: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN,
PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN
THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE PRESENT DELEGATION CANCELS FOR THE
FRACTION UNUSED, THE DELEGATION SET FORTH IN THE
RESOLUTION 16 AND GIVEN BY THE GENERAL MEETING OF 25 FEB
2003
PROPOSAL #O.38: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBES BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MED CARE AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
THE GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 679,621,696.02 AS: PAYMENT
OF A DIVIDEND OF EUR 1.12 PER ORDINARY SHARE AND EUR
1.18 PER PREFERRED SHARE EUR 570,192,314.54 SHALL BE
CARRIED FORWARD EX-DIVIDEND AND PAYABLE ON 25 MAY 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: APPOINT KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AG, FRANKFURT, AS THE AUDITORS FOR THE FY
2005
PROPOSAL #6.: ELECT MR. JOHN GERHARD KRINGEL AS AN ISSUER NO N/A N/A
OFFICER FOR THE SUPERVISORY BOARD
PROPOSAL #7.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
RESPECT OF AN INCREASE OF THE REMUNERATION FOR
SUPERVISORY BOARD MEMBERS AS: PURSUANT TO SECTION 13(2),
EACH MEMBER OF THE SUPERVISORY BOARD RECEIVE A FIXED
ANNUAL REMUNERATION OF USD 80,000 FROM THE 2005 FY,
PURSUANT TO SECTION 13(4), THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES OF THE
AMOUNT FROM THE 2005 FY ON, MEMBERS OF A COMMITTEE TO
RECEIVE AN ADDITIONAL ANNUAL REMUNERATION OF USD 30,000,
AND THE CHAIRMAN OF SUCH A COMMITTEE TO RECEIVE USD
50,000
PROPOSAL #8.: APPROVE TO REVOKE THE EXISTING AUTHORIZED ISSUER NO N/A N/A
CAPITAL I AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL OF THE COMPANY BY UP TO EUR 30,720,000
BY ISSUING NEW BEARER PREFERRED SHARES AGAINST PAYMENT
IN CASH ON OR BEFORE 23 MAY 2010 AND GRANT SUBSCRIPTION
RIGHTS TO THE SHAREHOLDERS EXCEPT FOR RESIDUAL AMOUNTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG
TICKER: FMS CUSIP: 358029106
MEETING DATE: 5/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #02: RESOLUTION ON APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT.
PROPOSAL #03: RESOLUTION TO APPROVE THE ACTIVITIES OF ISSUER NO N/A N/A
THE MANAGEMENT BOARD DURING THE FISCAL YEAR 2004.
PROPOSAL #04: RESOLUTION TO APPROVE THE ACTIVITIES OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2004.
PROPOSAL #05: SELECTION OF THE AUDITOR FOR THE FISCAL ISSUER NO N/A N/A
YEAR 2005.
PROPOSAL #06: BY-ELECTION OF THE SUPERVISORY BOARD. ISSUER NO N/A N/A
PROPOSAL #07: RESOLUTION TO BE ADOPTED ON AN ADJUSTMENT ISSUER NO N/A N/A
OF FEES FOR MEMBERS OF THE SUPERVISORY BOARD AND
MODIFICATION OF THE ARTICLES.
PROPOSAL #08: RESOLUTION CONCERNING REVOCATION OF THE ISSUER NO N/A N/A
PREVIOUS AUTHORIZED CAPITAL I AND FOR THE CREATION OF
NEW AUTHORIZED CAPITAL I AND A CORRESPONDING
MODIFICATION OF THE ARTICLES OF ASSOCIATION.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJI PHOTO FILM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 12.5 YEN
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJITSU FRONTECH LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY6, FINAL JY 6, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: AMEND BUSINESS LINES - ISSUER YES FOR N/A
AUTHORIZE PUBLIC ANNOUNCEMENTS INELECTRONIC FORMAT
PROPOSAL #3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES FOR N/A
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ISSUER: FYFFES PLC (FORMERLY FII-FYFFES PLC)
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE STATEMENTS OF ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004 AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE TO CONFIRM THE INTERIM DIVIDEND OF ISSUER YES FOR N/A
EUR 1.53 CENT PER SHARE AND DECLARE A FINAL DIVIDEND OF
EUR 5.20 CENT PER SHARE ON THE ORDINARY SHARES FOR THE
YE 31 DEC 2004
PROPOSAL #3.a: RE-ELECT MR. C.P. MCCANN AS A DIRECTOR, ISSUER YES ABSTAIN N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE
GOVERNANCE
PROPOSAL #3.b: RE-ELECT MR. R.B. HYNES AS A DIRECTOR, ISSUER YES ABSTAIN N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE
GOVERNANCE
PROPOSAL #3.c: RE-ELECT MR. J.D. MCCOURT AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE
GOVERNANCE
PROPOSAL #3.d: RE-ELECT MR. D.J. BERGIN AS A DIRECTOR, ISSUER YES ABSTAIN N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE
GOVERNANCE
PROPOSAL #3.e: RE-ELECT MR. G.B. SCANLAN AS A DIRECTOR, ISSUER YES ABSTAIN N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE
GOVERNANCE
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES ABSTAIN N/A
REMUNERATION OF THE AUDITORS FOR THE YE 31 DEC 2005
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES SECTION 20 OF THE COMPANIES ACT 1983 UP TO
AN AGGREGATE NOMINAL AMOUNT OF EUR 6,969,279
116,154,648 SHARES ; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OR 18 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.6.a: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 6(D) OF THE ARTICLES OF ASSOCIATION AND SECTION
24 OF THE COMPANIES ACT, 1983, TO ALLOT EQUITY
SECURITIES SECTION 23 OF THE ACT FOR CASH PURSUANT TO
THE AUTHORITY TO ALLOT RELEVANT SECURITIES CONFERRED ON
THE DIRECTORS BY RESOLUTION 5, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 23(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE MATTERS PROVIDED FOR IN THE
ARTICLE 6(D)(I) AND (II) OF THE ARTICLES OF ASSOCIATION
AND PROVIDED FURTHER THAT THE AGGREGATE NOMINAL VALUE OF
ANY SHARES WHICH MAY BE ALLOTTED PURSUANT TO ARTICLE
6(D)(II) MAY NOT EXCEED EUR 1,045,392 17,423,197 SHARES
REPRESENTING 5% OF THE NOMINAL VALUE OF THE ISSUED
SHARES CAPITAL
PROPOSAL #s.6.b: AUTHORIZE THE COMPANY AND/OR ANY ISSUER YES FOR N/A
SUBSIDIARY OF THE COMPANY SECTION 155 OF THE COMPANIES
ACT, 1963 TO MAKE MARKET PURCHASES SECTION 212 OF THE
COMPANIES ACT, 1990 OF SHARES OF ANY CLASS OF THE
COMPANY SHARES ON SUCH TERMS AND CONDITIONS AND IN
SUCH MATTERS AS THE DIRECTORS MAY DETERMINE FROM TIME TO
TIME BUT SUBJECT TO THE PROVISIONS OF THE COMPANIES
ACT, 1990 OF UP TO 34,846,394 ORDINARY SHARES
REPRESENTING 10% OF THE ISSUED SHARE CAPITAL , AT A
MINIMUM PRICE EQUAL TO THE NOMINAL VALUE THEREOF AND THE
MAXIMUM PRICE EQUAL TO 105% OF THE AVERAGE OF THE FIVE
AMOUNTS RESULTING FOR SUCH SHARES DERIVED FROM THE IRISH
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS, PROVIDED THE AVERAGE PRICE SHALL BE: A)
THE AVERAGE OF THE PRICES AT WHICH SUCH DEALINGS TOOK
PLACE IF THERE SHALL BE MORE THAN ONE DEALING REPORTED
FOR THE DAY; OR B) THE PRICE AT WHICH SUCH DEALING TOOK
PLACE IF THERE SHALL BE ONLY ONE DEALING REPORTED FOR
THE DAY; OR C) IF THERE SHALL NOT BE ANY DEALING
REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH AND LOW
MARKET GUIDE PRICE FOR THAT DAY OR IF THERE SHALL BE
ONLY A HIGH BUT NOT A LOW OR A LOW BUT NOT A HIGH
MARKET GUIDE PRICE; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18
MONTHS AFTER PASSING OF THIS RESOLUTION ; AND THE
COMPANY MAY ENTER IN TO A CONTRACT FOR THE PURCHASE OF
SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #s.6.c: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITY CONFERRED BY RESOLUTION 6(B), FOR THE PURPOSE
OF SECTION 209 OF THE COMPANIES ACT 1990 TO REISSUE
PRICE RANGE AT WHICH ANY TREASURY SHARES SECTION 209
FOR THE TIME BEING HELD BY THE COMPANY BE RE-ISSUED OFF-
MARKET BE AS FOLLOWS: A) THE MAXIMUM PRICE AT WHICH ANY
SUCH SHARE BE RE-ISSUED OFF-MARKET BE AN AMOUNT EQUAL TO
120% OF THE APPROPRIATE PRICE; AND B) THE MINIMUM PRICE
AT WHICH A SUCH SHARE BE RE-ISSUED OFF-MARKET BE AN
AMOUNT EQUAL TO 95% OF THE APPROPRIATE PRICE FOR SUCH
SHARES DERIVED FROM THE IRISH STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS,
PROVIDED THAT THE APPROPRIATE AVERAGE SHALL BE: A) IF
THERE SHALL BE MORE THAN ONE DEALING REPORTED FOR THE
DAY, THE AVERAGE OF THE PRICES AT WHICH SUCH DEALINGS
TOOK PLACE; OR B) IF THERE SHALL BE ONLY ONE DEALING
REPORTED FOR THE DAY, THE PRICE AT WHICH SUCH DEALING
TOOK PLACE; C) IF THERE SHALL NOT BE ANY DEALING
REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH AND LOW
MARKET GUIDE PRICE FOR THAT DAY; D) IF THERE SHALL BE
ONLY A HIGH BUT NOT A LOW OR ONLY A LOW BUT NOT A
HIGH MARKET GUIDE PRICE REPORTED; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 18 MONTHS AFTER PASSING OF THIS RESOLUTION ;
AND THE COMPANY MAY ENTER IN TO A CONTRACT FOR THE
PURCHASE OF SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #7.: AUTHORIZE THE EXTENSION OF THE FYFFES PLC ISSUER YES FOR N/A
REVENUE APPROVED PROFIT SHARING SCHEME FOR A FURTHER
PERIOD OF 10 YEARS SO THAT IT SHALL NOW NOT TERMINATE
UNTIL AFTER THE APPROPRIATION OF SHARES IN RESPECT OF
THE FYE IN 2014
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ISSUER: GAZPROM O A O
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF OAO GAZPROM ISSUER YES FOR N/A
FOR 2004
PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTING STATEMENTS, ISSUER YES FOR N/A
INCLUDING THE PROFIT AND LOSS REPORT, OF THE COMPANY
BASED ON THE RESULTS OF 2004
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF THE COMPANY'S ISSUER YES FOR N/A
PROFIT BASED ON THE RESULTS OF 2004
PROPOSAL #4.: APPROVE, THE AMOUNT OF, TIME FOR AND FORM ISSUER YES FOR N/A
OF PAYMENT OF ANNUAL DIVIDENDS ON THE COMPANY'S SHARES
PROPOSED BY THE COMPANY'S BOARD OF DIRECTORS
PROPOSAL #5.: APPROVE TO PAY REMUNERATION TO MEMBERS OF ISSUER YES AGAINST N/A
THE COMPANY'S BOARD OF DIRECTORS AND AUDIT COMMISSION IN
THE AMOUNT RECOMMENDED BY THE COMPANY'S BOARD OF
DIRECTORS
PROPOSAL #6.: APPROVE ZAO PRICEWATERHOUSECOOPERS AUDIT ISSUER YES FOR N/A
AS THE COMPANY'S EXTERNAL AUDITOR
PROPOSAL #7.: APPROVE THE PROPOSED AMENDMENTS AND ISSUER YES FOR N/A
ADDITIONS NO. 1 TO THE CHARTER OF THE COMPANY
PROPOSAL #8.: APPROVE THE PROPOSED AMENDMENTS AND ISSUER YES FOR N/A
ADDITIONS NO. 2 TO THE CHARTER OF THE COMPANY
PROPOSAL #9.: APPROVE THE PROPOSED AMENDMENTS AND ISSUER YES FOR N/A
ADDITIONS NO. 3 TO THE CHARTER OF THE COMPANY
PROPOSAL #10.: APPROVE THE AMENDMENTS AND ADDITIONS NO. ISSUER YES FOR N/A
1 TO THE CHARTER OF OAO GAZPROM THATHAVE BEEN PROPOSED
BY THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #11.: APPROVE THE AMENDMENTS AND ADDITIONS NO. ISSUER YES FOR N/A
2 TO THE CHARTER OF OAO GAZPROM THATHAVE BEEN PROPOSED
BY THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #12.: APPROVE THE AMENDMENTS AND ADDITIONS NO. ISSUER YES FOR N/A
3 TO THE CHARTER OF OAO GAZPROM THATHAVE BEEN PROPOSED
BY THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #13.: APPROVE THE AMENDMENTS AND ADDITIONS TO ISSUER YES FOR N/A
THE REGULATION ON THE BOARD OF DIRECTORS OF OAO GAZPROM
PROPOSAL #14.1: APPROVE THE LOAN TRANSACTIONS BETWEEN ISSUER YES FOR N/A
OAO GAZPRORN AND AB GAZPROMBANK (ZAO) FOR THE RECEIPT BY
OAO GAZPROM OF FUNDS IN A MAXIMUM AMOUNT NOT EXCEEDING
USD 1 BILLION OR ITS EQUIVALENT IN RUBLES OR EUROS, WITH
EACH TRANSACTION INVOLVING A VALUE NOT EXCEEDING 0.3%
OF THE BALANCE SHEET VALUE OF THE COMPANY'S ASSETS
DETERMINED ACCORDING TO ITS ACCOUNTING STATEMENTS AS OF
THE MOST RECENT REPORTING DATE AT THE TIME THE
TRANSACTION IS ENTERED INTO AND HAVING A MATURITY OF UP
TO AND INCLUDING 10 YEARS AND WITH INTEREST FOR USING
THE LOANS TO BE PAID AT A RATE NOT EXCEEDING 10% PER
ANNUM IN THE CASE OF LOANS IN U.S. DOLLARS/EUROS) AND
AT A RATE NOT EXCEEDING 14% PER ANNUM IN THE CASE OF
LOANS IN RUBLES
PROPOSAL #14.2: APPROVE THE LOAN TRANSACTIONS BETWEEN ISSUER YES FOR N/A
OAO GAZPROM AND SBERBANK OF RUSSIA FOR THE RECEIPT BY
OAO GAZPROM OF FUNDS IN A MAXIMUM AMOUNT NOT EXCEEDING
USD 2 BILLION OR ITS EQUIVALENT IN RUBLES OR EUROS, WITH
EACH TRANSACTION INVOLVING A VALUE NOT EXCEEDING 0.3%
OF THE BALANCE SHEET VALUE OF THE COMPANY'S ASSETS
DETERMINED ACCORDING TO ITS ACCOUNTING STATEMENTS AS OF
THE MOST RECENT REPORTING DATE AT THE TIME THE
TRANSACTION IS ENTERED INTO AND HAVING A MATURITY OF NOT
MORE THAN 185 DAYS AND WITH INTEREST FOR USING THE
LOANS TO BE PAID AT A RATE NOT EXCEEDING 9% PER ANNUM
IN THE CASE OF LOANS IN U.S. DOLLARS/EUROS) AND AT A
RATE NOT EXCEEDING 10% PER ANNUM (IN THE CASE OF LOANS
IN RUBLES
PROPOSAL #14.3: APPROVE THE BANK ACCOUNT AGREEMENTS ISSUER YES FOR N/A
PAYMENT PROCESSING AND CASHIER SERVICES AGREEMENTS
BETWEEN OAO GAZPROM AND AB GAZPROMBANK (ZAO), PURSUANT
TO WHICH AB GAZPROMBANK (ZAO) WILL, UPON THE TERMS AND
CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT CASH
TRANSFERRED TO ACCOUNTS OPENED FOR OAO GAZPROM AND
CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE
WITH OAO GAZPROM'S INSTRUCTIONS, AS WELL AS AGREEMENTS
BETWEEN OAO GAZPROM AND AB GAZPROMBANK (ZAO) REGARDLING
MAINTENANCE IN THE ACCOUNT OF A NON-REDUCIBLE BALANCE IN
A MAXIMUM AMOUNT NOT EXCEEDING RUB 20 BILLION OR ITS
EQUIVALENT IN U.S. DOLLARS FOR EACH TRANSACTION, WITH
INTEREST TO BE PAID BY THE BANK IT A RATE NOT LOWER THAN
0.3% PER ANNUM IN THE RELEVANT CURRENCY
PROPOSAL #14.4: APPROVE THE BANK ACCOUNT AGREEMENTS ISSUER YES FOR N/A
PAYMENT PROCESSING AND CASHIER SERVICES AGREEMENTS
BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA, PURSUANT TO
WHICH SBERBANK OF RUSSIA WILL, UPON THE TERMS AND
CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT CASH
TRANSFERRED TO ACCOUNTS OPENED FOR OAO GAZPROM AND
CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE
WITH OAO GAZPROM'S INSTRUCTIONS
PROPOSAL #14.5: APPROVE THE BANK GUARANTEE AGREEMENTS ISSUER YES FOR N/A
BETWEEN OAO GAZPROM AND AB GAZPROMBAN (ZAO), PURSUANT TO
WHICH THE BANK WILL ISSUE GUARANTEES TO THE RUSSIAN
FEDERATION'S CUSTOMS AUTHORITIES WITH RESPECT TO THE
OBLIGATIONS OF THE COMPANY AS A CUSTOMS BROKER TO PAY
CUSTOMS PAYMENTS AND EVENTUAL INTEREST AND PENALTIES, IN
A MAXIMUM AMOUNT OF RUB 50 MILLION AND FOR A PERIOD OF
NOT MORE THAN 14 MONTHS, WITH THE BANK TO BE PAID A FEE
AT A RATE OF NOT MORE THAN 1% PER ANNUM OF THE AMOUNT OF
THE GUARANTEE, AS WELL AS TO THE RUSSIAN FEDERATION'S
TAX AUTHORITIES WITH RESPECT TO THE COMPANY'S
OBLIGATIONS TO PAY EXCISE TAXES IN CONNECTION WITH
EXPORTS OF CRUDE OIL PRODUCTS SUBJECT TO SUCH EXCISE
TAXES, AND EVENTUAL PENALTIES, IN A MAXIMUM AMOUNT OF UP
TO RUB 500 MILLION AND FOR A PERIOD OF NO MORE THAN 12
MONTHS, WITH THE BANK TO BE PAID A FEE AT A RATE OF NOT
MORE THAN 1% PER ANNUM OF THE AMOUNT OF THE GUARANTEE
PROPOSAL #14.6: APPROVE THE GAS SUPPLY AGREEMENTS ISSUER YES FOR N/A
BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ FOR A MAXIMUM
AMOUNT OF RUB 390 BILLION, PURSUANT TO WHICH OAO GAZPROM
WILL SUPPLY, AND OOO MEZHREGIONGAZ WILL ACCEPT OFF-
TAKE AND PAY FOR THE GAS IN THE AMOUNT OF NOT MORE THAN
350 BILLION CUBIC METERS, WITH SUPPLIES TO BE MADE ON A
MONTHLY BASIS
PROPOSAL #14.7: APPROVE THE GAS SUPPLY AGREEMENTS ISSUER YES FOR N/A
BETWEEN OAO GAZPROM AND OAO AK SIBUR FOR A MAXIMUM
AMOUNT OF RUB 1.4 BILLION, PURSUANT TO WHICH OAO AK
SIBUR WILL SUPPLY, AND OAO GAZPROM WILL ACCEPT (OFF-
TAKE) AND PAY FOR THE GAS IN THE AMOUNT OF NOT MORE THAN
2 BILLION CUBIC METERS, WITH SUPPLIES TO BE MADE ON A
MONTHLY BASIS
PROPOSAL #14.8: APPROVE THE GAS TRANSPORTATION ISSUER YES FOR N/A
AGREEMENTS BETWEEN OAO GAZPROM AND OAO AK SIBUR FOR A
MAXIMUM AMOUNT OF RUB 4.6 BILLION, PURSUANT TO WHICH OAO
GAZPROM WILL ARRANGE FOR THE TRANSPORTATION OF GAS AND
OAO AK SIBUR WILL PAY FOR THE SERVICES OF GAS
TRANSPORTATION VIA TRUNK GAS PIPELINES IN A TOTAL AMOUNT
OF NOT MORE THAN 12.0 BILLION CUBIC METERS
PROPOSAL #14.9: APPROVE THE GAS TRANSPORTATION ISSUER YES FOR N/A
AGREEMENTS BETWEEN OAO GAZPROM AND OAO TOMSKGAZPROM FOR
A MAXIMUM AMOUNT OF RUB 1.1 BILLION, PURSUANT TO WHICH
OAO GAZPROM WILL ARRANGE FOR THE TRANSPORTATION OF GAS
AND OAO TOMSKGAZPROM WILL PAY FOR THE SERVICES OF GAS
TRANSPORTATION VIA TRUNK GAS PIPELINES IN A TOTAL AMOUNT
OF NOT MORE THAN 4.0 BILLION CUBIC METERS
PROPOSAL #15.1: ELECT MR. AKIMOV ANDREI IGOREVICH AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.2: ELECT MR. ANANENKOV ALEKSANDR ISSUER YES FOR N/A
GEORGIEVICH AS A MEMBER TO THE BOARD OF DIRECTORS OF THE
COMPANY
PROPOSAL #15.3: ELECT MR. BERGMANN BURCKHARD AS A MEMBER ISSUER YES FOR N/A
TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.4: ELECT MR. WARNIG MATTHIAS AS A MEMBER TO ISSUER YES FOR N/A
THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.5: ELECT MR. GAZIZULLIN FARIT RAFIKOVICH AS ISSUER YES FOR N/A
A MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.6: ELECT MR. GLAZER SERGEI FYODOROVICH AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.7: ELECT MR. GREF GERMAN OSKAROVICH AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THECOMPANY
PROPOSAL #15.8: ELECT MR. KARPEL ELENA EVGENIEVNA AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.9: ELECT MR. KLEINER VADIM GEORGIEVICH AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.10: ELECT MR. MEDVEDEV DMITRII ANATOLIEVICH ISSUER YES FOR N/A
AS A MEMBER TO THE BOARD OF DIRECTORSOF THE COMPANY
PROPOSAL #15.11: ELECT MR. MILLER ALEKSEI BORISOVICH AS ISSUER YES FOR N/A
A MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.12: ELECT MR. OGANESYAN SERGEI ARAMOVICH AS ISSUER YES FOR N/A
A MEMBER TO THE BOARD OF DIRECTORS OFTHE COMPANY
PROPOSAL #15.13: ELECT MR. RAYAN CHARLES EMMITT AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.14: ELECT MR. SEREDA MIKHAIL LEONIDOVICH AS ISSUER YES FOR N/A
A MEMBER TO THE BOARD OF DIRECTORS OFTHE COMPANY
PROPOSAL #15.15: ELECT MR. FEDOROV BORIS GRIGORIEVICH AS ISSUER YES FOR N/A
A MEMBER TO THE BOARD OF DIRECTORS OFTHE COMPANY
PROPOSAL #15.16: ELECT MR. KHRISTENKO VIKTOR BORISOVICH ISSUER YES FOR N/A
AS A MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.17: ELECT MR. SHUVALOV IGOR IVANOVICH AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #15.18: ELECT MR. SHCHERBOVICH ILYA VIKTOROVICH ISSUER YES FOR N/A
AS A MEMBER TO THE BOARD OF DIRECTORSOF THE COMPANY
PROPOSAL #15.19: ELECT MR. YUSUFOV IGOR KHANUKOVICH AS A ISSUER YES FOR N/A
MEMBER TO THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #16.1: ELECT MR. ANANIEV STANISLAV ANATOLIEVICH ISSUER YES FOR N/A
TO THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.2: ELECT MR. ARKHIPOV DMITRIY ISSUER YES FOR N/A
ALEKSANDROVICH TO THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.3: ELECT MR. BIKULOV VADIM KASYMOVICH TO ISSUER YES FOR N/A
THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.4: ELECT MR. GRECHUKHIN IGOR NIKOLAEVICH TO ISSUER YES FOR N/A
THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.5: ELECT MR. GULYUKINA SVETLANA ALEKSEEVNA ISSUER YES FOR N/A
TO THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.6: ELECT MR. DOMARATSKAYA NELYA NIKOLAEVNA ISSUER YES FOR N/A
TO THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.7: ELECT MR. ISHUTIN RAFAEL VLADIMIROVICH ISSUER YES FOR N/A
TO THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.8: ELECT MR. LOBANOVA NINA VLADISLAVOVNA TO ISSUER YES FOR N/A
THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.9: ELECT MR. MALGIN OLEG VYACHESLAVOVICH TO ISSUER YES FOR N/A
THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.10: ELECT MR. TKACHENKO ANDREI PETROVICH TO ISSUER YES FOR N/A
THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #16.11: ELECT MR. SHUBIN YURIY IVANOVICH TO THE ISSUER YES FOR N/A
AUDIT COMMISSION OF THE COMPANY
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ISSUER: GEBERIT AG, JONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
2004 AND ACCEPTANCE OF THE AUDITORS REPORT AND THE
GROUP AUDITORS REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF EARNING FOR ISSUER YES FOR N/A
DISTRIBUTION
PROPOSAL #3.: APPROVE THE ACTIONS TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #4.1: RE-ELECT MR. GUNTER F. KELM AS A BOARD OF ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.2: RE-ELECT MR. KURT E. FELLER AS A BOARD OF ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: APPOINT PRICEWATERHOUSECOOPERS AG AS THE ISSUER YES FOR N/A
AUDITORS AND THE GROUP AUDITORS
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ISSUER: GENZYME CORPORATION
TICKER: GENZ CUSIP: 372917104
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES L. COONEY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROBERT J. CARPENTER ISSUER YES FOR FOR
PROPOSAL #02: A PROPOSAL TO AMEND THE 1999 EMPLOYEE ISSUER YES FOR FOR
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK COVERED BY THE PLAN BY 1,000,000 SHARES.
PROPOSAL #03: A PROPOSAL TO AMEND THE 2004 EQUITY ISSUER YES AGAINST AGAINST
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK COVERED BY THE PLAN BY 10,000,000 SHARES.
PROPOSAL #04: A PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2005.
PROPOSAL #05: A SHAREHOLDER PROPOSAL THAT DIRECTORS BE SHAREHOLDER YES FOR AGAINST
ELECTED ANNUALLY.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GESTEVISION TELECINCO S.A.
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND REVIEW THE INDIVIDUAL ANNUAL ISSUER YES ABSTAIN N/A
FINANCIAL STATEMENTS THE BALANCE SHEET, THE PROFIT AND
LOSS STATEMENT, AND THE NOTES AND THE MANAGEMENT REPORT
OF THE COMPANY AND THE CONSOLIDATED GROUP FOR THE FYE
ON 31 DEC 2004
PROPOSAL #2.: APPROVE THE INCOME DISTRIBUTION PROPOSAL ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE AND REVIEW THE BOARD OF DIRECTORS ISSUER YES ABSTAIN N/A
MANAGEMENT DURING THE FY 2004
PROPOSAL #4.: RATIFY THE ADVISORS BY THE BOARD OF ISSUER YES ABSTAIN N/A
DIRECTORS
PROPOSAL #5.: APPROVE TO REPAYMENT THE BOARD OF DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #6.: APPROVE THE DISTRIBUTION OF THE STOCK ISSUER YES ABSTAIN N/A
OPTIONS TO THE ADVISORS AND THE HIGH DIRECTORS OF THE
COMPANY AS REPAYMENT
PROPOSAL #7.: APPROVE THE ESTABLISHMENT OF A REPAYMENT ISSUER YES ABSTAIN N/A
SYSTEM FOR THE EXECUTIVE ADVISORS AND THE DIRECTORS OF
THE COMPANY AND THE CONSOLIDATED GROUP
PROPOSAL #8.: AUTHORIZE THE COMPANY TO ACQUIRE ITS ISSUER YES ABSTAIN N/A
TREASURY STOCK, DIRECTLY OR THROUGH ITS GROUP COMPANIES,
IN ACCORDANCE WITH ARTICLE 75 OF THE SPANISH COMPANY
LAW LEY DE SOCIEDAD ES ANONIMAS CANCELLING THE
AUTHORITY GRANTED BY BEFORE GENERAL SHAREHOLDER
MEETINGS; AND TO APPLY THE TREASURE STOCK TO THE STOCK
OPTIONS REPAYING PROGRAMS
PROPOSAL #9.: APPOINT THE ACCOUNT AUDITORS OF THE ISSUER YES ABSTAIN N/A
COMPANY AND ITS CONSOLIDATED GROUP
PROPOSAL #10.: APPROVE THE DELEGATION OF POWERS TO ISSUER YES ABSTAIN N/A
IMPLEMENT, EXECUTE AND CARRY OUT THE RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLOBE TELECOM INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DETERMINATION OF QUORUM ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE MINUTES OF PREVIOUS MEETING ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE ANNUAL REPORT OF THE OFFICERS ISSUER YES FOR N/A
PROPOSAL #4.A: RATIFY ALL ACTS AND RESOLUTIONS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND MANAGEMENT ADOPTED IN THE
ORDINARY COURSE OF BUSINESS DURING THE PRECEDING YEAR
PROPOSAL #4.B: RATIFY THE RESOLUTION OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS ADOPTED ON 01 FEB 2005 REDUCING THE AUTHORIZED
CAPITAL STOCK TO CANCEL TREASURY SHARES, AND APPROVE
THE AMENDMENT TO THE ARTICLE 7 OF THE AMENDED ARTICLES
OF INCORPORATION TO REFLECT THE SAME
PROPOSAL #5.: ELECT THE DIRECTORS INCLUDING THE ISSUER YES ABSTAIN N/A
INDEPENDENT DIRECTORS
PROPOSAL #6.: ELECT THE AUDITORS AND APPROVE TO FIX ISSUER YES AGAINST N/A
THEIR REMUNERATION
PROPOSAL #7.: ANY OTHER BUSINESS ISSUER YES AGAINST N/A
PROPOSAL #8.: ADJOURNMENT ISSUER YES FOR N/A
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ISSUER: GMM GRAMMY PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE AGM ISSUER YES FOR N/A
OF THE SHAREHOLDERS FOR 2004 HELD ON 26 APR 2004
PROPOSAL #2.: APPROVE THE COMPANY'S BALANCE SHEETS AS AT ISSUER YES FOR N/A
31 DEC 2004 AND THE PROFIT AND LOSS STATEMENTS FOR THE
YE 31 DEC 2004
PROPOSAL #3.: APPROVE THE ALLOCATION OF NET PROFIT FOR ISSUER YES FOR N/A
LEGAL RESERVES AND DIVIDEND PAYMENTS FOR 2004
OPERATIONAL RESULTS
PROPOSAL #4.: APPOINT THE NEW DIRECTORS AND THE ISSUER YES FOR N/A
REPLACEMENT OF THE NEW DIRECTORS TO SUCCEED THOSE
COMPLETING THEIR TERMS AND TO CONSIDER THE DIRECTORS
REMUNERATION
PROPOSAL #5.: APPOINT THE COMPANY'S AUDITOR AND APPROVE ISSUER YES FOR N/A
THE AUDIT FEE
PROPOSAL #6.: OTHER ISSUES IF ANY ISSUER YES AGAINST N/A
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ISSUER: GOLD FIELDS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/16/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE AND ADOPT THE CONSOLIDATED ISSUER YES FOR N/A
AUDITED ANNUAL FINANCIAL STATEMENTS OF THE COMPANY AND
ITS SUBSIDIARIES, INCORPORATING THE AUDITORS AND THE
DIRECTORS REPORTS FOR THE YE 30 JUN 2004
PROPOSAL #O.2: RE-ELECT MR. K. ANSAH AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN TERMS OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #O.3: RE-ELECT MR. G.R. PARKER AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN TERMS OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #O.4: RE-ELECT MR. T.M.G. SEXWALE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES IN TERMS OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #O.5: RE-ELECT MR. C.M.T. THOMPSON AS A ISSUER YES ABSTAIN N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #O.6: RE-ELECT MR. P.J. RYAN AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES IN TERMS OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #O.7: APPROVE THAT THE ENTIRE AUTHORIZED BUT ISSUER YES FOR N/A
UNISSUED SHARE CAPITAL OF THE COMPANY BE PLACED UNDER
THE CONTROL OF THE DIRECTORS OF THE COMPANY, AFTER
SETTING ASIDE SO MANY SHARES AS MAY BE REQUIRED TO BE
ALLOTTED AND ISSUED BY THE COMPANY IN TERMS OF THE GF
MANAGEMENT INCENTIVE SCHEME AND THE GF NON-EXECUTIVE
DIRECTOR SHARE PLAN, UNTIL THE NEXT AGM WITH THE
AUTHORITY OF ALLOT AND ISSUE ALL OR PART THEREOF IN
THEIR DISCRETION, SUBJECT TO SECTION 221 AND 222 OF THE
COMPANIES ACT, 61 OR 1973, AS AMENDED AND THE LISTING
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA
PROPOSAL #O.8: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY,
SUBJECT TO THE LISTING REQUIREMENTS OF THE JSE
SECURITIES EXCHANGE SOUTH AFRICA JSE AND SUBJECT TO
THE COMPANIES ACT, 61 OF 1973, AS AMENDED, TO ALLOT AND
ISSUE TO PUBLIC SHAREHOLDERS AND NOT TO RELATED PARTIES
ORDINARY SHARES FOR CASH, NOT EXCEEDING IN AGGREGATE IN
ANY ONE FY, 15% OF THE COMPANY'S ISSUED ORDINARY SHARES,
THE NUMBER OF ORDINARY SHARES WHICH MAY BE ISSUED FOR
CASH SHALL BASED ON THE NUMBER OF ORDINARY SHARES IN
ISSUE AT THE DATE OF THE APPLICATION, LESS ANY ORDINARY
SHARES ISSUED BY THE COMPANY DURING THE CURRENT FY,
PROVIDED THAT ANY ORDINARY SHARES TO BE ISSUED FOR CASH
PURSUANT TO A RIGHTS ISSUE ANNOUNCED AND IRREVOCABLE
AND UNDERWRITTEN OR ACQUISITION CONCLUDED UP TO THE
DATE OF APPLICATION MAY BE INCLUDED AS THOUGH THEY WERE
SHARES IN ISSUE AT THE DATE OF APPLICATION, AT THE
MAXIMUM DISCOUNT OF 10% OF THE WEIGHTED AVERAGE TRADED
PRICE ON THE JSE OF SUCH SHARES OVER THE 30 PREVIOUS
DAYS OF THE DATE THAT THE PRICE OF THE ISSUE IS
DETERMINED OR AGREED BY THE DIRECTORS OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OR 15
MONTHS FROM THE DATE OF THIS AGM ; A PRESS ANNOUNCEMENT
GIVING FULL DETAILS, INCLUDING THE IMPACT ON NET ASSET
VALUE AND EARNINGS PER SHARE, WILL BE PUBLISHED AT THE
TIME OF ANY ISSUE REPRESENTING, ON A CUMULATIVE BASIS
WITHIN ONE FY, 5% OR MORE OF THE NUMBER OF SHARES IN
ISSUE PRIOR TO THE ISSUE
PROPOSAL #O.9: APPROVE THE REMUNERATION PAYABLE TO THE ISSUER YES FOR N/A
DIRECTORS OF THE COMPANY WITH EFFECT FROM 01 JAN 2005 AS
FOLLOWS: ANNUAL RETAINER FOR: THE CHAIRMAN OF THE BOARD
ZAR 1,000000; AND EACH CHAIRMAN OF THE RESPECTIVE BOARD
COMMITTEES ZAR 80,000; ANNUAL RETAINER FOR EACH OF THE
OTHER MEMBERS EXCLUDING THE CHAIRMAN OF THE BOARD OF
THE BOARD: ZAR 100,000; THE NOMINATING AND GOVERNANCE
COMMITTEE, THE COMPENSATION COMMITTEE AND THE HEALTH,
SAFETY AND ENVIRONMENTAL COMMITTEE: ZAR 40,000; AND THE
AUDIT COMMITTEE: ZAR 56,000; MEETING ATTENDANCE FEES
PAYABLE TO THE DIRECTORS EXCLUDING THE CHAIRMAN OF THE
BOARD FOR ATTENDING: BOARD MEETINGS ZAR 8,125 PER
MEETING; AND BOARD COMMITTEE MEETINGS ZAR 4,875 PER
MEETING; AND TRAVEL ALLOWANCE PAYABLE TO THE DIRECTORS
USD 4,000 PER INTERNATIONAL TRIP REQUIRED
PROPOSAL #O.10: APPROVE TO PAY A COMPOSITE RETAINER OF ISSUER YES FOR N/A
ZAR 1,167,000 TO MR. CMT THOMPSON FOR THE PERIOD FROM 01
MAR 2004 TO 31 DEC 2004
PROPOSAL #S.1: AUTHORIZE THE DIRECTORS TO APPROVE THE ISSUER YES FOR N/A
REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND ANY OF
THE COMPANY'S SUBSIDIARIES ACQUIRING SHARES IN THE
COMPANY OR ANY HOLDING COMPANY OF THE COMPANY, AND THE
PURCHASE OF SHARES BY THE COMPANY IN ANY HOLDING COMPANY
OF THE COMPANY, NOT EXCEEDING IN AGGREGATE IN ANY ONE
FY, 20% OF THE RELEVANT COMPANY'S ISSUED SHARE CAPITAL
OF THAT CLASS IN ONE FY, AT THE PRICE NOT EXCEEDING 10%
OF THE WEIGHTED AVERAGE MARKET VALUE FOR THE SECURITIES
FOR THE 5 PREVIOUS DAYS OF THE DATE ON WHICH THE
TRANSACTION IS EFFECTED; AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OR 15 MONTHS FROM THE DATE OF THIS AGM
PROPOSAL #S.2: APPROVE TO DELETE ARTICLE 33 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION OF THE COMPANY AND REPLACE IT
WITH NEW ARTICLE
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ISSUER: GOLD FIELDS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/7/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RESOLVED THAT THE TRANSFER TO THE IAMGOLD ISSUER YES FOR N/A
GROUP OF THE ACQUIRED INTERESTS, REPRESENTING ALL OF
GOLD FIELDS SUBSIDIARIES ASSETS LOCATED OUTSIDE THE
SOUTHERN AFRICAN DEVELOPMENT COMMUNITY, IN TERMS OF THE
TRANSACTION, DETAILS OF WHICH ARE REFLECTED IN THE
CIRCULAR, BE AND IS HEREBY APPROVED
PROPOSAL #O.2: RESOLVED THAT ANY MEMBER OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS OF GOLD FIELDS BE AND IS HEREBY AUTHORISED TO
SIGN ALL SUCH DOCUMENTS AND DO ALL SUCH THINGS AS MAY BE
NECESSARY FOR OR INCIDENTAL TO THE IMPLEMENTATION OF
ORDINARY RESOLUTION NUMBER 1
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GOLDEN WEST FINANCIAL CORPORATION
TICKER: GDW CUSIP: 381317106
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LOUIS J. GALEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BERNARD A. OSHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTONIA HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE 2005 STOCK INCENTIVE PLAN. ISSUER YES FOR FOR
PROPOSAL #03: RATIFICATION OF THE SELECTION OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT
OUTSIDE AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GREAT EASTERN HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTOR'S REPORT ISSUER YES FOR N/A
AND AUDITED FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2004
PROPOSAL #2.: APPROVE A FINAL DIVIDEND OF 20 CENTS ISSUER YES FOR N/A
(GROSS) AND A SPECIAL FINAL DIVIDEND OF 3 CENTS (GROSS)
PER ORDINARY SHARE OF 50 CENTS EACH, LESS SINGAPORE
INCOME TAX AT 20 % IN RESPECT OF THE FYE 31 DEC 2004 AS
RECOMMENDED BY THE DIRECTORS
PROPOSAL #3.a.1: RE-APPOINT, PURSUANT TO SECTION 153(6) ISSUER YES ABSTAIN N/A
OF THE COMPANIES ACT, CHAPTER 50, MR. MICHAEL WONG
PAKSHONG AS A DIRECTOR, WHO RETIRES UNDER SECTION 153 OF
THE SAID ACT, TO HOLD OFFICE FROM THE DATE OF THIS AGM
UNTIL THE NEXT AGM
PROPOSAL #3.a.2: RE-APPOINT, PURSUANT TO SECTION 153(6) ISSUER YES ABSTAIN N/A
OF THE COMPANIES ACT, CHAPTER 50, MR. LEE SENG WEE AS A
DIRECTOR, WHO RETIRES UNDER SECTION 153 OF THE SAID ACT,
TO HOLD OFFICE FROM THE DATE OF THIS AGM UNTIL THE NEXT
AGM
PROPOSAL #3.a.3: RE-APPOINT, PURSUANT TO SECTION 153(6) ISSUER YES FOR N/A
OF THE COMPANIES ACT, CHAPTER 50, MR. SHAW VEE MENG AS A
DIRECTOR, WHO RETIRES UNDER SECTION 153 OF THE SAID
ACT, TO HOLD OFFICE FROM THE DATE OF THIS AGM UNTIL THE
NEXT AGM
PROPOSAL #3.b.1: RE-ELECT MR. TAN BENG LEE AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE 91 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.b.2: RE-ELECT PROFESSOR NEO BOON SIONG AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE 91 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.c.1: RE-ELECT DR. CHEONG CHOONG KONG AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 97 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #3.c.2: RE-ELECT MR. DAVID PHILBRICK CONNER AS ISSUER YES FOR N/A
A DIRECTOR, WHO RETIRES UNDER ARTICLE 97 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.c.3: RE-ELECT MR. TAN YAM PIN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 97 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #4.: APPROVE THE DIRECTORS FEE OF SGD 634,000 ISSUER YES FOR N/A
FOR THE FYE 31 DEC 2004
PROPOSAL #5.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
PURSUANT TO SECTION 161 OF THE COMPANIES ACT, CHAPTER 50
AND THE LISTING MANUAL OF THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED SGX-ST , TO ISSUE SHARES IN
THE CAPITAL OF THE COMPANY SHARES WHETHER BY WAY OF
RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GRANT OFFER,
AGREEMENTS OR OPTIONS COLLECTIVELY THE INSTRUMENTS
THAT MIGHT REQUIRE SHARES TO BE ISSUED, INCLUDING BUT
NOT LIMITED TO THE CREATION AND ISSUE OF WARRANTS,
DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO SHARES
AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY
IN THEIR ABSOLUTE DISCRETION DEEM FIT AND ISSUE SHARES
IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE
DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED
THAT: I) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
SHALL NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE
SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY; AND II) SUBJECT TO
SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY SGX-
ST THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE
BASED ON THE COMPANY'S ISSUED SHARE CAPITAL AT THE TIME
OF PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR NEW
SHARES ARISING FROM THE CONVERSION OF CONVERTIBLE
SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE AWARDS
WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS
RESOLUTION IS PASSED AND ANY SUBSEQUENT CONSOLIDATION OR
SUBDIVISION OF SHARES; AND IN EXERCISING THE AUTHORITY
CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY
WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST
FOR THE TIME BEING IN FORCE AND THE ARTICLES OF
ASSOCIATION FOR THE TIME BEING OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY LAW
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE
PROVISIONS OF GREAT EASTERN HOLDINGS EXECUTIVES SHARE
OPTION SCHEME THE SCHEME AND TO ALLOT AND ISSUE FROM
TIME TO TIME SUCH NUMBER OF ORDINARY SHARES IN THE
CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE SCHEME,
PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED PURSUANT TO THE SCHEME SHALL NOT EXCEED 10% OF
THE TOTAL ISSUED SHARE CAPITAL OF THE COMPANY ON THE DAY
PRECEDING THAT DATE
PROPOSAL #8.: TRANSACT ANY OTHER ORDINARY BUSINESS ISSUER YES AGAINST N/A
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ISSUER: GROUPE DANONE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
PROPOSAL #O.2: APPROVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FY, ENDING ON 31 DEC 2004
PROPOSAL #O.3: APPROVE THAT THE PROFITS FOR THE FY ISSUER NO N/A N/A
AMOUNT TO EUR 422,978,494.25 AND THE PRIOR RETAINED
EARNINGS AMOUNT TO EUR 1,268,339,828.36, AND TO
APPROPRIATE THE DISPOSABLE PROFITS OF EUR
1,696,305,822.61 AS FOLLOWS: GLOBAL DIVIDEND: EUR
361,928,952.00; CARRY FORWARD ACCOUNT: EUR
1,334,376,870.61; AN AMOUNT OF EUR 200,000,000.00
CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS WILL BE TRANSFERRED TO THE ORDINARY RESERVES
ACCOUNT; AN AMOUNT OF EUR 4,987,500.00 CHARGED TO THE
ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO THE CARRY
FORWARD ACCOUNT FOLLOWING THIS APPROPRIATION; THE CARRY
FORWARD ACCOUNT WILL AMOUNT TO EUR 1,339,634,370.61;
THE SHAREHOLDERS TO RECEIVE A NET DIVIDEND OF EUR 1.35
PER SHARE AND THIS DIVIDEND WILL BE PAID ON 17 MAY 2005
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. BRUNO BONNELL AS DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. MICHEL DAVID-WEILL AS A DIRECTOR FOR A PERIOD OF 3
YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JACQUES NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.8: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JACQUES VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.9: RATIFY THE CO-OPTATION OF MR. HIROKATSU ISSUER NO N/A N/A
HIRANO AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.10: RATIFY THE CO-OPTATION OF MR. JEAN ISSUER NO N/A N/A
LAURENT, AS A DIRECTOR UNTIL THE OGM CALLED TO
DELIBERATE ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005
PROPOSAL #O.11: APPOINT MR. BERNARD HOURS AS A DIRECTOR ISSUER NO N/A N/A
FOR A PERIOD OF 3 YEARS
PROPOSAL #O.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET, AS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE PRICE:
EUR 60.00; MAXIMUM NUMBER OF SHARES TO BE TRADED:
18,000,000; AUTHORITY IS GIVEN FOR A PERIOD OF 18
MONTHS ; APPROVE TO CANCEL AND REPLACE THE DELEGATION
SET FORTH IN RESOLUTION 12 AND GIVEN BY THE COMBINED
GENERAL MEETING OF 15 APR 2004 AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 12 AND
GIVEN BY THE COMBINED GENERAL MEETING OF 11 APR 2003, TO
ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS OR
SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT OF EUR
2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 5
YEARS
PROPOSAL #O.14: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 13 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
45,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF THE
COMPANY AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL, PREFERENTIAL RIGHT OF SUBSCRIPTION MAINTAINED
AND THE NOMINAL VALUE OF DEBT SECURITIES ISSUED NOT
EXCEEDING EUR 2,000,000,000.00; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 14 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
33,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF THE
COMPANY AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL, WITHOUT THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED PROVIDED THAT THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER NO N/A N/A
THE ISSUES REFERRED TO IN RESOLUTIONS 14 AND 15, TO
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 14 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
AS A REMUNERATION OF SHARES TENDERED TO ANY PUBLIC
EXCHANGE OFFER MADE BY THE COMPANY; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.18: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
ISSUE THE COMPANY'S SHARES AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE
CONTRIBUTIONS IN KIND, PROVIDED THAT IT DOES NOT EXCEED
10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.19: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
ISSUE ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
SECURITIES GIVING RIGHTS TO THE ALLOCATION OF THE DEBT
SECURITIES SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED
TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED THAT THE
NOMINAL VALUE OF DEBT SECURITIES TO BE ISSUED SHALL NOT
EXCEED EUR 2,0000,000,000.00; AUTHORITY IS GIVEN FOR A
PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00 BY WAY
OF CAPITALIZING RETAINED EARNINGS, INCOME OR ADDITIONAL
PAID-IN CAPITAL OR ANY OTHER CAPITALIZABLE ITEMS, TO BE
CARRIED OUT THROUGH THE ISSUE AND ALLOCATION OF FREE
SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES OR BY SIMULTANEOUSLY; AUTHORITY IS GIVEN FOR A
PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #O.21: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
REPLACING THE DELEGATION SET FORTH IN RESOLUTION 15 AND
GIVEN BY THE GENERAL MEETING OF 15 APR 2004 , TO
INCREASE THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY'S
EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY SAVINGS
PLAN PROVIDED THAT THE AMOUNT SHALL NOT EXCEED
2,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.22: AUTHORIZE THE COMPANY AND ITS ISSUER NO N/A N/A
SUBSIDIARIES, EMPLOYEES AND OFFICERS, REPLACING THE
DELEGATION SET FORTH IN RESOLUTION 15 AND GIVEN BY THE
GENERAL MEETING OF 15 APR 2004, TO PURCHASE COMPANY'S
EXISTING SHARES, PROVIDED THAT THE TOTAL NUMBER OF
SHARES NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS IN ONE ISSUER NO N/A N/A
OR MORE TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES,
EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES,
PROVIDED THAT THE TOTAL NUMBER OF SHARES NOT TO EXCEED
0.40% OF THE COMPANY'S SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #O.24: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
SUBSTITUTION TO THE EARLIER AUTHORIZATIONS, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN,
PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN
THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 24 MONTHS
PROPOSAL #O.25: GRANT ALL POWERS TO THE BEARER OF THE A ISSUER NO N/A N/A
COPY OF AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND
REGISTRATIONS PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HACI OMER SABANCI HOLDING AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND CONSTITUTION OF THE PRESIDING ISSUER NO N/A N/A
COMMITTEE
PROPOSAL #2.: AUTHORIZE THE PRESIDING COMMITTEE TO SIGN ISSUER NO N/A N/A
THE MEETING MINUTES
PROPOSAL #3.: RECEIVE AND DISCUSS THE BOARD OF DIRECTORS ISSUER NO N/A N/A
AND AUDITOR REPORTS ON THE YEAR 2004 ACTIVITIES AND
ACCOUNTS
PROPOSAL #4.: RECEIVE, DISCUSS AND RATIFY THE YEAR 2004 ISSUER NO N/A N/A
BALANCE SHEET AND PROFIT AND LOSS STATEMENT AND APPROVE
THE PROPOSAL ON THE PROFIT DISTRIBUTION
PROPOSAL #5.: DISCHARGE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND AUDITORS FROM LIABILITY FOR THE YEAR 2004
ACTIVITIES OF THE COMPANY
PROPOSAL #6.: SET THE REMUNERATION OF THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #7.: APPOINT THE AUDITOR AND SET THEIR TERM IN ISSUER NO N/A N/A
OFFICE AND REMUNERATION
PROPOSAL #8.: RATIFY THE INDEPENDENT EXTERNAL AUDIT FIRM ISSUER NO N/A N/A
APPOINTED BY THE BOARD OF DIRECTORS
PROPOSAL #9.: DECIDE ON THE AMENDMENT OF THE ARTICLE 10 ISSUER NO N/A N/A
OF THE ARTICLES OF ASSOCIATION REGARDING THE CAPITAL
AND ADDITION OF A TEMPORARY ARTICLE TO THE ARTICLES OF
ASSOCIATION IN RELATION TO THIS ARTICLE
PROPOSAL #10.: AUTHORIZE THE CHAIRMAN AND MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO EXERCISE THEIR RIGHTS SUBJECT TO
TURKISH LAW NO. 334 AND NO 335
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANSON PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS AND THE ISSUER YES FOR N/A
REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31
DEC 2004
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT AS SET OUT ISSUER YES FOR N/A
IN THE ANNUAL REPORT AND FORM 20-F FOR THE YE 31 DEC
2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 12.80 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE PAYABLE ON 29 APR 2005 TO THE
SHAREHOLDERS AT THE CLOSE OF BUSINESS ON 08 APR 2005
PROPOSAL #4.a: RE-ELECT MR. G. DRANSFIELD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.b: RE-ELECT MR. J.C. NICHOLLS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.c: RE-ELECT THE BARONESS NOAKES DBE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.d: RE-ELECT MR. J.W. LENG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.e: RE-ELECT MR. M.W. WELTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT ERNEST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
PROPOSAL #6.a: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
AND SUBJECT TO THE TERMS OF THE ARTICLES 4.2 AND 4.4 OF
THE COMPANY'S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE AMOUNT OF GBP 24,550,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2006
UNLESS RENEWED, VARIED OR REVOKED BY THE COMPANY PRIOR
TO SUCH EXPIRY
PROPOSAL #S.6.b: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
AND SUBJECT TO THE TERMS OF THE ARTICLES 4.3 AND 4.4 OF
THE COMPANY'S ARTICLES OF ASSOCIATION, TO ALLOT EQUITY
SECURITIES WHOLLY FOR CASH UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 3,680,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2006
PROPOSAL #S.7: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 73.6 MILLION ORDINARY SHARES OF 10P EACH IN THE
COMPANY, AT A MINIMUM PRICE OF 10P AND NOT MORE THAN 5%
ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2006 ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
PROPOSAL #S.8: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION BY DELETING ARTICLE 143 AND REPLACING IT
WITH THE NEW ONE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HBOS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REPORT OF THE BOARD IN ISSUER YES FOR N/A
RELATION TO REMUNERATION POLICY AND PRACTICE FOR THE FYE
31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 22.15 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE FOR THE YE 31 DEC 2004 AND PAID ON 13
MAY 2005 TO HOLDERS OF THE ORDINARY SHARES ON THE
REGISTER ON 18 MAR 2005 IN RESPECT OF EACH ORDINARY
SHARES
PROPOSAL #4.: ELECT MR. MARK TUCKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. DENNIS STEVENSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. CHARLES DUNSTONE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. COLIN MATTHEW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. ANTHONY HOBSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
SHAREHOLDERS IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT 1985 AND APPROVE THAT THEIR REMUNERATION
BE DETERMINED BY THE AUDIT COMMITTEE
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS TO ALLOT EQUITY ISSUER YES FOR N/A
SECURITIES SECTION 94 OF THE COMPANIES ACT 1985
INCLUDING SALE OF TREASURY SHARES, FOR CASH, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE
ACT : A) OF AN UNLIMITED AMOUNT IN CONNECTION WITH A
RIGHTS ISSUE AS IN ARTICLE 21.7; B) IN ADDITION OF AN
AGGREGATE NOMINAL AMOUNT OF GBP 49,080,217; AND C)
PURSUANT TO ANY APPROVED AND UNAPPROVED SHARE OPTION
SCHEME; AUTHORITY EXPIRES THE EARLIER OF THE DATE OF
THE AGM OF THE COMPANY IN 2006 OR 12 JUN 2006 ; AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY; IN WORKING OUT OF
THE MAXIMUM AMOUNT OF EQUITY SECURITIES FOR THE PURPOSE
OF PARAGRAPH (A) (II) OF THIS RESOLUTION, THE NOMINAL
VALUE OF RIGHTS TO SUBSCRIBE FOR SHARES OR TO CONVERT
ANY SECURITIES INTO SHARES WILL BE TAKEN AS THE NOMINAL
VALUE OF THE SHARES WHICH WOULD BE ALLOTTED IF THE
SUBSCRIPTION OR CONVERSION TAKES PLACE; AND FOR THE
REFERENCES TO AN ALLOTMENT OF EQUITY SECURITIES SHALL
INCLUDE A SALE OF TREASURY SHARES AND THE POWER, INSOFAR
AS IT RELATES TO THE ALLOTMENT OF THE EQUITY SECURITIES
RATHER THAN THE SALE OF TREASURY SHARES, IS GRANTED
PURSUANT TO THE AUTHORITY UNDER SECTION 80 OF THE ACT
CONFERRED BY ARTICLE 21 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985 THE ACT , TO
MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO
392,565,936 ORDINARY SHARES OF THE CAPITAL OF THE
COMPANY AND, WHERE SHARES ARE HELD AS TREASURY SHARES
FOR THE PURPOSE OF EMPLOYEE SHARE PLANS OPERATED BY THE
COMPANY, AT A MINIMUM PRICE OF 25P NOMINAL VALUE AND UP
TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2006 OR 27 JUL 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
SECTION 347C OF THE COMPANIES ACT 1985 THE ACT TO A)
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT
EXCEEDING GBP 100,000 IN TOTAL; AND B) INCUR EU
POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2006 OR 27 JUL 2006
PROPOSAL #13.: APPROVE THE INCREASE IN AUTHORIZED SHARE ISSUER YES FOR N/A
CAPITAL
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEINEKEN NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF MANAGEMENT BOARD ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS
PROPOSAL #3.: RECEIVE THE EXPLANATION OF COMPANY'S ISSUER NO N/A N/A
RESERVES AND DIVIDEND POLICY
PROPOSAL #4.: APPROVE THE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS
PROPOSAL #5.: APPROVE THE DISCHARGE OF EXECUTIVE BOARD ISSUER NO N/A N/A
PROPOSAL #6.: APPROVE THE DISCHARGE OF SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #7.: AMEND THE ARTICLES TO REFLECT ISSUER NO N/A N/A
RECOMMENDATIONS OF DUTCH CORPORATE GOVERNANCE CODE AND
AMENDMENTS TO BOOK 2 OF DUTCH CIVIL CODE ON TWO-TIERED
COMPANY REGIME
PROPOSAL #8.: APPROVE THE REMUNERATION REPORT CONTAINING ISSUER NO N/A N/A
REMUNERATION POLICY FOR EXECUTIVE BOARD MEMBERS
PROPOSAL #9.: APPROVE THE LONG-TERM INCENTIVE PLAN FOR ISSUER NO N/A N/A
EXECUTIVE BOARD
PROPOSAL #10.: AUTHORIZE TO REPURCHASE OF UP TO TEN ISSUER NO N/A N/A
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #11.: GRANT THE BOARD AUTHORITY TO ISSUE ISSUER NO N/A N/A
AUTHORIZED YET UNISSUED SHARES UP TO TEN PERCENT
RESTRICTING/EXCLUDING PREEMPTIVE RIGHTS
PROPOSAL #12.1A: RE-ELECT MAARTEN DAS TO SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #12.1B: ELECT RUUD OVERGAAUW TO SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #12.2A: RE-ELECT JAN MICHIEL HESSELS TO ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #12.2B: ELECT JOS BUIJS TO SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #13.: APPROVE REMUNERATION OF SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #14.: DISCUSS ABOUT COMPANY'S CORPORATE ISSUER NO N/A N/A
GOVERNANCE CODE
PROPOSAL #15.: APPROVE ENGLISH AS THE OFFICIAL LANGUAGE ISSUER NO N/A N/A
OF THE ANNUAL REPORT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HENDERSON LAND DEVELOPMENT CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/6/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED STATEMENT ISSUER YES FOR N/A
OF THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 30 JUN 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.a: RE-ELECT MR. GORDON KWONG CHE KEUNG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.b: RE-ELECT MR. ALEX WU SHU CHIH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.c: RE-ELECT MR. KO PING KEUNG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.d: RE-ELECT MR. LEE SHAU KEE AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.e: RE-ELECT MR. FUNG LEE WOON KING AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #3.f: RE-ELECT MR. LO TAK SHING AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.g: RE-ELECT MR. PO-SHING WOO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.h: RE-ELECT MR. LEUNG HAY MAN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.i: RE-ELECT MR. LI NING AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.j: AUTHORIZE THE BOARD TO FIX DIRECTORS ISSUER YES ABSTAIN N/A
REMUNERATION
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES ABSTAIN N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.a: AUTHORIZE THE DIRECTORS TO REPURCHASE ISSUER YES FOR N/A
ORDINARY SHARES OF HKD 2.00 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR
MAY BE LISTED AND RECOGNIZED BY THE STOCK EXCHANGE AND
THE SECURITIES AND FUTURES COMMISSION UNDER THE HONG
KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES,
SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING
OF SECURITIES FROM TIME TO TIME, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL
OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
PROPOSAL #5.b: AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES FOR N/A
AND DEAL WITH ADDITIONAL SHARES OF THE COMPANY AND MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER
THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF 20%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO I) A
RIGHTS ISSUE; OR II) ANY OPTION SCHEME OR SIMILAR
ARRANGEMENT; OR III) AN ISSUE OF SHARES IN THE COMPANY
OR IV) THE EXERCISE OF THE CONVERSION RIGHTS OR V) ANY
SCRIP DIVIDEND PURSUANT TO THE ARTICLES OF ASSOCIATION
PROPOSAL #5.c: APPROVE TO EXTEND THE GENERAL MANDATE ISSUER YES FOR N/A
GRANTED TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE
AND DEAL WITH ANY ADDITIONAL SHARES OF THE COMPANY
PURSUANT TO RESOLUTION 5.B, BY AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION 5.A,
PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION
PROPOSAL #5.d: APPROVE THAT THE AUTHORIZED SHARE CAPITAL ISSUER YES FOR N/A
OF THE COMPANY BE INCREASED FROM HKD 4,000,000,000 TO
HKD 5,200,000,000 BY THE CREATION OF 600,000,000
ADDITIONAL NEW ORDINARY SHARES OF HKD 2.00 EACH RANKING
IN ALL RESPECTS PARI PASSU WITH THE EXISTING SHARES IN
THE COMPANY
PROPOSAL #S.6: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY: A) BY DELETING A DEFINITION IN ARTICLE 2 AND
SUBSTITUTING IT WITH NEW ONE; B) BY DELETING SOME WORDS
IN ARTICLE 16 AND SUBSTITUTING WITH NEW ONE; C) BY
DELETING SOME WORDS IN ARTICLE 43 AND SUBSTITUTING WITH
NEW ONE; D) BY ADDING SOME WORDS IN ARTICLE 80; E) BY
INSERTING NEW ARTICLE 89A IMMEDIATELY AFTER ARTICLE 89;
F) BY DELETING SOME WORDS IN ARTICLE 106(A) AND
SUBSTITUTING WITH NEW ONE; G) BY DELETING THE EXISTING
ARTICLE 107(D) IN ITS ENTIRETY AND SUBSTITUTING WITH A
NEW ONE; H) BY DELETING THE EXISTING ARTICLE 107(E) IN
TIS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; I) BY
DELETING THE EXISTING ARTICLE 107(G) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; J) BY DELETING THE
EXISTING ARTICLE 107(H) IN ITS ENTIRETY AND SUBSTITUTING
WITH A NEW ONE; K) BY DELETING THE EXISTING ARTICLE
107(I) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE;
L) BY DELETING THE EXISTING ARTICLE 107(J) IN ITS
ENTIRETY AND SUBSTITUTING WITH A NEW ONE; M) BY DELETING
THE EXISTING ARTICLE 107(K) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; N) BY DELETING THE EXISTING
ARTICLE 120 IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW
ONE; O) BY DELETING SOME WORDS IN ARTICLE 122 AND
SUBSTITUTING WITH NEW ONE; P) BY DELETING SOME WORDS IN
ARTICLE 182(A); Q) BY ADDING A NEW ARTICLE 182(C)
IMMEDIATELY AFTER 182(B)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HILTON GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORTS AND ACCOUNTS ISSUER YES FOR N/A
FOR 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT MR. C. BELL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. S.F. BOLLENBACH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: REAPPOINT MR. D.M.C. MICHELS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: APPOINT MR. I.R. CARTER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: APPOINT MR. C.P. WICKS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITOR AND AUTHORIZE THE DIRECTORS TO AGREE THE
AUDITOR'S REMUNERATION
PROPOSAL #9.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #10.: AUTHORIZE DONATIONS TO EU POLITICAL ISSUER YES FOR N/A
ORGANIZATIONS AND EU POLITICAL EXPENDITURE
PROPOSAL #11.: APPROVE TO INCREASE THE AUTHORIZED SHARE ISSUER YES FOR N/A
CAPITAL
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR N/A
PROPOSAL #13.: APPROVE TO DISAPPLY SECTION 89(1) OF THE ISSUER YES FOR N/A
COMPANIES ACT 1985
PROPOSAL #14.: AUTHORIZE THE COMPANY TO PURCHASE ITS OWN ISSUER YES FOR N/A
SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HITACHI LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS FOR THE PURPOSE OF GRANTING STOCK OPTIONS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOCHTIEF AG, ESSEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ANNUAL EARNINGS AND ISSUER NO N/A N/A
THE CONSOLIDATED EARNINGS AS WELL AS THE REPORT OF THE
SUPERVISORY BOARD FOR THE BUSINESS YEAR 2004
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 52,500,000 AS FOLLOWS:
PAYMENT OF DIVIDEND OF EUR 0.75 PER NO-PAR SHARE THE
DIVIDEND ON COMPANY SHARES HELD BY THE COMPANY SHALL BE
CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE: 19 MAY 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: ELECT PWC DEUTSCHE REVISION AG ISSUER NO N/A N/A
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, FRANKFURT AM MAIN AND
ESSEN AS THE AUDITORS FOR THE YEAR 2005
PROPOSAL #6.1: ELECT DR. GERHARD CROMME AS AN OFFICER ISSUER NO N/A N/A
FOR THE SUPERVISORY BOARD
PROPOSAL #6.2: ELECT PROF .DR. HERBERT HENZLER AS AN ISSUER NO N/A N/A
OFFICER FOR THE SUPERVISORY BOARD
PROPOSAL #7.: APPROVE THE REVOCATION OF THE CONTINGENT ISSUER NO N/A N/A
CAPITAL AND AMEND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; AND GRANT AUTHORITY TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 3,584,000
PROPOSAL #8.: AUTHORIZE THE COMPANY TO ACQUIRE AND ISSUER NO N/A N/A
DISPOSE OF OWN SHARES TO ACQUIRE OWN SHARES OF UP TO 10%
OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 17 NOV 2006; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER OTHER
THAN THE STOCK EXCHANGE O R A RIGHTS OFFERING IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, USED FOR ACQUISITION PURPOSES OR FOR THE
FULFILMENT OF CONVERTIBLE AND/OR OPTION RIGHTS, FLOATED
ON FOREIGN STOCK EXCHANGES, OR OFFERED TO THE COMPANY'S
OWN AND ITS AFFILIATES EMPLOYEES AND ALSO RETIRE THE
SHARES
PROPOSAL #9.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO DISPOSE OF OWN SHARES ALREADY BY THE COMPANY TO USE
THESE SHARES FOR THE FULFILMENT OF CONVERTIBLE AND/OR
OPTION RIGHTS RESULTING FROM THE BONDS ISSUED BY THE
COMPANY
PROPOSAL #10.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ISSUE CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLE OF ASSOCIATION, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO ISSUE BEARER BONDS OF UP TO EUR
400,000,000, HAVING A TERM OF UP TO 30 YEARS AND
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY, ONCE OR MORE THAN ONCE ON OR BEFORE 17
MAY 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF
SUCH RIGHTS TO HOLDERS OF CONVERTIBLE AND/OR OPTION
RIGHTS AND FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO
10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE; THE COMPANY'S
SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO
EUR 38,400,000 THROUGH THE ISSUE OF UP TO 15,000,000 NEW
BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL
PROPOSAL #11.: APPROVE THE CREATION OF AUTHORIZED ISSUER NO N/A N/A
CAPITAL AND THE CORRESPONDING AMENDMENT TO THE ARTICLE
OF ASSOCIATION; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 53,760,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST
CONTRIBUTIONS IN CASH AND/OR KIND, ON OR BEFORE 17 MAY
2010 AUTHORIZED CAPITAL ; AND THE SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR A CAPITAL
INCREASE AGAINST CONTRIBUTIONS IN CASH OF UP TO 10% OF
THE SHARE CAPITAL IF THE SHARES ARE ISSUED AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, FOR THE ISSUE
OF SHARES AGAINST CONTRIBUTIONS IN KIND, FOR RESIDUAL
AMOUNTS, AND IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS OF
OPTION AND/OR CONVERTIBLE RIGHTS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOGANAS AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE AGM AND ELECT MR. RAGNAR ISSUER NO N/A N/A
LINDQVIST AS THE CHAIR OF THE MEETING
PROPOSAL #2.: APPROVE THE ELECTORAL REGISTER ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE AGENDA ISSUER NO N/A N/A
PROPOSAL #4.: ELECT TWO MINUTE-CHECKERS ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE TO CONFIRM WHETHER THE MEETING HAS ISSUER NO N/A N/A
BEEN DULY CONVENED
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE AUDIT ISSUER NO N/A N/A
REPORT AND THE CONSOLIDATED ANNUAL REPORT AND THE
CONSOLIDATED AUDIT REPORT
PROPOSAL #7.a: ADOPT THE PROFIT-AND-LOSS STATEMENT AND ISSUER NO N/A N/A
THE BALANCE SHEET AND THE CONSOLIDATED PROFIT-AND-LOSS
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #7.b: APPROVE A DIVIDEND OF SEK 5.75 PER SHARE ISSUER NO N/A N/A
BE PAID FOR THE FY 2004, AT THE DATE OF RECORD TO BE 16
MAY 2005; IF THE AGM ADOPTS THIS PROPOSAL, IT IS
EXPECTED THAT THE DIVIDENDS WILL BE DISTRIBUTED BY VPC
AB ON 19 MAY 2005
PROPOSAL #7.c: GRANT DISCHARGE OF THE DIRECTORS AND ISSUER NO N/A N/A
PRESIDENT FROM LIABILITY
PROPOSAL #8.: APPROVE THAT THE NUMBER OF BOARD MEMBERS ISSUER NO N/A N/A
BE 8 AND NO DEPUTIES
PROPOSAL #9.: APPROVE THE DIRECTORS FEES OF SEK ISSUER NO N/A N/A
1,505,000 ARE PAYABLE, OF WHICH SEK 100,000 FOR
COMMITTEE WORK AND FEES OTHERWISE DIVIDED WITH THE
CHAIRMAN OF THE BOARD RECEIVING SEK 305,000, THE DEPUTY
CHAIRMAN, IF APPOINTED, RECEIVING SEK 225,000 AND OTHER
MEMBERS ELECTED BY THE AGM BUT NOT EMPLOYED BY THE GROUP
EACH RECEIVING SEK 175,000; REMUNERATION TO THE
AUDITORS BE PAID AS INVOICED
PROPOSAL #10.: RE-ELECT MESSRS. ULF G LINDEN, PER MOLIN, ISSUER NO N/A N/A
BERNT MAGNUSSON, HANS MIVER, JENNY LINDEN URNES, MAGNUS
LINDSTAM AND AGNETE RAASCHOU-NIELSEN AS THE DIRECTORS;
AND ELECT MR. ALRIK DANIELSON AS A NEW DIRECTOR
PROPOSAL #11.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER NO N/A N/A
PROPOSAL: APPROVE THAT THE BOARD HAS AN ELECTION
COMMITTEE PREVIOUSLY THE NOMINATION COMMITTEE
COMPRISING 1 REPRESENTATIVE OF EACH OF THE 4 LARGEST
SHAREHOLDERS IN TERMS OF THE VOTE AS OF 31 AUG AND THE
CHAIRMAN OF THE BOARD, UNLESS THE CHAIRMAN IS ELECTED AS
A SHAREHOLDERS REPRESENTATIVE; BY THE END OF AUGUST,
THE CHAIRMAN WILL CONVENE THE APPOINTED SHAREHOLDERS TO
THE ELECTION COMMITTEE; THE NAMES OF THE 4 SHAREHOLDERS
REPRESENTATIVES AND THE SHAREHOLDERS THEY REPRESENT
WILL BE PUBLISHED NO LATER THAN 6 MONTHS BEFORE THE AGM;
THE ELECTION COMMITTEE'S MANDATE WILL EXTEND UNTIL A
NEW ELECTION COMMITTEE IS APPOINTED; UNLESS THE BOARD
MEMBERS ARE UNANIMOUS OTHERWISE, THE CHAIRMAN OF THE
ELECTION COMMITTEE WILL BE THE MEMBER THAT REPRESENTS
THE LARGEST SHAREHOLDER IN TERMS OF THE NUMBER OF VOTES;
NO FEES WILL BE PAID TO THE ELECTION COMMITTEE'S
MEMBERS; IF ANY OF THE 4 LARGEST SHAREHOLDERS IN TERMS
OF THE NUMBER OF VOTES DECLINES ITS RIGHT TO APPOINT A
REPRESENTATIVE TO THE ELECTION COMMITTEE, THE NEXT
LARGEST SHAREHOLDER WILL BE PROVIDED WITH THIS RIGHT; IF
SIGNIFICANT CHANGES TO OWNERSHIP STRUCTURE OCCUR AFTER
THE ELECTION COMMITTEE IS APPOINTED, THE ELECTION
COMMITTEE'S COMPOSITION WILL ALSO BE REVISED PURSUANT TO
THE ABOVE PRINCIPLES; THE ELECTION COMMITTEE WILL
PREPARE AND SUBMIT PROPOSALS TO THE AGM REGARDING:
ELECTION OF THE CHAIRMAN OF THE MEETING; ELECTION OF THE
CHAIRMAN OF THE BOARD AND OTHER BOARD MEMBERS;
DIRECTORS FEES DIVIDED BETWEEN THE CHAIRMAN AND OTHER
BOARD MEMBERS, POTENTIAL REMUNERATION FOR COMMITTEE
WORK; THE ELECTION OF, AND FEES TO, AUDITORS AND DEPUTY
AUDITORS WHERE APPROPRIATE ; THAT COINCIDENT WITH ITS
OTHER ASSIGNMENTS, THE ELECTION COMMITTEE WILL COMPLETE
THE TASKS APPROPRIATE TO THE ELECTION COMMITTEE PURSUANT
TO THE SWEDISH CORPORATE GOVERNANCE CODE, AND WHERE
NECESSARY, POSSESSES THE RIGHT TO LEVY THE COMPANY COSTS
FOR EXTERNAL CONSULTING THAT THE ELECTION COMMITTEE
CONSIDERS NECESSARY FOR THE ELECTION COMMITTEE TO
COMPLETE ITS ASSIGNMENTS; THE ABOVE ORDINANCES REGARDING
THE ELECTION COMMITTEE WILL APPLY UNTIL THE AGM
RESOLVES OTHERWISE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONG KONG AIRCRAFT ENGINEERING CO HAECO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #4.: AUTHORIZE THE DIRECTORS, SUBJECT TO THIS ISSUER YES FOR N/A
RESOLUTION, TO MAKE ON-MARKET SHARE REPURCHASES DURING
THE RELEVANT PERIOD, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM
IS TO BE HELD BY LAW OR THE REVOCATION OR VARIATION OF
THE AUTHORITY GIVEN UNDER THIS RESOLUTION BY THE
ORDINARY RESOLUTION OF THE SHAREHOLDERS IN GENERAL
MEETING
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES AGAINST N/A
AND DEAL WITH ADDITIONAL SHARES AND TO MAKE OR GRANT
OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF A) 20%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY; PLUS B) THE NOMINAL AMOUNT OF
SHARE CAPITAL REPURCHASED UP TO 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL , OTHERWISE
THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING FOR THE
ALLOTMENT OF SHARES IN LIEU OF THE WHOLE OR PART OF A
DIVIDEND ON SHARES, PROVIDED THAT THE AGGREGATE NOMINAL
AMOUNT OF THE SHARES SO ALLOTTED OR SO AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED ,
PURSUANT TO THIS RESOLUTION WHOLLY FOR CASH SHALL NOT
EXCEED 5% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARES
IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW OR THE REVOCATION OR
VARIATION OF THE AUTHORITY GIVEN UNDER THIS RESOLUTION
BY THE ORDINARY RESOLUTION OF THE SHAREHOLDERS IN
GENERAL MEETING
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO EXERCISE THE ISSUER YES FOR N/A
POWERS OF THE COMPANY REFERRED TO IN THE RESOLUTION 5
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONG KONG EXCHANGES AND CLEARING LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.I: ELECT DR. BILL C.P. KWOK AS THE DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.II: ELECT MR. VINCENT K.H. LEE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY, TO ISSUER YES FOR N/A
REPURCHASE SHARES OF THE COMPANY DURING THE RELEVANT
PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE
COMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE
SECURITIES AND FUTURES COMMISSION AND THE STOCK
EXCHANGE FOR THIS PURPOSE UNDER THE HONG KONG CODE ON
SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND/OR REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE
STOCK EXCHANGE OR OF ANY STOCK EXCHANGE AS AMENDED FROM
TIME TO TIME, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD
BY LAW
PROPOSAL #6.: APPROVE THAT A REMUNERATION OF HKD 240,000 ISSUER YES FOR N/A
BE PAID TO EACH OF THE NON-EXECUTIVE DIRECTORS OF HKEX
AT THE CONCLUSION OF THE NEXT AGM OF HKEX FOR THE PERIOD
FROM THE CONCLUSION OF THIS MEETING TO THE CONCLUSION
OF THE NEXT AGM OF HKEX, PROVIDED THAT SUCH REMUNERATION
BE PAID IN PROPORTION TO THE PERIOD OF SERVICE IN THE
CASE IF A DIRECTOR WHO HAS NOT SERVED THE ENTIRE PERIOD
PROPOSAL #7.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
RESOLUTION 8 AND THE APPROVAL OF THE SECURITIES AND
FUTURES COMMISSION TO THE PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION REFERRED TO THEREIN, THE TERMS
OF OFFICE OF THE FOLLOWING DIRECTORS BE FIXED AS
FOLLOWS: A) THE TERMS OF OFFICE OF MESSRS DANNIS J.H.
LEE AND MR. DAVID M. WEBB SHALL CONTINUE UNINTERRUPTED
AND EXPIRE AT THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2006; B) THE TERMS OF OFFICE OF MESSRS JOHN E.
STRICKLAND AND OSCAR S.H. WONG SHALL CONTINUE
UNINTERRUPTED AND EXPIRE AT THE CONCLUSION OF THE AGM OF
THE COMPANY TO IN 2007
PROPOSAL #S.8: AMEND, SUBJECT TO THE WRITTEN APPROVAL OF ISSUER YES FOR N/A
THE SECURITIES AND FUTURES COMMISSION PURSUANT TO
SECTION 67 OF THE SECURITIES AND FUTURES ORDINANCE BY:
A) ADDING SOME WORDS IN ARTICLE 2 OF THE ARTICLES OF
ASSOCIATION OF HKEX; B) DELETING ARTICLE 63 OF THE
ARTICLES OF ASSOCIATION OF HKEX AND REPLACE IT WITH A
NEW ARTICLE; C) DELETING THE ARTICLE 90 OF THE ARTICLES
OF ASSOCIATION ENTIRELY AND REPLACING WITH A NEW ONE; D)
DELETING ARTICLE 92 OF THE ARTICLES OF ASSOCIATION
ENTIRELY AND REPLACING IT WITH A NEW ARTICLE; E)
DELETING ARTICLE 93 OF THE ARTICLES OF ASSOCIATION OF
HKEX ENTIRELY AND REPLACING IT WITH A NEW ARTICLE; F)
DELETING ARTICLE 99(1) OF THE ARTICLES OF ASSOCIATION OF
HKEX ENTIRELY AND REPLACING IT WITH A NEW ARTICLE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONGKONG & SHANGHAI HOTELS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-ELECT MESSRS. WILLIAM E. MOCATTA, JAMES ISSUER YES FOR N/A
S. DICKSON LEACH, PIERRE R. BOPPE AND ROBERT W. MILLER
AS THE DIRECTORS
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO THIS RESOLUTION, TO ALLOT, ISSUE AND DEAL
WITH ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY AND
MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING AND
AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY OTHERWISE THAN PURSUANT TO: I) A RIGHTS
ISSUE; OR II) THE EXERCISE OF ANY SHARE OPTION SCHEME OR
SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND OR
SIMILAR ARRANGEMENT PURSUANT TO THE ARTICLES OF
ASSOCIATION; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
REPURCHASE SHARES OR OTHERWISE ACQUIRE SHARES OF HKD
0.50 EACH IN THE CAPITAL OF THE COMPANY DURING THE
RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG
LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES
OF THE COMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION UNDER THE HONG
KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES,
SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MAY AT
THEIR DISCRETION DETERMINE IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL
OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
PROPOSAL #7.: APPROVE, SUBJECT TO THE PASSING OF THE ISSUER YES FOR N/A
RESOLUTIONS 5 AND 6 ABOVE, TO ADD THE AGGREGATE NUMBER
OF THE SHARES IN THE CAPITAL OF THE COMPANY WHICH ARE
REPURCHASED OR OTHERWISE ACQUIRED BY THE COMPANY
PURSUANT TO RESOLUTION 6 TO THE AGGREGATE NUMBER OF
SHARES IN THE CAPITAL OF THE COMPANY WHICH MAY BE ISSUED
PURSUANT TO RESOLUTION 5
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOSKEN CONSOLIDATED INVESTMENTS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/7/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: AUTHORIZE THE COMPANY TO ISSUE 2,200,000 ISSUER YES AGAINST N/A
ORDINARY SHARES TO MR. GAVIN OCONNORAND 100,000 ORDINARY
SHARES TO MR. GAVIN JONES AT A PRICE OF ZAR 9,50 PER
NEW ORDINARY SHARE
PROPOSAL #O.2: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES AGAINST N/A
DO ALL SUCH THINGS AND SIGN ALL DOCUMENTS INCLUDING
COMPANY FORMS AND TAKE ALL SUCH ACTION AS THEY CONSIDER
NECESSARY TO GIVE EFFECT TO AND IMPLEMENT THE ORDINARY
RESOLUTION AS SPECIFIED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOSKEN CONSOLIDATED INVESTMENTS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/2/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE COMPANY FOR THE YE 31 MAR 2004
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE
AUDITORS CONTAINED THEREIN
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION AS ISSUER YES FOR N/A
SPECIFIED IN THE REPORTS AND ACCOUNTS FOR THE YE 31 MAR
2004
PROPOSAL #3.1: RE-ELECT MR. V.M. ENGEL AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES BY ROTATIONAT THE AGM
PROPOSAL #3.2: RE-ELECT A.M. NTULI AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY, WHO RETIRES BY ROTATION AT THE AGM
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO RE-APPOINT ISSUER YES FOR N/A
FISHER HOFFMAN PKF (JHB) INC. AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND
AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION OF
THE AUDITORS
PROPOSAL #5.: APPROVE THAT THE AUTHORIZED BUT UNISSUED ISSUER YES AGAINST N/A
SHARES IN THE CAPITAL OF THE COMPANYBE PLACED UNDER THE
CONTROL AND AUTHORITY OF THE DIRECTORS OF THE COMPANY
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT,
ISSUE AND OTHERWISE DISPOSE OF SUCH SHARES TO SUCH
PERSON OR PERSONS ON SUCH TERMS AND CONDITIONS AND AT
SUCH TIMES AS THE DIRECTORS OF THE COMPANY MAY FROM TIME
TO TIME AND IN THEIR DISCRETION DEEM FIT, SUBJECT TO
THE PROVISIONS OF THE COMPANIES ACT ACT 61 OF 1973 AS
AMENDED THE ACT , THE ARTICLES OF ASSOCIATION OF THE
COMPANY AND THE LISTING REQUIREMENTS OF THE JSE
SECURITIES EXCHANGE SOUTH AFRICA HJSEH , WHEN APPLICABLE
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
SUBJECT TO THE ACT AND THE ARTICLES OF ASSOCIATION OF
THE COMPANY THE JSE LISTING REQUIREMENTS, TO ISSUE ALL
OR ANY OF THE AUTHORIZED BUT UNISSUED SHARES IN THE
CAPITAL OF THE COMPANY FOR CASH, NOT EXCEEDING IN ANY
ONE FY THE AGGREGATE OF 15% OF THE NUMBER OF SHARES IN
THE COMPANYS ISSUED SHARE CAPITAL OF ORDINARY SHARES, AT
THE MAXIMUM PERMITTED DISCOUNT OF 10% OF THE WEIGHTED
AVERAGE TRADED PRICE OF SUCH SHARES OVER THE 30 DAYS
PRIOR TO THE DATE THAT THE PRICE OF THE ISSUE IS
DETERMINED BY THE DIRECTORS; AUTHORITY IS VALID UNTIL
THE COMPANY'S NEXT AGM AND NOT EXCEEDING 15 MONTHS FROM
THE DATE OF PASSING OF THIS RESOLUTION ; A PAID PRESS
ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE IMPACT
ON THE NET ASSET VALUE AND EARNINGS PER SHARE, WILL BE
PUBLISHED AT THE TIME OF ANY ISSUE OF SHARES
REPRESENTING, ON A CUMULATIVE BASIS WITHIN ONE YEAR, 5%
OR MORE OF THE NUMBER OF THE COMPANYS ISSUED SHARES
PRIOR TO ANY SUCH ISSUE
PROPOSAL #S.7: AUTHORIZE THE COMPANY OR ANY OF ITS ISSUER YES FOR N/A
SUBSIDIARIES, SUBJECT TO THE ARTICLES OF ASSOCIATION OF
THE COMPANY'S AND IN TERMS OF SECTION 85(2) AND 85(3) OF
THE ACT, TO REPURCHASE SECURITIES ISSUED BY THE
COMPANY, ON THE OPEN MARKET OF JSE, AS DETERMINED BY THE
DIRECTORS, BUT SUBJECT TO THE PROVISIONS OF THE ACT AND
THE LISTING REQUIREMENTS OF THE JSE, NOT EXCEEDING IN
AGGREGATE 20% OF THE COMPANYS ISSUED ORDINARY SHARE
CAPITAL IN ANY 1 FY, AT A PRICE OF NO MORE THAN 10%
ABOVE THE WEIGHTED AVERAGE MARKET PRICE OF SUCH SHARES
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OR 15 MONTHS ; A PAID PRESS
ANNOUNCEMENT WILL BE PUBLISHED WHEN THE COMPANY HAS
ACQUIRED, ON A CUMULATIVE BASIS, 3% OF THE INITIAL
NUMBER OF THE RELEVANT CLASS OF SECURITIES AND FOR EACH
3% IN AGGREGATE OF THE INITIAL NUMBER OF THAT CLASS
ACQUIRED THEREAFTER
PROPOSAL #8.: APPROVE THE DISTRIBUTIONS TO SHAREHOLDERS ISSUER YES FOR N/A
OUT OF SHARE PREMIUM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYSAN DEVELOPMENT CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE STATEMENT OF ISSUER YES FOR N/A
ACCOUNTS FOR THE YE 31 DEC 2004 TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND TOGETHER WITH A ISSUER YES FOR N/A
SCRIP ALTERNATIVE FOR THE YE 31 DEC 2004
PROPOSAL #3.1: ELECT MR. FA-KUANG HU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: RE-ELECT DR. GEOFFREY MEOU-TSEN YEH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.3: RE-ELECT MRS. PAULINE WAH LING YU WONG AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #3.4: RE-ELECT MR. PER JORGENSEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: RE-ELECT DR. DEANNA RUTH TAK YUNG RUDGARD ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #3.6: RE-ELECT MR. ANTHONY HSIEN PIN LEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: APPROVE THE ANNUAL DIRECTORS FEES AND ISSUER YES FOR N/A
ADDITIONAL FEES PAYABLE TO THE DIRECTORS SERVING ON
BOARD COMMITTEES OF THE COMPANY SUCH REVISED
REMUNERATION ARRANGEMENTS TO TAKE EFFECT FROM 01 JUL
2005 AND PAYABLE TO DIRECTORS ON A PRO RATA BASIS FOR
THE FYE 31 DEC 2005 AND TO REMAIN THE SAME UNTIL THE
COMPANY IN GENERAL MEETING OTHERWISE DETERMINES: BOARD
OF DIRECTORS: CHAIRMAN HKD 140,000; DEPUTY CHAIRMAN HKD
120,000; DIRECTOR 100,000; AUDIT COMMITTEE: CHAIRMAN HKD
60,000; MEMBER 30,000; OTHER COMMITTEES: CHAIRMAN HKD
30,000, MEMBER HKD 20,000
PROPOSAL #5.: RE-APPOINT MESSRS. DELOITTE TOUCHE ISSUER YES FOR N/A
TOHMATSU AS THE AUDITORS AND AUTHORIZE THEDIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES AGAINST N/A
AND DISPOSE OF ADDITIONAL SHARES IN THE COMPANY AND TO
MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS, WARRANTS OR
OTHER SECURITIES DURING AND AFTER THE RELEVANT PERIOD,
NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT
TO I) A RIGHTS ISSUE; OR II) ANY SHARE OPTION SCHEME OR
SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND OR
SIMILAR ARRANGEMENT PURSUANT TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT
AGM IS TO BE HELD BY LAW
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, DURING THE ISSUER YES FOR N/A
RELEVANT PERIOD, TO PURCHASE OR OTHERWISEACQUIRE SHARES
OF HKD 5.00 EACH IN THE CAPITAL OF THE COMPANY IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE
STOCK EXCHANGE OF HONG KONG LIMITED, NOT EXCEEDING 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS TO BE HELD BY LAW
PROPOSAL #8.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 6 AND 7, THE AGGREGATE NOMINAL AMOUNT OF THE
SHARES WHICH ARE PURCHASED OR OTHERWISE ACQUIRED BY THE
COMPANY PURSUANT TO RESOLUTION 7 SHALL BE ADDED TO THE
AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH MAY BE
ISSUED PURSUANT TO RESOLUTION 6
PROPOSAL #9.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES AGAINST N/A
THE LISTING COMMITTEE OF THE STOCK EXCHANGE OF HONG KONG
LIMITED GRANTING APPROVAL OF THE LISTING OF AND
PERMISSION TO DEAL IN THE SHARES TO BE ALLOTTED AND
ISSUED PURSUANT TO THE EXERCISE OF OPTIONS WHICH MAY BE
GRANTED UNDER A NEW SHARE OPTION SCHEME OF THE COMPANY
THE NEW SCHEME , AS SPECIFIED, AND ADOPT THE RULES OF
THE NEW SCHEME; AND AUTHORIZE THE DIRECTORS TO
ADMINISTER THE NEW SCHEME AND TO GRANT OPTIONS IN
ACCORDANCE WITH THE RULES AND PROVISIONS OF THE NEW
SCHEME; TO ISSUE, ALLOT AND DEAL WITH ANY SHARES FROM
TIME TO TIME PURSUANT TO THE EXERCISE OF OPTIONS UNDER
AND IN ACCORDANCE WITH THE NEW SCHEME; AND TO DO ALL
SUCH OTHER ACTS THINGS AS MAY BE NECESSARY OR EXPEDIENT
AS THEY THINK FIT IN ORDER TO GIVE EFFECT TO THE NEW
SCHEME FROM TIME TO TIME
PROPOSAL #S.10: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR N/A
FOLLOWS: A) BY DELETING ARTICLE 83 IN ITS ENTIRETY AND
REPLACING IT WITH NEW WORDS; B) BY DELETING ARTICLE 114
IN ITS ENTIRETY AND REPLACING IT WITH NEW WORDS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYUNDAI MTR CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: ELECT THE MEMBER OF AUDITORS COMMITTEE ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES ABSTAIN N/A
DIRECTORS
PROPOSAL #5.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES ABSTAIN N/A
ARTICLES OF INCORPORATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: I-CABLE COMMUNICATIONS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE STATEMENT OF ISSUER YES FOR N/A
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC ISSUER YES FOR N/A
2004
PROPOSAL #3.: RE-ELECT THE RETIRING DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
DURING THE RELEVANT PERIOD, TO PURCHASE SHARES IN THE
CAPITAL OF THE COMPANY; THE AGGREGATE NOMINAL AMOUNT OF
SHARES WHICH MAY BE PURCHASED ON THE STOCK EXCHANGE OF
HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE RECOGNIZED
FOR THIS PURPOSE BY THE SECURITIES AND FUTURES
COMMISSION OF HONG KONG AND THE STOCK EXCHANGE OF HONG
KONG LIMITED UNDER THE CODE ON SHARE REPURCHASES
PURSUANT TO THE APPROVAL AS SPECIFIED SHALL NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
DURING OR AFTER THE RELEVANT PERIOD, TO ALLOT, ISSUE AND
DEAL WITH ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS WHICH MIGHT REQUIRE THE EXERCISE OF SUCH POWER;
THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED
OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE
ALLOTTED WHETHER PURSUANT TO AN OPTION OR OTHERWISE BY
THE DIRECTORS OF THE COMPANY PURSUANT TO THE APPROVAL
AS SPECIFIED, OTHERWISE THAN PURSUANT TO: I) ANY
EXECUTIVE OR EMPLOYEE SHARE OPTION OR INCENTIVE SCHEME,
OR II) A RIGHTS ISSUE, OR III) ANY SCRIP DIVIDEND OR
SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF
SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND ON
SHARES OF THE COMPANY IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE COMPANY, SHALL NOT EXCEED THE
AGGREGATE OF 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF
PASSING THIS RESOLUTION; PLUS (BB) IF THE DIRECTORS ARE
SO AUTHORIZED BY A SEPARATE ORDINARY RESOLUTION OF THE
SHAREHOLDERS OF THE COMPANY THE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY
SUBSEQUENT TO THE PASSING OF THIS RESOLUTION UP TO A
MAXIMUM EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF PASSING THIS RESOLUTION AND THE SAID
APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO
BE HELD
PROPOSAL #7.: APPROVE THAT THE GENERAL MANDATE GRANTED ISSUER YES FOR N/A
TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL
WITH ANY ADDITIONAL SHARES OF THE COMPANY PURSUANT TO
ORDINARY RESOLUTION NUMBER 6 AS SPECIFIED BE HEREBY
EXTENDED BY THE ADDITION THERETO OF ALL AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER
THE AUTHORITY GRANTED PURSUANT TO ORDINARY RESOLUTION
NUMBER 5 AS SPECIFIED, PROVIDED THAT SUCH EXTENDED
AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF PASSING THIS RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ICAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR N/A
YE 31 MAR 2004, TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 5.7 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE, PAYABLE TO THE SHAREHOLDERS ON THE
REGISTER AT 30 JUL 2004
PROPOSAL #3.: RE-ELECT MR. NICHOLAS COSH AS A DIRECTOR ISSUER YES ABSTAIN N/A
OF THE COMPANY
PROPOSAL #4.: RE-APPOINT MR. DUNCAN GOLDIE-MORRISON AS A ISSUER YES ABSTAIN N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-APPOINT MR. JAMES MCNULTY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO SET THEIR REMUNERATION
PROPOSAL #7.: APPROVE THE REMUNERATION COMMITTEE REPORT ISSUER YES AGAINST N/A
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY, FOR THE PURPOSE OF SECTION
80 OF THE COMPANIES ACT 1985 AND IN ACCORDANCE WITH
ARTICLE 9.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION, TO
ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 19,276,541; AUTHORITY
EXPIRES ON THE 5TH ANNIVERSARY OF THE PASSING OF THIS
RESOLUTION ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, PURSUANT TO SECTION 95(1) OF THE ACT AND
SUBJECT TO THE PASSING OF RESOLUTION 8, TO ALLOT EQUITY
SECURITIES SECTION 94(2) FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 8 AND TO SELL RELEVANT
SHARES SECTION 94(5) HELD BY THE COMPANY AS TREASURY
SECTION 162A(3) OF THE SAID ACT FOR CASH SECTION
162D(2) OF THE SAID ACT , DISAPPLYING THE STATUTORY PRE-
EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES AND
THE SALE OF TREASURY SHARES: A) IN CONNECTION WITH A
RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 2,891,481;
AUTHORITY EXPIRES ON THE FIRST ANNIVERSARY OF THE
PASSING OF THIS RESOLUTION ; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES OF TO SELL TREASURY SHARES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE COMPANY, PURSUANT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF UP TO
57,829,625 SHARES IN THE COMPANY, AT A MINIMUM PRICE
EQUAL TO THE NOMINAL VALUE OF EACH SHARE AND UP TO 105%
OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE
SHARES IN THE COMPANY TAKEN FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE NEXT AGM ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #11.: AUTHORIZE THE COMPANY AND ITS DIRECTORS ISSUER YES ABSTAIN N/A
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO
INCUR EU POLITICAL EXPENDITURE UP TO AN AGGREGATE AMOUNT
OF GBP 100,000 FOR THE GROUP; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2005
PROPOSAL #12.: AUTHORIZE THE GARBAN-INTERCAPITAL ISSUER YES ABSTAIN N/A
MANAGEMENT SERVICES LIMITED AND ITS DIRECTORS TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPENDITURE UP TO AN AGGREGATE AMOUNT OF GBP
100,000 FOR THE GROUP; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ILUKA RESOURCES LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. GRAHAME D. CAMPBELL AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 17.2 OF
THE COMPANY'S CONSTITUTION
PROPOSAL #1.2: ELECT MS. VALERIE A. DAVIES AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 17.2 OF
THE COMPANY'S CONSTITUTION
PROPOSAL #S.2: AMEND THE COMPANY'S CONSTITUTION, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 136(2) OF THE CORPORATIONS ACT AND
ALL OTHER PURPOSES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMPERIAL OIL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #2.: ELECT MESSRS. BRIAN J. FISCHER, TIM J. ISSUER YES FOR N/A
HEARN, JACK M. MINTZ, ROGER PHILLIPS, JAMES F. SHEPARD,
PAUL A. SMITH, SHEELAGH D. WHITTAKER, J. MICHAEL YEAGER
AND VICTOR L. YOUNG AS THE DIRECTORS
PROPOSAL #3.1: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES ABSTAIN N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT THE BOARD OF
DIRECTORS, AT REASONABLE COST AND OMITTING PROPRIETARY
INFORMATION, BY OCTOBER 2005 ISSUE A REPORT TO
SHAREHOLDERS, VERIFIED BY AN INDEPENDENT THIRD PARTY
WITH PROFESSIONAL COMPETENCY IN THIS AREA, ON POTENTIAL
RISKS AND LIABILITIES TO IMPERIAL OIL ARISING FROM THE
RANGE OF CLIMATE CHANGES AND THEIR EFFECTS AS REPORTED
BY THE IPCC , AND AN ASSESSMENT OF THE STRATEGIES AND
INITIATIVES THAT MAY BE UNDERTAKEN BY IMPERIAL OIL TO
ADDRESS THOSE RISKS AND LIABILITIES
PROPOSAL #3.2: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES ABSTAIN N/A
SHAREHOLDERS PROPOSAL: APPROVE TO PREPARE A REPORT BY
SEPTEMBER 2005 AT REASONABLE COST AND OMITTING
PROPRIETARY INFORMATION TO DESCRIBE HOW THE COMPANY
COULD PROMOTE AND PARTICIPATE IN THE GROWING MARKET IN
WIND, SOLAR, AND OTHER RENEWABLE SOURCES OF ENERGY,
PARTICULARLY WITHIN CANADA
PROPOSAL #4.: TRANSACT OTHER BUSINESS ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMPERIAL TOBACCO GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS FOR THE FYE 30 SEP ISSUER YES FOR N/A
2004, TOGETHER WITH THE DIRECTORS AND THE AUDITORS
REPORTS THEREON
PROPOSAL #2.: RECEIVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE FYE 30 SEP 2004, TOGETHER WITH THE AUDITORS
REPORT THEREON
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND FOR THE FYE 30 ISSUER YES FOR N/A
SEP 2004 OF 35 PENCE PER ORDINARY SHARE OF 10 PENCE EACH
PAYABLE ON 18 FEB 2005 TO THOSE SHAREHOLDERS ON THE
REGISTER AT THE CLOSE OF BUSINESS ON 21 JAN 2004
PROPOSAL #4.: RE-ELECT MR. A.G.L. ALEXANDER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. D.C. BONHAM AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT MR. G. DAVIS AS A DIRECTOR OF THE ISSUER YES ABSTAIN N/A
COMPANY
PROPOSAL #7.: RE-ELECT MR. R. DYRBUS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #8.: RE-ELECT MS. S. MURRAY AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #11.a: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES ABSTAIN N/A
WITH SECTION 347C OF THE COMPANIES ACT THE ACT , TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN
TOTAL AS DEFINED IN SECTION 347A OF THE ACT; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY IN 2006 OR 01 AUG 2006 ;
PROPOSAL #11.b: AUTHORIZE THE IMPERIAL TOBACCO LIMITED, ISSUER YES ABSTAIN N/A
IN ACCORDANCE WITH SECTION 347D OF THE COMPANIES THE
ACT, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND
TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP
25,000 IN TOTAL AS DEFINED IN SECTION 347A OF THE ACT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006
PROPOSAL #11.c: AUTHORIZE THE IMPERIAL TOBACCO ISSUER YES ABSTAIN N/A
INTERNATIONAL LIMITED, IN ACCORDANCE WITH SECTION 347D
OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED
IN SECTION 347A OF THE ACT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM TO BE HELD IN
2006 OR 01 AUG 2006
PROPOSAL #11.d: AUTHORIZE VAN NELLE TABAK NEDERLAND B.V. ISSUER YES ABSTAIN N/A
INCORPORATED IN NETHERLANDS , BEING A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION
347D OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED
IN SECTION 347A OF THE ACT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM TO BE HELD IN
2006 OR 01 AUG 2006
PROPOSAL #11.e: AUTHORIZE JOHN PLAYERS & SONS LIMITED, ISSUER YES ABSTAIN N/A
BEING A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN
ACCORDANCE WITH SECTION 347D OF THE COMPANIES THE ACT,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO
INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000
IN TOTAL AS DEFINED IN SECTION 347A OF THE ACT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006
PROPOSAL #11.f: AUTHORIZE REEMTSMA CIGARETTENFABRIKEN ISSUER YES ABSTAIN N/A
GMBH INCORPORATED IN GERMANY , BEING A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION
347D OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE GBP 25,000 IN TOTAL AS DEFINED IN SECTION
347A OF THE ACT; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM TO BE HELD IN 2006 OR 01 AUG
2006
PROPOSAL #11.g: AUTHORIZE ETS L. LACROIX FILS NV/SA ISSUER YES ABSTAIN N/A
INCORPORATED IN BELGIUM , BEING A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION
347D OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED
IN SECTION 347A OF THE ACT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM TO BE HELD IN
2006 OR 01 AUG 2006
PROPOSAL #12.: APPROVE AND ADOPT THE RULES OF THE ISSUER YES FOR N/A
IMPERIAL TOBACCO INTERNATIONAL SHARESAVE PLAN THE
SHARESAVE PLAN AS SPECIFIED AND AUTHORIZE THE DIRECTORS
TO MAKE ANY AMENDMENTS TO THE PLAN THAT THEY CONSIDER
NECESSARY OR APPROPRIATE TO IMPLEMENT THE SHARESAVE PLAN
AND COMPLY WITH OR TAKE ACCOUNT OF TAXATION, EXCHANGE
CONTROL OR SECURITIES LAWS OR REGULATIONS IN ANY
JURISDICTION IN WHICH THE SHARESAVE PLAN IS OR IS
INTENDED TO OPERATE INCLUDING AMENDMENTS TO OBTAIN THE
APPROVAL OF ANY TAX AUTHORITY
PROPOSAL #13.: APPROVE THE RULES OF THE IMPERIAL TOBACCO ISSUER YES FOR N/A
GROUP SHARE MATCHING SCHEME
PROPOSAL #14.: APPROVE THE RULES OF THE IMPERIAL TOBACCO ISSUER YES FOR N/A
GROUP LONG TERM INCENTIVE PLAN
PROPOSAL #15.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 24,300,000; AUTHORITY EXPIRES THE
EARLIER AT THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 01 AUG 2006 ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.16: AUTHORIZE THE DIRECTORS, IN RELATION TO ISSUER YES FOR N/A
A SALE OF SHARES WHICH IS AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT AS IF
IN THE FIRST PARAGRAPH OF THIS RESOLUTION THE WORDS
SUBJECT TO THE PASSING OF RESOLUTION 15 WERE OMITTED,
TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 15, OR
OTHERWISE IN THE CASE OF TREASURY SHARES 162(3) OF THE
ACT , DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO
THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER AND OTHER PRO RATA ISSUE
IN FAVOR OF HOLDERS OF EQUITY SECURITIES WHERE THE
EQUITY SECURITIES RESPECTIVELY ATTRIBUTABLE TO THE
INTEREST OF ALL SUCH HOLDERS ARE PROPORTIONATE TO THE
RESPECTIVE NUMBER OF EQUITY SECURITIES HELD BY THEM BUT
SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE
DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO
THE FRACTIONAL ENTITLEMENTS, TREASURY SHARES OR ANY
LEGAL OR PRACTICAL PROBLEMS ARISING UNDER THE LAWS OF
TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY BODY OR
ANY STOCK EXCHANGE IN ANY TERRITORY; B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 3,645,500 5% OF THE
ISSUED SHARE CAPITAL ; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 01 AUG
2006 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.17: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 72,900,000 ORDINARY
SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 10 PENCE EXCLUSIVE OF EXPENSES
AND UP TO AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 01
AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMS HEALTH INCORPORATED
TICKER: RX CUSIP: 449934108
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DAVID R. CARLUCCI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHRYN E. GIUSTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. BERNARD PUCKETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CONSTANTINE L. CLEMENTE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
PROPOSAL #03: APPROVAL OF THE SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
RELATING TO THE SHAREHOLDER RIGHTS PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INABATA & CO LTD, OSAKA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY3, FINAL JY 3, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: SET MAXIMUM BOARD SIZE ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE ADJUSTMENT TO AGGREGATE ISSUER YES FOR N/A
COMPENSATION CEILING FOR DIRECTORS
PROPOSAL #6: APPROVE RETIREMENT BONUS FOR STATUTORY ISSUER YES AGAINST N/A
AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INDEPENDENT NEWS AND MEDIA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT OF THE ISSUER YES FOR N/A
DIRECTORS AND THE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 DEC 2004 AND THE INDEPENDENT AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #3.1: RE-ELECT MR. J.C. DAVEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: RE-ELECT MR. V.A. FERGUSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: RE-ELECT MR. B.M.A. HOPKINS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: RE-ELECT DR. I.E. KENNY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: RE-ELECT MR. A.C. O REILLY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: RE-ELECT MR. B.MULRONEY ULRONEY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: APPROVE TO FIX THE REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #6.: APPROVE THAT, PURSUANT TO THE PROVISIONS ISSUER YES FOR N/A
OF SECTION 140 OF THE COMPANIES ACT 1963, THE COMPANY
MAY CONVENE AND HOLD ITS NEXT AGM AT ANY LOCATION
OUTSIDE THE STATE AS DETERMINE BY THE DIRECTORS AT THEIR
SOLE AND ABSOLUTE DISCRETION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INDEPENDENT NEWS AND MEDIA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: GRANT AUTHORITY TO MAKE MARKET PURCHASES ISSUER YES FOR N/A
AND RE-ISSUE TREASURY SHARES
PROPOSAL #2.: APPROVE THE DISAPPLICATION OF THE PRE- ISSUER YES FOR N/A
EMPTION RIGHTS
PROPOSAL #3.: GRANT AUTHORITY FOR SCRIP DIVIDENDS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ING GROEP NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING REMARKS AND ANNOUNCEMENTS ISSUER NO N/A N/A
PROPOSAL #2.A: REPORTS OF THE EXECUTIVE BOARD AND THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR 2004
PROPOSAL #2.B: PROFIT RETENTION AND DISTRIBUTION POLICY ISSUER NO N/A N/A
PROPOSAL #3.A: ANNUAL ACCOUNTS FOR 2004 ISSUER NO N/A N/A
PROPOSAL #3.B: FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 ISSUER NO N/A N/A
PER (DEPOSITARY RECEIPT FOR AN) ORDINARY SHARE WILL BE
PROPOSED TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR 0.49
MADE PAYABLE IN SEPTEMBER 2004, THE FINAL DIVIDEND WILL
AMOUNT TO EUR 0.58 PER (DEPOSITARY RECEIPT FOR AN)
ORDINARY SHARE. REFERENCE IS ALSO MADE TO PAGE 143 OF
THE ANNUAL REPORT 2004
PROPOSAL #4.A: DISCHARGE OF THE EXECUTIVE BOARD IN ISSUER NO N/A N/A
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2004
PROPOSAL #4.B: DISCHARGE OF THE SUPERVISORY BOARD IN ISSUER NO N/A N/A
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR 2004
PROPOSAL #5.A: WITH A VIEW TO THE DUTCH CORPORATE ISSUER NO N/A N/A
GOVERNANCE CODE, THE GENERAL MEETING OF SHAREHOLDERS IS
INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION OF THE
CODE BY THE COMPANY AS DESCRIBED IN THE DOCUMENT THE
DUTCH CORPORATE GOVERNANCE CODE - ING'S IMPLEMENTATION
OF THE TABAKSBLAT CODE FOR GOOD CORPORATE GOVERNANCE
PROPOSAL #5.B: WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 ISSUER NO N/A N/A
OF THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING OF
SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE OF THE
EXECUTIVE BOARD, AS IT WAS DRAWN UP BY THE SUPERVISORY
BOARD
PROPOSAL #5.C: WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 ISSUER NO N/A N/A
OF THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING OF
SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE OF THE
SUPERVISORY BOARD, AS IT WAS DRAWN UP BY THE SUPERVISORY
BOARD. IN COMPARISON WITH THE PRESENT PROFILE OF THE
SUPERVISORY BOARD, THE CHANGES INVOLVE ONLY REPHRASINGS
AND NO MATERIAL CHANGES
PROPOSAL #6.A: REAPPOINTMENT OF LUELLA GROSS GOLDBERG ISSUER NO N/A N/A
PROPOSAL #6.B: REAPPOINTMENT OF GODFRIED VAN DER LUGT ISSUER NO N/A N/A
PROPOSAL #6.C: APPOINTMENT OF JAN HOMMEN ISSUER NO N/A N/A
PROPOSAL #6.D: APPOINTMENT OF CHRISTINE LAGARDE ISSUER NO N/A N/A
PROPOSAL #7.: IT IS PROPOSED TO APPROVE THAT THE MAXIMUM ISSUER NO N/A N/A
NUMBER OF STOCK OPTIONS AND PERFORMANCE SHARES TO BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD FOR 2004
WILL BE 374,700 STOCK OPTIONSAND 136,200 PERFORMANCE
SHARES
PROPOSAL #8.A: IT IS PROPOSED THAT THE EXECUTIVE BOARD ISSUER NO N/A N/A
BE APPOINTED AS THE CORPORATE BODY THAT WILL BE
AUTHORISED, UPON APPROVAL OF THE SUPERVISORY BOARD, TO
ISSUE ORDINARY SHARES, TO GRANT THE RIGHT TO TAKE UP
SHARES AND TO RESTRICT OR EXCLUDE PREFERENTIAL RIGHTS OF
SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE PERIOD
ENDING ON 26 OCTOBER 2006 (SUBJECT TO EXTENSION BY THE
GENERAL MEETING OF SHAREHOLDERS): (I) FOR A TOTAL OF
220,000,000 ORDINARY SHARES, PLUS (II) FOR A TOTAL OF
220,000,000 ORDINARY SHARES, ONLY IF THESE SHARES ARE
ISSUED IN CONNECTION WITH THE TAKE-OVER OF A BUSINESS OR
COMPANY
PROPOSAL #8.B: IT IS PROPOSED THAT THE EXECUTIVE BOARD ISSUER NO N/A N/A
BE APPOINTED AS THE CORPORATE BODY THAT WILL BE
AUTHORISED, UPON APPROVAL OF THE SUPERVISORY BOARD, TO
ISSUE PREFERENCE B SHARES AND TO GRANT THE RIGHT TO TAKE
UP SHARES WITH OR WITHOUT PREFERENTIAL RIGHTS OF
SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE PERIOD
ENDING ON 26 OCTOBER 2006 (SUBJECT TO EXTENSION BY THE
GENERAL MEETING OF SHAREHOLDERS) FOR 10,000,000
PREFERENCE B SHARES WITH A NOMINAL VALUE OF EUR 0.24
EACH, PROVIDED THESE ARE ISSUED FOR A PRICE PER SHARE
THAT IS NOT BELOW THE HIGHEST PRICE PER DEPOSITARY
RECEIPT FOR AN ORDINARY SHARE, LISTED ON THE EURONEXT
AMSTERDAM STOCK EXCHANGE, ON THE DATE PRECEDING THE DATE
ON WHICH THE ISSUE OF PREFERENCE B SHARES OF THE
RELEVANT SERIES IS ANNOUNCED THIS AUTHORISATION WILL
ONLY BE USED IF AND WHEN ING GROEP N.V. IS OBLIGED TO
CONVERT THE ING PERPETUALS III INTO SHARES PURSUANT TO
THE CONDITIONS OF THE ING PERPETUALS III
PROPOSAL #9.: IT IS PROPOSED THAT THE EXECUTIVE BOARD BE ISSUER NO N/A N/A
AUTHORISED FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26
APRIL 2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY OR DEPOSITARY
RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED BY THE
LAW AND BY THE ARTICLES OF ASSOCIATION AT A PRICE WHICH
IS NOT LOWER THAN THE NOMINAL VALUE OF THE SHARES AND
NOT HIGHER THAN THE HIGHEST PRICE AT WHICH THE
DEPOSITARY RECEIPTS FOR THE COMPANY'S SHARES OF THE SAME
TYPE ARE TRADED ON THE EURONEXT AMSTERDAM STOCK MARKET
ON THE DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED
PROPOSAL #10.: ANY OTHER BUSINESS AND CONCLUSION ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTEL CORPORATION
TICKER: INTC CUSIP: 458140100
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DAVID B. YOFFIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL S. OTELLINI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN L. THORNTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JANE E. SHAW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: REED E. HUNDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. JAMES GUZY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CRAIG R. BARRETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. JOHN P. BROWNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID S. POTTRUCK ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: APPROVAL OF AMENDMENT AND EXTENSION OF THE ISSUER YES FOR FOR
2004 EQUITY INCENTIVE PLAN.
PROPOSAL #04: APPROVAL OF AMENDMENT AND EXTENSION OF THE ISSUER YES FOR FOR
EXECUTIVE OFFICER INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERNATIONAL BUSINESS MACHINES CORP
TICKER: IBM CUSIP: 459200101
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C.F. KNIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. TAUREL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. ESKEW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. MAKIHARA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.H. ZAMBRANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.I. CHENAULT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.E. SPERO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. VEST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. GHOSN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. BLACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DORMANN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 24)
PROPOSAL #03: STOCKHOLDER PROPOSAL ON--CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
(PAGE 25)
PROPOSAL #04: STOCKHOLDER PROPOSAL ON--PENSION AND SHAREHOLDER YES AGAINST FOR
RETIREMENT MEDICAL (PAGE 25)
PROPOSAL #05: STOCKHOLDER PROPOSAL ON--EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION (PAGE 27)
PROPOSAL #06: STOCKHOLDER PROPOSAL ON--EXPENSING STOCK SHAREHOLDER YES FOR AGAINST
OPTIONS (PAGE 28)
PROPOSAL #07: STOCKHOLDER PROPOSAL ON--DISCLOSURE OF SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION (PAGE 29)
PROPOSAL #08: STOCKHOLDER PROPOSAL ON--OFFSHORING (PAGE SHAREHOLDER YES ABSTAIN AGAINST
30)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERNATIONAL SPEEDWAY CORPORATION
TICKER: ISCA CUSIP: 460335201
MEETING DATE: 4/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BRIAN Z. FRANCE ISSUER NO N/A N/A
ELECTION OF DIRECTOR: JAMES C. FRANCE ISSUER NO N/A N/A
ELECTION OF DIRECTOR: LLOYD E. REUSS ISSUER NO N/A N/A
ELECTION OF DIRECTOR: RAYMOND K. MASON JR. ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INTERTEK GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL REPORT AND ISSUER YES FOR N/A
THE ACCOUNTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE PAYMENT OF A FINAL DIVIDEND OF ISSUER YES FOR N/A
7.0P PER ORDINARY SHARE
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004
PROPOSAL #4.: ELECT MR. RAYMOND KONG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. VANNI TREVES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. RICHARD NELSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #9.: ADOPT THE INTERTEK DEFERRED BONUS PLAN ISSUER YES FOR N/A
PLAN AS SPECIFIES AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO DO ALL ACTS AND THINGS AS MAY BE NECESSARY OR
DESIRABLE TO CARRY THE SAME INTO EFFECT AND TO VOTE,
AND BE COUNTED IN THE QUORUM, ON ANY MATTER CONNECTED
WITH THE PLAN, NOTWITHSTANDING THAT THEY MAY BE
INTERESTED IN THE SAME EXCEPT THAT NO DIRECTOR MAY BE
COUNTED IN A QUORUM OR VOTE IN RESPECT OF HIS OWN
PARTICIPATION , AND THAT THE PROHIBITION ON VOTING BY
INTERESTED DIRECTORS CONTAINED IN ARTICLE 79 OF THE
COMPANY'S ARTICLES OF ASSOCIATION BE HEREBY RELAXED TO
THAT EXTENT AND TO ESTABLISH SUCH SCHEDULES TO THE PLAN
AND/OR SUCH OTHER PLANS BASED ON THE PLAN BUT MODIFIED
TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR
SECURITIES LAWS OUT SIDE THE UK AS THEY CONSIDER
NECESSARY OR EXPEDIENT, PROVIDED THAT ANY SHARES MADE
AVAILABLE UNDER SUCH SCHEDULES OR PLANS MUST BE TREATED
AS COUNTING AGAINST THE RELEVANT LIMITS IN THE PLAN ON
INDIVIDUAL PARTICIPATION LEVELS AND THE OVERALL NUMBER
OF SHARES ISSUABLE OR TREASURY SHARE TRANSFERRABLE
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 11 OF THE COMPANY'S ARTICLES OF ASSOCIATION
FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT RELEVANT SECURITIES SECTION 80(7) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 515,926,02;
AUTHORITY EXPIRES ON THE FIFTH ANNIVERSARY OF THE
PASSING OF THIS RESOLUTION
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 12 OF THE COMPANY'S ARTICLES OF ASSOCIATION
FOR ANY EXISTING AUTHORITY, UNDER SECTION 95 OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH,
FOR PURPOSES OF PARAGRAPH (B) OF THAT ARTICLE UP TO AN
NOMINAL AMOUNT OF GBP 77,388.90; AUTHORITY EXPIRES ON
THE FIFTH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION
PROPOSAL #S.12: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES WITHIN THE MEANING OF SECTION 163 OF THE
COMPANIES ACT 1985 OF UP TO 15,477,780 ORDINARY SHARES
OF 1P EACH IN THE CAPITAL OF THE COMPANY ORDINARY
SHARES , AT A MINIMUM PRICE OF 1P AND UP TO 105% OF THE
AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY
SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INVENSYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/21/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE AUDITED STATEMENT OF ACCOUNTS FOR THE YE 31 MAR 2004
PROPOSAL #2.: APPROVE THE BOARD'S REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED IN THE REPORT AND ACCOUNTS FOR THE YE 31 MAR
2004
PROPOSAL #3.a: RE-ELECT MR. S.M. ROBERTSON AS A DIRECTOR ISSUER YES ABSTAIN N/A
IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
PROPOSAL #3.b: RE-ELECT MR. U.C. HONRIKSSON AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES AGAINST N/A
AUDITORS
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES AGAINST N/A
AUDITORS REMUNERATION
PROPOSAL #6.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY, OTHER THAN IN RESPECT OF ANY
ALLOTMENTS MADE PURSUANT TO OFFERS OR AGREEMENTS MADE
PRIOR TO THE PASSING OF THIS RESOLUTION, TO ALLOT
RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT
1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
18,767,500; AUTHORITY EXPIRES ON 21 JUL 2009 ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.7: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 6 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 6, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) ,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE,
OPEN OFFER OR OTHER ISSUE IN FAVOR OF ORDINARY
SHAREHOLDERS AND THE HOLDERS OF ANY OTHER CLASS OF
EQUITY SECURITY; AND B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 2,843,500; AUTHORITY EXPIRES ON 21 JUL
2009 ; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.8: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 568,714,383 ORDINARY SHARES OF 1P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 1P AND NOT
MORE THAN 105% ABOVE THE AVERAGE MIDDLE MARKET
QUOTATIONS VALUE FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IPC HOLDINGS, LTD.
TICKER: IPCR CUSIP: G4933P101
MEETING DATE: 6/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES P. BRYCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH C.H. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK MUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. THE HON C.E. JAMES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY M. PILLING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH L. HAMMOND ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENTS TO THE IPC ISSUER YES FOR FOR
HOLDINGS, LTD. STOCK OPTION PLAN.
PROPOSAL #03: APPOINTMENT AND REMUNERATION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS: TO APPOINT THE FIRM OF KPMG AS THE
COMPANY'S INDEPENDENT AUDITORS TO SERVE UNTIL THE
COMPANY'S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND TO AUTHORIZE THE AUDIT COMMITTEE TO SET THE
COMPENSATION FOR THE COMPANY'S INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ISETAN CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR NO. ISSUER YES FOR N/A
120 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JPY 7 PER SHARE
PROPOSAL #2.: AMEND THE COMPANY'S ARTICLES OF ISSUER YES AGAINST N/A
INCORPORATION TO PURCHASE ITS OWN SHARES UPONA
RESOLUTION OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH
THE COMMERCIAL CODE 211-3
PROPOSAL #3.1: ELECT MR. KEINOSUKE OOKAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MR. TSUYOSHI TANINO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: ELECT MR. IKUO NIHEI AS A STATUTORY ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: APPROVE TO ASSIGN FREE SUBSCRIPTION RIGHTS ISSUER YES FOR N/A
PROPOSED BY THE COMPANY TO GIVE ITS DIRECTORS AND
EMPLOYEES IN ACCORDANCE WITH THE COMMERCIAL CODE 280-20
AND 280-21
PROPOSAL #6.: APPROVE TO GRANT RETIREMENT ALLOWANCES ISSUER YES FOR N/A
ACCORDING TO THE COMPANY RULE TO MESSRS. IKUO NIHEI,
SADAMI TAKAHASHI, WHO ARE RETIRED DIRECTORS AND MR.
TATSUO KOBAYASHI, WHO IS A STATUTORY AUDITOR, WHO IS A
RETIRED STATUTORY AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ITO-YOKADO CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 16, FINAL JY 18,
SPECIAL JY 0
PROPOSAL #2: APPROVE FORMATION OF JOINT HOLDING COMPANY ISSUER YES FOR N/A
WITH SEVEN-ELEVEN JAPAN CO. AND DENNY'S JAPAN CO.
PROPOSAL #3: AMEND ARTICLES TO CHANGE RECORD DATE FOR ISSUER YES FOR N/A
PAYMENT OF INTERIM DIVIDENDS
PROPOSAL #4.1: ELECT MR. T. SUZUKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT MR. N. SATO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT MR. S. ISAKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT MR. A. HANAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT MR. N. MURATA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT MR. A. KAMEI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT MR. A. HINOSAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT MR. S. MIZUKOSHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: ELECT MR. M. INAOKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.10: ELECT MR. Y. OTA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.11: ELECT MR. K. GOTO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.12: ELECT MR. D. SCOTT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.13: ELECT MR. Y. OKAMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.14: ELECT MR. S. OZEKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.15: ELECT MR. Y. TANAKA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.16: ELECT MR. S. AOKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.17: ELECT MR. Y. TAKAHA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.18: ELECT MR. Y. FUJIMAKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.1: APPOINT MR. I. KANDA AS AN INTERNAL ISSUER YES FOR N/A
STATUTORY AUDITOR
PROPOSAL #5.2: APPOINT MR. H. NAKACHI AS AN INTERNAL ISSUER YES FOR N/A
STATUTORY AUDITOR
PROPOSAL #6: APPROVE RETIREMENT BONUSES FOR DIRECTOR AND ISSUER YES AGAINST N/A
STATUTORY AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ITV PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT ISSUER YES FOR N/A
REGARDING PROPOSED CANCELLATION OF SCHEME SHARES FOR THE
PURPOSE OF REORGANIZATION OF THE SHARE CAPITAL
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ITV PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THAT, CONDITIONALLY UPON THE ISSUER YES FOR N/A
APPROVAL OF ANY VARIATION OR ABROGATION OF THEIR RIGHTS
EFFECTED THEREBY AT A SEPARATE CLASS MEETING OF THE
HOLDERS OF ORDINARY SHARES 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY AND UPON THE APPROVAL OF ANY VARIATION OR
ABROGATION OF THEIR SIGHTS EFFECTED THEREBY AT A
SEPARATE CLASS MEETING OF THE HOLDERS OF CONVERTIBLE
SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY,
FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF
ARRANGEMENT AS SPECIFIED, OR WITH OR SUBJECT TO ANY
MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED
BY THE COURT THE SCHEME , THE SCHEME ORDINARY SHARES
AND SCHEME CONVERTIBLE SHARES EACH AS DEFINED IN THE
SCHEME BE CANCELLED AND EXTINGUISHED AND THE CAPITAL OF
THE COMPANY BE REDUCED BY AN AMOUNT EQUAL TO THE
NOMINAL VALUE OF THE SCHEME ORDINARY SHARES AND THE
SCHEME CONVERTIBLE SHARES, AND THE SHARE PREMIUM ACCOUNT
OF THE COMPANY BE REDUCED BY AN AMOUNT EQUAL TO THE
AGGREGATE OF ALL CASH PAYMENTS AS SPECIFIED PAID TO
SCHEME SHAREHOLDERS AS SPECIFIED LESS THE NOMINAL
VALUE OF THE SCHEME ORDINARY SHARES AND SCHEME
CONVERTIBLE SHARES, AND SUCH REDUCTION SHALL BE EFFECTED
BY THE MAKING OF THE CASH PAYMENTS TO SCHEME
SHAREHOLDERS IN ACCORDANCE WITH THE TERMS OF THE SCHEME
PROPOSAL #S.2: ADOPT, CONDITIONALLY UPON THE APPROVAL OF ISSUER YES FOR N/A
ANY VARIATION OR ABROGATION OF THEIR RIGHTS EFFECTED
THEREBY AT A SEPARATE CLASS MEETING OF THE HOLDERS OF
ORDINARY SHARES 10 PENCE EACH IN THE CAPITAL OF THE
COMPANY AND UPON THE APPROVAL OF ANY VARIATION OR
ABROGATION OF THEIR RIGHTS EFFECTED THEREBY AT A
SEPARATE CLASS MEETING OF THE HOLDERS OF CONVERTIBLE
SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY,
WITH EFFECT FROM THE DATE ON WHICH THIS RESOLUTION IS
PASSED, THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY
TO REPLACE IN THEIR ENTIRETY THE EXISTING ARTICLES OF
ASSOCIATION OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ITV PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE THE SCHEME OF ARRANGEMENT AS ISSUER YES FOR N/A
SPECIFIED OR WITH OR SUBJECT TO ANY MODIFICATION,
ADDITION OR CONDITION APPROVED OR IMPOSED BY THE HIGH
COURT OF JUSTICE IN ENGLAND AND WALES THE SCHEME AND
ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY
THE NEW ARTICLES , AND ANY VARIATION OR ABROGATION OF
RIGHTS ATTACHED TO THE ORDINARY SHARES OF 10 PENCE EACH
IN THE CAPITAL OF THE COMPANY INVOLVED IN, OR EFFECTED
BY, THE PASSING OF THE SAID RESOLUTIONS OR BY THE SCHEME
BECOMING EFFECTIVE OR BY THE ADOPTION OF THE NEW
ARTICLES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ITV PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE PERIOD ENDED 31 DEC 2004 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT AS SET OUT ISSUER YES FOR N/A
IN THE AUDITED FINANCIAL STATEMENTS FOR THE PERIOD
ENDED 31 DEC 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. CHARLES ALLEN AS AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT DAVID CHANCE AS A NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. JAMES CROSBY AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #7.: RE-ELECT MR. JOHN MCGRATH AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #8.: ELECT SIR ROBERT PHILLIS AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #9.: ELECT MR. BARONESS USHA PRASHAR AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #10.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES AGAINST N/A
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 138
MILLION CONSISTING OF 1.36 BILLION ORDINARY SHARES AND
21 MILLION CONVERTIBLE SHARES; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2006 OR 25 AUG 2006 ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 WHOLLY FOR CASH HELD BY THE
COMPANY AS TREASURY SHARES PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 12, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF
ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 21 MILLION CONSISTING OF 204 MILLION
ORDINARY SHARES AND 6 MILLION CONVERTIBLE SHARES IN THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 25 AUG 2006
; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #14.: AUTHORIZE THE COMPANY AND ANY COMPANY ISSUER YES FOR N/A
THAT IS OR BECOMES THE SUBSIDIARY OF THE COMPANY, FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT 1985 AS
AMENDED BY THE POLITICAL PARTIES, ELECTION AND
REFERENDUMS ACT 2000 , TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE UP
TO A MAXIMUM AGGREGATE AMOUNT OF GBP 150,000; PROVIDED
FURTHER THOSE MADE BY ANY SUBSIDIARY OF THE COMPANY
SHALL NOT USE THE AUTHORITY GRANTED OTHER THAN IN THE
CONNECTION OF ITS BUSINESS ACTIVITIES AND THAT THE
POLICY OF MAKING NO DIRECT CONTRIBUTIONS TO POLITICAL
PARTIES SHALL REMAIN UNCHANGED; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM IN 2006
PROPOSAL #S.15: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985 AND ARTICLE 49
OF THE ARTICLES OF ASSOCIATION AND CHAPTER VII OF PART V
OF THE COMPANIES ACT 1985 THE ACT , TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 409 MILLION
ORDINARY SHARES AND 12 MILLION CONVERTIBLE SHARES, AT A
MINIMUM PRICE EQUAL TO 10 PENCE AND NOT MORE THAN 5%
ABOVE THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2006OR 25 AUG 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: J.B. HUNT TRANSPORT SERVICES, INC.
TICKER: JBHT CUSIP: 445658107
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: COLEMAN H. PETERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LELAND E. TOLLETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KIRK THOMPSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. WHITE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHNELLE D. HUNT ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE COMPANY'S ISSUER YES AGAINST AGAINST
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
PROPOSAL #03: TO AMEND THE COMPANY'S MANAGEMENT ISSUER YES FOR FOR
INCENTIVE PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JAPAN TOBACCO INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY5000, FINAL JY 7000,
SPECIAL JY 1000
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE RETIREMENT BONUSES FOR DIRECTOR AND ISSUER YES AGAINST N/A
STATUTORY AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JARDINE MATHESON HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE TRUSTEE OF DEED OF TRUST OF ISSUER YES FOR N/A
JARDINE MATHESON EMPLOYEE SHARE PURCHASE TRUST 1995 TO
MODIFY AND AMEND PROVISIONS OF SUCH DEED BASED ON 2005
PLAN BUT MODIFIED TO TAKE ACC OF LOCAL TAX, EXCHANGE
CONTROL OR SECTION LAW OR OTHER LEGISLATION IN OVERSEAS
TERRITORIES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JARDINE MATHESON HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE INDEPENDENT AUDITORS REPORT FOR THE
FYE 31 DEC 2004
PROPOSAL #2.: RE-ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #4.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
ALLOT OR ISSUE SHARES AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE;
OR II) TO THE COMPANY'S EMPLOYEE SHARE PURCHASE TRUST
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO PURCHASE ITS ISSUER YES FOR N/A
OWN SHARES DURING AND AFTER THE RELEVANT PERIOD, SUBJECT
TO ALL APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING
15% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL AND PURCHASE OF SHARES OF THE COMPANY BY
SUBSIDIARIES OF THE COMPANY, PURSUANT TO TERMS OF PUT
WEIGHTS OR FINANCIAL INSTRUMENTS PROVIDED SHARES
PURCHASED ON EXERCISE OF PUT WEIGHTS SHALL NOT EXCEED
15% MORE THAN AVERAGE OF MARKET QUOTATIONS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM
IS TO BE HELD BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JARDINE STRATEGIC HOLDINGS LTD (BERMUDAS)
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE INDEPENDENT AUDITORS REPORT FOR THE
YE 31 DEC 2004
PROPOSAL #2.: RE-ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO ALLOT OR ISSUE ISSUER YES FOR N/A
SHARES AND TO MAKE AND GRANT OFFERS, AGREEMENTS AND
OPTIONS WHICH WOULD REQUIRE SHARES TO BE ALLOTTED,
ISSUED OR DISPOSED OF DURING OR AFTER THE END OF
RELEVANT PERIOD, THE AGGREGATE NOMINAL AMOUNT OF SHARE
CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR
UNCONDITIONALLY TO BE ALLOTTED BY THE DIRECTORS PURSUANT
TO APPROVAL OTHERWISE PURSUANT TO A RIGHTS ISSUE, OR
ISSUE OF SHARES PURSUANT TO THE COMPANYS EMPLOYEE SHARE
PURCHASE TRUST
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO PURCHASE ITS ISSUER YES FOR N/A
OWN SHARES, SUBJECT TO ALL APPLICABLELAWS AND
REGULATIONS, DURING RELEVANT PERIOD OR EXPIRATION OF THE
PERIOD OR REVOCATION OR VARIATION OF THIS RESOLUTION BY
AN ORDINARY RESOLUTION OF SHAREHOLDERS OF COMPANY IN
GENERAL MEETING, THE AGGREGATE NOMINAL AMOUNT OF SHARES
WHICH THE COMPANY MAY PURCHASE PURSUANT TO APPROVAL TO
THIS RESOLUTION SHALL BE LESS THAN 15% OF AGGREGATE
NOMINAL AMOUNT OF EXISTING ISSUED SHARE CAPITAL OF THE
COMPANY, APPROVAL OF THIS RESOLUTION SHALL EXTEND TO
PERMIT PURCHASE OF SHARES OF COMPANY BY SUBSIDIARIES OF
COMPANY, PURSUANT TO TERMS OF PUT WARRANTS OR FINANCIAL
INSTRUMENTS PROVIDED SHARES PURCHASED ON EXERCISE OF PUT
WARRANTS SHALL NOT EXCEED 15% MORE THAN AVERAGE OF
MARKET QUOTATIONS
PROPOSAL #6.: AUTHORIZE THE COMPANY TO PURCHASE SHARES ISSUER YES AGAINST N/A
OF 25 US CENTS IN JARDINE MATHESON HOLDINGS LIMITED
DURING RELEVANT PERIOD OR EXPIRATION OF THE PERIOD OR
REVOCATION OR VARIATION OF THIS RESOLUTION BY AN
ORDINARY RESOLUTION OF SHAREHOLDERS OF COMPANY IN
GENERAL MEETING; THE PURCHASE OF JARDINE MATHESON SHARES
BY COMPANY PURSUANT TO THIS AUTHORITY SHALL BE IN
ACCORDANCE WITH AND LIMITED BY TERMS OF AUTHORITY
GRANTED TO DIRECTORS OF JARDINE MATHESON BY IT
SHAREHOLDERS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JD GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O1: RECEIVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE GROUP AND THE COMPANY FOR THE FYE 31
AUG 2004 INCLUDING THE DIRECTORS REPORT AND THE REPORT
OF THE INDEPENDENT AUDITORS CONTAINED THEREIN
PROPOSAL #2.O.1: RE-ELECT MR. I.S. LEVY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #2.O.2: RE-ELECT MR. M. LOCK AS A DIRECTOR, WHO ISSUER YES ABSTAIN N/A
RETIRES BY ROTATION IN TERMS OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #2.O.3: RE-ELECT MR. M.J. SHAW AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #2.O.4: RE-ELEC T MR. J.H.C. KOK AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #3.O3: APPROVE, SUBJECT TO THE PROVISIONS OF ISSUER YES FOR N/A
THE ACT AND THE LISTING REQUIREMENTS OF THE JSE
SECURITIES EXCHANGE SOUTH AFRICA JSE AND THE LISTING
REQUIREMENTS OF THE NAMIBIAN STOCK EXCHANGE, TO RENEW
THE AUTHORITY THAT ALL THE UNISSUED SHARES IN THE
CAPITAL OF THE COMPANY BE PLACED UNDER THE CONTROL OF
THE DIRECTORS AT THE DISCRETION UNTIL THE NEXT AGM OF
THE COMPANY IN RESPECT OF A MAXIMUM OF 10 MILLION SHARES
EQUIVALENT TO 6% OF THE COMPANY'S CURRENT ISSUED
SHARES CAPITAL AS A GENERAL AUTHORITY IN TERMS OF
SECTION 221(2) OF THE COMPANIES ACT 1973 ACT 61 OF 1973
AS AMENDED THE ACT
PROPOSAL #4.O4: RE-APPOINT DELOITTE & TOUCHE AS THE ISSUER YES FOR N/A
INDEPENDENT AUDITORS OF THE COMPANY FOR THE ENSUING
PERIOD TERMINATING ON THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THE
AUDITORS REMUNERATION FOR THE PAST YEAR
PROPOSAL #5.O5: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND SUBJECT TO THE ACT AND THE LISTING REQUIREMENTS OF
THE JSE, TO ALLOT AND ISSUE ORDINARY SHARES FOR CASH,
NOT EXCEEDING IN AGGREGATE IN ANY ONE FY, 15% OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL AT THE MAXIMUM
PERMITTED DISCOUNT OF 10% OF THE AVERAGE CLOSING PRICE
OF SUCH SHARES OVER THE 30 PREVIOUS DAYS OF THE PRESS
ANNOUNCEMENT OR, WHERE NO ANNOUNCEMENT IS REQUIRED AND
NONE HAS BEEN MADE, THE DATE OF ISSUE OF SUCH SHARES;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE
COMPANY OR 15 MONTHS FROM THE DATE OF THIS AGM ; A PRESS
ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE IMPACT
ON NET ASSET VALUE, NET ASSET VALUE, NET TANGIBLE ASSET
VALUE PER SHARE, EARNING PER SHARE AND HEADLINE EARNINGS
PER SHARE, WILL BE PUBLISHED AT THE TIME OF ANY ISSUE
REPRESENTING, ON A CUMULATIVE BASIS WITHIN ONE FY, 5% OR
MORE OF THE NUMBER OF SHARES IN ISSUE PRIOR TO THE
ISSUE/S
PROPOSAL #S.6: AUTHORIZE THE COMPANY, TO ACQUIRE SHARES ISSUER YES FOR N/A
ISSUED BY THE COMPANY OR SHARES IN ITS HOLDI COMPANY, AS
AND WHEN DEEMED APPROPRIATE, BUT SUBJECT TO THE
COMPANIES ACT ACT 61 OF 1973 AND THE LISTING
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA
JSE , NOT EXCEEDING IN AGGREGATE 20% OF THE COMPANY'S
ISSUED ORDINARY SHARE CAPITAL IN ANY 1 FY, AT A PRICE OF
NO MORE THAN 10% ABOVE THE WEIGHTED AVERAGE MARKET
PRICE OF SUCH SHARES OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OR 15
MONTHS ; A PAID PRESS ANNOUNCEMENT WILL BE PUBLISHED
WHEN THE COMPANY HAS ACQUIRED, ON A CUMULATIVE BASIS, 3%
OF THE INITIAL NUMBER OF THE RELEVANT CLASS OF
SECURITIES AND FOR EACH 3% IN AGGREGATE OF THE INITIAL
NUMBER OF THAT CLASS ACQUIRED THEREAFTER
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JOHNSON & JOHNSON
TICKER: JNJ CUSIP: 478160104
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES G. CULLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. WELDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN L. LINDQUIST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN S REINEMUND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. DARRETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL M. E. JOHNS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY S. COLEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID SATCHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTINE A. POON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARNOLD G. LANGBO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN D. JORDAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEO F. MULLIN ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN. ISSUER YES FOR FOR
PROPOSAL #03: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JOLLIBEE FOODS CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CALL TO ORDER ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE CERTIFICATION BY THE CORPORATE ISSUER YES FOR N/A
SECRETARY ON NOTICE AND THE QUORUM
PROPOSAL #3.: APPROVE THE MINUTES OF THE LAST ANNUAL ISSUER YES FOR N/A
STOCKHOLDERS MEETING
PROPOSAL #4.: APPROVE THE REPORT OF THE PRESIDENT ISSUER YES FOR N/A
PROPOSAL #5.: RATIFY THE ACTIONS BY THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND OFFICERS OF THE CORPORATION
PROPOSAL #6.: AMEND THE BY-LAWS REGARDING PROCEDURE FOR ISSUER YES FOR N/A
NOMINATION AND ELECTION OF DIRECTORS
PROPOSAL #7.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #8.: APPOINT THE EXTERNAL AUDITORS ISSUER YES FOR N/A
PROPOSAL #9.: TRANSACTION ANY OTHER BUSINESS ISSUER YES AGAINST N/A
PROPOSAL #10.: ADJOURNMENT ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: JS GROUP CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY20, FINAL JY 20, SPECIAL
JY 0
PROPOSAL #2: APPROVE PAYMENT OF ANNUAL BONUSES TO ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #3: AMEND ARTICLES TO: AUTHORIZE PUBLIC ISSUER YES FOR N/A
ANNOUNCEMENTS IN ELECTRONIC FORMAT
PROPOSAL #4.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUS FOR DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KANSAS CITY SOUTHERN
TICKER: KSU CUSIP: 485170302
MEETING DATE: 3/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSED ISSUANCE OF COMMON STOCK. ISSUER YES FOR FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KANSAS CITY SOUTHERN
TICKER: KSU CUSIP: 485170302
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT J. DRUTEN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RODNEY E. SLATER ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AN AMENDMENT TO THE AMENDED ISSUER YES FOR FOR
AND RESTATED 1991 STOCK OPTION AND PERFORMANCE AWARD
PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE UNDER THE PLAN.
PROPOSAL #03: RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF KPMG LLP AS KCS'S INDEPENDENT ACCOUNTANTS
FOR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KAO CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND JPY 19
PROPOSAL #2.: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE ISSUANCE OF STOCK ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS ON FAVORABLE
CONDITIONS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KASIKORNBANK PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE MINUTES OF THE EGM NO. 1/2547 ISSUER YES FOR N/A
HELD ON 05 NOV 2004
PROPOSAL #2.: ACKNOWLEDGE THE BOARD OF DIRECTORS REPORT ISSUER YES FOR N/A
ON BUSINESSES IN THE YEAR 2004
PROPOSAL #3.: APPROVE THE BALANCE SHEET AND THE ISSUER YES FOR N/A
STATEMENT OF INCOME FOR THE YE 31 DEC 2004
PROPOSAL #4.: APPROVE THE APPROPRIATION OF PROFITS FROM ISSUER YES FOR N/A
THE OPERATING RESULTS OF 2004 AND DIVIDEND PAYMENTS
PROPOSAL #5.: ELECT THE DIRECTORS TO REPLACE THOSE WHO ISSUER YES FOR N/A
RETIRE BY ROTATION
PROPOSAL #6.: ELECT THE ADDITIONAL DIRECTORS ISSUER YES FOR N/A
PROPOSAL #7.: APPROVE TO FIX THE REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #8.: APPOINT THE AUDITORS AND FIX THEIR ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #9.: AMEND THE RESOLUTION OF THE EGM NO. 1/2541 ISSUER YES FOR N/A
HELD ON 29 SEP 1998 REGARDING THE ISSUANCE AND SALES OF
DEBENTURES OF THE BANK
PROPOSAL #10.: AMEND CLAUSE 3 OF THE BANK'S MEMORANDUM ISSUER YES FOR N/A
OF ASSOCIATION REGARDING OBJECTIVES OF THE COMPANY
PROPOSAL #11.: TRANSACT ANY OTHER BUSINESS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KASIKORNBANK PUBLIC COMPANY LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/5/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE MINUTES OF THE AGM NO. 92 DATED ISSUER YES FOR N/A
02 APR 2004
PROPOSAL #2.: APPROVE THE PURCHASE OF SHARES OF ASSET ISSUER YES FOR N/A
PLUS SECURITIES PUBLIC COMPANY LIMITED
PROPOSAL #3.: OTHER MATTERS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KAWASAKI HEAVY INDS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 2.5 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.4: APPOINT A CORPORATE AUDITOR SUBSTITUTE ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #6.: GRANT ACCRUED BENEFITS TO CONTINUING ISSUER YES AGAINST N/A
DIRECTORS AND CORPORATE AUDITORS, DUE TOTHE ABOLISHMENT
OF THE RETIREMENT BONUS SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KAWASAKI KISEN KAISHA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 9 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE ISSUANCE OF SHARES ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTION
PROPOSAL #4.: PARTIAL AMENDMENT OF THE RESOLUTIONS OF ISSUER YES FOR N/A
PROPOSITION 4 AT THE ANNUAL SHAREHOLDER'S MEETING HELD
ON JUNE 27, 2002; PROPOSITION 4 AT THE ANNUAL
SHAREHOLDER'S MEETING HELD ON JUNE 27, 2003 AND
PROPOSITION 3 AT THE ANNUAL SHAREHOLDER'S MEETING HELD
ON JUNE 29, 2004
PROPOSAL #5.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KB HOME
TICKER: KBH CUSIP: 48666K109
MEETING DATE: 4/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES A. JOHNSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DR. BARRY MUNITZ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J. TERRENCE LANNI ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: PROPOSAL TO AMEND THE AMENDED CERTIFICATE ISSUER YES FOR FOR
OF INCORPORATION OF KB HOME TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF KB HOME COMMON STOCK FROM 100
MILLION SHARES TO 300 MILLION SHARES.
PROPOSAL #03: PROPOSAL TO RATIFY ERNST & YOUNG LLP AS KB ISSUER YES FOR FOR
HOME'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
NOVEMBER 30, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KERR-MCGEE CORPORATION
TICKER: KMG CUSIP: 492386107
MEETING DATE: 6/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: IAN L. WHITE-THOMSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM F. WALLACE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR 2005.
PROPOSAL #03: APPROVAL OF 2005 LONG TERM INCENTIVE PLAN. ISSUER YES FOR FOR
PROPOSAL #04: APPROVAL TO AMEND THE AMENDED AND RESTATED ISSUER YES FOR FOR
CERTIFICATION OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM
300,000,000 TO 500,000,000.
PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING SHAREHOLDER YES AGAINST FOR
ESTABLISHMENT OF AN OFFICE OF THE BOARD OF DIRECTORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KIER GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/27/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS FOR THE YEAR TO 30 ISSUER YES FOR N/A
JUN 2004 TOGETHER WITH THE REPORTS OFTHE DIRECTORS AND
THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES FOR THE YE 30 JUN 2004
PROPOSAL #4.: RE-ELECT MR. P.F. BERRY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: RE-ELECT MISS D.E. MATTAR AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: RE-ELECT MR. P.T. WARRY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO DETERMINE THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES UP TO A NOMINAL AMOUNT OF GBP
94,604; AUTHORITY EXPIRES AT THE END OF 5 YEARS ; AND
THE DIRECTORS MAY MAKE ALLOTMENTS DURING THE RELEVANT
PERIOD WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT
EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 8 AND
TO ALLOT RELEVANT SECURITIES SECTION 80 DIS-APPLYING
STATUTORY PRE-EMPTION RIGHTS SUB-SECTION (1) OF SECTION
89 AND SUB-SECTIONS(1) (6) OF SECTION 90 OF THE ACT ,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE,
OPEN OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL VALUE
NOT EXCEEDING OF GBP 17,770; AUTHORITY EXPIRES ON 27
NOV 2009 ; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #10.: APPROVE THE AMENDMENTS TO THE RULES OF ISSUER YES FOR N/A
THE KIER GROUP 1999 LONG TERM INCENTIVE PLAN AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE SUCH
ACTION AS THEY CONSIDER NECESSARY OR EXPEDIENT FOR THE
PURPOSES OF IMPLEMENTING AND GIVING EFFECT TO THIS
RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KINDEN CORP (FORMERLY KINKI ELECTRICAL CONSTRUCTION CO INC)
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY0, FINAL JY 11, SPECIAL
JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.17: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.18: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.19: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.20: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.21: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4: APPROVE SPECIAL PAYMENTS TO CONTINUING ISSUER YES AGAINST N/A
DIRECTORS AND STATUTORY AUDITORS INCONNECTION WITH
ABOLITION OF RETIREMENT BONUS SYSTEM
PROPOSAL #5: APPROVE ADJUSTMENT TO AGGREGATE ISSUER YES FOR N/A
COMPENSATION CEILING FOR STATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KIRIN BREWERY CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE PROFIT APPROPRIATION FOR NO.166 ISSUER YES FOR N/A
TERM: DIVIDENDS FOR CURRENT TERMS HAS BEEN PROPOSED AS
JPY 7 PER SHARE JPY 13.50 ON A YEAR BASIS
PROPOSAL #2.1: ELECT MR. KOUICHIROU ARAMAKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT MR. NAOMICHI ASANO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT MR. TAKESHI SHIGENAGA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT MR. SHOUZOU SAWADA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT MR. AKIRA NEGAMI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT MR. KAZUYASU KATOU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT MR. TAKESHI SHIMAZU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT MR. KAZUHIRO SATOU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT MR. KENJIROU HATA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT MR. SATORU KISHI AS A DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KIS WIRE LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF THE APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNING
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: ELECT THE AUDITORS ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE LIMIT OF THE REMUNERATION FOR ISSUER YES AGAINST N/A
THE DIRECTORS
PROPOSAL #5.: APPROVE THE LIMIT OF THE REMUNERATION FOR ISSUER YES AGAINST N/A
THE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KMART HOLDING CORPORATION
TICKER: KMRT CUSIP: 498780105
MEETING DATE: 3/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ADOPTION OF THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, DATED AS OF NOVEMBER 16, 2004, BY AND AMONG
KMART HOLDING CORPORATION, SEARS, ROEBUCK AND CO., SEARS
HOLDINGS CORPORATION, KMART ACQUISITION CORP. AND SEARS
ACQUISITION CORP.
PROPOSAL #2A: APPROVAL OF THE FOLLOWING PROPOSAL TO ISSUER YES FOR FOR
EXCLUDE BANKRUPTCY-RELATED PROVISIONS FROM THE RESTATED
CERTIFICATE OF INCORPORATION OF SEARS HOLDINGS: APPROVAL
TO HAVE NO PROHIBITION ON THE ISSUANCE OF NONVOTING
EQUITY SECURITIES.
PROPOSAL #2B: APPROVAL OF THE FOLLOWING PROPOSAL TO ISSUER YES FOR FOR
EXCLUDE BANKRUPTCY-RELATED PROVISIONS FROM THE RESTATED
CERTIFICATE OF INCORPORATION OF SEARS HOLDINGS: APPROVAL
TO EXCLUDE THE RIGHTS OF CERTAIN NAMED STOCKHOLDERS TO
DESIGNATE DIRECTORS TO THE BOARD OF DIRECTORS.
PROPOSAL #03: APPROVAL OF THE GRANTS TO AYLWIN B. LEWIS ISSUER YES FOR FOR
OF (A) 50,781 RESTRICTED SHARES OF KMART COMMON STOCK,
(B) OPTIONS TO ACQUIRE 150,000 SHARES OF KMART COMMON
STOCK, AND (C) A NUMBER OF RESTRICTED SHARES OF KMART
COMMON STOCK EQUAL TO $1 MILLION (BASED ON A PER SHARE
PRICE DETERMINED IMMEDIATELY PRIOR TO THE CONSUMMATION
OF THE MERGERS).
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOITO MANUFACTURING CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.21: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.22: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.23: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: ELECT THE CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE RETIREMENT ALLOWANCES TO THE ISSUER YES AGAINST N/A
RETIRING DIRECTORS AND THE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOMATSU LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND JPY 6
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS UNDER STOCK OPTION PLAN ON FAVORABLE
CONDITIONS
PROPOSAL #6.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KONE CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ADD THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #2.: AUTHORIZE THE BOARD ON ACQUIRING THE ISSUER YES FOR N/A
COMPANY'S OWN SHARES
PROPOSAL #3.: AUTHORIZE THE BOARD ON DISPOSING THE ISSUER YES FOR N/A
COMPANY'S OWN SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KONINKLIJKE BOSKALIS WESTMINSTER NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE PROFILE OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #3.: APPROVE THE RECOMMENDATION FOR THE ISSUER NO N/A N/A
NOMINATION OF A MEMBER OF THE SUPERVISORY BOARD AND
ELECT THE MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #4.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE ESTABLISHMENT OF THE ISSUER NO N/A N/A
REMUNERATION POLICY OF THE BOARD OF MANAGEMENT
PROPOSAL #6.: CLOSURE ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KONINKLIJKE BOSKALIS WESTMINSTER NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1: APPOINT MR. H. BENJAMINS AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD AND APPROVE TO ESTABLISH THE
NUMBER OF MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #2.2: APPOINT MR. R.M.F. VAN LOON AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD AND APPROVE TO ESTABLISH THE
NUMBER OF MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #3.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
PROPOSAL #4.: CLOSURE ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KONINKLIJKE BOSKALIS WESTMINSTER NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE ANNUAL REPORT OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR THE YEAR 2004
PROPOSAL #3.A: APPROVE THE ANNUAL ACCOUNTS OF 2003 ISSUER NO N/A N/A
PROPOSAL #3.B: APPROVE THE REPORT OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #4.: GRANT DISCHARGE THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
PROPOSAL #5.: GRANT DISCHARGE THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #6.: APPROVE THE RESERVE AND DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #7.A: APPROVE THE PROFIT APPROPRIATION ISSUER NO N/A N/A
PROPOSAL #7.B: APPROVE THE DIVIDEND ISSUER NO N/A N/A
PROPOSAL #8.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #9.: APPROVE THE REMUNERATION OF THE MEMBERS OF ISSUER NO N/A N/A
THE AUDIT COMMITTEE AND THE COMMITTEE OF THE
SUPERVISORY BOARD
PROPOSAL #10.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ACQUIRE SHARES OF THE COMPANY
PROPOSAL #11.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #12.: CLOSING ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KONINKLIJKE KPN NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND ANNOUNCEMENTS ISSUER NO N/A N/A
PROPOSAL #2.: REPORT BY THE BOARD OF MANAGEMENT FOR THE ISSUER NO N/A N/A
FINANCIAL YEAR 2004
PROPOSAL #3.A: PROPOSAL TO ADOPT THE FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FINANCIAL YEAR 2004
PROPOSAL #3.B: EXPLANATION OF THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #3.C: PROPOSAL TO ADOPT A DIVIDEND OVER THE ISSUER NO N/A N/A
FINANCIAL YEAR 2004
PROPOSAL #4.A: PROPOSAL TO DISCHARGE THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT FROM LIABILITY
PROPOSAL #4.B: PROPOSAL TO DISCHARGE THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FROM LIABILITY
PROPOSAL #5.A: REPORT ON CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #5.B: PROPOSAL TO AMEND THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #6.: PROPOSAL TO APPOINT THE AUDITOR ISSUER NO N/A N/A
PROPOSAL #7.A: DISCUSSION ON PROFILE OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #7.B: OPPORTUNITY TO MAKE RECOMMENDATIONS FOR ISSUER NO N/A N/A
THE APPOINTMENT OF TWO MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #7.C.1: APPOINTMENT OF MR. A.H.J. RISSEEUW AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #7.C.2: APPOINTMENT OF MS. M.E. VAN LIER LELS ISSUER NO N/A N/A
AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #7.D: ANNOUNCEMENT CONCERNING VACANCIES ARISING ISSUER NO N/A N/A
AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2006
PROPOSAL #7.E: PROPOSAL TO AMEND THE REMUNERATION OF ISSUER NO N/A N/A
MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #8.A: PROPOSAL TO AUTHORIZE THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT TO RESOLVE FOR THE COMPANY TO ACQUIRE ITS OWN
SHARES
PROPOSAL #8.B: PROPOSAL TO EXTEND THE DESIGNATION OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT AS COMPETENT BODY TO ISSUE SHARES
PROPOSAL #8.C: PROPOSAL TO EXTEND THE DESIGNATION OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT AS COMPETENT BODY TO RESTRICT OR
EXCLUDE PRE-EMPTIVE RIGHTS
PROPOSAL #8.D: PROPOSAL TO REDUCE THE CAPITAL THROUGH ISSUER NO N/A N/A
CANCELLATION OF OWN SHARES
PROPOSAL #9.: ANY OTHER BUSINESS AND CLOSURE OF THE ISSUER NO N/A N/A
MEETING
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ISSUER: KONINKLIJKE NUMICO NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING. ISSUER NO N/A N/A
PROPOSAL #2.: REPORT OF THE SUPERVISORY BOARD AND ISSUER NO N/A N/A
EXECUTIVE BOARD FOR THE YEAR 2004.
PROPOSAL #3.A: ADOPTION OF ANNUAL ACCOUNTS 2004; WITH ISSUER NO N/A N/A
REFERENCE TO THE REPORT OF THE SUPERVISORY BOARD
INCLUDED IN THE 2004 ANNUAL REPORT, THE SUPERVISORY
BOARD PROPOSES TO ADOPT THE ANNUAL ACCOUNTS 2004 AS
PRESENTED IN THE ANNUAL REPORT 2004.
PROPOSAL #3.B: DISCHARGE OF THE EXECUTIVE BOARD; ISSUER NO N/A N/A
PROPOSAL TO DISCHARGE THE MEMBERS OF THE EXECUTIVE BOARD
FOR ITS MANAGEMENT OF THE COMPANY.
PROPOSAL #3.C: DISCHARGE OF THE SUPERVISORY BOARD; ISSUER NO N/A N/A
PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY
BOARD FOR SUPERVISING THE MANAGEMENT OF THE COMPANY BY
THE EXECUTIVE BOARD.
PROPOSAL #4.: PROFIT ALLOCATION AND DIVIDEND POLICY OF ISSUER NO N/A N/A
THE COMPANY; NUMICO CURRENTLY HAS A NEGATIVE
SHAREHOLDERS EQUITY POSITION, PREVENTING THE COMPANY -
UNDER DUTCH LAW - TO PAY ANY DIVIDEND. ONCE THE LEVEL
OF SHAREHOLDERS EQUITY HAS SUFFICIENTLY BEEN RESTORED,
NUMICO INTENDS TO RESUME DIVIDEND PAYMENTS BASED ON A
DIVIDEND PAYOUT RATIO THAT WILL BE ALIGNED WITH THE
GROWTH PROFILE OF THE COMPANY AND WITH RELEVANT PEERS.
SUBJECT TO THE CLOSING OF THE MELLIN ACQUISITION
APPROVED BY THE EXTRAORDINARY MEETING OF SHAREHOLDERS ON
MARCH 18, 2004 AND BARRING UNFORESEEN CIRCUMSTANCES THE
COMPANY EXPECTS TO HAVE A POSITIVE EQUITY POSITION
DURING THE SECOND HALF OF 2005.
PROPOSAL #5.: APPOINTMENT OF THE AUDITOR; IN COMPLIANCE ISSUER NO N/A N/A
WITH ARTICLE 28, CLAUSE 1 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. HAS
BEEN INSTRUCTED TO AUDIT THE 2004 ANNUAL ACCOUNTS, AS
PREPARED BY THE EXECUTIVE BOARD, IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 393, CLAUSE 3, BOOK 2 OF THE CIVIL
CODE. IN LINE WITH THE RECOMMENDATION OF THE AUDIT
COMMITTEE THE SUPERVISORY BOARD PROPOSES TO APPOINT
PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE AUDITOR
FOR THE YEAR 2005.
PROPOSAL #6.: CORPORATE GOVERNANCE; EXPLANATION OF THE ISSUER NO N/A N/A
CORPORATE GOVERNANCE STATEMENT IN THE 2004 ANNUAL
REPORT. IN THE NETHERLANDS, THE CORPORATE GOVERNANCE
CODE (THE CODE) BECAME EFFECTIVE AS OF JANUARY 1, 2004.
THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD HAVE
ADOPTED AN OPEN AND TRANSPARENT APPROACH TO THE
APPLICATION OF THE CODE. NUMICO'S OBJECTIVE IS TO
ENHANCE SHAREHOLDER'S INTERESTS IN THE COMPANY. IN THE
ANNUAL REPORT FOR 2003 NUMICO ALREADY EXPLAINED ITS
COMPLIANCE WITH THE CODE AND THIS WAS ALSO DISCUSSED IN
DE ANNUAL GENERAL MEETING OF SHAREHOLDERS IN MAY 2004.
NUMICO FULLY COMPLIES WITH THE CODE. THIS ITEM IS PUT ON
THE AGENDA JUST FOR DISCUSSION PURPOSES. REFERENCE IS
ALSO MADE TO THE CORPORATE GOVERNANCE STATEMENT IN THE
ANNUAL REPORT 2004.
PROPOSAL #7.: REMUNERATION SUPERVISORY BOARD; THE ISSUER NO N/A N/A
SUPERVISORY BOARD REFERS TO THE REMUNERATION REPORT
INCLUDED IN THE ANNUAL REPORT 2004. IT IS PROPOSED TO
ADJUST THE ANNUAL COMPENSATION OF THE SUPERVISORY BOARD
MEMBERS TO THE FOLLOWING LEVEL: FOR THE CHAIRMAN EUR
70,000, FOR THE MEMBERS EUR 50,000 AND FOR A CHAIRMAN OF
A COMMITTEE EUR 8,000 ADDITIONALLY. THESE ADJUSTMENTS
REFLECT THE INCREASED RESPONSIBILITY AND EXPOSURE OF THE
SUPERVISORY BOARD.
PROPOSAL #8.A: COMPOSITION OF THE EXECUTIVE BOARD; IN ISSUER NO N/A N/A
ACCORDANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE (THE
CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD
HAVE DECIDED TO COMPLY WITH THE BEST PRACTICE PROVISION
THAT STATES THAT EXECUTIVE BOARD MEMBERS ARE APPOINTED
FOR A TERM OF FOUR YEARS. AS A RESULT, THE EXECUTIVE
BOARD MEMBERS HAVE SET UP A ROTATION SCHEME IN ORDER TO
AVOID RESIGNATION OF ALL MEMBERS AT THE SAME TIME.
ACCORDINGLY, MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR.
AJAI PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER
MEMBERS OF THE BOARD WILL BE NOMINATED FOR RE-
APPOINTMENT IN THIS MEETING. THE SUPERVISORY BOARD
NOMINATES MR. CHRIS BRITTON TO THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS FOR RE-APPOINTMENT TO THE
EXECUTIVE BOARD FOR A TERM OF FOUR YEARS. CHRIS
BRITTON'S BIOGRAPHY IS SHOWN IN THE ANNUAL REPORT AND
IS POSTED ON THE WEBSITE. MR. BRITTON WAS APPOINTED AS
PRESIDENT OF THE BABY FOOD DIVISION IN FEBRUARY 2003.
THE SELECTION AND NOMINATION COMMITTEE HAS RECOMMENDED
THE SUPERVISORY BOARD TO NOMINATE MR. BRITTON FOR RE-
APPOINTMENT. SINCE HIS APPOINTMENT AS PRESIDENT OF THE
BABY FOOD DIVISION IN 2003, HE HAS DRIVEN THIS DIVISION
TO SIGNIFICANTLY IMPROVED RESULTS AND MAJOR STEPS HAVE
BEEN TAKEN TO CONTINUE THIS HIGH PERFORMANCE. THE
SUPERVISORY BOARD PROPOSES HIS REAPPOINTMENT. MR.
BRITTON HOLDS NO SHARES IN THE COMPANY. FOR HIS
PARTICIPATION IN STOCK OPTION PROGRAMMES, REFERENCE IS
MADE TO THE ANNUAL REPORT 2004.
PROPOSAL #8.B: COMPOSITION OF THE EXECUTIVE BOARD; IN ISSUER NO N/A N/A
ACCORDANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE (THE
CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD
HAVE DECIDED TO COMPLY WITH THE BEST PRACTICE PROVISION
THAT STATES THAT EXECUTIVE BOARD MEMBERS ARE APPOINTED
FOR A TERM OF FOUR YEARS. AS A RESULT, THE EXECUTIVE
BOARD MEMBERS HAVE SET UP A ROTATION SCHEME IN ORDER TO
AVOID RESIGNATION OF ALL MEMBERS AT THE SAME TIME.
ACCORDINGLY, MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR.
AJAI PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER
MEMBERS OF THE BOARD WILL BE NOMINATED FOR RE-
APPOINTMENT IN THIS MEETING. THE SUPERVISORY BOARD
NOMINATES MR. RUDY MAREEL TO THE GENERAL MEETING OF
SHAREHOLDERS FOR RE-APPOINTMENT TO THE EXECUTIVE BOARD
FOR A TERM OF FOUR YEARS. MR. RUDY MAREEL'S BIOGRAPHY IS
SHOWN IN THE ANNUAL REPORT AND IS POSTED ON THE
WEBSITE. MR. MAREEL WAS APPOINTED AS PRESIDENT OF THE
CLINICAL NUTRITION DIVISION IN MAY 2003. THE SELECTION
AND NOMINATION COMMITTEE HAS RECOMMENDED THE
SUPERVISORY BOARD TO NOMINATE MR. MAREEL FOR RE-
APPOINTMENT. SINCE HIS APPOINTMENT, MR. MAREEL HAS
MANAGED HIS DIVISION VERY SUCCESSFULLY BY RESHAPING THE
DIVISION INTO AN INNOVATIVE AND FOCUSED ORGANISATION,
WHICH SUCCESSFULLY BUILDS ON THE IMPROVED MARKETING AND
SALES STRATEGY. THE SUPERVISORY BOARD PROPOSES HIS
REAPPOINTMENT. MR. MAREEL HOLDS 3,316 SHARES IN THE
COMPANY. FOR HIS PARTICIPATION IN STOCK OPTION
PROGRAMMES, REFERENCE IS MADE TO THE ANNUAL REPORT 2004.
PROPOSAL #8.C: COMPOSITION OF THE EXECUTIVE BOARD; IN ISSUER NO N/A N/A
ACCORDANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE (THE
CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD
HAVE DECIDED TO COMPLY WITH THE BEST PRACTICE PROVISION
THAT STATES THAT EXECUTIVE BOARD MEMBERS ARE APPOINTED
FOR A TERM OF FOUR YEARS. AS A RESULT, THE EXECUTIVE
BOARD MEMBERS HAVE SET UP A ROTATION SCHEME IN ORDER TO
AVOID RESIGNATION OF ALL MEMBERS AT THE SAME TIME.
ACCORDINGLY, MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR.
AJAI PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER
MEMBERS OF THE BOARD WILL BE NOMINATED FOR RE-
APPOINTMENT IN THIS MEETING. THE SUPERVISORY BOARD
NOMINATES MR. NIRAJ MEHRA TO THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS FOR RE-APPOINTMENT TO THE EXECUTIVE
BOARD FOR A TERM OF FOUR YEARS. MR. NIRAJ MEHRA'S
BIOGRAPHY IS SHOWN IN THE ANNUAL REPORT AND IS POSTED ON
THE WEBSITE. MR. MEHRA WAS APPOINTED AS PRESIDENT OF
OPERATIONS IN OCTOBER 2002. THE SELECTION AND NOMINATION
COMMITTEE HAS RECOMMENDED THE SUPERVISORY BOARD TO
NOMINATE MR. MEHRA FOR RE-APPOINTMENT. MR. MEHRA HAS
SINCE HIS APPOINTMENT, SUCCESSFULLY MANAGED A COMPLETE
RESTRUCTURING OF OPERATIONS, INCLUDING VERY SUCCESSFUL
COST SAVING PROJECTS WHICH PROVIDE HUGE MARKET
INVESTMENTS OPPORTUNITIES. THE SUPERVISORY BOARD
PROPOSES HIS REAPPOINTMENT. MR. MEHRA HOLDS NO SHARES IN
THE COMPANY. FOR HIS PARTICIPATION IN STOCK OPTION
PROGRAMMES, REFERENCE IS MADE TO THE ANNUAL REPORT 2004.
PROPOSAL #9.A: COMPOSITION OF THE SUPERVISORY BOARD; THE ISSUER NO N/A N/A
SUPERVISORY BOARD NOMINATES MR. STEVEN SCHUIT TO THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR APPOINTMENT
TO THE SUPERVISORY BOARD FOR A TERM OF FOUR YEARS. AS
INDICATED LAST YEAR, THE SUPERVISORY BOARD INTENDS TO
NOMINATE NEW MEMBERS GIVEN THE GROWING IMPORTANCE OF THE
POSITION OF THE SUPERVISORY BOARD AND TO COMPLY WITH
THE OBLIGATIONS OF THE SUPERVISORY BOARD TOWARDS
STAKEHOLDERS IN THE COMPANY. THE SUPERVISORY BOARD,
RECOMMENDED BY THE SELECTION AND APPOINTMENT COMMITTEE,
NOMINATES MR. STEVEN SCHUIT FOR APPOINTMENT AS HE FULLY
MEETS THE REQUIREMENTS FOR THIS POSITION AND FITS INTO
THE PROFILE OF THE SUPERVISORY BOARD. MR. STEVEN SCHUIT
IS 62 YEARS AND HAS DUTCH NATIONALITY. UNTIL MAY 1,
2005, MR. SCHUIT WAS PARTNER OF ALLEN & OVERY,
SPECIALISED IN CORPORATE FINANCE. HE IS PROFESSOR
INTERNATIONAL COMMERCIAL AND FINANCIAL LAW AT THE
UNIVERSITY OF UTRECHT AND FOUNDER AND MEMBER OF THE
BOARD OF THE GROTIUS ACADEMY. UPON HIS APPOINTMENT, MR.
SCHUIT WILL NOT BE INDEPENDENT ACCORDING TO THE CODE.
THE LAW FIRM, OF WHICH HE WAS A PARTNER, HAS PERFORMED
ADVISORY WORK FOR THE COMPANY IN THE YEAR PRIOR TO MR.
SCHUIT'S APPOINTMENT. THE SUPERVISORY BOARD PROPOSES TO
APPOINT MR. SCHUIT AS A MEMBER OF THE SUPERVISORY BOARD.
PROPOSAL #9.B: COMPOSITION OF THE SUPERVISORY BOARD; THE ISSUER NO N/A N/A
SUPERVISORY BOARD NOMINATES MR. MARCO FOSSATI TO THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR APPOINTMENT
TO THE SUPERVISORY BOARD FOR A TERM OF FOUR YEARS.
SUBJECT TO THE CLOSING OF THE MELLIN ACQUISITION
APPROVED BY THE EXTRAORDINARY MEETING OF SHAREHOLDERS ON
MARCH 18, 2004, THE SUPERVISORY BOARD RECOMMENDED BY
THE SELECTION AND APPOINTMENT COMMITTEE NOMINATES MR.
FOSSATI FOR APPOINTMENT AS HE FULLY MEETS THE
REQUIREMENTS FOR THIS POSITION. HE ALSO FITS INTO THE
PROFILE OF THE SUPERVISORY BOARD. MR. MARCO FOSSATI IS
46 YEARS AND HAS ITALIAN NATIONALITY. MR. FOSSATI'S
CURRENT POSITION IS PRESIDENT OF THE FINDIM GROUP SA.
ADDITIONAL POSITIONS HELD ARE PRESIDENT OF STAR
STABILIMENTO ALIMENTARE S.P.A. AND MEMBER OF THE BOARD
OF IFIL S.P.A. MR. FOSSATI CURRENTLY HOLDS NO SHARES,
BUT SUBJECT TO THE CLOSING OF THE MELLIN ACQUISITION, HE
WILL (INDIRECTLY) HOLD 6,711,409 SHARES. THE
SUPERVISORY BOARD PROPOSES TO APPOINT MR. FOSSATI AS A
MEMBER OF THE SUPERVISORY BOARD TAKEN INTO ACCOUNT THAT
THE APPOINTMENT WILL BECOME EFFECTIVE AT THE CLOSING OF
THE ACQUISITION OF MELLIN.
PROPOSAL #10.A: AUTHORITY OF THE EXECUTIVE BOARD TO ISSUER NO N/A N/A
ISSUE ORDINARY SHARES; AUTHORISATION OF THE EXECUTIVE
BOARD - SUBJECT TO THE APPROVAL OF THE SUPERVISORY
BOARD - TO ISSUE ORDINARY SHARES. THE SUPERVISORY BOARD
PROPOSES THAT THE EXECUTIVE BOARD BE AUTHORISED FOR A
PERIOD OF 18 MONTHS COMMENCING ON MAY 12, 2005 AND
ENDING ON NOVEMBER 11, 2006, TO ISSUE SHARES - SUBJECT
TO THE APPROVAL OF THE SUPERVISORY BOARD - TO A MAXIMUM
OF 10 % OF THE ISSUED SHARE CAPITAL FOR FINANCING AND TO
COVER PERSONNEL SHARE OPTIONS, AND AN ADDITIONAL 10%
FOR FINANCING ACQUISITIONS OR MERGERS.
PROPOSAL #10.B: AUTHORITY OF THE EXECUTIVE BOARD TO ISSUER NO N/A N/A
ISSUE ORDINARY SHARES; AUTHORISATION OF THE EXECUTIVE
BOARD - SUBJECT TO THE APPROVAL OF THE SUPERVISORY
BOARD - TO EXCLUDE PRE-EMPTIVE RIGHTS. THE SUPERVISORY
BOARD PROPOSES THAT THE EXECUTIVE BOARD BE AUTHORISED
FOR A PERIOD OF 18 MONTHS COMMENCING ON MAY 12, 2005 AND
ENDING ON NOVEMBER 11, 2006, - SUBJECT TO THE APPROVAL
OF THE SUPERVISORY BOARD - TO LIMIT OR EXCLUDE PRE-
EMPTIVE RIGHTS FOR SHAREHOLDERS IN CASE OF THE ISSUANCE
OF SHARES BASED ON THE SUB 10 A) FORMULATED
AUTHORISATION.
PROPOSAL #11.: AUTHORITY OF THE EXECUTIVE BOARD TO BUY ISSUER NO N/A N/A
BACK OWN SHARES; THE SUPERVISORY BOARD PROPOSES THAT THE
EXECUTIVE BOARD BE AUTHORISED, FOR A PERIOD OF 18
MONTHS, COMMENCING ON MAY 12, 2005 AND ENDING ON
NOVEMBER 11, 2006 TO PROVIDE FOR THE COMPANY TO BUY BACK
ITS OWN SHARES ON THE STOCK EXCHANGE OR OTHERWISE (AS
REFERRED TO IN ARTICLE 10 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY). THE MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED EQUALS THE NUMBER OF SHARES ALLOWED BY LAW. THE
PRICE LIMIT SHOULD BE BETWEEN THE PAR VALUE OF THE
SHARES AND THE OFFICIAL PRICE OF THE SHARES AT EURONEXT
AMSTERDAM N.V., PLUS 10%. THE STOCK EXCHANGE PRICE
EQUALS THE AVERAGE OF THE HIGHEST PRICE OF THE NUMICO
SHARES AS LISTED IN THE OFFICIELE PRIJSCOURANT (OFFICIAL
PRICE LIST) OF EURONEXT AMSTERDAM N.V. FOR FIVE
SUCCESSIVE TRADING DAYS, IMMEDIATELY PRECEDING THE DAY
OF PURCHASE.
PROPOSAL #12.: ANY OTHER BUSINESS. ISSUER NO N/A N/A
PROPOSAL #13.: CLOSING. ISSUER NO N/A N/A
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ISSUER: KONINKLIJKE P&O NEDLLOYD NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE RESULT OF 1ST QUARTER 2005 ISSUER NO N/A N/A
PROPOSAL #2.a: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT FOR 2004
PROPOSAL #2.b: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #2.c: APPROVE THE ANNUAL ACCOUNTS FOR 2004 ISSUER NO N/A N/A
PROPOSAL #2.d: APPROVE THE RESERVE AND THE DIVIDEND ISSUER NO N/A N/A
POLICY
PROPOSAL #2.e: APPROVE THE DIVIDEND PROPOSAL 2004 ISSUER NO N/A N/A
PROPOSAL #2.f: GRANT DISCHARGE TO THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
PROPOSAL #2.g: GRANT DISCHARGE TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #3.a: APPROVE THE REMUNERATION POLICY ISSUER NO N/A N/A
PROPOSAL #3.b: APPROVE THE: I) SENIOR MANAGERS ONE-OFF ISSUER NO N/A N/A
SHARE INCENTIVE PLAN AND II) LONG TERM INCENTIVE PLAN
PROPOSAL #4.a: APPOINT MR. A.J. SCHEEPSBOUWER AS A ISSUER NO N/A N/A
MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #4.b: APPOINT MRS. C. MORNIPOSTEL AS A MEMBER ISSUER NO N/A N/A
OF THE BOARD OF THE MANAGEMENT
PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ACQUIRE SHARES OF THE COMPANY
PROPOSAL #6.a: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ISSUE SHARES
PROPOSAL #6.b: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT
PROPOSAL #7.: ANY OTHER BUSINESS ISSUER NO N/A N/A
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ISSUER: KONINKLIJKE PHILIPS ELECTRONICS N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE GENERAL MEETING ISSUER NO N/A N/A
PROPOSAL #2.a: ADOPTION OF THE 2004 FINANCIAL STATEMENTS ISSUER NO N/A N/A
PROPOSAL #2.b: EXPLANATION OF POLICY ON ADDITIONS TO ISSUER NO N/A N/A
RESERVES AND DIVIDENDS
PROPOSAL #2.c: ADOPTION OF THE DIVIDEND TO SHAREHOLDERS ISSUER NO N/A N/A
OF EUR 0.40 PER COMMON SHARE
PROPOSAL #2.d: DISCHARGE OF THE RESPONSIBILITIES OF THE ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF MANAGEMENT
PROPOSAL #2.e: DISCHARGE OF THE RESPONSIBILITIES OF THE ISSUER NO N/A N/A
MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #3.a: DISCUSSION ON CORPORATE GOVERNANCE ISSUER NO N/A N/A
STRUCTURE
PROPOSAL #3.b: AMENDMENT OF THE ARTICLES OR ASSOCIATION ISSUER NO N/A N/A
OF THE COMPANY
PROPOSAL #4.: RE-APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS ISSUER NO N/A N/A
EXTERNAL AUDITOR OF THE COMPANY
PROPOSAL #5.a: RE-APPOINTMENT OF MR G.J. KLEISTERLEE AS ISSUER NO N/A N/A
PRESIDENT/CEO AND MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #5.b: APPOINTMENT OF MR. P.J. SIVIGNON AS ISSUER NO N/A N/A
MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #6.a: RE-APPOINTMENT OF MR. L. SCHWEITZER AS ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #6.b: APPOINTMENT OF MR. N.L. WONG AS MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #6.c: APPOINTMENT OF MR. J.J. SCHIRO AS MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #7.: ADOPTION OF THE CHANGE OF THE REMUNERATION ISSUER NO N/A N/A
FOR THE MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #8.: AUTHORIZATION OF THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
TO (I) ISSUE OR GRANT RIGHTS TO ACQUIRE SHARES AND (II)
RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS
PROPOSAL #9.: AUTHORIZATION OF THE BOARD OF MANAGEMENT ISSUER NO N/A N/A
TO ACQUIRE SHARES IN THE COMPANY
PROPOSAL #10.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #11.: CLOSING OF THE GENERAL MEETING ISSUER NO N/A N/A
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ISSUER: KOOKMIN BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. JUNG WON KANG AS AN EXECUTIVE ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #2.: APPROVE THE STOCK OPTION FOR THE STAFF: ISSUER YES FOR N/A
5,000 SHARES TO THE OUTSIDE DIRECTOR MR. DONG SU JUNG,
5,000 SHARES TO MR. MUN YOUL CHOI, 5,000 SHARES TO MR.
WANG HA JO, 5,000 SHARES TO MR. YOUNG SUN JUN AND 10,000
SHARES TO THE VICE CHAIRMAN, MR. JUNG YOUNG KANG
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ISSUER: KOOKMIN BANK
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: ELECT THE NOMINEES FOR MEMBER OF AUDITOR ISSUER YES ABSTAIN N/A
COMMITTEE WHO ARE NOT OUTSIDE DIRECTORS
PROPOSAL #4.: ELECT THE NOMINEES FOR MEMBER OF AUDITOR ISSUER YES ABSTAIN N/A
COMMITTEE WHO ARE OUTSIDE DIRECTORS
PROPOSAL #5.: APPROVE THE STOCK OPTION FOR STAFF ISSUER YES FOR N/A
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ISSUER: KOREA ELEC PWR CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPOINT THE AUDITORS ISSUER YES ABSTAIN N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOREA ELECTRIC POWER CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/27/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KOREA ELECTRIC POWER CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 44TH BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE DISPOSITION OF RETAINED EARNING
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ISSUER: KOREA IRON AND STEEL CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS ISSUER YES ABSTAIN N/A
PROPOSAL #2.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE THE LIMIT OF THE REMUNERATION FOR ISSUER YES ABSTAIN N/A
THE DIRECTORS
PROPOSAL #4.: APPROVE THE PARTIAL AMENDMENTS ON THE ISSUER YES ABSTAIN N/A
RETIREMENT BENEFIT PLAN FOR THE DIRECTORS
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ISSUER: KUEHNE + NAGEL INTERNATIONAL AG, NAGEL INTERNATIONAL AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE ANNUAL ISSUER YES FOR N/A
ACCOUNTS AND THE CONSOLIDATED ACCOUNTS OF THE GROUP 2004
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE BALANCE ISSUER YES FOR N/A
PROFIT
PROPOSAL #3.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND THE MANAGEMENT
PROPOSAL #4.: ELECT THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE CREATION OF AUTHORIZED CAPITAL ISSUER YES FOR N/A
AND AMEND THE ARTICLES OF INCORPORATION
PROPOSAL #6.: ELECT THE AUDITORS AND THE GROUP AUDITORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KUMPULAN GUTHRIE BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/9/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: GRANT AUTHORITY TO H&L AND SJB TO DISPOSE ISSUER YES FOR N/A
OF THE BUKIT RAJA LAND AND KAPAR LAND TO GPDH PURSUANT
TO THE TERMS AND CONDITIONS CONTAINED IN THE SALE AND
PURCHASE AGREEMENT DATED 03 MAR 2004 ENTERED INTO
BETWEEN H&L, SJB AND GPDH FOR A TOTAL CASH CONSIDERATION
OF MYR 210,000,000, SUBJECT TO THE ALL RELEVANT
AUTHORITIES BEING OBTAINED AND THE DIRECTORS OF THE
COMPANY BE AUTHORIZED TO DO ALL SUCH ACTS, DEEDS AND
THINGS AND TO EXECUTE, SIGN AND DELIVER ON BEHALF OF THE
COMPANY, ALL SUCH DOCUMENTS AND/OR AGREEMENTS THAT ARE
NECESSARY OR EXPEDIENT TO GIVE FULL EFFECT TO AND
COMPLETE THE PROPOSED H&L LAND DISPOSAL, WITH FULL POWER
TO CONSENT TO ANY CONDITIONS, MODIFICATIONS, ADDITIONS,
VARIATIONS AND/OR AMENDMENTS AS MAY BE REQUIRED BY THE
RELEVANT AUTHORITIES, OR AS MAY BE NECESSARY OR EXPEDIENT
PROPOSAL #O.2: APPROVE MERGER OF KUMPULAN GUTHRIE BHD ISSUER YES FOR N/A
AND HIGHLANDS & LOWLANDS BHD
PROPOSAL #O.3: APPROVE, SUBJECT TO THE PASSING OF THE ISSUER YES FOR N/A
SPECIAL RESOLUTION 1 HEREUNDER AND ALLRELEVANT
AUTHORITIES, INCLUDING THE SANCTION OF THE PROPOSED
SCHEME OF ARRANGEMENT IN RESPECT OF THE PROPOSED ROPEL
MERGER BY THE COURT, APPROVAL BE GIVEN TO IMPLEMENT THE
PROPOSED ROPEL MERGER WHICH SHALL BE EFFECTED BY WAY OF
A SCHEME OF ARRANGEMENT PURSUANT TO SECTION 176 OF THE
ACT AND THE RESTRUCTURING AGREEMENT DATED 29 MAY 2003
ENTERED INTO BETWEEN GUTHRIE AND ROPEL, INVOLVING THE
PROPOSED REDUCTION OF CAPITAL BY THE CANCELLATION OF ALL
THE ORDINARY SHARES OF MYR 1.00 EACH IN ROPEL ROPEL
SHARES HELD BY ALL THE SHAREHOLDERS OF ROPEL OTHER THAN
GUTHRIE OTHER ROPEL SHAREHOLDERS PURSUANT TO SECTION
64 OF THE ACT AND THE SUBSEQUENT ISSUANCE OF NEW GUTHRIE
SHARES ON THE BASIS OF ONE POINT EIGHT 1.8 NEW
GUTHRIE SHARES CREDITED AS FULLY PAID-UP AT AN ISSUE
PRICE OF MYR 2.30 EACH FOR EVERY ONE 1 ROPEL SHARE
HELD BY THE OTHER ROPEL SHAREHOLDERS, WHICH WILL RESULT
IN ROPEL BECOMING A WHOLLY-OWNED SUBSIDIARY OF GUTHRIE
AND POTENTIALLY BE DE-LISTED FROM THE MAIN BOARD OF
BURSA SECURITIES AND, PURSUANT TO THE PROPOSED ROPEL
MERGER, THE DIRECTORS OF THE COMPANY BE AUTHORIZED TO
EFFECT THE ALLOTMENT OF ALL SUCH SHARES AS ARE REQUIRED
PURSUANT TO THE PROPOSED ROPEL MERGER AND WITHOUT
PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE
DIRECTORS OF THE COMPANY BE AUTHORIZED TO: A) ISSUE AND
ALLOT UP TO 96,378,584 NEW GUTHRIE SHARES TO THE OTHER
ROPEL SHAREHOLDERS AT AN ISSUE PRICE OF MYR 2.30 PER
GUTHRIE SHARE CREDITED AS FULLY PAID-UP; AND B) DEAL
WITH ANY FRACTIONAL ENTITLEMENTS OF THE NEW GUTHRIE
SHARES AT THEIR SOLE AND ABSOLUTE DISCRETION; AND THE
NEW GUTHRIE SHARES TO BE ISSUED SHALL, UPON ISSUE AND
ALLOTMENT, RANK PARI PASSU WITH THE EXISTING GUTHRIE
SHARES, EXCEPT THAT THE NEW GUTHRIE SHARES SO ISSUED
SHALL NOT BE ENTITLED TO ANY DIVIDENDS, RIGHTS, BONUSES,
ALLOTMENTS AND/OR OTHER DISTRIBUTIONS, UNLESS THE
ALLOTMENT OF THE NEW GUTHRIE SHARES IS MADE ON OR PRIOR
TO THE ENTITLEMENT DATE OF SUCH DIVIDENDS, RIGHTS,
BONUSES, ALLOTMENTS AND/OR OTHER DISTRIBUTIONS; AND THE
DIRECTORS OF THE COMPANY BE AUTHORIZED TO DO ALL SUCH
ACTS, DEEDS AND THINGS AND TO EXECUTE, SIGN AND DELIVER
ON BEHALF OF THE COMPANY, ALL SUCH DOCUMENTS AND/OR
AGREEMENTS THAT ARE NECESSARY OR EXPEDIENT TO GIVE FULL
EFFECT TO AND COMPLETE THE PROPOSED ROPEL MERGER, WITH
FULL POWER TO CONSENT TO ANY CONDITIONS, MODIFICATIONS,
ADDITIONS, VARIATIONS AND/OR AMENDMENTS AS MAY BE
REQUIRED BY THE COURT AND/OR THE RELEVANT AUTHORITIES,
OR AS MAY BE NECESSARY OR EXPEDIENT
PROPOSAL #S.1: APPROVE TO INCREASE THE AUTHORISED SHARE ISSUER YES FOR N/A
CAPITAL OF THE COMPANY FROM MYR 1,500,000,000 COMPRISING
1,500,000,000 ORDINARY SHARES OF MYR 1.00 EACH TO MYR
2,000,000,000 COMPRISING 2,000,000,000 ORDINARY SHARES
OF MYR 1.00 EACH BY THE CREATION OF 500,000,000 ORDINARY
SHARES OF MYR 1.00 EACH RANKING PARI PASSU IN ALL
RESPECTS WITH THE EXISTING ORDINARY SHARES OF THE COMPANY
PROPOSAL #S.2: APPROVE THAT, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
THE SPECIAL RESOLUTION 1 AND THE BURSA SECURITIES,
APPROVAL BE GIVEN FOR THE AMENDMENTS TO CLAUSE 5 OF THE
MEMORANDUM OF ASSOCIATION AND ARTICLE 3 OF THE ARTICLES
OF ASSOCIATION AND THE DELETION OF ARTICLE 155 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY: CLAUSE 5 OF THE
MEMORANDUM OF ASSOCIATION SHALL BE AMENDED BY DELETING
IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW CLAUSE:
ARTICLE 3 OF THE ARTICLES OF ASSOCIATION SHALL BE
AMENDED BY DELETING IN ITS ENTIRETY AND SUBSTITUTING
WITH A NEW ARTICLE: ARTICLE 155 OF THE ARTICLES OF
ASSOCIATION NOTWITHSTANDING SECTION 31 OF THE ACT, THE
COMPANY SHALL NOT DELETE, AMEND OR ADD TO ANY OF ITS
EXISTING ARTICLES, WHICH HAVE PREVIOUSLY BEEN APPROVED
BY THE EXCHANGE, UNLESS PRIOR WRITTEN APPROVAL HAS BEEN
SOUGHT AND OBTAINED FROM THE EXCHANGE FOR SUCH DELETION,
AMENDMENT OR ADDITION SHALL BE DELETED IN ITS ENTIRETY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KUMPULAN GUTHRIE BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITED FINANCIAL STATEMENTS FOR THE
YE 31 DEC 2004 AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE PAYMENT OF A FINAL DIVIDEND OF ISSUER YES FOR N/A
5% 5 SEN PER MYR 1.00 SHARE LESS28% MALAYSIAN INCOME
TAX
PROPOSAL #3.: APPROVE THE DIRECTORS FEES AND ISSUER YES FOR N/A
REMUNERATION AS DISCLOSED IN THE AUDITED FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2004
PROPOSAL #4.1: RE-ELECT MR. YBHG. DATUK KHOO ENG CHOO AS ISSUER YES FOR N/A
A DIRECTOR, WHO RETIRES BY ROTATIONIN ACCORDANCE WITH
ARTICLE 102 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.2: RE-ELECT MR. ENCIK SREESANTHAN S/O MR. ISSUER YES FOR N/A
ELIATHAMBY AS A DIRECTOR, WHO RETIRES BY ROTATION IN
ACCORDANCE WITH ARTICLE 102 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #5.: ELECT MR. YBHG. DATO ABD WAHAB MASKAN ISSUER YES FOR N/A
WHO, BEING APPOINTED ON 30 JUN 2004, RETIRES IN
ACCORDANCE WITH ARTICLE 108 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #6.1: RE-APPOINT, PURSUANT TO SECTION 129(6) OF ISSUER YES FOR N/A
THE COMPANIES ACT, 1965, MR. YBHG. TAN SRI DATO MUSA
HITAM AS A DIRECTOR OF THE COMPANY TO HOLD OFFICE UNTIL
THE NEXT AGM
PROPOSAL #6.2: RE-APPOINT, PURSUANT TO SECTION 129(6) OF ISSUER YES AGAINST N/A
THE COMPANIES ACT, 1965, MR. Y.M. RAJA TAN SRI MUHAMMAD
ALIAS RAJA MUHAMMAD ALI AS A DIRECTOR OF THE COMPANY TO
HOLD OFFICE UNTIL THE NEXT AGM
PROPOSAL #7.: RE-APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZETHE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, SUBJECT ALWAYS TO ISSUER YES FOR N/A
THE COMPANIES ACT, 1965, THE ARTICLES OF ASSOCIATION OF
THE COMPANY AND THE APPROVALS OF THE RELEVANT
GOVERNMENTAL/REGULATORY AUTHORITIES AND PURSUANT TO
SECTION 132D OF THE COMPANIES ACT, 1965 TO ISSUE AND
ALLOT SHARES IN THE COMPANY AT ANY TIME UNTIL THE
CONCLUSION OF THE NEXT AGM AND UPON SUCH TERMS AND
CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS MAY,
IN THEIR ABSOLUTE DISCRETION, DEEM FIT PROVIDED THAT THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED DOES NOT EXCEED
10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FOR THE
TIME BEING
PROPOSAL #9.: ANY OTHER BUSINESS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: KUMPULAN GUTHRIE BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE COMPANY, SUBJECT TO ISSUER YES FOR N/A
COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND
GUIDELINES, TO ALLOCATE AN AMOUNT OF FUNDS NOT EXCEEDING
THE AUDITED RETAINED PROFITS AND THE SHARE PREMIUM
ACCOUNT OF THE COMPANY OF MYR 1,059,127,000 AND MYR
6,472,000 RESPECTIVELY, AS AT 31 DEC 2004, TO PURCHASE
ON BURSA MALAYSIA SECURITIES BERHAD BURSA MALAYSIA
UP TO 10% OF THE ISSUED AND PAID-UP ORDINARY SHARE
CAPITAL OF THE COMPANY, REPRESENTING 100,648,700
ORDINARY SHARES OF MYR 1.00 EACH IN THE COMPANY AS AT 15
APR 2005, AND APPROVE THAT THE SHARES OF THE COMPANY TO
BE PURCHASED ARE PROPOSED TO BE CANCELLED AND/OR
RETAINED AS TREASURY SHARES AND DISTRIBUTED AS SHARE
DIVIDENDS OR RESOLD ON BURSA MALAYSIA; AUTHORITY
EXPIRES AT EARLIEST OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY; OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM IS REQUIRED BY LAW TO BE HELD , AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH
STEPS AS ARE NECESSARY INCLUDING THE OPENING AND
MAINTAINING OF A CENTRAL DEPOSITORIES ACCOUNT'S UNDER
THE SECURITY INDUSTRY (CENTRAL DEPOSITORIES) ACT, 1991
AND ENTERING INTO ALL OTHER AGREEMENTS, ARRANGEMENTS,
AND GUARANTEES WITH ANY PARTY OR PARTIES TO IMPLEMENT,
FINALIZE AND GIVE FULL EFFECT TO THE AFORESAID PURCHASE
WITH FULL POWERS TO ASSENT TO ANY CONDITIONS,
MODIFICATIONS, REVALUATIONS VARIATIONS AND/OR AMENDMENTS
IF ANY AS MAY BE IMPOSED BY THE RELEVANT AUTHORITIES
AND TO DO ALL SUCH ACTS AND THINGS AS THE SAID DIRECTORS
MAY DEEM FIT AND EXPEDIENT IN THE BEST INTERESTS OF THE
COMPANY
PROPOSAL #2.: AUTHORIZE KUMPULAN GUTHRIE BERHAD AND ITS ISSUER YES FOR N/A
SUBSIDIARY COMPANIES, SUBJECT TO COMPLIANCE WITH ALL
APPLICABLE LAWS, REGULATIONS AND GUIDELINES, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS, FROM TIME TO
TIME, WITH THE RELATED PARTIES, AS SPECIFIED, WHICH ARE
NECESSARY FOR DAY-TO-DAY OPERATIONS AND IN THE NORMAL
COURSE OF BUSINESS OF KUMPULAN GUTHRIE BERHAD AND ITS
SUBSIDIARY COMPANIES AND ARE ON TERMS WHICH ARE NOT
PREJUDICIAL TO THE SHAREHOLDERS AND ARE NOT TO THE
DETRIMENT OF THE MINORITY SHAREHOLDERS OF THE COMPANY;
IN MAKING THE DISCLOSURE OF THE AGGREGATE VALUE OF
RECURRENT TRANSACTIONS CONDUCTED PURSUANT TO THE RRPT
MANDATE IN KUMPULAN GUTHRIE BERHAD'S ANNUAL REPORT, A
BREAKDOWN OF THE AGGREGATE VALUE OF THE RECURRENT
RELATED PARTY TRANSACTIONS MADE DURING THE FY, AMONG
OTHERS, WILL BE PROVIDED BASED ON THE FOLLOWING
INFORMATION: I) THE TYPE OF THE RECURRENT RELATED PARTY
TRANSACTIONS MADE; AND II) THE NAMES OF THE RELATED
PARTIES INVOLVED IN EACH TYPE OF THE RECURRENT RELATED
PARTY TRANSACTIONS MADE AND THEIR RELATIONSHIP WITH
KUMPULAN GUTHRIE BERHAD; AUTHORITY EXPIRES THE EARLIEST
OF THE CONCLUSION OF THE NEXT AGM OF KUMPULAN GUTHRIE
BERHAD; OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM IS REQUIRED TO BE HELD BY LAW ; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH
ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS
MAY BE REQUIRED TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS ORDINARY
RESOLUTION
PROPOSAL #3.: AUTHORIZE KUMPULAN GUTHRIE BERHAD AND ITS ISSUER YES FOR N/A
SUBSIDIARY COMPANIES, SUBJECT TO COMPLIANCE WITH ALL
APPLICABLE LAWS, REGULATIONS AND GUIDELINES, TO PROVIDE
FINANCIAL ASSISTANCE TO RELATED PARTIES AS SPECIFIED,
VIA THE CENTRALISED TREASURY MANAGEMENT SYSTEM OF
KUMPULAN GUTHRIE BERHAD GROUP OF COMPANIES, WHICH
ENTAILS THE PROVISION OF FINANCIAL ASSISTANCE BY
KUMPULAN GUTHRIE BERHAD AND/OR ITS SUBSIDIARIES ON A
SHORT OR MEDIUM TERM BASIS NOT EXCEEDING 3 YEARS,
SUBJECT TO: IF THE ACTUAL AMOUNT OF FINANCIAL ASSISTANCE
PROVIDED OR RENDERED EXCEEDS THE ESTIMATED AMOUNT AS
STIPULATED, KUMPULAN GUTHRIE BERHAD SHALL MAKE AN
IMMEDIATE ANNOUNCEMENT OF THE SAME; IF THE PERCENTAGE
RATIO OF THE AMOUNT OF FINANCIAL ASSISTANCE PROVIDED OR
RENDERED IN EXCESS OF THE ESTIMATE IS 5% OR MORE,
KUMPULAN GUTHRIE BERHAD SHALL COMPLY WITH PARAGRAPH
10.08 OF THE LISTING REQUIREMENTS; AUTHORITY EXPIRES
THE EARLIEST OF THE CONCLUSION OF THE NEXT AGM OF
KUMPULAN GUTHRIE BERHAD; OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS REQUIRED TO BE HELD BY LAW
; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING
EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED TO GIVE
EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR
AUTHORIZED BY THIS ORDINARY RESOLUTION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LAFARGE NORTH AMERICA INC.
TICKER: LAF CUSIP: 505862102
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN D. REDFERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIPPE R. ROLLIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. MURDOCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIPPE P. DAUMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHEL ROSE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MARSHALL A. COHEN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LAWRENCE M. TANENBAUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. MICALI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERALD H. TAYLOR ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CLAUDINE B. MALONE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUNO LAFONT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BERTRAND P. COLLOMB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BERNARD L. KASRIEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BERTIN F. NADEAU ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: APPROVAL OF THE COMPANY'S 2005 STOCK ISSUER YES AGAINST AGAINST
INCENTIVE PLAN.
PROPOSAL #03: APPROVAL OF THE INCREASE IN SHARES ISSUER YES FOR FOR
ISSUABLE UNDER THE COMPANY'S EMPLOYEE STOCK PURCHASE
PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LANDAMERICA FINANCIAL GROUP, INC.
TICKER: LFG CUSIP: 514936103
MEETING DATE: 5/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EUGENE P. TRANI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GALE K. CARUSO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIOUS P. SMITH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT F. NORFLEET, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS G. SNEAD, JR. ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE LANDAMERICA FINANCIAL ISSUER YES AGAINST AGAINST
GROUP, INC. 423 EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL #03: APPROVAL OF THE LANDAMERICA FINANCIAL ISSUER YES FOR FOR
GROUP, INC. EXECUTIVE OFFICER INCENTIVE PLAN.
PROPOSAL #04: RATIFICATION OF ERNST & YOUNG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2005 FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LEARNING TREE INTERNATIONAL, INC.
TICKER: LTRE CUSIP: 522015106
MEETING DATE: 3/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CURTIS A. HESSLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD A. BAIN III ISSUER YES FOR FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LEXMARK INTERNATIONAL, INC.
TICKER: LXK CUSIP: 529771107
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: TERESA BECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. CHARLES AMES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARVIN L. MANN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RALPH E. GOMORY ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE COMPANY'S 2005 NONEMPLOYEE ISSUER YES FOR FOR
DIRECTOR STOCK PLAN.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY'S
FISCAL YEAR ENDING DECEMBER 31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LIBERTY MEDIA CORPORATION
TICKER: L CUSIP: 530718105
MEETING DATE: 6/8/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DAVID E. RAPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LARRY E. ROMRELL ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF KPMG LLP AS OUR ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER
31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LIBERTY MEDIA INTERNATIONAL, INC.
TICKER: LBTYA CUSIP: 530719103
MEETING DATE: 6/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ADOPTION OF THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, DATED AS OF JANUARY 17, 2005, AMONG LIBERTY
MEDIA INTERNATIONAL, INC., UNITEDGLOBALCOM INC., LIBERTY
GLOBAL, INC., CHEETAH ACQUISITION CORP. AND TIGER
GLOBAL ACQUISITION CORP.
ELECTION OF DIRECTOR: DAVID E. RAPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LARRY E. ROMRELL ISSUER YES WITHHOLD AGAINST
PROPOSAL #03: APPROVAL OF THE LIBERTY MEDIA ISSUER YES AGAINST AGAINST
INTERNATIONAL, INC. 2004 INCENTIVE PLAN (AS AMENDED AND
RESTATED EFFECTIVE MARCH 9, 2005).
PROPOSAL #04: RATIFICATION OF KPMG LLP AS OUR ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LINTEC CORP (FORMERLY FSK CORP)
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY6, FINAL JY 8, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: INCREASE AUTHORIZED ISSUER YES AGAINST N/A
CAPITAL FROM 200 MILLION TO 300MILLION SHARES - REDUCE
MAXIMUM BOARD SIZE
PROPOSAL #3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE RETIREMENT BONUS FOR DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LION CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR NO. ISSUER YES FOR N/A
144 TERM: DIVIDENDS FOR THE CURRENT TERM AS JPY 4 PER
SHARE JPY 8 ON A YEARLY BASIS
PROPOSAL #2.: APPROVE TO GIVE FREE SHARE SUBSCRIPTION ISSUER YES FOR N/A
RIGHTS TO NON-SHAREHOLDERS AS STOCK OPTION IN ACCORDANCE
WITH COMMERCIAL CODE 280-20 AND 280-21
PROPOSAL #3.: GRANT RETIREMENT ALLOWANCE TO THE DECEASED ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH THE COMPANY RULE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LLOYDS TSB GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF ISSUER YES FOR N/A
THE DIRECTORS AND OF THE AUDITORS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED IN THE REPORT AND ACCOUNTS
PROPOSAL #3.a: ELECT SIR JULIAN HORN-SMITH AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 79 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #3.b: ELECT MR. G.T. TATE AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES UNDER ARTICLE 79 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #4.a: RE-ELECT MR. G.J.N GEMMELL AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 82 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #4.b: RE-ELECT MR. M. E. FAIREY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 82 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #4.c: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES UNDER ARTICLE 82 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #7.: APPROVE TO RENEW THE AUTHORITY CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS BY PARAGRAPH 9.2 OF THE ARTICLE 9 OF
THE COMPANY'S ARTICLES OF ASSOCIATION, FOR THE PERIOD
ENDING ON THE DAY OF THE AGM IN 2006 OR ON 04 AUG 2006,
WHICHEVER IS EARLIER, AND FOR THAT PERIOD THE SECTION 80
AMOUNT SHALL BE GBP 40,000,000 USD 40,000,000, EUR
40,000,000 AND JPY 1,250,000,000
PROPOSAL #S.8.: APPROVE TO RENEW THE AUTHORITY CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS, SUBJECT TO THE PASSING OF RESOLUTION
7, BY PARAGRAPH 9.3 OF THE ARTICLE 9 OF THE COMPANY'S
ARTICLES OF ASSOCIATION AND FOR THAT PERIOD THE SECTION
89 AMOUNT SHALL BE GBP 70,942,899
PROPOSAL #S.9.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR N/A
THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163 OF
THE COMPANIES ACT 1985 OF UP TO 567 MILLION ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN
20066 OR 04 NOV 2005 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LOEWS CORPORATION
TICKER: LTR CUSIP: 540424207
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.S. TISCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.R. TISCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.M. DIKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.J. FRIBOURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.L. HARRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.A. LASKAWY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. TISCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.L. BOWER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.R. SCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.H. TISCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. BRADEMAS ISSUER YES FOR FOR
PROPOSAL #02: RATIFY DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #03: APPROVE AMENDED AND RESTATED STOCK OPTION ISSUER YES FOR FOR
PLAN
PROPOSAL #04: APPROVE AMENDED AND RESTATED INCENTIVE ISSUER YES FOR FOR
COMPENSATION PLAN
PROPOSAL #05: SHAREHOLDER PROPOSAL- CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: SHAREHOLDER PROPOSAL- POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
PROPOSAL #07: SHAREHOLDER PROPOSAL - ENVIRONMENTAL SHAREHOLDER YES ABSTAIN AGAINST
TOBACCO SMOKE
PROPOSAL #08: SHAREHOLDER PROPOSAL- CIGARETTE IGNITION SHAREHOLDER YES ABSTAIN AGAINST
PROPENSITY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LOGITECH INTERNATIONAL SA, APPLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE ANNUAL REPORT, CONSOLIDATED ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF LOGITECH GROUP AND THE ANNUAL
FINANCIAL STATEMENTS OF LOGITECH INTERNATIONAL S.A. FOR
2005; AND THE REPORT OF THE AUDITORS AND THE GROUP
AUDITORS
PROPOSAL #3.: APPROVE 2 : 1 STOCK SPLIT ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR N/A
OMISSION OF DIVIDENDS
PROPOSAL #5.: AMEND ARTICLES TO LOWER MINIMUM SHARE ISSUER YES FOR N/A
HOLDING REQUIREMENT FOR SUBMITTING SHAREHOLDER PROPOSALS
PROPOSAL #6.: GRANT DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR N/A
MANAGEMENTS
PROPOSAL #7.: ELECT MR. MATTHEW BOUSQUETTE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. FRANK GILL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. GARY BENINGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RATIFY PRICEWATERHOUSECOOPERS SA AS THE ISSUER YES FOR N/A
AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LUCENT TECHNOLOGIES INC.
TICKER: LU CUSIP: 549463107
MEETING DATE: 2/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HENRY B. SCHACHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD A. WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. DENHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. LEVIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KARL J. KRAPEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL S. GOLDIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARLA A. HILLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA F. RUSSO ISSUER YES FOR FOR
PROPOSAL #02: DIRECTORS PROPOSAL TO APPROVE A REVERSE ISSUER YES AGAINST AGAINST
STOCK SPLIT IN ONE OF FOUR RATIOS
PROPOSAL #03: SHAREOWNER PROPOSAL REGARDING PUBLICATION SHAREHOLDER YES ABSTAIN AGAINST
OF POLITICAL ACTION CONTRIBUTIONS
PROPOSAL #04: SHAREOWNER PROPOSAL REGARDING PERFORMANCE- SHAREHOLDER YES AGAINST FOR
BASED COMPENSATION AWARDS
PROPOSAL #05: SHAREOWNER PROPOSAL TO AMEND COMPANY'S SHAREHOLDER YES AGAINST FOR
AUDIT SERVICES PRE-APPROVAL POLICY
PROPOSAL #06: SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER SHAREHOLDER YES FOR AGAINST
APPROVAL OF FUTURE GOLDEN PARACHUTES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LUXOTTICA GROUP S.P.A.
TICKER: LUX CUSIP: 55068R202
MEETING DATE: 9/14/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: FIXING THE NUMBER OF DIRECTORS TO SERVE ON ISSUER YES ABSTAIN AGAINST
THE BOARD OF DIRECTORS AT TWELVE, THE ELECTION OF THE
DIRECTOR WHO WAS APPOINTED BY THE BOARD OF DIRECTORS ON
JULY 27, 2004 AND THE ELECTION OF THREE ADDITIONAL
DIRECTORS.
PROPOSAL #O2: DETERMINATION OF THE COMPENSATION FOR THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO BE EFFECTIVE FROM SEPTEMBER 1,
2004 AND THROUGH THE DATE OF THE APPROVAL OF THE
STATUTORY FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2004.
PROPOSAL #O3: APPROVAL OF THE SHAREHOLDERS MEETING ISSUER YES FOR FOR
RULES.
PROPOSAL #E1: DELETION OF THE SECOND PARAGRAPH OF ISSUER YES AGAINST AGAINST
ARTICLE 32 OF THE BY-LAWS; AND CONSEQUENT RESOLUTIONS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LUXOTTICA GROUP S.P.A.
TICKER: LUX CUSIP: 55068R202
MEETING DATE: 6/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #02: RESOLUTION WITH RESPECT TO THE ALLOCATION ISSUER YES FOR N/A
OF NET INCOME AND DISTRIBUTION OF DIVIDENDS.
PROPOSAL #03: DETERMINATION OF THE COMPENSATION FOR THE ISSUER YES FOR N/A
BOARD OF DIRECTORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MALAKOFF BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE FYE 31 AUG 2004 AND THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 15 SEN PER ISSUER YES FOR N/A
SHARE, LESS TAX 28% FOR THE FYE 31 AUG2004 PAYABLE ON 26
JAN 2005 TO THE MEMBERS OF THE COMPANY REGISTERED AT
THE CLOSE OF BUSINESS ON 10 JAN 2005
PROPOSAL #3.: RE-ELECT MR. TAN SRI ABDUL HALIM BIN ALI ISSUER YES ABSTAIN N/A
AS A DIRECTOR
PROPOSAL #4.: RE-ELECT MR. ABDUL JABBAR BIN ABDUL MAJID ISSUER YES ABSTAIN N/A
AS A DIRECTOR
PROPOSAL #5.: RE-ELECT MR. VINCENT RICHARD HARRIS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. TAN SRI NURAIZAH BINTI ABDUL ISSUER YES FOR N/A
HAMID AS A DIRECTOR
PROPOSAL #7.: APPROVE THE DIRECTORS FEES FOR THE FYE 31 ISSUER YES FOR N/A
AUG 2004 AMOUNTING TO MYR 390,202
PROPOSAL #8.: RE-APPOINT MESSRS. KPMG AS THE AUDITORS OF ISSUER YES AGAINST N/A
THE COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM AND
THAT THE REMUNERATION TO BE PAID TO THEM BE FIXED BY THE
BOARD OF DIRECTORS
PROPOSAL #9.: GRANT AUTHORITY, PURSUANT TO SECTION 132D ISSUER YES FOR N/A
OF THE COMPANIES ACT 1965, TO ISSUESHARES PROVIDED THAT
THE AGGREGATE NUMBER OF SHARES DOES NOT EXCEED 10% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MALAYSIAN AIRLINES SYSTEM BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/13/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITED ACCOUNTS FOR THE FYE 31 MAR
2004 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL TAX-EXEMPT DIVIDEND OF 2.5 ISSUER YES FOR N/A
SEN PER SHARE IN RESPECT OF THE YE 31 MAR 2004
PROPOSAL #3.: APPROVE THE DIRECTORS FEES FOR THE FYE 31 ISSUER YES ABSTAIN N/A
MAR 2004
PROPOSAL #4.: RE-ELECT MR. KEONG CHOON KEAT AS A ISSUER YES ABSTAIN N/A
DIRECTOR WHO IS RETIRING UNDER THE ARTICLE 139 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. MARTIN GILBERT BARROW AS A ISSUER YES FOR N/A
DIRECTOR WHO IS RETIRING UNDER THE ARTICLE 139 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. DATUK AMAR HAJI ABDUL AZIZ ISSUER YES FOR N/A
BIN HAJI HUSAIN AS A DIRECTOR WHO IS RETIRING UNDER THE
ARTICLE 137 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. DATUK HAJI'S ABDILLAH @ ISSUER YES ABSTAIN N/A
ABDULLAH BIN HASSAN @'S HASSAN AS A DIRECTOR WHO IS
RETIRING UNDER THE ARTICLE 137 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. DATO AHMAD FUAAD BIN MOHD ISSUER YES FOR N/A
DAHALAN AS A DIRECTOR WHO IS RETIRING UNDER THE ARTICLE
137 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #9.: RE-ELECT DATO DR. MOHAMED MUNIR BIN ISSUER YES FOR N/A
ABDUL MAJID AS A DIRECTOR WHO IS RETIRING UNDER THE
ARTICLE 137 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #10.: RE-APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES AGAINST N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #11.: APPROVE THAT, SUBJECT TO THE COMPANIES ISSUER YES FOR N/A
ACT, 1965 ACT , THE ARTICLES OF ASSOCIATION OF THE
COMPANY, FROM THE BURSA MALAYSIA SECURITIES BERHAD AND
OTHER GOVERNMENT OR REGULATORY BODIES; AND AUTHORIZE THE
BOARD OF DIRECTORS PURSUANT TO SECTION 132D OF THE ACT,
TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY AT SUCH
TERMS AND CONDITIONS AND FOR SUCH PURPOSES AS THE
DIRECTORS MAY IN THEIR DISCRETION DEEM FIT, PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED SHALL
NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY
PROPOSAL #12.: TRANSACT ANY OTHER BUSINESS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MANDARIN ORIENTAL INTERNATIONAL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE TRUSTEE OF DEED OF TRUST OF ISSUER YES FOR N/A
MANDARIN ORIENTAL EMPLOYEE SHARE PURCHASE TRUST (1995)
TO MODIFY AND AMEND PROVISIONS OF DEED OF TRUST, TO
ESTABLISH NEW EMPLOYEE SHARE OPTION PLAN (2005 PLAN) AND
ESTABLISH FURTHER PLANS BASED ON 2005 PLAN; THE SHARES
MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED AS
COUNTING AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL
PARTICIPATE IN 2005 PLAN AND AUTHORIZE THE DIRECTORS TO
VOTE AND BE COUNTED IN A QUORUM CONNECTED WITH 3RD
SUPPLEMENTAL DEED OF TRUST
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MANDARIN ORIENTAL INTERNATIONAL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
INDEPENDENT AUDITORS REPORT FOR THEYE 31 DEC 2004, AND
DECLARE A FINAL DIVIDEND
PROPOSAL #2.: RE-ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO ALLOT OR ISSUE ISSUER YES FOR N/A
SHARES AND MAKE AND GRANT OFFERS, AGREEMENTS AND OPTIONS
DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING THE
AGGREGATE OF USD 2.4 MILLION OF THE SHARE CAPITAL
ALLOTTED OR AGREED OR TO BE ALLOTTED WHETHER PURSUANT
TO AN OPTION OR OTHERWISE BY THE DIRECTORS OR OTHERWISE
PURSUANT TO A RIGHTS ISSUE FOR THIS RESOLUTION RIGHTS
ISSUE BEING AN OFFER OF SHARES OR OTHER SECURITIES TO
HOLDERS ON THE REGISTER ON A FIXED RECORD DATE IN
PROPORTION TO THEIR THEN HOLDINGS OF SUCH SHARES OR
OTHER SECURITIES OR OTHERWISE IN ACCORDANCE WITH THE
RIGHTS ATTACHING THERETO SUBJECT TO SUCH EXCLUSIONS OR
OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY
OR EXPEDIENT IN RELATION TO FRACTIONAL ENTITLEMENTS OR
LEGAL OR PRACTICAL PROBLEMS UNDER THE LAWS OF, OR
REQUIREMENTS OF ANY RECOGNIZED REGULATORY BODY OR ANY
STOCK EXCHANGE IN ANY TERRITORY OR THE ISSUE OF SHARES
PURSUANT TO THE COMPANY'S EMPLOYEE SHARE PURCHASE TRUST;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OR THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO PURCHASE ITS ISSUER YES FOR N/A
OWN SHARES IN THE CAPITAL OF THE COMPANY DURING THE
RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 15% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AT THE DATE OF THIS MEETING; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM
IS TO BE HELD BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MASCO CORPORATION
TICKER: MAS CUSIP: 574599106
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J. MICHAEL LOSH* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VERNE G. ISTOCK* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. JOHNSTON* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS W. ARCHER** ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE MASCO CORPORATION ISSUER YES FOR FOR
2005 LONG TERM STOCK INCENTIVE PLAN.
PROPOSAL #03: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
THE COMPANY FOR THE YEAR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MATICHON PUBLIC CO LTD (FORMERLY MATICHON CO LTD)
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE AGM ISSUER YES FOR N/A
OF THE SHAREHOLDERS NO. 1/2004
PROPOSAL #2.: APPROVE THE BOARD OF DIRECTORS REPORT FOR ISSUER YES FOR N/A
2004
PROPOSAL #3.: APPROVE THE COMPANY'S BALANCE SHEETS, ISSUER YES FOR N/A
PROFIT AND LOSS STATEMENTS AND CASH FLOW STATEMENTS AS
OF 31 DEC 2004
PROPOSAL #4.: APPROVE THE ALLOCATION OF THE NET PROFIT ISSUER YES FOR N/A
FOR THE DIVIDEND PAYMENTS FOR THE 2004'S OPERATIONAL
RESULTS
PROPOSAL #5.: APPROVE THE PAR SPLIT FROM PAR THB 10 TO ISSUER YES FOR N/A
PAR THB 1
PROPOSAL #6.: AMEND CLAUSE 4 OF THE COMPANY'S MEMORANDUM ISSUER YES FOR N/A
OF ASSOCIATION IN ORDER TO CORRESPOND TO THE PAR SPLIT
PROPOSAL #7.: APPOINT THE DIRECTORS TO SUCCEED THOSE ISSUER YES FOR N/A
COMPLETING THEIR TERMS AND APPROVE THENUMBER OF DIRECTORS
PROPOSAL #8.: APPOINT AN AUDITOR AND APPROVE THE ISSUER YES FOR N/A
AUDITING FEE FOR THE YEAR 2005
PROPOSAL #9.: OTHER BUSINESS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MATSUSHITA ELEC INDL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: FINAL ISSUER YES FOR N/A
DIVIDEND JY 7.5
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.17: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.18: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.19: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: GRANT CONDOLENCE AND RETIREMENT ALLOWANCES ISSUER YES AGAINST N/A
TO RETIRING DIRECTORS FOR THEIR MERITORIOUS SERVICE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MATSUSHITA ELECTRIC WORKS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR NO.98 ISSUER YES FOR N/A
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN PROPOSED
AS JPY 7.50 PER SHARE JPY 13.75 ON A YEARLY BASIS
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENTS TO THE ISSUER YES FOR N/A
COMPANY'S ARTICLES OF INCORPORATION: THE FYE REPORTING
SHALL BE CHANGED TO 31 MAR; THE COMPANY HAS PROPOSED TO
ADD TO THE LIST OF ITS OBJECTIVES IN AN ATTEMPT TO
DIVERSIFY ITS OVERALL BUSINESS OPERATIONS
PROPOSAL #3.1: ELECT MR. KOUICHI HATANAKA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT MR. RYUUSUKE FUJIYAMA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT MR. AKIO TSUKIYAMA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT MR. HIROSHI HAYASHI AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT MR. TATSUYA TERAOKA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT MR. TAKAO SHAMOTO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: ELECT MR. TAKESHI ISHIKAWA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: ELECT MR. YASUKAZU SEINO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: ELECT MR. JUNJI NOMURA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: ELECT MR. HIROSHI KIKUCHI AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: ELECT MR. HIDEKI YAMAMOTO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: ELECT MR. TAKUMA YAMAMOTO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.13: ELECT MR. KAZUO TODA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.14: ELECT MR. MASAYOSHI HIKOSO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.15: ELECT MR. MITSUJI YUZUYAMA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.1: GRANT RETIREMENT ALLOWANCES TO THE ISSUER YES AGAINST N/A
RETIRED DIRECTOR MR. KAZUSHIGE NISHIDA, ACCORDING TO THE
COMPANY RULE
PROPOSAL #4.2: GRANT RETIREMENT ALLOWANCES TO THE ISSUER YES AGAINST N/A
RETIRED DIRECTOR MR. TOSHIO TANABE, ACCORDING TO THE
COMPANY RULE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MATSUSHITA ELECTRIC WORKS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY0, FINAL JY 5, SPECIAL
JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MATTEL, INC.
TICKER: MAT CUSIP: 577081102
MEETING DATE: 5/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EUGENE P. BEARD ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL J. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TULLY M. FRIEDMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD L. SARGENT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. ECKERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHY BRITTAIN WHITE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. CRAIG SULLIVAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DR. ANDREA L. RICH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CHRISTOPHER A. SINCLAIR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN L. VOGELSTEIN ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS MATTEL'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2005.
PROPOSAL #03: APPROVAL OF THE MATTEL, INC. 2005 EQUITY ISSUER YES AGAINST AGAINST
COMPENSATION PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING GOLDEN SHAREHOLDER YES FOR AGAINST
PARACHUTE VOTE PROVISION.
PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING CERTAIN SHAREHOLDER YES ABSTAIN AGAINST
REPORTS BY THE BOARD OF DIRECTORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MBIA INC.
TICKER: MBI CUSIP: 55262C100
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GARY C. DUNTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL P. KEARNEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURENCE H. MEYER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH W. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. ROLLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID C. CLAPP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. EDWARD CHAPLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAIRE L. GAUDIANI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBRA J. PERRY ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE COMPANY'S NEW ANNUAL ISSUER YES FOR FOR
INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF THE
INTERNAL REVENUE CODE.
PROPOSAL #03: APPROVAL OF THE COMPANY'S NEW OMNIBUS ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #04: APPROVAL OF AN AMENDMENT OF SECTION 8 OF ISSUER YES FOR FOR
THE COMPANY'S CERTIFICATE OF INCORPORATION.
PROPOSAL #05: APPROVAL OF AN AMENDMENT TO THE COMPANY'S ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO PERMIT SHAREHOLDERS TO
ACT BY MAJORITY WRITTEN CONSENT.
PROPOSAL #06: APPROVAL OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MBK PUBLIC COMPANY LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/27/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF ISSUER YES FOR N/A
SHAREHOLDERS HELD ON 28 OCT 03
PROPOSAL #2.: APPROVE THE 2003-2004 COMPANY'S ISSUER YES FOR N/A
PERFORMANCES AND THE INTERVAL DIVIDEND PAYMENT
PROPOSAL #3.: APPROVE THE BALANCE SHEET AND THE INCOME ISSUER YES FOR N/A
STATEMENT FOR THE PERIOD ENDED 30 JUNE 04
PROPOSAL #4.: APPROVE THE ALLOCATION OF PROFIT AND ISSUER YES FOR N/A
DIVIDEND PAYMENT
PROPOSAL #5.: APPOINT THE DIRECTORS TO REPLACE THOSE ISSUER YES FOR N/A
WHOSE TENURES END
PROPOSAL #6.: APPROVE THE REMUNERATION FOR THE BOARD OF ISSUER YES FOR N/A
DIRECTORS.
PROPOSAL #7.: APPROVE TO ASSIGN THE AUDITOR AND FIX THE ISSUER YES FOR N/A
AUDITING FEE
PROPOSAL #8.: APPROVE TO CORRECT AND ADD THE COMPANY'S ISSUER YES FOR N/A
RULES
PROPOSAL #9.: OTHERS ISSUER YES AGAINST N/A
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ISSUER: MEDCO HEALTH SOLUTIONS, INC.
TICKER: MHS CUSIP: 58405U102
MEETING DATE: 5/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BLENDA J. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN L. CASSIS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL GOLDSTEIN ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
PROPOSAL #03: PROPOSAL TO APPROVE THE 2002 STOCK ISSUER YES FOR FOR
INCENTIVE PLAN, AS AMENDED.
PROPOSAL #04: PROPOSAL TO APPROVE THE 2003 EMPLOYEE ISSUER YES FOR FOR
STOCK PURCHASE PLAN, AS AMENDED.
PROPOSAL #05: PROPOSAL TO APPROVE THE EXECUTIVE ISSUER YES FOR FOR
INCENTIVE COMPENSATION PLAN.
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ISSUER: MERCK & CO., INC.
TICKER: MRK CUSIP: 589331107
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: SAMUEL O. THIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WENDELL P. WEEKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. SHENK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER C. WENDELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE M. TATLOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM G. BOWEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2005 THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST ITEMS 3 THROUGH 9.
PROPOSAL #03: STOCKHOLDER PROPOSAL CONCERNING STOCK SHAREHOLDER YES AGAINST FOR
OPTION AWARDS.
PROPOSAL #04: STOCKHOLDER PROPOSAL CONCERNING SUBJECTING SHAREHOLDER YES AGAINST FOR
NON-DEDUCTIBLE EXECUTIVE COMPENSATION TO SHAREHOLDER
VOTE
PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING SHAREHOLDER YES ABSTAIN AGAINST
ELIMINATION OF ANIMAL-BASED TEST METHODS
PROPOSAL #06: STOCKHOLDER PROPOSAL CONCERNING SEPARATING SHAREHOLDER YES AGAINST FOR
THE ROLES OF BOARD CHAIR AND CEO
PROPOSAL #07: STOCKHOLDER PROPOSAL CONCERNING SHAREHOLDER YES ABSTAIN AGAINST
AVAILABILITY OF COMPANY PRODUCTS TO CANADIAN WHOLESALERS
PROPOSAL #08: STOCKHOLDER PROPOSAL CONCERNING USE OF SHAREHOLDER YES ABSTAIN AGAINST
SHAREHOLDER RESOURCES FOR POLITICAL PURPOSES
PROPOSAL #09: STOCKHOLDER PROPOSAL CONCERNING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
RELATED TO THE GLOBAL HIV\AIDS-TB-MALARIA PANDEMICS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MERCURY GENERAL CORPORATION
TICKER: MCY CUSIP: 589400100
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DONALD P. NEWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD E. GRAYSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NATHAN BESSIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. CURTIUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE JOSEPH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD R. SPUEHLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES E. MCCLUNG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE A. BUNNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GABRIEL TIRADOR ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE MERCURY GENERAL CORPORATION ISSUER YES FOR FOR
2005 EQUITY INCENTIVE AWARD PLAN.
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ISSUER: METHANEX CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. BRUCE AITKEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. HOWARD BALLOCH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. PIERRE CHOQUETTE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. ROBERT FINDLAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. BRIAN GREGSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. A. TERENCE TERRY POOLE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. JOHN REID AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MS. MONICA SLOAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. GRAHAM SWEENEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MS. ANNE WEXLER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: RE-APPOINT KPMG LLP, CHARTERED ACCOUNTANTS ISSUER YES FOR N/A
AS THE AUDITORS OF THE COMPANY
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR N/A
THE REMUNERATION OF THE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: METLIFE, INC.
TICKER: MET CUSIP: 59156R108
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHERYL W. GRISE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HELENE L. KAPLAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAMES R. HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SYLVIA M. MATHEWS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2005
PROPOSAL #03: SHAREHOLDER PROPOSAL TO ESTABLISH A BOARD SHAREHOLDER YES ABSTAIN AGAINST
COMMITTEE TO REVIEW SALES PRACTICES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: METSO CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE TO ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE ACTIONS ON PROFIT OR LOSS AND ISSUER YES FOR N/A
TO PAY A DIVIDEND OF EUR 0.35 PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF THE BOARD ISSUER YES FOR N/A
MEMBERS
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #1.6: APPROVE THE COMPOSITION OF THE BOARD ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT THE AUDITOR(S) ISSUER YES FOR N/A
PROPOSAL #2.: AUTHORIZE THE BOARD TO DECIDE ON ACQUIRING ISSUER YES FOR N/A
THE COMPANY'S OWN SHARES
PROPOSAL #3.: AUTHORIZE THE BOARD TO DECIDE ON DISPOSING ISSUER YES FOR N/A
THE COMPANY'S OWN SHARES
PROPOSAL #4.: APPROVE TO INCREASE THE SHARE CAPITAL BY ISSUER YES FOR N/A
ISSUING NEW SHARES, CONVERTIBLE BONDS AND/OR STOCK
OPTIONS
PROPOSAL #5.: APPROVE TO CANCEL THE STOCK OPTIONS ISSUER YES AGAINST N/A
PROPOSAL #6.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: ELECT THE NOMINATION COMMITTEE
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: AMEND ARTICLE 6 OF THE ARTICLES
OF ASSOCIATION
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ISSUER: MGIC INVESTMENT CORPORATION
TICKER: MTG CUSIP: 552848103
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KENNETH M. JASTROW, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY K. BUSH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID S. ENGELMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL P. KEARNEY ISSUER YES FOR FOR
PROPOSAL #02: APPROVE AMENDMENTS TO THE MGIC INVESTMENT ISSUER YES FOR FOR
CORPORATION 2002 STOCK INCENTIVE PLAN.
PROPOSAL #03: APPROVE A PERFORMANCE FORMULA FOR MAXIMUM ISSUER YES FOR FOR
ANNUAL BONUS AWARDS.
PROPOSAL #04: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS OF THE CORPORATION.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MICROSOFT CORPORATION
TICKER: MSFT CUSIP: 594918104
MEETING DATE: 11/9/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JON A. SHIRLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GATES III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN A. BALLMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES H. NOSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID F. MARQUARDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HELMUT PANKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. MCLAUGHLIN KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES I. CASH JR. ISSUER YES FOR FOR
PROPOSAL #02: ADOPTION OF THE AMENDMENTS TO THE 2001 ISSUER YES FOR FOR
STOCK PLAN AND THE 1991 STOCK OPTION PLAN
PROPOSAL #03: ADOPTION OF THE AMENDMENTS TO THE 1999 ISSUER YES FOR FOR
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS, THE STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS AND THE STOCK OPTION
PLAN FOR CONSULTANTS AND ADVISORS
PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF THE ISSUER YES FOR FOR
PERFORMANCE CRITERIA FOR AWARDS UNDER THE 2001 STOCK PLAN
PROPOSAL #05: RATIFICATION OF THE SELECTION OF DELOITTE ISSUER YES FOR FOR
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUBISHI CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 12 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: GRANT STOCK ACQUISITION RIGHTS AS STOCK ISSUER YES FOR N/A
OPTIONS
PROPOSAL #5.: GRANT STOCK ACQUISITION RIGHTS AS STOCK ISSUER YES FOR N/A
OPTIONS FOR A STOCK-LINKED COMPENSATION PLAN
PROPOSAL #6.: GRANT REMUNERATION TO RETIRING DIRECTORS, ISSUER YES AGAINST N/A
AND REMUNERATION DUE TO CHANGES TO THE RETIREMENT
ALLOWANCE SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUBISHI GAS CHEMICAL CO INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 2.50, FINAL JY 3.50,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: PROVIDE FOR SALE OF ISSUER YES FOR N/A
SUPPLEMENTAL SHARES TO ODD-LOT HOLDERS
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MITSUI O.S.K.LINES LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 8.5 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE RETIREMENT BONUS FOR A RETIRING ISSUER YES AGAINST N/A
DIRECTOR AND A RETIRING CORPORATE AUDITOR; DUE TO THE
ABOLISHMENT OF THE RETIREMENT BONUS SYSTEM, GRANT
ACCRUED BENEFITS TO CONTINUING DIRECTORS AND CORPORATE
AUDITORS
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #7.: APPROVE ISSUANCE OF SHARES ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTION
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ISSUER: MITSUI TRUST HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #2.1: ELECT MR. K. FURUSAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT MR. K. TANABE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT MR. M. KAWAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT MR. J. OKUNO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT MR. I. MASUDA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT Y. TANAKA AS A AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT H. SASAKI AS A AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT S. HIGUCHI AS A AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #3.4: ELECT S. KOUDA AS A AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #3.5: ELECT Y. YONEZAWA AS A AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.: APPROVE THE RETIREMENT ALLOWANCES TO THE ISSUER YES FOR N/A
RETIRING AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MONTPELIER RE HOLDINGS LTD
TICKER: MRH CUSIP: G62185106
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN D. GILLESPIE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM L. SPIEGEL* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.G. STORY BUSHER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN J. GILBERT* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KERNAN V. OBERTING** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.R. FLETCHER, III** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY TAYLOR** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND BARRETTE* ISSUER YES WITHHOLD AGAINST
PROPOSAL #03: TO APPOINT PRICEWATERHOUSECOOPERS OF ISSUER YES FOR FOR
HAMILTON, BERMUDA AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005 AND TO
AUTHORIZE THE COMPANY'S BOARD, ACTING BY THE COMPANY'S
AUDIT COMMITTEE, TO SET THEIR REMUNERATION.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MOODY'S CORPORATION
TICKER: MCO CUSIP: 615369105
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CONNIE MACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NANCY S. NEWCOMB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT R. GLAUBER ISSUER YES FOR FOR
PROPOSAL #II: APPROVAL OF AMENDMENT TO MOODY'S ISSUER YES AGAINST AGAINST
CORPORATION'S RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 400 MILLION TO 1 BILLION
PROPOSAL #III: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: M-REAL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/6/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE BOARD TO DECIDE ON A SHARE ISSUER NO N/A N/A
ISSUE
PROPOSAL #2.: AMEND PARAGRAPH 4 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION RELATING TO THE MINIMUM AND MAXIMUM AMOUNT
OF THE COMPANY'S SHARE CAPITAL AND PARAGRAPH 6 OF THE
ARTICLES OF ASSOCIATION RELATING TO THE MAXIMUM AND
MINIMUM AMOUNT OF THE COMPANY'S B-SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: M-REAL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE ACTIONS ON THE PROFIT AND ISSUER YES FOR N/A
LOSS, AND TO PAY A DIVIDEND OF EUR 0.12PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF THE BOARD ISSUER YES AGAINST N/A
MEMBERS
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE AUDITORS ISSUER YES AGAINST N/A
PROPOSAL #1.6: APPROVE THE COMPOSITION OF THE BOARD ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT THE AUDITORS ISSUER YES AGAINST N/A
PROPOSAL #2.: APPROVE TO INCLUDE ARTICLE 16 TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
ANNUAL REPORT FOR THE 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
GROUP ANNUAL REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTED PROFIT OF EUR 459,160,466 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2 PER ENTITLED SHARE EUR
2,121,652 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: MAY TO 19 APR 2005
PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS ISSUER NO N/A N/A
TO ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS
SHARE CAPITAL, ON OR BEFORE 27 OCT 2006;THE SHARES MAY
BE ACQUIRED THROUGH THE STOCK EXCHANGE AT A PRICE
NEITHER MORE THAN 10% ABOVE NOR MORE THAN 20% BELOW THE
MARKET PRICE OF THE SHARES, BY WAY OF A PUBLIC
REPURCHASE OFFER TO ALL SHAREHOLDERS OR BY MEANS OF A
PUBLIC OFFER FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE
ADMITTED TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE OF THE
SHARES, AND BY USING CALL OR PUT OPTIONS IF THE
EXERCISE PRICE IS NEITHER MORE THAN 10% ABOVE NOR MORE
THAN 20% BELOW THE MARKET PRICE OF THE SHARES; AND
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO FLOAT THE
SHARES ON FOREIGN STOCK EXCHANGES, TO USE THE SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS, TO SELL THE
SHARES TO THIRD PARTIES AGAINST CASH PAYMENT IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHARES FOR THE FULFILLMENT OF
CONVERTIBLE OR OPTION RIGHTS OR AS EMPLOYEE SHARES, AND
TO RETIRE THE SHARES
PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING DIRECTORS, ISSUER NO N/A N/A
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 3,000,000,000, CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR
BEFORE 27 APR 2010 SHAREHOLDERS AND GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF
SUCH RIGHTS TO BOND HOLDERS, FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL IF SUCH
BONDS ARE ISSUED AGAINST CASH PAYMENT AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, AND FOR
THE ISSUE OF BONDS AGAINST PAYMENT IN KIND AND THE
COMPANY'S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 100,000,000 THROUGH THE ISSUE OF NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE OR OPTION RIGHTS
ARE EXERCISED CONTINGENT CAPITAL 2005 ; AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
PROPOSAL #7.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
RESPECT OF THE REMUNERATION FOR SUPERVISORY BOARD
MEMBERS FROM THE FY 2005 ON, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 45,000, AND A PROFIT-RELATED
REMUNERATION OF UP TO EUR 36,000, THE CHAIRMAN SHALL
RECEIVE TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THIS AMOUNT AND EACH MEMBER OF A COMMITTEE SHALL
RECEIVE AN ADDITIONAL 25% A COMMITTEE CHAIRMAN 50% OF
THE FIXED ANNUAL REMUNERATION, AND THE AUDIT COMMITTEE
MEMBERS SHALL RECEIVE AN ATTENDANCE FEE OF EUR 2,000 FOR
EVERY COMMITTEE MEETING WHICH IS NOT HELD ON THE SAME
DAY AS A SUPERVISORY BOARD MEETING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MULTI PURPOSE HOLDINGS BHD MPH
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE AUDITED FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004,
TOGETHER WITH THE REPORT OF THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE PAYMENT OF THE DIRECTORS FEES ISSUER YES FOR N/A
OF MYR 252,000 IN RESPECT OF THE YE 31 DEC 2004
PROPOSAL #3.A: RE-ELECT MR. DATUK RAZMAN MD. HASHIM CHE ISSUER YES FOR N/A
DIN MD HASHIM AS A DIRECTOR, IN ACCORDANCE WITH THE
ARTICLE 81 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #3.B: RE-ELECT MR. ENCIK SAHIBUDEEN ABDUL KADER ISSUER YES FOR N/A
AS A DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 81 OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #3.C: RE-ELECT MR. VIJEYARATNAM A/L V. ISSUER YES FOR N/A
THAMOTHARAM PILLAY AS A DIRECTOR, IN ACCORDANCE WITH THE
ARTICLE 81 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZETHE DIRECTORS TO
DETERMINE THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
COMPANIES ACT, 1965, THE ARTICLES OF ASSOCIATION OF THE
COMPANY AND THE APPROVALS OF THE RELEVANT GOVERNMENTAL
AND/OR REGULATORY AUTHORITIES, PURSUANT TO SECTION 132D
OF THE COMPANIES ACT, 1965, TO ISSUE SHARES IN THE
COMPANY FROM TIME TO TIME AND UPON SUCH TERMS AND
CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS MAY
DEEM FIT PROVIDED THAT THE AGGREGATE NUMBER OF SHARES
ISSUED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 10%
OF THE TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY
PROPOSAL #6.: APPROVE, SUBJECT TO THE COMPANIES ACT, ISSUER YES FOR N/A
1965, THE COMPANY'S MEMORANDUM AND ARTICLES OF
ASSOCIATION, THE LISTING REQUIREMENTS OF THE BURSA
MALAYSIA SECURITIES BERHAD FORMERLY KNOWN AS MALAYSIA
SECURITIES EXCHANGE BERHAD BURSA MALAYSIA , GIVEN FOR
THE RENEWAL OF THE APPROVAL GRANTED BY THE SHAREHOLDERS
OF THE COMPANY AT THE 28TH AGM OF THE COMPANY HELD ON 24
JUN 2004; AUTHORIZE THE COMPANY TO PURCHASE AND/OR
HOLD AS TREASURY SHARES FROM TIME TO TIME AND AT ANY
TIME SUCH AMOUNT OF ORDINARY SHARES OF MYR 1.00 EACH IN
THE COMPANY AS MAY BE DETERMINED BY THE DIRECTORS OF THE
COMPANY FROM TIME TO TIME THROUGH BURSA MALAYSIA UPON
SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY DEEM FIT
AND EXPEDIENT IN THE INTEREST OF THE COMPANY SHARE BUY-
BACK PROVIDED THAT:-(A) THE MAXIMUM NUMBER OF SHARES
WHICH MAY BE PURCHASED AND/OR HELD AS TREASURY SHARES BY
THE COMPANY AT ANY POINT OF TIME PURSUANT TO THE SHARE
BUY-BACK SHALL NOT EXCEED 10% OF THE TOTAL ISSUED AND
PAID-UP SHARE CAPITAL OF THE COMPANY PROVIDED ALWAYS
THAT IN THE EVENT THAT THE COMPANY CEASES TO HOLD ALL OR
ANY PART OF SUCH SHARES AS A RESULT OF, AMONGST OTHERS,
CANCELLATION OF SHARES, SALE OF SHARES ON THE OPEN
MARKET OF THE BURSA MALAYSIA OR DISTRIBUTION OF TREASURY
SHARES TO SHAREHOLDERS AS DIVIDEND, THE COMPANY SHALL
BE ENTITLED TO FURTHER PURCHASE AND/OR HOLD SUCH
ADDITIONAL NUMBER OF SHARES AS SHALL, IN AGGREGATE WITH
THE SHARES THEN STILL HELD BY THE COMPANY, NOT EXCEED
10% OF THE TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF THE
COMPANY FOR THE TIME BEING QUOTED ON THE BURSA
MALAYSIA; B) THE MAXIMUM AMOUNT OF FUNDS TO BE ALLOCATED
BY THE COMPANY PURSUANT TO THE PROPOSED SHARE BUY-BACK
SHALL NOT EXCEED THE SUM OF SHARE PREMIUM ACCOUNT OF THE
COMPANY AS AT 31 DEC 2004, THE AUDITED SHARE PREMIUM
ACCOUNT OF THE COMPANY IS MYR 803.21 MILLION; AUTHORIZE
THE DIRECTORS TO DECIDE IN THEIR DISCRETION TO DEAL IN
ANY OF THE FOLLOWING MANNERS THE SHARES IN THE COMPANY
PURCHASED BY THE COMPANY PURSUANT TO THE PROPOSED SHARE
BUY-BACK:- I) TO CANCEL THE SHARES PURCHASED; AND/OR II)
TO RETAIN THE SHARES PURCHASED AS TREASURY SHARES, TO
BE EITHER DISTRIBUTED AS SHARE DIVIDENDS TO THE
SHAREHOLDERS AND/OR RE-SOLD ON THE OPEN MARKET OF THE
BURSA MALAYSIA AND/OR SUBSEQUENTLY CANCELLED; AND/OR
III) A COMBINATION OF (I) AND (II); AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRY OF THE PERIOD WITHIN WHICH THE
NEXT AGM IS REQUIRED BY LAW TO BE HELD ; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH STEPS AS
ARE NECESSARY OR EXPEDIENT OR TO GIVE EFFECT TO THE
PROPOSED SHARE BUY-BACK
PROPOSAL #7.: TRANSACT ANY OTHER BUSINESS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MYTRAVEL GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SUB DIVISION OF EACH ISSUED ISSUER YES FOR N/A
ORDINARY SHARE OF 10P INTO 1 ORDINARY SHARE OF 1P AND 1
DEFERRED SHARE OF 9P; SUB-DIVISION OF EACH AUTHORIZED
BUT UNISSUED SHARE OF 10P INTO 10 ORDINARY SHARES OF 1P;
AND ADOPT THE NEW ARTICLES
PROPOSAL #2.: APPROVE THE REDUCTION IN SHARE CAPITAL BY ISSUER YES FOR N/A
CANCELING AND EXTINGUISHING ALL OF THE DEFERRED SHARES
PROPOSAL #3.: APPROVE THE CAPITALIZATION OF UP TO 8 ISSUER YES FOR N/A
PENCE STANDING TO THE SHARE PREMIUM ACCOUNT AND UTILIZE
SUCH SUM IN PAYING UP IN FULL AND ISSUING UP TO 29
ORDINARY SHARES AND UP TO 29 ONE PERCENT NON-VOTING NON-
CUMULATIVE PREFERENCE SHARES
PROPOSAL #4.: APPROVE THE CONSOLIDATION OF EVERY 30 ISSUER YES FOR N/A
ISSUED AND AUTHORIZED BUT UNISSUED ORDINARY SHARES OF
ONE PENCE EACH INTO ONE ORDINARY SHARE OF 10 PENCE EACH
PROPOSAL #5.: APPROVE THE CONSOLIDATION OF EVERY 30 ISSUER YES FOR N/A
ISSUED ONE PERCENT NON-VOTING NON-CUMULATIVE PREFERENCE
SHARES OF ONE PENCE EACH INTO ONE 1 PERCENT NON-VOTING
NON-CUMULATIVE PREFERENCE SHARE OF 30 PENCE EACH
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MYTRAVEL GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ACCEPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
AND STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: ELECT MR. MICHAEL BECKETT AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: ELECT MR. SAM WELHAGEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. PETER MCHUGH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT SIR TOM FARMER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES AGAINST N/A
AUDITORS AND AUTHORIZE THE BOARD TO DETERMINE THEIR
REMUNERATION
PROPOSAL #8.: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NATIONAL FINANCE PUBLIC COMPANY LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MINUTES OF THE ORDINARY ISSUER YES FOR N/A
MEETING OF THE SHAREHOLDERS FOR YEAR 2004
PROPOSAL #2.: ACKNOWLEDGE THE REPORT ON THE 2004 ISSUER YES FOR N/A
OPERATIONAL RESULTS
PROPOSAL #3.: APPROVE THE BALANCE SHEET AND PROFIT AND ISSUER YES FOR N/A
LOSS STATEMENT AS ENDED ON 31 DEC 2004, WHICH WAS
AUDITED BY THE AUDITORS AND EXAMINED BY THE AUDITING
COMMITTEE
PROPOSAL #4.: APPROVE FOR ALLOCATING PROFITS AND PAYING ISSUER YES FOR N/A
DIVIDENDS FOR THE 2004 OPERATIONAL RESULTS
PROPOSAL #5.: APPOINT NEW DIRECTORS IN PLACE OF THE ISSUER YES FOR N/A
DIRECTORS RETIRING BY ROTATION`
PROPOSAL #6.: ACKNOWLEDGE THE REPORT ON REMUNERATION FOR ISSUER YES AGAINST N/A
THE BOARD OF DIRECTORS AND ALLOCATING PENSIONS TO THE
BOARD OF DIRECTORS
PROPOSAL #7.: APPOINT THE AUDITORS AND APPROVE TO FIX ISSUER YES FOR N/A
THE AUDITING FEES FOR THE YEAR 2005
PROPOSAL #8.: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NATUZZI S.P.A.
TICKER: NTZ CUSIP: 63905A101
MEETING DATE: 4/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE UNCONSOLIDATED FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF NATUZZI S.P.A. ( THE COMPANY ) FOR THE
FISCAL YEAR ENDED ON DECEMBER 31, 2004 AND THE RELATED
REPORTS OF THE BOARD OF DIRECTORS, THE BOARD OF
STATUTORY AUDITORS AND COMPANY'S EXTERNAL AUDITORS AND
PRESENTATION OF THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS.
PROPOSAL #02: APPROVAL OF THE PROPOSED DISTRIBUTION OF ISSUER YES FOR N/A
DIVIDENDS WITH RESPECT TO EARNINGS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2004.
PROPOSAL #03: APPROVAL OF THE APPOINTMENT OF MR. DANIELE ISSUER YES FOR N/A
TRANCHINI, CHIEF SALES & MARKETING OFFICER, AS NEW
DIRECTOR.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEDCOR LTD (FORMERLY NEDBANK GROUP LTD)
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE TO NOTE AND CONFIRM THE PAYMENT OF ISSUER YES FOR N/A
A DIVIDEND OF 44 CENTS PER SHARE
PROPOSAL #3.1: ELECT MR. N. DENNI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT PROF. N. DEL FIGAJI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. M.L. NDLOVU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. P.F. NHLEKO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MESSRS M.W.T. BROWN AND R.M. HEAD ISSUER YES FOR N/A
AS THE DIRECTORS
PROPOSAL #5.: APPROVE TO CONSIDER AND PUT TO VOTE THE ISSUER YES AGAINST N/A
APPOINTMENT OF ANY PERSONS ON PROPOSED AS A DIRECTOR IN
TERMS OF ARTICLE 18.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #6.: APPROVE THE NON-EXECUTIVE DIRECTORS FEES ISSUER YES FOR N/A
FOR THE PAST FY
PROPOSAL #7.: APPROVE THE REMUNERATION PAID TO THE ISSUER YES FOR N/A
EXECUTIVE DIRECTORS FOR THE PAST FY
PROPOSAL #8.: RE-APPOINT DELOITTE AND TOUCHE AND KPMG ISSUER YES FOR N/A
INC. AS JOINT AUDITORS
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE COMPANY AUDITORS
PROPOSAL #10.: APPROVE TO PLACE THE UNISSUED SHARES ISSUER YES FOR N/A
UNDER THE CONTROL OF THE DIRECTORS
PROPOSAL #11.: AMEND THE NECOR GROUP EMPLOYEE SHARE ISSUER YES AGAINST N/A
PURCHASE TRUST DEED
PROPOSAL #12.: APPROVE AND ADOPT THE NEDBANK GROUP SHARE ISSUER YES AGAINST N/A
OPTION MATCHED SHARE AND RESTRICTED SHARE SCHEME AND
THE NEDBANK GROUP SHARE SCHEME TRUST DEED
PROPOSAL #13.: GRANT AUTHORITY TO REPURCHASE SHARES ISSUER YES AGAINST N/A
PROPOSAL #14.: APPROVE TO CHANGE THE NAME TO NEBANK ISSUER YES FOR N/A
GROUP LIMITED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEW WORLD DEVELOPMENT CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/7/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND ADOPT THE AUDITED STATEMENT OF ISSUER YES FOR N/A
ACCOUNTS AND THE REPORT OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 30 JUN 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-ELECT THE DIRECTORS AND AUTHORIZE THE ISSUER YES ABSTAIN N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #4.: RE-APPOINT THE JOINT AUDITORS AND ISSUER YES ABSTAIN N/A
AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUER YES FOR N/A
REPURCHASE SHARES OF HKD 1.00 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR
MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND
FUTURES COMMISSION UNDER THE HONG KONG CODE ON SHARE
REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, AT
SUCH PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION
DETERMINE IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD
BY LAW
PROPOSAL #6.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 57B OF THE COMPANIES ORDINANCE, TO ALLOT, ISSUE
AND DEAL WITH ADDITIONAL SHARES OF HKD 1.00 EACH IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS INCLUDING BONDS, WARRANTS AND
DEBENTURES CONVERTIBLE INTO SHARES OF THE COMPANY
DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO I) A
RIGHTS ISSUE; OR II) AN ISSUE OF SHARES AS SCRIP
DIVIDENDS PURSUANT TO THE ARTICLES OF THE ASSOCIATION OF
THE COMPANY FROM TIME TO TIME; OR III) AN ISSUE OF
SHARES UNDER ANY OPTION SCHEME OR SIMILAR ARRANGEMENT
FOR THE TIME BEING ADOPTED FOR THE GRANT OR ISSUE TO THE
EMPLOYEES OF THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES
OF SHARES OR RIGHTS TO ACQUIRE SHARES OF THE COMPANY;
OR IV) AN ISSUE OF SHARES UPON CONVERSION BY THE
BONDHOLDERS OF THEIR BONDS INTO SHARES OF THE COMPANY IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF AN ISSUE OF
CONVERTIBLE GUARANTEED BONDS BY A SPECIAL PURPOSE
SUBSIDIARY WHOLLY OWNED BY THE COMPANY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM IS TO BE HELD BY LAW
PROPOSAL #7.: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 5 AND 6, TO EXTEND THE GENERAL MANDATE
GRANTED TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH
THE SHARES PURSUANT TO RESOLUTION 6, BY AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL REPURCHASED PURSUANT TO RESOLUTION 5, PROVIDED
THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AT THE DATE OF PASSING THIS RESOLUTION
PROPOSAL #S.8: AMEND ARTICLE 2, 6, 16, 20, 27, 37, 40, ISSUER YES FOR N/A
43, 44, 70, 71, 74, 77, 84, 91(B), 95, 101(A), 102(H),
102(I), 102(J), 102(K), 102(L), 107, 109, 161, 172,
183(A) AND 184 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEXT MEDIA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE, CONSIDER AND ADOPT THE REPORTS OF ISSUER YES FOR N/A
THE DIRECTORS AND THE AUDITORS ANDTHE AUDITED STATEMENT
OF ACCOUNTS FOR THE YE 31 MAR 2004
PROPOSAL #2.: RE-ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES ABSTAIN N/A
REMUNERATION OF THE DIRECTORS
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES ABSTAIN N/A
AUDITORS AND AUTHORIZE THE DIRECTORSTO FIX THEIR
REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS DURING THE ISSUER YES AGAINST N/A
RELEVANT PERIOD AS HEREINAFTER DEFINED TO ALLOT, ISSUE
AND DEAL WITH ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS INCLUDING WARRANTS AND SECURITIES CONVERTIBLE
OR EXERCISABLE INTO SHARES OF THE COMPANY ; THE
AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR
AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED
WHETHER PURSUANT TO AN OPTION OR OTHERWISE AND ISSUED
BY THE DIRECTORS, OTHERWISE THAN PURSUANT TO: I) A
RIGHTS ISSUE AS HEREINAFTER DEFINED ; II) THE EXERCISE
OF RIGHTS OF SUBSCRIPTION OR CONVERSION UNDER THE TERMS
OF ANY WARRANTS ISSUED BY THE COMPANY OR ANY SECURITIES
WHICH ARE CONVERTIBLE INTO SHARES OF THE COMPANY; III)
THE EXERCISE OF THE SUBSCRIPTION RIGHTS UNDER ANY OPTION
SCHEME OR SIMILAR ARRANGEMENT; OR IV) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT; NOT EXCEEDING 20% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION; AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY; THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF
THE COMPANY IS REQUIRED BY LAW OR THE ARTICLES OF
ASSOCIATION OF THE COMPANY TO BE HELD
PROPOSAL #6.: AUTHORIZE THE DIRECTORS DURING THE ISSUER YES FOR N/A
RELEVANT PERIOD AS HEREINAFTER DEFINED TO REPURCHASE
SHARES IN THE CAPITAL OF THE COMPANY, SUBJECT TO AND IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REQUIREMENTS OF
THE RULES GOVERNING THE LISTING OF SECURITIES ON THE
STOCK EXCHANGE OF HONG KONG LIMITED; THE AGGREGATE
NOMINAL AMOUNT OF SHARES OF THE COMPANY WHICH MAY BE
REPURCHASED BY THE DIRECTORS, DURING THE RELEVANT PERIOD
SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY IN ISSUE AS AT THE
DATE OF THE PASSING OF THIS RESOLUTION; AUTHORITY
EXPIRES AT THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY; THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW OR
THE ARTICLES OF ASSOCIATION OF THE COMPANY TO BE HELD
PROPOSAL #7.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 5 AND 6, THE AGGREGATE NOMINAL AMOUNT OF
SHARES OF THE COMPANY WHICH MAY BE ALLOTTED OR AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED BY THE
DIRECTORS PURSUANT TO AND IN ACCORDANCE WITH THE MANDATE
GRANTED UNDER RESOLUTION 5 BE INCREASED AND EXTENDED BY
ADDING THE AGGREGATE NOMINAL AMOUNT OF SHARES IN THE
CAPITAL OF THE COMPANY WHICH MAY BE REPURCHASED BY THE
COMPANY PURSUANT TO AND IN ACCORDANCE WITH THE MANDATE
GRANTED UNDER RESOLUTION 6 PROVIDED THAT SUCH AMOUNT OF
SHARES OF THE COMPANY SO REPURCHASED SHALL NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY AS AT THE DATE OF THE PASSING OF
THIS RESOLUTION
PROPOSAL #8.: APPROVE THE ADPDL SHARE OPTION SCHEME AS ISSUER YES AGAINST N/A
SPECIFIED, GRANTED TO REFRESH THE CURRENT SCHEME MANDATE
LIMIT AS SPECIFIED, UNDER THE ADPDL SHARE OPTION SCHEME
UP TO A NEW 10% LIMIT PROVIDED THAT I) THE TOTAL NUMBER
OF ORDINARY SHARES OF HKD 0.01 EACH ADPDL SHARES IN
THE SHARE CAPITAL OF ADPDL AS SPECIFIED, WHICH MAY BE
ISSUED UPON THE EXERCISE OF ALL OPTIONS TO BE GRANTED
UNDER THE ADPDL SHARE OPTION SCHEME AND ANY OTHER OPTION
SCHEME OF ADPDL PURSUANT TO THE CURRENT SCHEME MANDATE
LIMIT AS REFRESHED SHALL NOT EXCEED 10% OF THE ADPDL
SHARES IN ISSUE ON THE DATE OF THE PASSING OF THIS
RESOLUTION REFRESHED SCHEME MANDATE LIMIT ; AND II)
OPTIONS PREVIOUSLY GRANTED UNDER THE ADPDL SHARE OPTION
SCHEME INCLUDING THOSE OPTIONS OUTSTANDING, CANCELLED,
LAPSED IN ACCORDANCE WITH ITS TERMS OR EXERCISED SHALL
NOT BE COUNTED FOR THE PURPOSE OF CALCULATING THE
REFRESHED SCHEME MANDATE LIMIT
PROPOSAL #S.9: AMEND ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY: A) BY INSERTING THE SPECIFIED DEFINITIONS IN
ARTICLE 2; B) BY INSERTING A NEW ARTICLE 70A; C) BY
DELETING THE EXISTING ARTICLE 81 AND SUBSTITUTING IT
WITH A NEW ARTICLE 81; D) BY INSERTING THE SPECIFIED
WORDS IN THE EXISTING ARTICLE 93(F); E) BY AMENDING THE
EXISTING ARTICLE 93(G); F) BY DELETING THE EXISTING
ARTICLE 93(H) AND SUBSTITUTING THEREFOR A NEW ARTICLE
93(H); G) BY ADDING A NEW ARTICLE 93(I)
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEXT PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/29/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, FOR THE PURPOSES OF SECTIONS 164 ISSUER YES FOR N/A
AND 165 OF THE COMPANIES ACT 1985, THE PROGRAMME
AGREEMENT TO BE ENTERED INTO BETWEEN THE COMPANY AND
GOLDMAN SACHS INTERNATIONAL THE PROGRAMME AGREEMENT
AND AUTHORIZE THE COMPANY TO ENTER INTO THE PROGRAMME
AGREEMENT AND ALL AND ANY CONTINGENT FORWARD TRADES
WHICH MAY BE EFFECTED OR MADE FROM TIME TO TIME UNDER OR
PURSUANT TO THE PROGRAMME AGREEMENT FOR THE CONTINGENT
OFF-MARKET PURCHASE BY THE COMPANY OF ITS OWN ORDINARY
SHARES OF 10 PENCE EACH FOR CANCELLATION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2005 OR ON 29 APR 2006
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NEXT PLC, LEICESTER
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS AND REPORTS ISSUER YES FOR N/A
OF THE DIRECTORS AND THE AUDITORS FOR THE PERIOD ENDED
29 JAN 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
PERIOD ENDED 29 JAN 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 28P PER SHARE ISSUER YES FOR N/A
IN RESPECT OF THE PERIOD ENDED 29 JAN 2005
PROPOSAL #4.: ELECT MR. JONATHAN DAWSON AS A DIRECTOR ISSUER YES FOR N/A
WHO RETIRES ACCORDING TO ARTICLE 97 HAVING BEEN
APPOINTED BY THE BOARD DURING THE YEAR
PROPOSAL #5.: ELECT MR. CHRISTINE CROSS AS A DIRECTOR ISSUER YES FOR N/A
WHO RETIRES ACCORDING TO ARTICLE 97 HAVING BEEN
APPOINTED BY THE BOARD DURING THE YEAR
PROPOSAL #6.: RE-ELECT MR. SIMON WOLFSON AS A DIRECTOR ISSUER YES FOR N/A
WHO RETIRES BY ROTATION ACCORDING TO ARTICLE 91
PROPOSAL #7.: RE-ELECT MR. ANDREW VARLEY AS A DIRECTOR ISSUER YES FOR N/A
WHO RETIRES BY ROTATION ACCORDING TO ARTICLE 91
PROPOSAL #8.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO SET THEIR
REMUNERATION
PROPOSAL #9.: APPROVE: A) THE NEXT MANAGEMENT SHARE ISSUER YES FOR N/A
OPTION PLAN THE PLAN , THE MAIN FEATURES OF WHICH ARE
SPECIFIED IN APPENDIX 1 ON PAGE 57 TO 58 AND AUTHORIZE
THE DIRECTORS TO TAKE ANY ACTION AS THEY CONSIDER
NECESSARY TO IMPLEMENT THE PLAN; AND B) TO AUTHORIZE THE
DIRECTORS TO ESTABLISH PLANS BASED ON THE PLAN AS THEY
CONSIDER APPROPRIATE FOR EMPLOYEES RESIDENT OUTSIDE THE
UK, HAVING REGARD TO LOCAL TAX AND SECURITIES LAWS AND
EXCHANGE CONTROLS PROVIDED THAT ANY AWARDS GRANTED
UNDER THOSE PLANS SHALL BE TREATED AS GRANTED UNDER THE
PLAN FOR THE PURPOSE OF THE INDIVIDUAL AND OVERALL
LIMITS ON PARTICIPATION
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 80 OF THE COMPANIES ACT 1985 THE ACT , TO
EXERCISE ALL POWERS OF THE COMPANY TO ALLOT RELEVANT
SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 8,500,000; AUTHORITY EXPIRES ON 18 MAY
2010 BUT TO BE CAPABLE OF PREVIOUS REVOCATION OR
VARIATION BY THE COMPANY IN GENERAL MEETING AND OF
RENEWAL FROM TIME TO TIME BY THE COMPANY IN GENERAL
MEETING FOR A FURTHER PERIOD NOT EXCEEDING FIVE YEARS
PROVIDED THAT: A) THE COMPANY MAY MAKE ANY OFFER OR
AGREEMENT BEFORE THE EXPIRY OF THIS AUTHORITY THAT WOULD
OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED
AFTER THIS AUTHORITY HAS EXPIRED; AND B) ALL PREVIOUS
AUTHORITIES TO ALLOT SECURITIES CONFERRED BY RESOLUTION
OF THE COMPANY PURSUANT TO SECTION 80 OF THE ACT OR
OTHERWISE BE AND THEY ARE HEREBY REVOKED TO THE EXTENT
THAT THEY HAVE NOT BEEN PREVIOUSLY UTILIZED
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION 95
OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT EQUITY
SECURITIES SECTION 94 PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 10 SET OUT IN THE NOTICE OF THIS
MEETING FOR CASH AND SELL RELEVANT SHARES AS DEFINED
IN THE SECTION 94 OF THE ACT HELD BY THE COMPANY AS
TREASURY SHARES AS DEFINED IN SECTION 162A OF THE ACT
FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO
THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY
SHARES: A) IN CONNECTION WITH A RIGHTS ISSUE , OPEN
OFFER OR OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY
SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP
1,300,00 BEING LESS THAN 5% OF THE ISSUED ORDINARY
SHARE CAPITAL OUTSTANDING AT 21 MAR 2005; AUTHORITY
EXPIRES ON 18 MAY 2010 ; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES OR SELL TREASURY SHARES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH THE ARTICLE 46 OF THE ARTICLES OF ASSOCIATION OF
THE COMPANY AND SECTION 166 OF THE COMPANIES ACT 2985
THE ACT TO MAKE MARKET PURCHASES SECTION 163 OF THE
COMPANIES ACT 1985 OF UP TO 39,000,000 ORDINARY SHARES
OF 10P EACH OR NO MORE THAN 15% OF THE ISSUED ORDINARY
SHARE CAPITAL OUTSTANDING AT THE DATE OF THE AGM, SUCH
LIMIT TO BE REDUCED BY THE NUMBER OF ANY SHARES
PURCHASED PURSUANT TO THE AUTHORITY GRANTED AT
RESOLUTION 13 BELOW, AT A MINIMUM PRICE OF 10P AND NOT
MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF 18 MONTHS OR AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY HELD IN 2006 ;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.13: APPROVE, FOR THE PURPOSES OF SECTION 164 ISSUER YES FOR N/A
AND 165 OF THE COMPANIES ACT 1985, THE PROPOSED
PROGRAMME AGREEMENTS TO BE ENTERED INTO BETWEEN THE
COMPANY AND EACH OF GOLDMAN SACHS INTERNATIONAL, UBS AG
AND DEUTSCHE BANK AG THE PROGRAMME AGREEMENTS AND
AUTHORIZE THE COMPANY, TO ENTER INTO THE PROGRAMME
AGREEMENTS AND ALL ANY CONTINGENT OFF-MARKET PURCHASE BY
THE COMPANY OF ITS ORDINARY SHARES OF 10 PENCE EACH FOR
CANCELLATION, AS MORE FULLY DESCRIBED IN APPENDIX 2 ON
PAGE 58 TO 59 AUTHORITY EXPIRES THE EARLIER OF 18
MONTHS AFTER THE DATE ON WHICH THIS RESOLUTION IS PASSED
AND THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD
IN 2006, UNLESS SUCH AUTHORITY IS RENEWED PRIOR TO THAT
TIME EXCEPT IN RELATION TO THE PURCHASE OF ORDINARY
SHARES UNDER ANY CONTINGENT FORWARD TRADE EFFECTED OR
MADE BEFORE THE EXPIRY OF SUCH AUTHORITY AND WHICH MIGHT
BE COMPLETED WHOLLY OR PARTLY AFTER SUCH EXPIRY , AND
PROVIDED THAT SHARES PURCHASED PURSUANT TO THIS
AUTHORITY WILL REDUCE THE NUMBER OF SHARES THAT THE
COMPANY MAY PURCHASE UNDER THE GENERAL AUTHORITY GRANTED
UNDER RESOLUTION S.12
PROPOSAL #S.14: AMEND THE ARTICLE 141 OF THE COMPANY'S ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION BY DELETING IT AND REPLACING IT
WITH A NEW ONE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NGK INSULATORS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES ABSTAIN N/A
FOLLOWING DIVIDENDS: INTERIM JY5, FINAL JY 6, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: REDUCE MAXIMUM BOARD ISSUER YES ABSTAIN N/A
SIZE - ABOLISH RETIREMENT BONUSSYSTEM - REDUCE DIRECTORS
TERM IN OFFICE - STREAMLINE BOARD STRUCTURE
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES ABSTAIN N/A
AND STATUTORY AUDITOR AND SPECIALPAYMENTS TO CONTINUING
DIRECTORS AND STATUTORY AUDITORS IN CONNECTION WITH
ABOLITION OF RETIREMENT BONUS SYSTEM
PROPOSAL #6: APPROVE DEEP DISCOUNT STOCK OPTION PLAN ISSUER YES ABSTAIN N/A
PROPOSAL #7: APPROVE ADJUSTMENT TO AGGREGATE ISSUER YES ABSTAIN N/A
COMPENSATION CEILING FOR STATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NH HOTELES SOCIEDAD ANONIMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, ISSUER YES FOR N/A
MANAGEMENT REPORT AND PROPOSED APPLICATION OF PROFITS OF
BOTH THE COMPANY AND ITS CONSOLIDATED GROUP, MANAGEMENT
OF THE BOARD OF DIRECTORS, ALL OF THE FOREGOING WITH
REFERENCE TO THE YEAR 2004
PROPOSAL #2.: APPROVE THE DISTRIBUTION OF DIVIDEND TO BE ISSUER YES FOR N/A
CHARGED TO VOLUNTARY RESERVE
PROPOSAL #3.: APPOINT AND RE-ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: GRANT AUTHORITY TO CARRY OUT THE ISSUER YES FOR N/A
ACQUISITION OF OWN SHARES, EITHER DIRECTLY OR
INDIRECTLY, ACCORDING TO THE PROVISIONS OF SECTIONS 75
AND 76 OF THE SPANISH LIMITED COMPANIES ACT, LEY DE
SOCIEDADES ANONIMAS
PROPOSAL #5.: APPOINT THE FINANCIAL AUDITORS OF THE ISSUER YES FOR N/A
COMPANY AND ITS CONSOLIDATED GROUP
PROPOSAL #6.: AMEND ARTICLES 11, 12, 13 AND 14 OF THE ISSUER YES FOR N/A
COMPANY BY-LAWS ABOUT THE REGULATIONS OF THE GENERAL
MEETINGS OF SHAREHOLDERS, IN PARTICULAR IN WHAT REFERS
TO ATTENDING, PROXY AND INFORMATION RIGHTS, FOR THE
PURPOSE OF ADAPTING THEIR WORDING TO THE NEW LAW
APPLICABLE
PROPOSAL #7.: AMEND AND EXECUTE THE RESOLUTIONS ADOPTED ISSUER YES FOR N/A
BY THE GENERAL MEETING AND FOR THEIR PUBLIC RECORDING
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NH HOTELES SOCIEDAD ANONIMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/6/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE CHIEF EXECUTIVE OFFICER'S ISSUER NO N/A N/A
PRESENTATION WHERE THE CONTENTS ROUGHLYWILL BE THE
AGENDA OF THE AGM OF NH HOTELES, HELD IN MADRID, 28 APR
2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NINTENDO CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES ABSTAIN N/A
DIVIDEND - ORDINARY DIVIDEND JPY 200
PROPOSAL #2.1: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.2: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.3: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.4: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.5: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.6: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.7: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.8: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.9: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.10: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.11: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.12: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE RETIREMENT BONUS FOR A RETIRING ISSUER YES ABSTAIN N/A
DIRECTOR; DUE TO THE ABOLISHMENT OF THE RETIREMENT BONUS
SYSTEM, GRANT ACCRUED BENEFITS TO CONTINUING DIRECTORS
AND CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON MEAT PACKERS INC, OSAKA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 0, FINAL JY 16,
SPECIAL JY 0
PROPOSAL #2.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3: APPROVE DEEP DISCOUNT STOCK OPTION PLAN ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON MINING HOLDINGS INC, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 0, FINAL JY 10,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: AUTHORIZE PUBLIC ISSUER YES FOR N/A
ANNOUNCEMENTS IN ELECTRONIC FORMAT
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE DEEP DISCOUNT STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUS FOR DIRECTOR AND ISSUER YES FOR N/A
SPECIAL PAYMENTS TO CONTINUING DIRECTORS IN
CONNECTION WITH ABOLITION OF RETIREMENT BONUS SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON OIL CORP, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY 4, FINAL JY 6,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: INCREASE AUTHORIZED ISSUER YES AGAINST N/A
CAPITAL FROM 2 BILLION SHARES TO 5 BILLION SHARES -
AUTHORIZE PUBLIC ANNOUNCEMENTS IN ELECTRONIC FORMAT
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES FOR N/A
AND STATUTORY AUDITOR AND SPECIAL PAYMENTS TO
CONTINUING DIRECTORS AND AUDITORS IN CONNECTION WITH
ABOLITION OF RETIREMENT BONUS SYSTEM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 5 YEN
PROPOSAL #2.: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND CORPORATE AUDITORS
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.10: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.11: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.12: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.13: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.14: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.15: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.16: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.17: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.18: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.19: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.20: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.21: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.22: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.23: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.24: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.25: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.26: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.27: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.28: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.29: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.30: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.31: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.32: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.33: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.34: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.35: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.36: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.37: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.3: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #6.: APPROVE CONDOLENCE MONEY TO THE LATE ISSUER YES AGAINST N/A
CORPORATE AUDITOR JOSEI ITO AND RETIREMENT BONUSES TO
RETIRING DIRECTORS AND CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON SUISAN KAISHA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY2.5, FINAL JY 3.5,
SPECIAL JY 0
PROPOSAL #2: AMEND ARTICLES TO: INCREASE AUTHORIZED ISSUER YES AGAINST N/A
CAPITAL FROM 380 MILLION TO 1 BILLIONSHARES - REDUCE
MAXIMUM BOARD SIZE - SET MAXIMUM NUMBER OF INTERNAL
AUDITORS
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.2: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR STATUTORY ISSUER YES AGAINST N/A
AUDITORS
PROPOSAL #6: APPROVE ADJUSTMENT TO AGGREGATE ISSUER YES FOR N/A
COMPENSATION CEILINGS FOR DIRECTORS ANDSTATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON TELEG & TEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY3000, FINAL JY 3000,
SPECIAL JY 0
PROPOSAL #2: AUTHORIZE SHARE REPURCHASE PROGRAM ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPOINT INTERNAL STATUTORY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BONUSES FOR DIRECTORS ISSUER YES AGAINST N/A
AND STATUTORY AUDITOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NIPPON YUSEN KK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 8.5 YEN, COMMEMORATIVE
DIVIDEND 2 YEN
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PRESENTATION OF RETIREMENT ISSUER YES AGAINST N/A
BENEFITS TO RETIRING DIRECTORS AND CORPORATE AUDITOR,
AND PAYMENT OF RETIREMENT BENEFIT FOR TERMINATION
RESULTING FROM THE ABOLITION OF THE RETIREMENT BENEFITS
SYSTEM FOR DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #6.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NISSAN DIESEL MOTOR CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES ABSTAIN N/A
FOLLOWING DIVIDENDS: INTERIM JY0, FINAL JY 3, SPECIAL
JY 0
PROPOSAL #2: APPROVE CAPITAL REDUCTION ISSUER YES ABSTAIN N/A
PROPOSAL #3: AUTHORIZE SHARE REPURCHASE PROGRAM ISSUER YES ABSTAIN N/A
PROPOSAL #4: APPROVE EXECUTIVE STOCK OPTION PLAN ISSUER YES ABSTAIN N/A
PROPOSAL #5.1: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.2: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.3: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.4: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.5: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.6: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.7: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.8: ELECT DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6: APPROVE RETIREMENT BONUS FOR DIRECTOR ISSUER YES ABSTAIN N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NISSHINBO INDUSTRIES INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES ABSTAIN N/A
DIVIDEND - ORDINARY DIVIDEND JPY 6.5
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE RETIREMENT BONUS FOR THE RETIRING ISSUER YES ABSTAIN N/A
DIRECTOR; DUE TO THE ABOLISHMENT OF THE RETIREMENT BONUS
SYSTEM, GRANT ACCRUED BENEFITS TO THE CONTINUING
DIRECTORS AND TO THE CONTINUING CORPORATE AUDITORS
PROPOSAL #4.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES ABSTAIN N/A
DIRECTORS
PROPOSAL #5.: APPOINT AN ACCOUNTING AUDITOR ISSUER YES ABSTAIN N/A
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ISSUER: NORITAKE CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES ABSTAIN N/A
DIVIDEND - ORDINARY DIVIDEND JPY 4.5
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES ABSTAIN N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES ABSTAIN N/A
FOR DIRECTORS AND CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NORTEL NETWORKS CORPORATION
TICKER: NT CUSIP: 656568102
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HON. JAMES B. HUNT, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. MCCORMICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD W. OSBORNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. INGRAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM A. OWENS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN E. CLEGHORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. MACNAUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HON. JOHN P. MANLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARRY J. PEARCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. MANFRED BISCHOFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JALYNN H. BENNETT ISSUER YES FOR FOR
PROPOSAL #2: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
PROPOSAL #3: THE ADOPTION OF THE NORTEL U.S. STOCK ISSUER YES FOR FOR
PURCHASE PLAN, THE NORTEL GLOBAL STOCK PURCHASE PLAN,
AND THE NORTEL STOCK PURCHASE PLAN FOR MEMBERS OF THE
NORTEL SAVINGS AND RETIREMENT PROGRAM.
PROPOSAL #4: THE ADOPTION OF THE NORTEL 2005 STOCK ISSUER YES FOR FOR
INCENTIVE PLAN.
PROPOSAL #5: SHAREHOLDER PROPOSAL NO. 1 SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: SHAREHOLDER PROPOSAL NO. 2 SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: SHAREHOLDER PROPOSAL NO. 3 SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: SHAREHOLDER PROPOSAL NO. 4 SHAREHOLDER YES AGAINST FOR
PROPOSAL #9: SHAREHOLDER PROPOSAL NO. 5 SHAREHOLDER YES AGAINST FOR
PROPOSAL #010: SHAREHOLDER PROPOSAL NO. 6 SHAREHOLDER YES AGAINST FOR
PROPOSAL #011: SHAREHOLDER PROPOSAL NO. 7 SHAREHOLDER YES AGAINST FOR
PROPOSAL #012: SHAREHOLDER PROPOSAL NO. 8 SHAREHOLDER YES AGAINST FOR
PROPOSAL #013: SHAREHOLDER PROPOSAL NO. 9 SHAREHOLDER YES AGAINST FOR
PROPOSAL #014: SHAREHOLDER PROPOSAL NO. 10 SHAREHOLDER YES AGAINST FOR
PROPOSAL #015: SHAREHOLDER PROPOSAL NO. 11 SHAREHOLDER YES AGAINST FOR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NORTHWEST AIRLINES CORPORATION
TICKER: NWAC CUSIP: 667280101
MEETING DATE: 6/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEFFREY G. KATZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.A. RAVINDRAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROY J. BOSTOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT L. FRIEDMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. ENGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DORIS KEARNS GOODWIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS F. HIGHTOWER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LEO M. VAN WIJK ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: PROPOSAL TO APPROVE THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITOR
FOR 2005.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED NORTHWEST AIRLINES CORPORATION 1999 STOCK
INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NOVARTIS AG, BASEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004
PROPOSAL #2.: APPROVE THE ACTIVITIES OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #3.: APPROVE THE APPROPRIATION OF AVAILABLE ISSUER YES FOR N/A
EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARE
A DIVIDEND; A TOTAL DIVIDEND PAYMENT OF CHF
2,610,034,767 IS EQUIVALENT TO A GROSS DIVIDEND OF CHF
1.05 PER REGISTERED SHARE OF CHF 0.50 NOMINAL VALUE
ENTITLED TO DIVIDENDS, PAYMENT WILL BE MADE WITH EFFECT
FROM 04 MAR 2005
PROPOSAL #4.: APPROVE TO REDUCE THE SHARE CAPITAL BY CHF ISSUER YES FOR N/A
19,019,500, FROM CHF 1,388,605,000 TO CHF
1,369,585,500, THAT THE CORRESPONDING NUMBER OF
REGISTERED SHARES BE SUBSEQUENTLY CANCELLED AND AMEND
THE RELEVANT CLAUSE IN THE ARTICLES OF INCORPORATION
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS I) TO ISSUER YES FOR N/A
LAUNCH A FIFTH SHARE REPURCHASE PROGRAM TO A MAXIMUM
AMOUNT OF CHF 4 BILLION, WITH THE AIM OF CANCELING THE
SHARES BOUGHT BACK AND II) TO REPURCHASE FOR
CANCELLATION OWN SHARES BEYOND THE LIMIT OF 10% OF THE
SHARE CAPITAL OF NOVARTIS AG IN THE COURSE OF EITHER THE
COMPLETION OF THE EXISTING FOURTH SHARE REPURCHASE
PROGRAM OF CHF 3 BILLION OR THE IMPLEMENTATION OF THE
FIFTH PROGRAM
PROPOSAL #6.1: RE-ELECT DR. H.C. BIRGIT BREUEL AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR FOR A TWO-YEAR TERM
PROPOSAL #6.2: RE-ELECT PROF. DR. PETER BURCKHARDT AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #6.3: RE-ELECT MR. ALEXANDRE F. JETZER AS A ISSUER YES ABSTAIN N/A
BOARD OF DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #6.4: RE-ELECT MR. PIERRE LANDOLT AS A BOARD OF ISSUER YES FOR N/A
DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #6.5: RE-ELECT PROF. DR. ULRICH LEHNER AS A ISSUER YES FOR N/A
BOARD OF DIRECTOR FOR A THREE-YEAR TERM EACH
PROPOSAL #7.: APPOINT PRICEWATERHOUSECOOPERS AG, AS THE ISSUER YES FOR N/A
AUDITORS AND THE GROUP AUDITORS, FOR A FURTHER YEAR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NTT DOCOMO INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND 1,000YEN
PROPOSAL #2.: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #6.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #7.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NUCOR CORPORATION
TICKER: NUE CUSIP: 670346105
MEETING DATE: 5/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PETER C. BROWNING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS A. WALTERMIRE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTORIA F. HAYNES ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2005
PROPOSAL #03: APPROVE THE AMENDMENT TO NUCOR'S RESTATED ISSUER YES AGAINST AGAINST
CERTIFICATE OF INCORPORATION INCREASING ITS AUTHORIZED
COMMON STOCK FROM 200,000,000 SHARES TO 400,000,000
SHARES
PROPOSAL #04: APPROVE THE 2005 STOCK OPTION AND AWARD ISSUER YES FOR FOR
PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: NVR, INC.
TICKER: NVR CUSIP: 62944T105
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DWIGHT C. SCHAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE E. SLYE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT C. BUTLER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2005.
PROPOSAL #03: APPROVAL OF THE 2005 STOCK OPTION PLAN. ISSUER YES AGAINST AGAINST
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OAO LUKOIL
TICKER: LUKOY CUSIP: 677862104
MEETING DATE: 1/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: EARLY TERMINATION OF POWERS OF ALL MEMBERS ISSUER YES ABSTAIN N/A
OF THE COMPANY'S BOARD OF DIRECTORS
PROPOSAL #1B: ELECTION OF THE MEMBERS OF THE BOARD OF ISSUER YES ABSTAIN N/A
DIRECTORS OF OAO LUKOIL (11 MEMBERS) (TO VOTE
SELECTIVELY, YOU MUST APPLY CUMULATIVE VOTING. SEE THE
ATTACHED INSTRUCTIONS.)
PROPOSAL #02: APPROVAL OF THE AMENDMENTS AND ADDENDA TO ISSUER YES FOR N/A
THE CHARTER OF THE OPEN JOINT STOCK COMPANY OIL COMPANY
LUKOIL
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OAO LUKOIL
TICKER: LUKOY CUSIP: 677862104
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ENDORSEMENT OF OAO LUKOIL, ANNUAL REPORT ISSUER YES FOR N/A
FOR 2004, ANNUAL ACCOUNTING STATEMENT INCLUDING THE
PROFIT-AND-LOSS STATEMENT (PROFIT-AND-LOSS ACCOUNTS) OF
THE COMPANY.
PROPOSAL #02: ELECTION OF DIRECTIONS. IF YOU WISH TO ISSUER YES FOR N/A
VOTE SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR
REPRESENTATIVE.
PROPOSAL #03A: ELECTION OF MEMBER OF THE AUDIT ISSUER YES FOR N/A
COMMISSION: KONDRATYEV, PAVEL GENNADYEVICH.
PROPOSAL #03B: ELECTION OF MEMBER OF THE AUDIT ISSUER YES FOR N/A
COMMISSION: NIKITENKO, VLADIMIR NIKOLAYEVICH.
PROPOSAL #03C: ELECTION OF MEMBER OF THE AUDIT ISSUER YES FOR N/A
COMMISSION: SKLYAROVA, TATYANA SERGUEYEVNA.
PROPOSAL #04: ON REMUNERATION AND COMPENSATION OF ISSUER YES FOR N/A
EXPENSES TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
THE AUDIT COMMISSION OF OAO LUKOIL.
PROPOSAL #05: ENDORSEMENT OF COMPANY AUDITORS. ISSUER YES FOR N/A
PROPOSAL #06: APPROVAL OF AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
CHARTERED OF THE PUBLIC JOINT STOCK COMPANY OIL COMPANY
LUKOIL.
PROPOSAL #07: APPROVAL OF AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
REGULATIONS ON THE PROCEDURE FOR PREPARING AND HOLDING
THE GENERAL SHAREHOLDERS MEETING OF OAO LUKOIL.
PROPOSAL #08: APPROVAL OF AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
REGULATIONS ON THE BOARD OF DIRECTORS OF OAO LUKOIL.
PROPOSAL #09: ON THE APPROVAL OF TRANSACTIONS INVOLVING ISSUER YES FOR N/A
INTERESTED/RELATED PARTIES.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OIL CO LUKOIL
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ENDORSEMENT OF OAO LUKOIL ISSUER YES FOR N/A
ANNUAL REPORT FOR 2004, ANNUAL ACCOUNTING STATEMENT
INCLUDING THE PROFIT AND LOSS STATEMENT PROFIT AND LOSS
ACCOUNTS OF THE COMPANY AS WELL AS ENDORSEMENT OF
DISTRIBUTION OF PROFITS INCLUDING THE DISTRIBUTION
ANNOUNCEMENT OF DIVIDENDS AND LOSSES OF THE COMPANY FOR
THE FY; DEFINING THE AMOUNT, THE TERM, THE FORM AND THE
ORDER OF THE DIVIDENDS PAYMENT
PROPOSAL #2.1: ELECT MR. ALEKPEROV, VAGIT YUSUFOVICH AS ISSUER YES ABSTAIN N/A
A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #2.2: ELECT MR. BEREZHNOY, MIKHAIL PAVLOVICH AS ISSUER YES ABSTAIN N/A
A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #2.3: ELECT MR. GRAIFER, VALERIY ISAAKOVICH AS ISSUER YES ABSTAIN N/A
A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #2.4: ELECT MR. ESAULKOVA, TATIYANA ISSUER YES ABSTAIN N/A
STANISLAVOVNA AS A MEMBER OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #2.5: ELECT MR. KUTAFIN, OLEG EMELYANOVICH AS A ISSUER YES FOR N/A
MEMBER OF THE BOARD OF DIRECTORS OFTHE COMPANY
PROPOSAL #2.6: ELECT MR. MAGANOV, RAVIL ULFATOVICH AS A ISSUER YES ABSTAIN N/A
MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #2.7: ELECT MR. MATZKE, RICHARD AS A MEMBER OF ISSUER YES FOR N/A
THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #2.8: ELECT MR. MEYERS, KEVIN AS A MEMBER OF ISSUER YES ABSTAIN N/A
THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #2.9: ELECT MR. MIKHAILOV, SERGEI ANATOLIEVICH ISSUER YES FOR N/A
AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #2.10: ELECT MR. TSVETKOV, NIKOLAI ISSUER YES ABSTAIN N/A
ALEXANDROVICH AS A MEMBER OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #2.11: ELECT MR. SHERKUNOV, IGOR VLADIMIROVICH ISSUER YES ABSTAIN N/A
AS A MEMBER OF THE BOARD OF DIRECTORSOF THE COMPANY
PROPOSAL #2.12: ELECT MR. SHOKHIN, ALEXANDER ISSUER YES FOR N/A
NIKOLAYEVICH AS A MEMBER OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #3.1: ELECT MR. KONDRATYEV PAVEL GENNADYEVICH ISSUER YES FOR N/A
AS A MEMBER OF THE AUDIT COMMISSION
PROPOSAL #3.2: ELECT MR. NIKITENKO, VLADIMIR ISSUER YES FOR N/A
NIKOLAYEVICH AS A MEMBER OF THE AUDIT COMMISSION
PROPOSAL #3.3: ELECT MR. SKLYAROVA, TATYANA SERGUEYEVNA ISSUER YES FOR N/A
AS A MEMBER OF THE AUDIT COMMISSION
PROPOSAL #4.: APPROVE THE REMUNERATION AND COMPENSATION ISSUER YES FOR N/A
OF EXPENSES TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
THE AUDIT COMMISSION OF OAO LUKOIL
PROPOSAL #5.: APPROVE THE ENDORSEMENT OF THE COMPANY ISSUER YES FOR N/A
AUDITORS
PROPOSAL #6.: APPROVE THE AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
CHARTER OF THE PUBLIC JOINT STOCK COMPANY OIL COMPANY
LUKOIL
PROPOSAL #7.: APPROVE THE AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
REGULATIONS ON THE PROCEDURE FOR PREPARING AND HOLDING
THE GENERAL SHAREHOLDERS MEETING OF OAO LUKOIL
PROPOSAL #8.: APPROVE THE AMENDMENTS AND ADDENDA TO THE ISSUER YES FOR N/A
REGULATIONS ON THE BOARD OF DIRECTORS OF OAO LUKOIL
PROPOSAL #9.: APPROVE THE TRANSACTIONS INVOLVING ISSUER YES FOR N/A
INTERESTED/RELATED PARTIES
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ISSUER: ONO PHARMACEUTICAL CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY0, FINAL JY 55, SPECIAL
JY 10
PROPOSAL #2: AMEND ARTICLES TO: CLARIFY DIRECTOR ISSUER YES FOR N/A
AUTHORITIES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ONWARD KASHIYAMA CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR NO.58 ISSUER YES FOR N/A
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN PROPOSED
AS JPY 22 PER SHARE
PROPOSAL #2.: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
INCORPORATION: THE NUMBER OF DIRECTOR'S POSITION HAS
BEEN PROPOSED TO BE CHANGED TO 14 OR LESS FROM THE
PRESENT 10 OR LESS
PROPOSAL #3.1: ELECT MR. AKIRA BABA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT MR. TAKESHI HIROUCHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT MR. SHIGERU UEMURA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT MR. KAZUYA BABA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT MR. MASARU KUSAKI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT MR. TSUTOMU OONUMA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT MR. MASAO OONO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT MR. ISAO YAMANE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT MR. MASAAKI YOSHIZAWA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: ELECT MR. RYUUJI HORIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: ELECT MR. HIROSHI IMAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: ELECT MR. TADAYOSHI KOBAYASHI AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.13: ELECT MR. TASUKU CHINO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: ELECT MR. HACHIROU HONJOU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT MR. YUUJI OOTSUKA AS A STATUTORY ISSUER YES FOR N/A
AUDITOR
PROPOSAL #4.2: ELECT MR. KEIICHI OGAWA AS A STATUTORY ISSUER YES FOR N/A
AUDITOR
PROPOSAL #4.3: ELECT MR. JOUTAROU YABE AS A STATUTORY ISSUER YES FOR N/A
AUDITOR
PROPOSAL #5.: GRANT RETIREMENT ALLOWANCES TO 2 RETIRED ISSUER YES AGAINST N/A
DIRECTORS, MR. KENJI TAKADA AND MR. FUMIYASU YAMASHITA,
AND 2 RETIRED STATUTORY AUDITORS, MR. YASUMITSU MIYAMOTO
AND TENJI TANAKA
PROPOSAL #6.: APPROVE TO REVISE THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION TO JPY 400,000,000 FROM JPY 330,000,000 OR
LESS AT PRESENT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OPEN JOINT STOCK CO VIMPEL-COMMUNICA
TICKER: VIP CUSIP: 68370R109
MEETING DATE: 6/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE 2004 VIMPELCOM ANNUAL ISSUER YES FOR N/A
REPORT
PROPOSAL #02: APPROVAL OF VIMPELCOM'S ACCOUNTING ISSUER YES FOR N/A
STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENT FOR 2004
PROPOSAL #03: ALLOCATION OF PROFITS AND LOSSES, ALL AS ISSUER YES FOR N/A
MORE FULLY DESCRIBED IN THE NOTICE
PROPOSAL #04: ELECTION OF DIRECTORS. IF YOU WISH TO VOTE ISSUER YES FOR N/A
SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR
REPRESENTATIVE.
PROPOSAL #05: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR N/A
PROCEDURAL REGULATIONS OF THE BOARD OF DIRECTORS
PROPOSAL #06: ELECTION OF THE AUDIT COMMISSION ISSUER YES FOR N/A
PROPOSAL #07: APPROVAL OF EXTERNAL AUDITORS ISSUER YES FOR N/A
PROPOSAL #08: REORGANIZATION OF VIMPELCOM THROUGH ISSUER YES FOR N/A
STATUTORY MERGER OF CJSC EXTEL INTO VIMPELCOM
PROPOSAL #09: REORGANIZATION OF VIMPELCOM THROUGH ISSUER YES FOR N/A
STATUTORY MERGER OF CJSC SOTOVAYA COMPANY INTO VIMPELCOM
PROPOSAL #10: REORGANIZATION OF VIMPELCOM THROUGH ISSUER YES FOR N/A
STATUTORY MERGER OF CJSC STAVTELESOT INTO VIMPELCOM
PROPOSAL #11: REORGANIZATION OF VIMPELCOM THROUGH ISSUER YES FOR N/A
STATUTORY MERGER OF CJSC VOSTOK-ZAPAD TELECOM INTO
VIMPELCOM
PROPOSAL #12: REORGANIZATION OF VIMPELCOM THROUGH ISSUER YES FOR N/A
STATUTORY MERGER OF OJSC ORENSOT INTO VIMPELCOM
PROPOSAL #13: REORGANIZATION OF VIMPELCOM THROUGH ISSUER YES FOR N/A
STATUTORY MERGER OF OJSC BEELINE-SAMARA INTO VIMPELCOM
PROPOSAL #14: REORGANIZATION OF VIMPELCOM THROUGH ISSUER YES FOR N/A
STATUTORY MERGER OF OJSC DAL TELECOM INTERNATIONAL INTO
VIMPELCOM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OPEN JOINT STOCK CO VIMPEL-COMMUNICA
TICKER: VIP CUSIP: 68370R109
MEETING DATE: 6/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE 2004 VIMPELCOM ANNUAL SHAREHOLDER NO N/A N/A
REPORT
PROPOSAL #02: APPROVAL OF VIMPELCOM'S ACCOUNTING SHAREHOLDER NO N/A N/A
STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENT FOR 2004
PROPOSAL #03: ALLOCATION OF PROFITS AND LOSSES, ALL AS SHAREHOLDER NO N/A N/A
MORE FULLY DESCRIBED IN THE NOTICE
PROPOSAL #04: ELECTION OF DIRECTORS. SHAREHOLDER NO N/A N/A
PROPOSAL #05: APPROVAL OF THE AMENDED AND RESTATED SHAREHOLDER NO N/A N/A
PROCEDURAL REGULATIONS OF THE BOARD OF DIRECTORS
PROPOSAL #06: ELECTION OF THE AUDIT COMMISSION SHAREHOLDER NO N/A N/A
PROPOSAL #07: APPROVAL OF EXTERNAL AUDITORS SHAREHOLDER NO N/A N/A
PROPOSAL #08: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC EXTEL INTO VIMPELCOM
PROPOSAL #09: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC SOTOVAYA COMPANY INTO VIMPELCOM
PROPOSAL #10: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC STAVTELESOT INTO VIMPELCOM
PROPOSAL #11: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC VOSTOK-ZAPAD TELECOM INTO
VIMPELCOM
PROPOSAL #12: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF OJSC ORENSOT INTO VIMPELCOM
PROPOSAL #13: APPROVAL OF REORGANIZATION OF VIMPELCOM SHAREHOLDER NO N/A N/A
THROUGH STATUTORY MERGER OF OJSC BEELINE-SAMARA INTO
VIMPELCOM AND OF THE MERGER AGREEMENT BETWEEN VIMPELCOM
AND OJSC BEELINE-SAMARA
PROPOSAL #14: APPROVAL OF REORGANIZATION OF VIMPELCOM SHAREHOLDER NO N/A N/A
THROUGH STATUTORY MERGER OF OJSC DAL TELECOM
INTERNATIONAL INTO VIMPELCOM AND OF THE MERGER
AGREEMENT BETWEEN VIMPELCOM AND OJSC DAL TELECOM
INTERNATIONAL
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ISSUER: OPEN JOINT STOCK CO VIMPEL-COMMUNICA
TICKER: VIP CUSIP: 68370R109
MEETING DATE: 6/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE 2004 VIMPELCOM ANNUAL SHAREHOLDER NO N/A N/A
REPORT
PROPOSAL #02: APPROVAL OF VIMPELCOM'S ACCOUNTING SHAREHOLDER NO N/A N/A
STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENT FOR 2004
PROPOSAL #003: ALLOCATION OF PROFITS AND LOSSES, ALL AS SHAREHOLDER NO N/A N/A
MORE FULLY DESCRIBED IN THE NOTICE
ELECTION OF DIRECTOR: DIRECTOR SHAREHOLDER NO N/A N/A
PROPOSAL #005: APPROVAL OF THE AMENDED AND RESTATED SHAREHOLDER NO N/A N/A
PROCEDURAL REGULATIONS OF THE BOARD OF DIRECTORS
PROPOSAL #006: ELECTION OF THE AUDIT COMMISSION SHAREHOLDER NO N/A N/A
PROPOSAL #007: APPROVAL OF EXTERNAL AUDITORS SHAREHOLDER NO N/A N/A
PROPOSAL #008: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC EXTEL INTO VIMPELCOM
PROPOSAL #009: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC SOTOVAYA COMPANY INTO VIMPELCOM
PROPOSAL #010: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC STAVTELESOT INTO VIMPELCOM
PROPOSAL #011: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF CJSC VOSTOK-ZAPAD TELECOM INTO
VIMPELCOM
PROPOSAL #012: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF OJSC ORENSOT INTO VIMPELCOM
PROPOSAL #013: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF OJSC BEELINE-SAMARA INTO VIMPELCOM
PROPOSAL #014: REORGANIZATION OF VIMPELCOM THROUGH SHAREHOLDER NO N/A N/A
STATUTORY MERGER OF OJSC DAL TELECOM INTERNATIONAL INTO
VIMPELCOM
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ORICA LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/15/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL REPORT, ISSUER NO N/A N/A
THE DIRECTORS REPORT AND THE AUDITOR'S REPORT FOR THE
YE 30 SEP 2004
PROPOSAL #2.1: RE-ELECT MR. DONALD MERCER AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH RULE 58.1 OF
THE COMPANY'S CONSTITUTION
PROPOSAL #2.2: RE-ELECT MR. PETER DUNCAN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH RULE 58.1 OF
THE COMPANY'S CONSTITUTION
PROPOSAL #2.3: ELECT MR. GARRY HOUNSELL AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH RULE 47 OF THE COMPANY'S
CONSTITUTION
PROPOSAL #S.3.1: APPROVE TO REINSERT THE PROPORTIONAL ISSUER YES FOR N/A
TAKEOVER PROVISION CONTAINED IN RULE 86 OF THE COMPANY'S
CONSTITUTION IN THE CONSTITUTION FOR 3 YEARS FROM THE
DATE OF THIS MEETING
PROPOSAL #S.3.2: AMEND THE COMPANY'S CONSTITUTION BY: A) ISSUER YES FOR N/A
DELETING RULE 56.1(F); B) INSERTING A NEW RULE 3A; C)
DELETING RULE 42.1 AND SUBSTITUTING IN ITS PLACE RULE
78; D) DELETING RULE 78 AND SUBSTITUTING IN ITS PLACE
RULE 78; AND E) DELETING RULE 85 AND SUBSTITUTING IN ITS
PLACE RULE 85
PROPOSAL #4.: APPROVE TO RELEASE 500,000 SHARES HELD BY ISSUER YES FOR N/A
THE MANAGING DIRECTOR, MR. M. BROOMHEAD, UNDER THE
SENIOR EXECUTIVE SHARE LOAN PLAN ON 16 DEC 2004 AND
500,000 SHARES ON 06 SEP 2005 ON THE SPECIFIED TERMS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OVERSEAS SHIPHOLDING GROUP, INC.
TICKER: OSG CUSIP: 690368105
MEETING DATE: 6/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: OUDI RECANATI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS B. COLEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARIEL RECANATI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STANLEY KOMAROFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS F. ROBARDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SOLOMON N. MERKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MORTEN ARNTZEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. ZIMMERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOEL I. PICKET ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. FRIBOURG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN R. BATKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. ALLEN ANDREAS III ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: OVERSEAS UNION ENTERPRISE LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 6 CENTS AND A ISSUER YES FOR N/A
SPECIAL DIVIDEND OF 4 CENTS PER ORDINARY SHARE LESS
INCOME TAX FOR THE YE 31 DEC 2004
PROPOSAL #3.: APPROVE THE DIRECTORS FEES OF USD 380,000 ISSUER YES FOR N/A
FOR 2004
PROPOSAL #4.a: RE-APPOINT MR. WEE CHO YAW, PURSUANT TO ISSUER YES FOR N/A
SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50, AS A
DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE UNTIL THE
NEXT AGM OF THE COMPANY
PROPOSAL #4.b: RE-APPOINT MR. LIM BOON KHENG, PURSUANT ISSUER YES FOR N/A
TO SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50, AS A
DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE UNTIL THE
NEXT AGM OF THE COMPANY
PROPOSAL #5.a: RE-ELECT MR. WONG HUNG KHIM, WHO IS ISSUER YES FOR N/A
RETIRING BY ROTATION, AS A DIRECTOR
PROPOSAL #5.b: RE-ELECT MISS KHO PIAC-SUAT, WHO IS ISSUER YES FOR N/A
RETIRING BY ROTATION, AS A DIRECTOR
PROPOSAL #6.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #7.: TRANSACT OTHER BUSINESS ISSUER YES AGAINST N/A
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 161 OF THE COMPANIES ACT, CHAPTER 50 AND THE
LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED, TO ISSUE SHARES IN THE CAPITAL OF THE
COMPANY BY WAY OF RIGHTS, BONUS OR OTHERWISE AT ANY
TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH
PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS DETERMINE,
THE AGGREGATE NUMBER OF SHARES ISSUED NOT EXCEEDING 50%
OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN
ON A PRO-RATA BASIS TO ALL SHAREHOLDERS OF THE COMPANY
DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AT THE TIME OF THE PASSING OF THIS RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PACCAR INC
TICKER: PCAR CUSIP: 693718108
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN M. FLUKE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. TEMBREULL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN F. PAGE ISSUER YES FOR FOR
PROPOSAL #02: STOCKHOLDER PROPOSAL REGARDING ANNUAL SHAREHOLDER YES FOR AGAINST
ELECTION OF THE ENTIRE BOARD OF DIRECTORS
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING DIRECTOR SHAREHOLDER YES AGAINST FOR
VOTE THRESHOLD
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PAGESJAUNES, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR CLOSED ON 31 DEC 2004;
ACCORDINGLY, GRANT PERMANENT DISCHARGE TO THE MEMBERS OF
THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY
PROPOSAL #O.3: APPROVE THE APPROPRIATION OF THE PROFITS ISSUER NO N/A N/A
OF EUR 3,948,522,039.00 AS FOLLOWS: TO THE LEGAL
RESERVE: EUR 94,792.00 10% OF THE SHARE CAPITAL , AFTER
THIS ALLOCATION TO THE LEGAL RESERVE, THE DISTRIBUTABLE
PROFITS AMOUNTS TO EUR 3,948,427,247.00; THE BALANCE
WILL BE APPROPRIATED TO THE CARRY FORWARD ACCOUNT; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.93 PER
SHARE, THIS DIVIDEND WILL BE PAID ON 28 APR 2005;
GLOBAL DIVIDEND: EUR 259,274,337.00; DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AS
REQUIRED BY LAW
PROPOSAL #O.4: APPROVE THAT THE SUMS OF EUR ISSUER NO N/A N/A
39,064,179.00 ACTUALLY ALLOCATED TO THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS ACCOUNT, WILL BE TRANSFERRED
TO THE OTHER RESERVES ACCOUNT; THE AMOUNT OF THIS TAX
OWED TO THIS TRANSFER WILL BE WITHHELD FROM THE OTHER
RESERVES ACCOUNT
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR ISSUER NO N/A N/A
100,000.00 TO THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #O.7: APPROVE TO CANCEL, FOR THE UNUSED PART, ISSUER NO N/A N/A
THE AUTHORIZATION SET FORTH IN RESOLUTION NUMBER 16 AND
GIVEN BY THE CGM OF 27 MAY 2004 TO ISSUE DEBT SECURITIES
OF THE PAGESJAUNES GROUPE
PROPOSAL #O.8: APPOINT MR. JEAN-CLAUDE MARCEAU AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 5 YEARS
PROPOSAL #O.9: AUTHORIZE THE COMPANY TO TRADE IN THE ISSUER NO N/A N/A
COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 30.00;
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
APPROVE TO CANCEL FOR THE PERIOD UNUSED, THE
AUTHORIZATION SET FORTH IN RESOLUTION NUMBER 15 AND
GIVEN BY THE CGM OF 27 MAY 2004 AND GRANT ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
DECIDE THE ISSUE, WITH SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES OF
THE COMPANY AND OF SECURITIES GIVING ACCESS TO ORDINARY
EXISTING SHARES OF THE COMPANY OR TO BE ISSUED AND OF
SECURITIES GIVING ACCESS TO THE COMPANY'S ORDINARY
EXISTING SHARES OR TO BE ISSUED OF WHICH THE COMPANY
OWNS MORE THAN HALF OF THE SHARE CAPITAL THE SUBSIDIARY
; THE MAXIMAL NOMINAL VALUE OF CAPITAL INCREASE TO BE
CARRIED OUT UNDER THIS DELEGATION OF AUTHORITY SHALL NOT
EXCEED EUR 20,000,00 0.00; THE NOMINAL VALUE OF DEBT
SECURITIES ISSUED SHALL NOT EXCEED EUR 20,000,000.00
THIS AMOUNT IS COMMON TO ALL THE DEBT SECURITIES TO BE
ISSUED SET FORTH IN RESOLUTIONS NUMBER O.11, O.14 AND
O.15 BUT IS DIFFERENT OF THE ONE OF THE DEBT SECURITIES
TO BE ISSUED AS PER THE RESOLUTION NUMBER O.18 ;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; GRANT ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
DECIDE, THE ISSUE, WITH WAIVER OF SHAREHOLDERS PRE-
EMPTIVE RIGHTS, OF ORDINARY SHARES OF THE COMPANY AND OR
SECURITIES GIVING ACCESS TO ORDINARY EXISTING SHARES OF
THE COMPANY OR TO BE ISSUED AND, OF SECURITIES GIVING
ACCESS TO THE COMPANY'S ORDINARY EXISTING SHARES OR TO
BE ISSUED OF WHICH THE COMPANY OWNS MORE THAN HALF OF
THE SHARE CAPITAL THE SUBSIDIARY ; THE MAXIMAL NOMINAL
VALUE OF CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR
20,000,000.00; THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 20,000,000.00 THIS AMOUNT
IS COMMON TO ALL THE DEBT SECURITIES TO BE ISSUED SET
FORTH IN THE PREVIOUS RESOLUTION AND THE RESOLUTIONS
NUMBER O.14 AND O.15 BUT IS DIFFERENT OF THE ONE OF THE
DEBT SECURITIES ISSUED AS PER THE RESOLUTION NUMBER O.18
; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; GRANT
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS FOR A ISSUER NO N/A N/A
PERIOD OF 26 MONTHS, CONCERNING THE ISSUES SET FORTH IN
RESOLUTION NUMBER O.11, WITH WAIVER OF SHAREHOLDERS
PRE-EMPTIVE RIGHTS AND WITHIN THE LIMIT OF 10% OF THE
SHARE CAPITAL, TO SET THE PRICE OF ISSUE OF THE ISSUED
ORDINARY SHARES AND, OR OF THE SECURITIES; THE NOMINAL
TOTAL AMOUNT OF THE CAPITAL INCREASE RESULTING FROM THE
ISSUES REALIZED AS PER THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
NUMBER O.11
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
DECIDE FOR THE ISSUES REALIZED AS PER THE RESOLUTIONS
NUMBER O.10 AND O.11, TO INCREASE THE NUMBER OF
SECURITIES TO BE ISSUED, WITH OR WITHOUT THE
SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS;
AUTHORITY EXPIRES AT THE END 26 MONTHS
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A
MAXIMUM NOMINAL AMOUNT OF EUR 20,000,000.00 BY WAY OF
ISSUING ORDINARY SHARES OF THE COMPANY OR SECURITIES
GIVING ACCESS TO THE COMPANY ORDINARY EXISTING SHARES OR
TO BE ISSUED, IN REMUNERATION FOR THE SECURITIES
BROUGHT IN CASE OF A TAKEOVER BID FOR SHARES, REALIZED
BY THE COMPANY ON THE ANOTHER COMPANY'S SECURITIES; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER O.11; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; GRANT ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL THE NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
REPRESENTING 10% OF THE SHARE CAPITAL BY WAY OF ISSUING
ORDINARY SHARES OF THE COMPANY OR SECURITIES GIVING
ACCESS TO THE COMPANY ORDINARY EXISTING SHARES OR TO BE
ISSUED, IN REMUNERATION OF THE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY, WITH WAIVER OF THE SHAREHOLDERS
PRE-EMPTIVE RIGHTS; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO
TAKE ALL THE NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 20,000,000.00 BY WAY OF ISSUING ORDINARY SHARES
OF THE COMPANY TO WHICH THE SECURITIES ISSUED BY A
SUBSIDIARY OR A CONTROLLING COMPANY COULD GIVE RIGHT,
WITH WAIVER OF THE SHAREHOLDERS PRE-EMPTIVE RIGHTS;
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION NUMBER O.11; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; GRANT ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.17: APPROVE, CONSEQUENTLY TO THE ADOPTION OF ISSUER NO N/A N/A
THE PREVIOUS RESOLUTION NUMBERS O.10 TO O.16, THAT THE
MAXIMAL NOMINAL VALUE OF CAPITAL INCREASES TO BE CARRIED
OUT UNDER THESE DELEGATIONS OF AUTHORITY SHALL NOT
EXCEED EUR 20,000,000.00
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 20,000,000.00 ANY
SECURITIES GIVING ACCESS TO DEBT SECURITIES SUCH AS
BONDS, SIMILAR SECURITIES, FIXED TERM OR UNFIXED TERM
SUBORDINATE SECURITIES; AUTHORITY EXPIRES AT THE END OF
26 MONTHS ; GRANT ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS ALL ISSUER NO N/A N/A
POWERS IN ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 20,00,000.00 CEILING , BY
WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR
ADDITIONAL PAID-IN CAPITAL, TO BE CARRIED OUT THROUGH
THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES OR BY UTILIZING BOTH METHODS;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; GRANT ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; FOR
AN AMOUNT NOT EXCEEDING EUR 2,230,000.00; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; GRANT ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL BY CANCELLING ALL OR PART OF
THE ORDINARY SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL
NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS ; GRANT ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
GRANT, IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES OR
OFFICERS, OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIBE
FOR OR TO PURCHASE THE COMPANY'S SHARES, IT BEING
PROVIDED THAT THE OPTIONS SHALL GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES, WHICH SHALL EXCEED 2% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ;
GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.23: AMEND THE ARTICLES OF ASSOCIATION NUMBER ISSUER NO N/A N/A
12 BOARD OF DIRECTORS IN ORDER TO ORGANIZE THE
REPRESENTATION OF PAGESJAUNES GROUPE'S EMPLOYEES WHEN
THE BOARD OF DIRECTORS TAKES PLACE
PROPOSAL #E.24: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
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ISSUER: PARTNERRE LTD.
TICKER: PRE CUSIP: G6852T105
MEETING DATE: 5/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PATRICK A. THIELE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH HANRATTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: REMY SAUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JURGEN ZECH ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE PARTNERRE LTD. 2005 ISSUER YES FOR FOR
EMPLOYEE EQUITY PLAN AND THE RESERVATION OF 1,000,000
ADDITIONAL COMMON SHARES FOR ISSUANCE UNDER THE 2005
EMPLOYEE EQUITY PLAN.
PROPOSAL #03: TO APPROVE AN INCREASE IN THE AUTHORIZED ISSUER YES FOR FOR
SHARE CAPITAL OF THE COMPANY FROM US$150,000,000 TO
US$200,000,000 BY THE CREATION OF 50,000,000
UNDESIGNATED SHARES PAR VALUE US$1.00 PER SHARE.
PROPOSAL #04: TO RE-APPOINT DELOITTE & TOUCHE, THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE ENSUING PERIOD
ENDING WITH THE 2006 ANNUAL GENERAL MEETING AND TO REFER
THE DETERMINATION OF AUDITORS REMUNERATION TO THE
BOARD OF DIRECTORS.
PROPOSAL #05: TO CONSIDER AND TAKE ACTION WITH RESPECT ISSUER YES AGAINST AGAINST
TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL GENERAL MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
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ISSUER: PENN WEST PETE LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE AN ARRANGEMENT INVOLVING PENN ISSUER YES FOR N/A
WEST, PEN WEST ENERGY TRUST, PENN WEST ACQUISITIONCO
INC., AND PENN WEST SECURITYHOLDERS UNDER SECTION 193 OF
THE BUSINESS CORPORATIONS ACT (ALBERTA) AS SPECIFIED
PROPOSAL #2.: APPROVE THE TRUST UNIT RIGHTS INCENTIVE ISSUER YES FOR N/A
PLAN AS SPECIFIED; AND TO GRANT 7,500,000 RIGHTS UNDER
THE TRUST UNIT RIGHTS INCENTIVE PLAN TO VARIOUS
DIRECTORS, OFFICERS AND EMPLOYEES OF THE PENN WEST AT AN
EXERCISE PRICE EQUAL TO THE WEIGHTED AVERAGE TRADING
PRICE FOR THE 5 TRADING DAYS ON THE TSX IMMEDIATELY
PRECEDING THE EFFECTIVE DATE OF THE PLAN OF ARRANGEMENT,
ADJUSTED FOR THE 1 COMMON SHARE FOR 3 TRUST UNIT
EXCHANGE RATIO
PROPOSAL #3.: APPROVE AN EMPLOYEE TRUST UNIT SAVINGS ISSUER YES FOR N/A
PLAN AS SPECIFIED
PROPOSAL #4.1: ELECT MR. WILLIAM E. ANDREW AS A DIRECTOR ISSUER YES FOR N/A
OF THE PENN WEST
PROPOSAL #4.2: ELECT MR. JOHN A. BRUSSA AS A DIRECTOR OF ISSUER YES FOR N/A
THE PENN WEST
PROPOSAL #4.3: ELECT MR. MURRAY NUNNS AS A DIRECTOR OF ISSUER YES FOR N/A
THE PENN WEST
PROPOSAL #4.4: ELECT MR. THOMAS E. PHILLIPS AS A ISSUER YES FOR N/A
DIRECTOR OF THE PENN WEST
PROPOSAL #4.5: ELECT MR. JAMES C. SMITH AS A DIRECTOR OF ISSUER YES FOR N/A
THE PENN WEST
PROPOSAL #5.: APPOINT KPMG LLP, CHARTERED ACCOUNTANTS, ISSUER YES FOR N/A
ALBERTA, AS THE AUDITORS UNTIL THE NEXT AGM OF THE
SHAREHOLDERS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION AS SUCH
PROPOSAL #6.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
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ISSUER: PETROCHINA CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BOARD OF DIRECTORS REPORT FOR ISSUER YES FOR N/A
THE YEAR 2004
PROPOSAL #2.: APPROVE THE SUPERVISORY COMMITTEE REPORT ISSUER YES FOR N/A
FOR THE YEAR 2004
PROPOSAL #3.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
OF THE COMPANY FOR THE YEAR 2004
PROPOSAL #4.: APPROVE THE DECLARATION AND PAYMENT OF A ISSUER YES FOR N/A
FINAL DIVIDEND FOR THE YE 31 DEC 2004 IN THE AMOUNT AND
IN THE MANNER RECOMMENDED BY THE BOARD OF DIRECTORS
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
DETERMINE THE DISTRIBUTION OF INTERIM DIVIDEND FOR THE
YEAR 2005
PROPOSAL #6.: APPROVE THE CONTINUATION OF APPOINTMENT OF ISSUER YES FOR N/A
PRICEWATERHOUSECOOPERS, CERTIFIED PUBLIC ACCOUNTANTS,
AS THE INTERNATIONAL AUDITORS AND PRICEWATERHOUSECOOPERS
ZHONG TIAN CPAS LIMITED COMPANY, CERTIFIED PUBLIC
ACCOUNTANTS, AS THE DOMESTIC AUDITORS OF THE COMPANY FOR
THE YEAR 2005 AND AUTHORIZE THE BOARD OF DIRECTORS OF
THE COMPANY TO FIX THEIR REMUNERATION
PROPOSAL #S.7: AMEND THE ARTICLES OF THE ASSOCIATION: I) ISSUER YES FOR N/A
BY ADDING PARAGRAPH 4 IN THE ARTICLE 35 AS SPECIFIED;
II) BY DELETING THE SPECIFIED WORDS IN ARTICLES 38 AND
60; III) BY DELETING AND REPLACING THE WORDS SPECIFIED
IN ARTICLE 38(1); IV) BY ADDING PARAGRAPH 2 IN ARTICLE
66 AS SPECIFIED; V) THE PARAGRAPH 1 AND 2 OF THE ARTICLE
67 AS SPECIFIED; VI) THE PARAGRAPH 2 OF THE ARTICLE 89
AS SPECIFIED; VII) IN ARTICLE 93 AS SPECIFIED; VIII) IN
ARTICLE 94 AS SPECIFIED; IX) BY AMENDING THE PARAGRAPH 4
OF THE ARTICLE 97 AS SPECIFIED; X) THE ITEM 1 OF THE
ARTICLE 102 AND BY ADDING NEW ITEM 2 TO THE EXISTING
ARTICLE 102 AS SPECIFIED; XI) BY ADDING NEW ITEM 13 TO
THE ARTICLE 121 AS SPECIFIED; AND XII) THE ARTICLE 148
AS SPECIFIED; AND AUTHORIZE THE BOARD OF DIRECTORS TO
MAKE SUCH MODIFICATIONS TO THE ABOVE AMENDMENTS TO THE
ARTICLES OF ASSOCIATION AS REQUIRED BY THE REGULATORY
BODIES
PROPOSAL #S.8: AUTHORIZE THE BOARD OF DIRECTORS TO MAKE ISSUER YES AGAINST N/A
SUCH AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY TO INCREASE THE REGISTERED SHARE CAPITAL OF THE
COMPANY ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN
THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING THE AGGREGATE OF 20% OF THE
AGGREGATE NOMINAL AMOUNT OF THE DOMESTIC SHARES AND
OVERSEAS LISTED FOREIGN SHARES OF THE COMPANY; OTHERWISE
THAN PURSUANT TO A) A RIGHTS ISSUE; OR B) THE EXERCISE
OF OPTIONS OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 12
MONTHS FROM THE PASSING OF THIS RESOLUTION ; THE BOARD
OF DIRECTORS SHALL EXERCISE ITS POWER UNDER SUCH MANDATE
IN ACCORDANCE WITH THE COMPANY LAW OF THE PRC AND THE
RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE OF HONG KONG LIMITED AND ONLY IF ALL NECESSARY
APPROVALS FROM THE CHINA SECURITIES REGULATORY
COMMISSION AND/OR OTHER RELEVANT PRC GOVERNMENT
AUTHORITIES ARE OBTAINED; AND AUTHORIZE THE BOARD OF
DIRECTORS TO APPROVE, EXECUTE AND DO OR PROCURE TO BE
EXECUTED AND DONE, ALL SUCH DOCUMENTS, DEEDS AND THINGS
AS IT MAY DEEM NECESSARY IN CONNECTION WITH THE ISSUE OF
SUCH NEW SHARES INCLUDING, WITHOUT LIMITATION,
DETERMINING THE SIZE OF THE ISSUE, THE ISSUE PRICE, THE
USE OF PROCEEDS FROM THE ISSUE, THE TARGET OF THE ISSUE
AND THE PLACE AND TIME OF THE ISSUE, MAKING ALL
NECESSARY APPLICATIONS TO THE RELEVANT AUTHORITIES,
ENTERING INTO AN UNDERWRITING AGREEMENT OR ANY OTHER
AGREEMENTS , AND MAKING ALL NECESSARY FILINGS AND
REGISTRATIONS WITH THE RELEVANT PRC, HONG KONG AND OTHER
AUTHORITIES, INCLUDING BUT NOT LIMITED TO REGISTERING
THE INCREASED REGISTERED CAPITAL OF THE COMPANY WITH THE
RELEVANT AUTHORITIES IN THE PRC IN ACCORDANCE WITH THE
ACTUAL INCREASE OF CAPITAL AS A RESULT OF THE ISSUANCE
OF SHARES
PROPOSAL #9.: OTHER MATTERS IF ANY ISSUER YES AGAINST N/A
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ISSUER: PETROKAZAKHSTAN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. BERNARD F. ISAUTIER AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.2: ELECT MR. LOUIS W. MACEACHERN AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.3: ELECT MR. JAMES B.C. DOAK AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #1.4: ELECT MR. JACQUES LEFEVRE AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #1.5: ELECT MR. NURLAN J. KAPPAROV AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.6: ELECT MR. JAN BONDE NIELSEN AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #2.: APPOINT TOO DELOITTE & TOUCHE, ALMATY, ISSUER YES FOR N/A
KAZAKHSTAN, AS THE AUDITOR OF THE CORPORATION
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ISSUER: PETROL OFISI A.S.
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND CONSTITUTION OF THE PRESIDING ISSUER NO N/A N/A
COMMITTEE
PROPOSAL #2.: AUTHORIZE THE PRESIDING COMMITTEE TO SIGN ISSUER NO N/A N/A
THE MEETING MINUTES
PROPOSAL #3.: RECEIVE AND DISCUSS THE YEAR 2004 BOARD OF ISSUER NO N/A N/A
DIRECTORS ACTIVITY REPORT, BOARD OF AUDITORS AND
INDEPENDENT EXTERNAL AUDIT COMPANY REPORTS
PROPOSAL #4.: RECEIVE, DISCUSS AND RATIFY THE YEAR 2004 ISSUER NO N/A N/A
BALANCE SHEET AND INCOME STATEMENT
PROPOSAL #5.: DISCUSS AND DECIDE ON THE BOARD OF ISSUER NO N/A N/A
DIRECTORS PROPOSAL ON THE YEAR 2004 PROFITS DISTRIBUTION
PROPOSAL #6.: RATIFY THE CHANGES MADE ON THE MEMBERS OF ISSUER NO N/A N/A
BOARD OF DIRECTORS DURING THE YEAR
PROPOSAL #7.: DISCHARGE THE BOARD OF DIRECTORS MEMBERS ISSUER NO N/A N/A
AND THE AUDITORS SEPARATELY FOR THEIR YEAR 2004
ACTIVITIES
PROPOSAL #8.: ELECT THE AUDITORS AND DETERMINE THEIR ISSUER NO N/A N/A
TERM IN OFFICE AND REMUNERATION
PROPOSAL #9.: DETERMINE THE REMUNERATION OF THE MEMBERS ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS
PROPOSAL #10.: ACKNOWLEDGE THE DONATIONS MADE DURING THE ISSUER NO N/A N/A
YEAR 2004
PROPOSAL #11.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE ISSUER NO N/A N/A
DEBT INSTRUMENTS UP TO THE AMOUNT AUTHORIZED BY THE
PAID CAPITAL AND PURSUANT TO THE ARTICLE 9 OF THE
ARTICLES AND TO THE LIMIT PERMITTED BY THE CAPITAL
MARKET COMMITTEE, TURKISH COMMERCE CODE, CAPITAL MARKET
CODE AND THE RELATED RULES AND REGULATIONS
PROPOSAL #12.: RATIFY THE APPOINTMENT OF THE INDEPENDENT ISSUER NO N/A N/A
EXTERNAL AUDIT COMPANY BY THE BOARDOF DIRECTOR PURSUANT
TO THE COMMUNIQUE ON THE INDEPENDENT EXTERNAL AUDIT IN
THE CAPITAL MARKET
PROPOSAL #13.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO EXERCISE THEIR RIGHTS SUBJECT TO THE
ARTICLES 334 AND 335 OF THE TURKISH COMMERCE CODE
PROPOSAL #14.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
TRANSFER THE DIFFERENTIAL, BETWEEN THE ESTIMATED AND THE
ACTUAL AMOUNTS OF THE CORPORATE TAX FOR THE YEAR 2004,
FROM OR INTO THE EXTRAORDINARY RESERVES
PROPOSAL #15.: CLOSING ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PHELPS DODGE CORPORATION
TICKER: PD CUSIP: 717265102
MEETING DATE: 5/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: A. DUNHAM ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: W. FRANKE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: R. JOHNSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J. STEVEN WHISLER ISSUER YES FOR FOR
PROPOSAL #02: APPROVE THE PHELPS DODGE CORPORATION 2006 ISSUER YES AGAINST AGAINST
EXECUTIVE PERFORMANCE INCENTIVE PLAN
PROPOSAL #03: APPROVE AN AMENDMENT TO THE CORPORATION'S ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON SHARES
PROPOSAL #04: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS
FOR THE YEAR 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PILKINGTON PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR N/A
YE 31 MAR 2004 AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REPORT ON THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 MAR 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 3.25 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE FOR THE FOR THE YE 31 MAR 2004 PAYABLE
ON 30 JUL 2004 TO THE SHAREHOLDERS ON THE REGISTER AT
THE CLOSE OF BUSINESS ON 11 JUN 2004
PROPOSAL #4.: ELECT MR. CHRISTINE MORIN-POSTEL AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. STUART CHAMBERS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. JAMES LENG AS A DIRECTOR OF ISSUER YES ABSTAIN N/A
THE COMPANY
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES AGAINST N/A
REMUNERATION OF THE APPOINTED AUDITORS
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985, TOALLOT EQUITY
SECURITIES SECTION 94 FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 8, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE OR A
SCRIP DIVIDEND ALTERNATIVE IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 31,867,236; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
; AND AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 127,468,944 ORDINARY SHARES OF 50 PENCE EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 50
PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY; AND APPROVE THAT THE
ORDINARY SHARES PURCHASED SHALL BE EITHER: A) CANCELLED
IMMEDIATELY UPON THE COMPLETION OF THE PURCHASE; OR B)
HELD AS TREASURY SHARES PURSUANT TO SECTION 162A OF THE
COMPANIES ACT 1985
PROPOSAL #11.: APPROVE TO EXTEND THE TERM OF THE ISSUER YES FOR N/A
PILKINGTON SENIOR EXECUTIVES SHARE OPTION SCHEME AND
THE PILKINGTON SENIOR EXECUTIVES NO. 2 SHARE OPTION
SCHEME TO 28 AUG 2014
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: POLSKI KONCERN NAFTOWY ORLEN S.A., PLOCK
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/30/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A
PROPOSAL #2.: APPOINT THE MEETING'S CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE STATEMENT OF THE MEETING'S ISSUER NO N/A N/A
LEGAL VALIDITY
PROPOSAL #4.: APPROVE THE AGENDA ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE RESOLUTION CONCERNING THE ISSUER NO N/A N/A
PRODUCTION OF PKN ORLEN'S UNCONSOLIDATED FINANCIAL
STATEMENT ACCORDING TO INTERNATIONAL FINANCIAL REPORTING
STANDARDS STARTING ON 01 JAN 2005
PROPOSAL #6.: APPROVE THE RESOLUTION CONCERNING IN THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.: CLOSURE OF THE MEETING ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: POSCO
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF APPROPRIATION OF
UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #2.1: ELECT THE OUTSIDE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #2.2: ELECT THE OUTSIDE DIRECTORS WHO IS MEMBER ISSUER YES ABSTAIN N/A
OF THE AUDITORS COMMITTEE
PROPOSAL #2.3: ELECT THE EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE THE REMUNERATION LIMIT OF FOR THE ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: POST PUBLISHING PUBLIC CO LTD POST
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MINUTES OF THE OGM OF THE ISSUER YES FOR N/A
COMPANY HELD ON 23 APR 2004
PROPOSAL #2.: RECEIVE THE BOARD OF DIRECTORS AND THE ISSUER YES FOR N/A
COMPANY'S BALANCE AS AT 31 DEC 2004 AND THE STATEMENT OF
INCOME AND RETAINED EARNINGS FOR THE YE ON SAID DATE,
WITH AUDITORS REPORT
PROPOSAL #3.: APPROVE THE PAYMENT OF DIVIDEND FOR THE YE ISSUER YES FOR N/A
31 DEC 2004
PROPOSAL #4.1: ELECT MR. CHARTSIRI SOPHONPANICH AS A ISSUER YES FOR N/A
DIRECTOR, AND RETIRE BY ROTATION
PROPOSAL #4.2: ELECT MR. KUOK KHOON EAN AS A DIRECTOR, ISSUER YES FOR N/A
AND RETIRE BY ROTATION
PROPOSAL #4.3: ELECT DR. SIRI GANJARERNDEE AS A ISSUER YES FOR N/A
DIRECTOR, AND RETIRE BY ROTATION
PROPOSAL #5.: APPROVE THE REMUNERATION OF THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS OF THE COMPANY FOR THE YEAR 2005
PROPOSAL #6.: APPOINT THE AUDITOR TO AUDIT THE COMPANY'S ISSUER YES AGAINST N/A
BOOKS AND ACCOUNTS FOR ITS YE 31 DEC AND FIX THEIR
REMUNERATION
PROPOSAL #7.: OTHER BUSINESS ISSUER YES AGAINST N/A
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ISSUER: PPG INDUSTRIES, INC.
TICKER: PPG CUSIP: 693506107
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHELE J. HOOPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND W. LEBOEUF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT MEHRABIAN ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO ENDORSE THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PRETORIA PORTLAND CEMENT CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 30 SEP 2004 INCLUDING THE
DIRECTORS REPORT AND THE REPORT OF THE AUDITORS
PROPOSAL #2.1: ELECT DR. O. FENN AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #2.2: ELECT MR. C.B. THOMSON AS A DIRECTOR, IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #2.3: RE-ELECT MR. W.A.M. CLEWLOW AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO RETIRES BY ROTATION
PROPOSAL #2.4: RE-ELECT MR. J.E. GOMERSALL AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO RETIRES BY
ROTATION
PROPOSAL #2.5: RE-ELECT MR. A.J. PHILLIPS AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO RETIRES BY ROTATION
PROPOSAL #2.6: RE-ELECT MR. M.J. SHAW AS A DIRECTOR IN ISSUER YES FOR N/A
ACCORDANCE WITH THE PROVISIONS OF THECOMPANY'S ARTICLES
OF ASSOCIATION, WHO RETIRES BY ROTATION
PROPOSAL #3.: APPROVE THAT, WITH EFFECT FROM 01 OCT 2004 ISSUER YES FOR N/A
AND IN TERMS OF ARTICLE 61 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, THE FEES PAYABLE TO: A) NON-EXECUTIVE
DIRECTORS OTHER THAN THE CHAIRMAN FOR THEIR SERVICES
BE INCREASED BY ZAR 5,000 PER PERSON PER ANNUM FROM ZAR
80,000 TO ZAR 85,000; B) THE CHAIRMAN OF THE AUDIT
COMMITTEE BE SET AT ZAR 35,000 PER ANNUM; C) NON-
EXECUTIVE MEMBERS OF THE AUDIT COMMITTEE BE INCREASED BY
ZAR 2,500 PER PERSON PER ANNUM FROM ZAR 22,500 TO ZAR
25,000; D) NON-EXECUTIVE MEMBERS OF THE COMPLIANCE
COMMITTEE BE INCREASED BY ZAR 2,000 PER PERSON PER ANNUM
FROM ZAR 18,000 TO ZAR 20,000; E) NON-EXECUTIVE MEMBERS
OF THE REMUNERATION COMMITTEE BE INCREASED BY ZAR 1,000
PER PERSON PER ANNUM FROM ZAR 5,000 TO ZAR 6,000; F)
NON-EXECUTIVE MEMBERS OF THE NOMINATIONS COMMITTEE BE
INCREASED BY ZAR 1,000 PER PERSON PER ANNUM FROM ZAR
5,000 TO ZAR 6,000; AND G) THE CHAIRMAN FOR SERVICES
RENDERED BE INCREASED BY ZAR 10,000 PER ANNUM FROM ZAR
120,000 TO ZAR 130,000
PROPOSAL #S.4: AMEND ARTICLES 71, 71.4, 71.4.1, 71.4.2, ISSUER YES FOR N/A
71.4.3, 71.4.4 AND 71.4.5 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PRIMEDIA INC.
TICKER: PRM CUSIP: 74157K101
MEETING DATE: 5/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOSEPH Y. BAE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TIMOTHY D. DATTELS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KELLY P. CONLIN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MEYER FELDBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. JOHN GREENIAUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PERRY GOLKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEAN B. NELSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DAVID A. BELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BEVERLY C. CHELL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: HENRY R. KRAVIS ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE CERTAIN AMENDMENTS TO THE 1992 ISSUER YES FOR FOR
STOCK PURCHASE AND OPTION PLAN (AS AMENDED).
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PROMINA GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL ISSUER NO N/A N/A
STATEMENTS OF THE COMPANY TOGETHER WITH THEREPORTS OF
THE DIRECTORS AND THE AUDITORS IN RESPECT OF THE YE 31
DEC 2004
PROPOSAL #2.a: RE-ELECT MR. EWOUD KULK AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH RULE 8.1(D)
OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.b: RE-ELECT MR. GEOFFREY RICKETTS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
RULE 8.1(D) OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.c: ELECT MS. ANNAMARIA HYNES AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH RULE 8.1(C) OF THE
COMPANY'S CONSTITUTION
PROPOSAL #3.: APPROVE, INCLUDING FOR THE PURPOSE OF ASX ISSUER YES FOR N/A
LISTING RULE 10.14 AND THE PROVISION OF FINANCIAL
ASSISTANCE BY PROMINA AND ITS SUBSIDIARIES, THE
PARTICIPATION OF MR. MICHAEL JOHN WILKINS, THE MANAGING
DIRECTOR OF PROMINA, IN THE PROMINA GROUP LIMITED SENIOR
MANAGEMENT PERFORMANCE SHARE PLAN 2003 SMPSP , THE
PROMINA GROUP LIMITED EMPLOYEE SHARE PURCHASE PLAN
EXEMPTION 2003 AND THE PROMINA GROUP LIMITED EMPLOYEE
SHARE PURCHASE PLAN DEFERRAL 2003 ON THE TERMS OF EACH
OF THE PLANS AND AS OTHERWISE SPECIFIED, INCLUDING A
GRANT OF CONDITIONAL ENTITLEMENTS UNDER THE SMPSP UP TO
A MAXIMUM NUMBER OF CONDITIONAL ENTITLEMENTS AS FOLLOWS:
1) 120,000 ENTITLEMENTS IN 2005; 2) 130,000
ENTITLEMENTS IN 2006; AND 3) 140,000 ENTITLEMENTS IN 2007
PROPOSAL #4.: APPROVE, IN ACCORDANCE WITH SECTION ISSUER YES FOR N/A
256C(1) OF THE CORPORATIONS ACT 2001 (CTH), TO REDUCE
THE SHARE CAPITAL OF THE COMPANY BY PAYING THE SUM OF
AUD 0.23 PER FULLY PAID ORDINARY SHARE ON ISSUE ON THE
RECORD DATE
PROPOSAL #S.5: AMEND THE COMPANY'S CONSTITUTION BY ISSUER YES FOR N/A
DELETING CLAUSES 8.1(O) AND 8.1(P)
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ISSUER: PROMOS TECHNOLOGIES INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE 2004 BUSINESS OPERATION ISSUER YES ABSTAIN N/A
PROPOSAL #A.2: APPROVE THE 2004 AUDITED REPORT ISSUER YES ABSTAIN N/A
PROPOSAL #A.3: APPROVE THE STATUS OF TRANSFERRING ISSUER YES ABSTAIN N/A
TREASURY STOCKS
PROPOSAL #A.4: APPROVE THE ISSUING STATUS OF OVERSEAS ISSUER YES ABSTAIN N/A
CONVERTIBLE BONDS
PROPOSAL #A.5: OTHER PRESENTATIONS ISSUER YES ABSTAIN N/A
PROPOSAL #A.6: APPROVE THE STATUS OF ENDORSEMENT AND ISSUER YES ABSTAIN N/A
GUARANTEE
PROPOSAL #A.7: APPROVE THE STATUS OF ASSET ACQUISITION ISSUER YES ABSTAIN N/A
WITH THE AFFILIATED PERSON
PROPOSAL #B.1.1: APPROVE THE 2004 FINANCIAL STATEMENTS ISSUER YES ABSTAIN N/A
PROPOSAL #B.1.2: APPROVE THE 2004 PROFIT DISTRIBUTION; ISSUER YES ABSTAIN N/A
CASH DIVIDEND TWD 0.928 PER SHARE
PROPOSAL #B.2.1: AMEND THE ARTICLES OF INCORPORATION ISSUER YES ABSTAIN N/A
PROPOSAL #B.2.2: APPROVE THE RAISING FUND ISSUER YES ABSTAIN N/A
PROPOSAL #B.2.3: APPROVE THE INVESTMENT IN THE PEOPLE'S ISSUER YES ABSTAIN N/A
REPUBLIC OF CHINA
PROPOSAL #B.2.4: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES ABSTAIN N/A
RETAINED EARNINGS; STOCK DIVIDEND: 92.8/1000 SHARES HELD
PROPOSAL #B.2.5: AMEND THE PROCEDURES OF ASSET ISSUER YES ABSTAIN N/A
ACQUISITION OR DISPOSAL
PROPOSAL #B.3.1: ELECT MR. MIN-LIONG CHEN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.2: ELECT MR. LEN MEI AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.3: ELECT MS. REBECCA TANG AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.4: ELECT MR. HSING TUAN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.5: ELECT MR. JOHN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.6: ELECT MR. JESSIE PENG AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.7: ELECT MR. PAUL S.P. HSU AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.8: ELECT MR. CHUNG-HSIN LEE AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3.9: ELECT MR. CHIKAGAMI YASUSI AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B3.10: ELECT MR. TED HSIAO AS A SUPERVISOR ISSUER YES ABSTAIN N/A
PROPOSAL #B3.11: ELECT MR. TER-CHAO PENG AS A SUPERVISOR ISSUER YES ABSTAIN N/A
PROPOSAL #B3.12: ELECT MR. CHON-SHIN JOU AS A SUPERVISOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.4: APPROVE THE PROHIBITION ON THE DIRECTORS ISSUER YES ABSTAIN N/A
FROM PARTICIPATION IN COMPETITIVE BUSINESS
PROPOSAL #B.5: OTHER ISSUES AND EXTRAORDINARY MOTIONS ISSUER YES ABSTAIN N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PROSEGUR COMPANIA DE SEGURIDAD SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS, THE ISSUER YES FOR N/A
MANAGEMENT REPORT AND THE PROPOSED APPLICATION OF
PROFITS OF THE PROSEGUR COMPANIA DE SEGURIDAD, SOCIEDAD
ANONIMA, AND ITS CONSOLIDATED GROUP, WITH REFERENCE TO
THE YEAR 2004
PROPOSAL #2.: APPROVE THE MANAGEMENT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS DURING THE YEAR 2004
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF A DIVIDEND, TO ISSUER YES FOR N/A
BE DEBITED AGAINST THE RETAINED CASH ACCOUNT
PROPOSAL #4.a: APPROVE AS THE CASE MAY BE, OF THE ISSUER YES FOR N/A
BALANCE OF THE PROSEGUR COMPANIA DE SEGURIDAD, SOCIEDAD
ANONIMA AS OF 31 DEC 2004 AS THE CONSOLIDATED BALANCE
SHEET, UPON EXAMINATION THEREOF BY THE COMPANY AUDITORS,
PRICEWATERHOUSE-COOPERS
PROPOSAL #4.b: APPROVE THE MERGER OF THE CESS COMPANIA ISSUER YES FOR N/A
EUROPEA DE SEGURIDAD, SOCIEDAD ANONIMA, INTO THE
PROSEGUR COMPANIA DE SEGURIDAD, SOCIEDAD ANONIMA THE
MERGER PLAN UNDERSIGNED BY THE BOARD OF DIRECTORS OF THE
2 MERGING COMPANIES ON 29 MAR 2005
PROPOSAL #4.c: APPROVE 01 JAN 2005 AS THE DATE FROM ISSUER YES FOR N/A
WHICH THE ABSORBED COMPANY'S TRANSACTIONS WILL BE
CONSIDERED TO BE, FOR ACCOUNTING PURPOSES, TRANSACTIONS
BELONGING TO THE PREVAILING COMPANY
PROPOSAL #5.a: APPROVE THE BALANCE OF PROSEGUR COMPANIA ISSUER YES FOR N/A
DE SEGURIDAD, SOCIEDAD ANONIMA AS OF31 DEC 2004 AS THE
CONSOLIDATED BALANCE SHEET, UPON EXAMINATION THEREOF BY
THE COMPANY AUDITORS, PRICEWATERHOUSE-COOPERS
PROPOSAL #5.b: APPROVE THE MERGER OF THE ATECYR, ISSUER YES FOR N/A
SOCIEDAD LIMITADA, SOCIEDAD UNIPERSONAL, NORDES
INSTALACIONES, SOCIEDAD ANONIMA, SOCIEDAD UNIPERSONAL,
NORDES SISTEMAS SOCIEDAD ANONIMA, SOCIEDAD UNIPERSONAL,
NORDES MANTENIMIENTO, SOCIEDAD ANONIMA AND NORDES
C.R.A., SOCIEDAD ANONIMA, INTO THE PROSEGUR COMPANIA DE
SEGURIDAD, SOCIEDAD ANONIMA: THE MERGER PLAN UNDERSIGNED
BY THE BOARD OF DIRECTORS OF THE 6 MERGING COMPANIES ON
11 MAY 2005
PROPOSAL #5.c: APPROVE 01 MAY 2005 AS THE DATE FROM ISSUER YES FOR N/A
WHICH THE ABSORBED COMPANY'S TRANSACTIONS WILL BE
CONSIDERED TO BE, FOR ACCOUNTING PURPOSES, TRANSACTIONS
BELONGING TO THE PREVAILING COMPANY
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS FOR THE ISSUER YES FOR N/A
YEARLY FIXING, IN AN AGGREGATED WAY AND WITHIN THE
LIMITS ESTABLISHED BY THE ARTICLES OF ASSOCIATION, OF
THE DIRECTORS REMUNERATION, WHICH WILL BE DIFFERENT FROM
THE WAGES EARNED BY THE EXECUTIVE DIRECTORS OUT OF THE
PERFORMANCE OF THEIR ACTIVITIES RELATED TO THE
EMPLOYMENT, COMMERCIAL OR CORPORATE CONTRACTS WHICH BIND
THEM TO THE COMPANY
PROPOSAL #7.: APPROVE THE RESOLUTION CONCERNING THE ISSUER YES FOR N/A
AUTHORIZATION FOR THE ACQUISITION OF OWN SHARES, AND
AUTHORIZE THE BOARD OF DIRECTORS TO PUT IT INTO EFFECT
PROPOSAL #8.: RE-APPOINT THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #9.: RATIFY THE DISMISSAL OF A DIRECTOR AND ISSUER YES FOR N/A
APPOINT A NEW DIRECTOR, APPOINTMENT OFA DIRECTOR MADE BY
MEANS OF COOPTATION
PROPOSAL #10.: AMEND THE ARTICLES 5, 6, 7, 8, 9, 10, 11, ISSUER YES FOR N/A
12, 13,14, 15, 16, 17, 17 A, 18, 19, 20, 21, 21 A, 22,
23, 24, 25, 26, 27, 28, 29, 30, 31, 32 AND 33 OF THE
ARTICLES OF ASSOCIATION, AND OF THE NEW VERSION OF THE
TEXT, AS AGREED IN PREVIOUS MEETINGS OF THE BOARD DATED
21 DEC 2004 AND 29 MAR 2005
PROPOSAL #11.: AUTHORIZE THE CHAIRPERSON, THE DEPUTY ISSUER YES FOR N/A
CHAIRPERSON, THE SECRETARY AND THE VICE-SECRETARY OF THE
BOARD FOR THE EXECUTION, DEVELOPMENT AND PUBLIC
RECORDING OF THE RESOLUTIONS ADOPTED BY THE MEETING
PROPOSAL #12.: ANY OTHER BUSINESS ISSUER YES FOR N/A
PROPOSAL #13.: APPROVE THE MINUTES OF THE PROCEEDINGS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PROVIDENT FINANCIAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 20.75 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. ROBIN ASHTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. JOHN HARNETT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. JOHN VAN KUFFELER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. CHARLES GREGSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #S.10: GRANT AUTHORITY FOR MARKET PURCHASE OF ISSUER YES FOR N/A
25,517,000 ORDINARY SHARES
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS TO ISSUE EQUITY ISSUER YES FOR N/A
OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS
UP TO AGGREGATE NOMINAL AMOUNT OF GBP 1,322,269
PROPOSAL #12.: APPROVE THE EU POLITICAL DONATIONS AND ISSUER YES FOR N/A
INCUR EU POLITICAL EXPENDITURE UP TO GBP 50,000
PROPOSAL #S.13: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
REGARDING THE RE-ELECTION OF THE DIRECTORS, DIRECTORS
EXPENSES AND IDENTIFICATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT ASTRA INTERNATIONAL TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY THE ANNUAL ACCOUNT FOR ISSUER YES FOR N/A
THE YEAR 2004
PROPOSAL #2.: APPROVE THE PROFIT ALLOCATION ISSUER YES FOR N/A
PROPOSAL #3.a: APPOINT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.b: APPROVE TO CHANGE THE BOARD OF ISSUER YES FOR N/A
COMMISSIONER
PROPOSAL #3.c: APPROVE THE DIRECTORS AND THE ISSUER YES FOR N/A
COMMISSIONERS REMUNERATION
PROPOSAL #4.: APPOINT THE PUBLIC ACCOUNTANT ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE PENSION FUND PROGRAM ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT BANK PAN INDONESIA TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE DIRECTOR'S ANNUAL REPORT ISSUER YES FOR N/A
REGARDING THE COMPANY'S BUSINESS ACTIVITIES; RATIFY THE
FINANCIAL REPORT; APPROVE TO RELEASE AND GRANT DISCHARGE
TO THE DIRECTORS AND THE COMMISSIONERS FROM THEIR
MANAGERIAL AND SUPERVISORY FOR THE BOOK YEAR 2004
PROPOSAL #A.2: APPROVE TO USE PROFIT FOR THE BOOK YE 31 ISSUER YES FOR N/A
DEC 2004 AND DISTRIBUTE DIVIDEND INTERIM FOR BOOK YEAR
2004 WHICH HAVE BEEN DISTRIBUTED ON 04 APR 2005
PROPOSAL #A.3: APPROVE THE HONORARIUM FOR THE ISSUER YES FOR N/A
COMMISSIONERS AND SALARY FOR THE DIRECTORS
PROPOSAL #A.4: APPROVE THE RESTRUCTURING OF THE ISSUER YES FOR N/A
COMPANY'S BOARD
PROPOSAL #A.5: AUTHORIZE THE DIRECTORS TO APPOINT PUBLIC ISSUER YES FOR N/A
ACCOUNTANT FOR THE BOOK YEAR 2005
PROPOSAL #E.1: AMEND ARTICLE 11 VERSE 1 OF THE ARTICLE ISSUER YES AGAINST N/A
OF ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT CITRA MARGA NUSAPHALA PERSADA TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BOND ISSUANCE ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO CHANGE THE BOARD OF ISSUER YES ABSTAIN N/A
COMMISSIONERS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT CITRA MARGA NUSAPHALA PERSADA TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT FOR THE YE 31 ISSUER YES FOR N/A
DEC 2004
PROPOSAL #2.: APPROVE THE BALANCE SHEET REPORT, THE ISSUER YES FOR N/A
PROFIT AND LOSS REPORT FOR THE YE 31 DEC 2004
PROPOSAL #3.: APPROVE THE PROFIT UTILIZATION ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A PUBLIC ACCOUNTANT ISSUER YES FOR N/A
PROPOSAL #5.: APPOINT THE BOARD OF COMMISSIONERS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT INDOFOOD SUKSES MAKMUR TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT FOR BOOK YEAR ISSUER YES FOR N/A
2004
PROPOSAL #2.: APPROVE THE BALANCE SHEET REPORT, PROFIT ISSUER YES FOR N/A
AND LOSS REPORT FOR BOOK YEAR 2004
PROPOSAL #3.: APPROVE TO DETERMINE THE PROFIT UTILIZATION ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT THE PUBLIC ACCOUNTANT FOR BOOK ISSUER YES FOR N/A
YEAR 2005
PROPOSAL #5.: APPROVE TO CHANGE THE BOARD OF DIRECTORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT MATAHARI PUTRA PRIMA TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DIRECTORS REPORT ON THE ISSUER YES FOR N/A
COMPANY'S BUSINESS ACTIVITIES FOR THE BOOK YEAR 2004
PROPOSAL #2.: RATIFY THE BALANCE SHEET AND THE FINANCIAL ISSUER YES FOR N/A
STATEMENT FOR THE BOOK YEAR 2004 AND GRANT DISCHARGE
ACQUIT ET DE CHARGE ALL DIRECTORS AND THE
COMMISSIONERS FROM THEIR RESPECTIVE RESPONSIBILITY OF
THEIR ACTION FOR THE YEAR 2004
PROPOSAL #3.: APPROVE THE PROFIT ALLOCATION PLAN FOR THE ISSUER YES FOR N/A
BOOK YEAR 2004
PROPOSAL #4.: APPOINT THE PUBLIC ACCOUNTANT FOR THE BOOK ISSUER YES FOR N/A
YEAR 2005 AND AUTHORIZE THE DIRECTORS TO DETERMINE
HONORARIUM FOR PUBLIC ACCOUNTANT
PROPOSAL #5.: APPOINT THE COMPANY'S BOARD OF ISSUER YES FOR N/A
COMMISSIONERS AND THE DIRECTORS AND AUTHORIZE THE BOARD
OF COMMISSIONERS TO DETERMINE HONORARIUM, BENEFIT,
SALARY, BONUS AND OR OTHER REMUNERATION FOR THE
COMPANY'S BOARD OF COMMISSIONERS AND THE DIRECTORS
PROPOSAL #6.: OTHER RELATED MATTERS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT MULIA INDUSTRINDO TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DIRECTOR'S REPORT FOR THE BOOK ISSUER YES FOR N/A
YE 31 DEC 2004 AND RATIFY THE BALANCE SHEET AND THE
FINANCIAL STATEMENT FOR THE BOOK YE 31 DEC 2004
PROPOSAL #2.: APPOINT THE PUBLIC ACCOUNTANT FOR THE BOOK ISSUER YES FOR N/A
YEAR 2005 AND AUTHORIZE THE DIRECTORS TO DETERMINE THE
HONORARIUM FOR THE PUBLIC ACCOUNTANT
PROPOSAL #3.: APPROVE TO RESTRUCTURE THE COMPANY'S BOARD ISSUER YES FOR N/A
OF DIRECTORS
PROPOSAL #4.: APPROVE TO DETERMINE THE HONORARIUM FOR ISSUER YES FOR N/A
THE COMMISSIONERS AND AUTHORIZE THE COMMISSIONERS TO
DETERMINE THE SALARY AND TASK FOR THE DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT PERUSAHAAN ROKOK TJAP GUDANG GARAM TBK PT GUDANG GARAM TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT FOR THE YEAR 2004 ISSUER YES FOR N/A
PROPOSAL #2.: RATIFY THE ANNUAL ACCOUNTS FOR THE YEAR ISSUER YES FOR N/A
2004
PROPOSAL #3.: APPROVE THE DIVIDEND DISTRIBUTION ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE DUTY AND RESPONSIBILITY FOR ISSUER YES FOR N/A
THE DIRECTORS
PROPOSAL #5.: APPROVE THE REMUNERATION FOR THE ISSUER YES FOR N/A
COMMISSIONERS
PROPOSAL #6.: APPOINT THE BOARD OF DIRECTORS AND THE ISSUER YES FOR N/A
COMMISSIONERS
PROPOSAL #7.: APPOINT THE PUBLIC ACCOUNTANT ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT SEMEN GRESIK (PERSERO) TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/30/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT FOR THE BOOK ISSUER YES FOR N/A
YEAR 2002 AND 2003
PROPOSAL #2.: APPROVE THE BALANCE SHEET REPORT, PROFIT ISSUER YES AGAINST N/A
AND LOSS REPORT FOR THE BOOK YEAR 2002 AND 2003
PROPOSAL #3.: APPROVE TO DETERMINE PROFIT UTILIZATION ISSUER YES FOR N/A
FOR THE BOOK YEAR 2002 AND 2003
PROPOSAL #4.: APPROVE TO DETERMINE HONORARIUM FOR THE ISSUER YES ABSTAIN N/A
BOOK YEAR 2003, SALARY AND ALLOWANCE FOR THE BOARD OF
DIRECTORS AND THE COMMISSIONERS
PROPOSAL #5.: OTHERS ISSUER YES AGAINST N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PT SEMEN GRESIK (PERSERO) TBK
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF YEAR 2004 ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE FINANCIAL STATEMENT OF YEAR ISSUER YES FOR N/A
2004
PROPOSAL #3.: APPROVE THE PROFIT ALLOCATION ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE REMUNERATION OF THE DIRECTORS ISSUER YES FOR N/A
AND THE COMMISSIONERS
PROPOSAL #5.: APPOINT THE PUBLIC ACCOUNTANT ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE TO BUILD A NEW CEMENT FACTORY ISSUER YES AGAINST N/A
PROPOSAL #7.: APPROVE THE DEVELOPMENT ON SEMEN PADDING ISSUER YES AGAINST N/A
SPECIAL AUDIT
PROPOSAL #8.: APPROVE THE SHAREHOLDER MEETING REPORT ON ISSUER YES AGAINST N/A
30 NOV 2004
PROPOSAL #9.: APPOINT THE DIRECTORS ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PUBLIGROUPE SA, LAUSANNE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2004
PROPOSAL #2.: GRANT DISCHARGE TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE APPROPRIATION OF THE BALANCE ISSUER YES FOR N/A
SHEET PROFIT
PROPOSAL #4.: ELECT THE BOARD OF DIRECTORS ISSUER YES FOR N/A
PROPOSAL #5.: ELECT THE AUDITORS AND GROUP AUDITORS FOR ISSUER YES FOR N/A
THE YEAR 2005
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: QWEST COMMUNICATIONS INTERNATIONAL I
TICKER: Q CUSIP: 749121109
MEETING DATE: 5/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CANNON Y. HARVEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LINDA G. ALVARADO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT ISSUER YES FOR FOR
PROPOSAL #02: MANAGEMENT PROPOSAL - RATIFICATION OF THE ISSUER YES FOR FOR
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR
2005 YOUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR
ITEM 2.
PROPOSAL #03: STOCKHOLDER PROPOSAL - REQUESTING WE ADOPT SHAREHOLDER YES AGAINST FOR
A POLICY THAT ALL MEMBERS OF CERTAIN COMMITTEES OF THE
BOARD OF DIRECTORS SHALL BE INDEPENDENT UNDER A
DEFINITION OF INDEPENDENCE ADOPTED BY THE COUNCIL OF
INSTITUTIONAL INVESTORS YOUR BOARD OF DIRECTORS
RECOMMENDS YOU VOTE AGAINST ITEM 3.
PROPOSAL #04: STOCKHOLDER PROPOSAL - REQUESTING WE SEEK SHAREHOLDER YES AGAINST FOR
STOCKHOLDER APPROVAL OF CERTAIN BENEFITS FOR SENIOR
EXECUTIVES UNDER OUR NON-QUALIFIED PENSION PLAN OR ANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN YOUR BOARD OF
DIRECTORS RECOMMENDS YOU VOTE AGAINST ITEM 4.
PROPOSAL #05: STOCKHOLDER PROPOSAL - REQUESTING WE ADOPT SHAREHOLDER YES AGAINST FOR
A POLICY WHEREBY, IN THE EVENT OF A SUBSTANTIAL
RESTATEMENT OF FINANCIAL RESULTS, OUR BOARD SHALL REVIEW
CERTAIN PERFORMANCE-BASED COMPENSATION MADE TO
EXECUTIVE OFFICERS AND PURSUE LEGAL REMEDIES TO RECOVER
SUCH COMPENSATION YOUR BOARD OF DIRECTORS RECOMMENDS YOU
VOTE AGAINST ITEM 5.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RAUTARUUKKI OY
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/23/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THAT A DIVIDEND OF EUR 0.80 PER ISSUER YES FOR N/A
SHARE WOULD BE PAID FOR THE YEAR 2004; THE DIVIDEND WILL
BE PAID TO A SHAREHOLDER WHO IS INSCRIBED AS A
SHAREHOLDER IN THE REGISTRY OF SHAREHOLDERS MAINTAINED
BY THE FINNISH CENTRAL SECURITIES DEPOSITORY LIMITED ON
THE MATCHING DAY
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THAT THE REMUNERATION OF THE ISSUER YES FOR N/A
BOARD MEMBERS BE EUR 43.200 FOR THE CHAIRMAN, EUR 32.400
FOR THE VICE-CHAIRMAN AND EUR 26.400 FOR THE MEMBERS
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE AUDITOR(S) ISSUER YES AGAINST N/A
PROPOSAL #1.6.1: RE-ELECT MR. JUKKA VIINANEN AS A ISSUER YES ABSTAIN N/A
CHAIRMAN
PROPOSAL #1.6.2: RE-ELECT MR. GEORG EHRNROOTH AS A VICE ISSUER YES ABSTAIN N/A
CHAIRMAN
PROPOSAL #1.6.3: RE-ELECT MR. CHRISTER GRANSKOG AS A ISSUER YES ABSTAIN N/A
MEMBER OF THE BOARD UNTIL THE END OF THE FOLLOWING AGM
PROPOSAL #1.6.4: RE-ELECT MS. PIRKKO JUNTTI AS A MEMBER ISSUER YES ABSTAIN N/A
OF THE BOARD UNTIL THE END OF THE FOLLOWING AGM
PROPOSAL #1.6.5: RE-ELECT MS. MAARIT AARNI AS A MEMBER ISSUER YES ABSTAIN N/A
OF THE BOARD UNTIL THE END OF THE FOLLOWING AGM
PROPOSAL #1.7: RE-ELECT ERNST AND YOUNG OY, AUTHORIZED ISSUER YES AGAINST N/A
PUBLIC ACCOUNTING FIRM, AS THE AUDITOR, UNTIL THE END OF
THE FOLLOWING AGM
PROPOSAL #2.: AUTHORIZE THE BOARD TO RESOLVE TO ISSUER YES FOR N/A
REPURCHASE A MAXIMUM OF 3,800,000 RAUTARUUKKI SERIES K
SHARES BY USING FUNDS AVAILABLE FOR DISTRIBUTION OF
PROFITS 2.74 % OF THE TOTAL NUMBER OF SHARES ; THE
COMPANY POSSESSES 3.072.960 RAUTARUUKKI SERIES K SHARES
REPURCHASED BY VIRTUE OF THE PREVIOUS AUTHORIZATION
GIVEN BY THE AGM 2,21 % OF THE TOTAL NUMBER OF SHARES
PROPOSAL #3.: AUTHORIZE THE BOARD TO DISPOSE A MAXIMUM ISSUER YES FOR N/A
OF 6.872.960 RAUTARUUKKI SERIES K SHARES
PROPOSAL #4.: APPROVE TO ESTABLISH A NOMINATION ISSUER YES AGAINST N/A
COMMITTEE, BY THE MINISTRY OF TRADE AND INDUSTRY OF
FINLAND
PROPOSAL #5.: AMEND THE PROVISIONS ON AGE LIMIT OF THE ISSUER YES AGAINST N/A
ARTICLES OF ASSOCIATION, BY THE MINISTRY OF TRADE AND
INDUSTRY OF FINLAND
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RECKITT BENCKISER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ANNUAL FINANCIAL STATEMENTS FOR ISSUER YES FOR N/A
THE FY 2004, WHICH ENDED ON 31 DEC 2004 AND THE REPORTS
OF THE DIRECTORS AND AUDITORS THEREON
PROPOSAL #2.: APPROVE THE DIRECTOR'S REMUNERATION REPORT ISSUER YES AGAINST N/A
AND THAT PART OF THE REPORT OF THE AUDITORS WHICH
REPORTS THEREON
PROPOSAL #3.: APPROVE A FINAL DIVIDEND OF 18P PER ISSUER YES FOR N/A
ORDINARY SHARE BE PAID ON 26 MAY 2005 TO ALL ORDINARY
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON
04 MAR 2005
PROPOSAL #4.: RE-ELECT MR. ADRIAN BELLAMY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION
PROPOSAL #5.: RE-ELECT MR. GEORGE GREENER AS A DIRECTOR, ISSUER YES FOR N/A
UNDER COMBINED CODE PROVISION A.7.2
PROPOSAL #6.: ELECT MR. GRAHAM MACKAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ALL EXISTING AUTHORITIES, TO ALLOT
RELEVANT SECURITIES WITHIN THE MEANING OF SECTION 80 OF
THE COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 25,438,000 AUTHORITY EXPIRES 5 YEARS FROM
THE DATE OF THE PASSING OF THIS RESOLUTION ; AND THE
DIRECTORS MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD
WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD AND
THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
WITHIN THE MEANING OF SECTION 94 OF THAT ACT FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY THE PREVIOUS
RESOLUTION AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A) OF THE SAID ACT, DISAPPLYING THE STATUTORY PRE-
EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES IN
CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER
OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS AND B) UP TO AN
AGGREGATE NOMINAL VALUE OF GBP 3,815,000 AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY AND AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 7 OF THE COMPANY'S ARTICLES OF ASSOCIATION OF
THE COMPANY AS PER SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES ACT 1985 OF ORDINARY SHARES OF 10 10/19P EACH
IN THE CAPITAL OF THE COMPANY (A) THE MAXIMUM NUMBER OF
ORDINARY SHARES WHICH MAY PURCHASED IS 72,500,000
ORDINARY SHARES REPRESENTING LESS THAN 10% OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL AS AT 06 MAR
2005 ; (B)THE MAXIMUM PRICE AT WHICH ORDINARY SHARES MAY
BE PURCHASED IS AN AMOUNT EQUAL TO 5% ABOVE THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES
AS TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 04 NOV 2006 ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY; (D) ORDINARY SHARES CANCELLED IMMEDIATELY
UPON COMPLETION OF THE PURCHASE OR TRANSFERRED OR
OTHERWISE DEALT WITH AS TREASURY SHARES IN ACCORDANCE
WITH THE PROVISIONS OF THE COMPANIES ACT 1985
PROPOSAL #11.: APPROVE A) THE RECKITT BENCKISER 2005 ISSUER YES FOR N/A
SAVINGS-RELATED SHARE OPTION PLAN, AS SPECIFIED IN THE
NOTICE OF THE 2005 AGM DATED 06 APR 2005 AND IN THE FORM
OF THE DRAFT RULES PRODUCED TO THE MEETING BE AND IS
HEREBY ADOPTED AND THAT THE DIRECTORS OR A COMMITTEE OF
THE BOARD OF DIRECTORS BE AUTHORIZED TO DO ALL ACTS AND
THINGS NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT OR
GIVE EFFECT TO THE SAME INCLUDING ANY CONSEQUENTIAL
AMENDMENTS TO OBTAIN THE APPROVAL OF THE INLAND REVENUE
UNDER THE PROVISIONS OF PART 6, CHAPTER 7 AND SCHEDULE 3
TO THE INCOME TAX (EARNINGS AND PENSIONS) ACT 2003 AND
B) THE DIRECTORS BE AUTHORIZED TO VOTE AND BE COUNTED IN
THE QUORUM ON ANY MATTER CONNECTED WITH THE PLAN
REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT
THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM OR VOTE
IN RESPECT OF HIS OWN PARTICIPATION AND ANY PROHIBITION
ON VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION OF
THE COMPANY BE AND IS HEREBY RELAXED ACCORDINGLY
PROPOSAL #12.: APPROVE A) THE RECKITT BENCKISER 2005 ISSUER YES FOR N/A
GLOBAL STOCK PROFIT PLAN IN THE NOTICE OF THE 2005 AGM
DATED 06 APR 2005, AND IN THE FORM OF THE DRAFT RULES
PRODUCED TO THE MEETING BE ADOPTED AND THAT THE
DIRECTORS, OR A COMMITTEE OF THE BOARD OF DIRECTORS, BE
AUTHORIZED TO DO ALL ACTS AND THINGS NECESSARY OR
DESIRABLE TO AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAME
AND B) THE DIRECTORS BE AUTHORIZED TO VOTE AND BE
COUNTED IN THE QUORUM ON ANY MATTER CONNECTED WITH THE
PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION
EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM OR
VOTE IN RESPECT OF HIS OWN PARTICIPATION AND ANY
PROHIBITION ON VOTING CONTAINED IN THE ARTICLES OF
ASSOCIATION OF THE COMPANY BE RELAXED ACCORDINGLY
PROPOSAL #13.: APPROVE A) THE RECKITT BENCKISER 2005 USA ISSUER YES FOR N/A
SAVINGS-RELATED SHARE OPTION PLAN, IN THE NOTICE OF THE
2005 AGM DATED 06 APR 2005, AND IN THE FORM OF THE
DRAFT RULES PRODUCED TO THE MEETING BE ADOPTED AND THAT
THE DIRECTORS BE AUTHORIZED TO DO ALL ACTS AND THINGS
NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT, OR GIVE
EFFECT TO THE SAME AND (B) THE DIRECTORS BE AUTHORIZED
TO VOTE AND BE COUNTED IN THE QUORUM ON ANY MATTER
CONNECTED WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF
THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT BE
COUNTED IN A QUORUM OR VOTE IN RESPECT OF HIS OWN
PARTICIPATION AND ANY PROHIBITION ON VOTING CONTAINED
IN THE ARTICLES OF ASSOCIATION OF THE COMPANY BE
ACCORDINGLY
PROPOSAL #14.: AMEND THE RULES OF THE RECKITT BENCKISER ISSUER YES FOR N/A
SENIOR EXECUTIVE SHARE OWNERSHIP POLICY PLAN OF THE
NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND IN THE
FORM OF THE DRAFT RULES PRODUCED TO THE MEETING, AND
THAT THE DIRECTORS BE AUTHORIZED TO DO ALL ACTS AND
THINGS NECESSARY OR DESIRABLE TO CARRY IT INTO EFFECT
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: REED ELSEVIER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE YE 31 DEC 2004, TOGETHER WITH THE REPORTS OF
THE DIRECTORS AND AUDITORS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES FOR N/A
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS AND THE
FINANCIAL STATEMENTS 2004
PROPOSAL #3.: DECLARE A FINAL DIVIDEND FOR 2004 ON THE ISSUER YES FOR N/A
COMPANY'S ORDINARY SHARES
PROPOSAL #4.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AT WHICH ACCOUNTS ARE LAID
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #6.: ELECT MR. JAN HOMMEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. ERIK ENGSTROM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. MARK ARMOUR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-ELECT MR. ANDREW PROZES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: AUTHORIZE THE DIRECTORS, SUBJECT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 11 OF THE COMPANY'S
ARTICLES OF ASSOCIATION AND PURSUANT TO SECTION 80 OF
THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES
HAVING OR CONSISTING OF OR GIVING THE RIGHT TO
SUBSCRIBE OR CONVERT INTO SHARES HAVING UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 24.7 MILLION; AUTHORITY
EXPIRES EARLIER THE CONCLUSION THE AGM IN 2006 OR 26
APR 2006
PROPOSAL #S.12: AUTHORIZE THE DIRECTORS, SUBJECT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 12 OF THE COMPANY'S
ARTICLES OF ASSOCIATION AND PURSUANT TO SECTION 95 THE
ACT OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION 4, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 7.9 MILLION;
AND B) THE ALLOTMENT OTHERWISE THAN PURSUANT TO SUB-
PARAGRAPH (I) ABOVE OF EQUITY SECURITIES PURSUANT TO
THE TERMS OF THE REED ELSEVIER GROUP PLC SHARE OPTION
SCHEMES APPROVED BY THE COMPANY; AUTHORITY EXPIRES
EARLIER THE CONCLUSION OF THE AGM IN 2006 OR 26 APR 2006
PROPOSAL #S.13: AUTHORIZE THE COMPANY, SUBJECT TO AN IN ISSUER YES FOR N/A
ACCORDANCE WITH ARTICLE 57 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF
THE COMPANIES ACT 1985 OF UP TO 127 MILLION ORDINARY
SHARES OF 12.5P EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF 12.5P AND UP TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES EARLIER THE
CONCLUSION OF THE AGM IN 2006 OR 26 APR 2006 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: REED ELSEVIER PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. STRAUSS ZELNICK AS A DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RESORTS WORLD BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE FYE 31 DEC 2004 AND THE DIRECTOR'S AND THE
AUDITORS REPORTS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE DIRECTORS FEES OF MYR 575,000 ISSUER YES FOR N/A
FOR THE FYE 31 DEC 2004 2003: MYR548,082
PROPOSAL #4.: RE-ELECT MR. TAN SRI LIM KOK THAY AS A ISSUER YES AGAINST N/A
DIRECTOR, PURSUANT TO ARTICLE 99 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. TAN SRI CLIFFORD FRANCIS ISSUER YES FOR N/A
HERBERT AS A DIRECTOR, PURSUANT TO ARTICLE 99 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-APPOINT MR. TAN SRI ALWI JANTAN AS A ISSUER YES FOR N/A
DIRECTOR, PURSUANT TO SECTION 129 OF THE COMPANIES ACT
1965 TO HOLD OFFICE UNTIL THE NEXT AGM
PROPOSAL #7.: RE-APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTOR, SUBJECT TO THE ISSUER YES FOR N/A
COMPANIES ACT 1965, THE ARTICLES OF ASSOCIATION OF THE
COMPANY AND PURSUANT TO SECTION 132D OF THE COMPANIES
ACT, 1965, TO ISSUE AND ALLOT SHARES IN THE COMPANY FROM
TIME TO TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH PURPOSES AS THE DIRECTORS MAY DEEM FIT PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES ISSUED DOES NOT
EXCEED 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF
THE COMPANY FOR THE TIME BEING AND TO OBTAIN THE
APPROVAL FOR THE LISTING OF AND QUOTATION FOR THE
ADDITIONAL SHARES SO ISSUED ON BURSA MALAYSIA SECURITIES
BERHAD; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE COMPANY, SUBJECT TO ISSUER YES FOR N/A
COMPLIANCE WITH THE COMPANIES ACT, 1965, OFTHE LISTING
REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD BURSA
MALAYSIA OR ANY OTHER REGULATORY AUTHORITIES, TO
UTILIZE AN AMOUNT NOT EXCEEDING THE TOTAL ETAINED
PROFITS AND SHARE PREMIUM OF THE COMPANY TO PURCHASE
SUCH AMOUNT OF ORDINARY SHARES OF MYR 0.05 EACH IN THE
COMPANY AS MAY BE DETERMINED BY THE DIRECTORS OF THE
COMPANY FROM TIME TO TIME ON BURSA MALAYSIA UPON SUCH
TERMS AND CONDITIONS AS THE DIRECTORS MAY DEEM FIT AND
EXPEDIENT IN THE INTEREST OF THE COMPANY PROVIDED THAT
THE AGGREGATE NUMBER OF SHARES TO BE PURCHASED PURSUANT
TO THIS RESOLUTION DOSE NOT EXCEED 109,184,000 ORDINARY
SHARES OF MYR 0.05 EACH REPRESENTING 10% OF THE ISSUED
AND PAID-UP SHARE CAPITAL OF THE COMPANY AS AT 29 APR
2005 BASED ON THE AUDITED FINANCIAL STATEMENTS FOR THE
FYE 31 DEC 2004 THE COMPANY RETAINED PROFITS AND SHARE
PREMIUM ACCOUNTS WERE MYR 5,7602.2 MILLION AND MYR 33.3
MILLION RESPECTIVELY; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY AND THE
DIRECTORS OF THE COMPANY TO DECIDE IN THEIR DISCRETION
TO RETAIN THE ORDINARY SHARES IN THE COMPANY SO
PURCHASED BY THE COMPANY AS TREASURY SHARES AND/OR
CANCEL THEM AND/OR THE TREASURY SHARES OR TO DISTRIBUTE
THEM AS SHARE DIVIDEND AND/OR SUBSEQUENTLY CANCEL THEM;
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE ALL
SUCH STEPS AS ARE NECESSARY INCLUDING THE APPOINTMENT
OF UP TO 2 PARTICIPATING ORGANIZATIONS AS DEFINED IN THE
BURSA MALAYSIA LISTING REQUIREMENTS AND THE OPENING AND
MAINTING OF CENTRAL DEPOSITORY ACCOUNTS DESIGNATED AS
SHARE BUY-BACK ACCOUNTS AND TO ENTER INTO AGREEMENTS
AND ARRANGEMENTS WITH ANY PARTY OR PARTIES TO IMPLEMENT,
FINALISE AND GIVE FULL EFFECT TO THE AFORESAID WITH
FULL POWERS TO ASSENT TO ANY CONDITIONS, MODIFICATIONS,
VARIATIONS AND/OR AMENDMENTS IF ANY AS MAY BE IMPOSED
BY THE RELEVANT AUTHORITIES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RESORTS WORLD BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE: THE COMPANY TO AUTHORIZE SIERRA ISSUER YES FOR N/A
SPRINGS SDN BHD SS , A WHOLLY-OWNED SUBSIDIARY OF
THE COMPANY TO AUTHORIZE RWL, A WHOLLY-OWNED SUBSIDIARY
OF SS, TO ENTER INTO ARRANGEMENT'S AND/OR AGREEMENT'S
FOR THE DISPOSAL BY RWL TO GIPLC OF ITS ENTIRE EQUITY
INTEREST IN GEREMI, COMPRISING 2 ORDINARY SHARES OF USD
1.00 EACH, FOR A CONSIDERATION OF USD 4.6 MILLION TO BE
SATISFIED BY THE ISSUANCE OF 26,136,364 NEW GIPLC SHARES
AT AN ISSUE PRICE OF USD 0.176 PER GIPLC SHARE; AND THE
DIRECTORS OF THE COMPANY, SS AND RWL TO TAKE ALL SUCH
STEPS AND TO ENTER INTO AND EXECUTE ALL COMMITMENTS,
TRANSACTIONS, DEEDS, AGREEMENTS, ARRANGEMENTS,
UNDERTAKINGS, INDEMNITIES, TRANSFERS, ASSIGNMENTS AND
GUARANTEES AS THEY MAY DEEM FIT, NECESSARY, EXPEDIENT
AND/OR APPROPRIATE IN ORDER TO IMPLEMENT, FINALISE AND
GIVE FULL EFFECT TO THE PROPOSED DISPOSAL WITH FULL
POWERS TO ASSENT TO ANY CONDITIONS, MODIFICATIONS,
REVALUATIONS, VARIATIONS AND/OR AMENDMENTS, AS MAY BE
REQUIRED BY ANY RELEVANT AUTHORITY/AUTHORITIES AND/OR
ANY AMENDMENTS, VARIATIONS AND/OR MODIFICATIONS AS THEY
MAY DEEM FIT, NECESSARY, EXPEDIENT AND/OR APPROPRIATE IN
THE INTEREST OF THE COMPANY AND/OR ANY OF ITS AFORESAID
SUBSIDIARIES AS MAY BE APPROVED BY ANY RELEVANT
AUTHORITY/AUTHORITIES IF SUCH APPROVAL'S ARE REQUIRED
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: REXAM PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL REPORT AND ISSUER YES FOR N/A
GROUP ACCOUNTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE THE 2004 FINAL DIVIDEND ON THE ISSUER YES FOR N/A
ORDINARY SHARES
PROPOSAL #4.: ELECT MR. W.R. BARKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. R.L. BORJESSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 6 OF THE COMPANY'S ARTICLES OF ASSOCIATION
AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT
1985 THE ACT , TO ALLOT RELEVANT SECURITIES UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 140,800,000; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM IN 2006
OR 04 AUG 2006
PROPOSAL #S.8: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 7 OF THE COMPANY'S ARTICLES OF ASSOCIATION
AND UNDER SECTION 95 OF THE ACT, TO ALLOT EQUITY
SECURITIES SECTION 94(3A) OF THE ACT , DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE ACT ,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS
ISSUE; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
17,700,000; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR ON 04
AUG 2006
PROPOSAL #S.9: AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ISSUER YES FOR N/A
ARTICLE 11 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND
THE ACT AND FOR THE PURPOSE OF SECTION 166 OF THE
COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION
163 OF THE ACT OF UP TO 55,000,000 MILLION ORDINARY
SHARES OF 64 2/7 PENCE EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 64 2/7 PENCE AND UP TO
105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM IN 2006 OR 04 NOV 2006 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RINKER GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/20/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL REPORT ISSUER YES FOR N/A
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR
THE FYE 31 MAR 2004
PROPOSAL #2.: RECEIVE THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 MAR 2004
PROPOSAL #3.a: RE-ELECT MR. JOHN MORSCHEL AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH CLAUSE 56 OF THE COMPANY'S
CONSTITUTION
PROPOSAL #3.b: RE-ELECT MR. JOHN INGRAM AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH CLAUSE 54 OF THE COMPANY'S
CONSTITUTION
PROPOSAL #4.: APPROVE THAT, WITH EFFECT FROM THE FY ISSUER YES FOR N/A
COMMENCING ON 01 APR 2004, THE AGGREGATE MAXIMUM SUM
AVAILABLE FOR REMUNERATION OF NON-EXECUTIVE DIRECTORS IS
INCREASED BY AUD 400,000 PER YEAR TO AUD 1,250,000 PER
YEAR
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RIO TINTO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THAT THE AUTHORITY AND POWER ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS IN RELATION TO THEIR GENERAL
AUTHORITY TO ALLOT SHARES BY PARAGRAPH (B) OF ARTICLE 9
OF THE COMPANY'S ARTICLES OF ASSOCIATION BE RENEWED FOR
THE PERIOD ENDING ON THE DATE OF THE AGM IN 2006 OR ON
13 APR 2006, WHICHEVER IS LATER, AND FOR SUCH PERIOD THE
SECTION 80 AMOUNT SHALL BE GBP 34.35 MILLION
PROPOSAL #S.2: APPROVE THAT THE AUTHORITY AND POWER ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS IN RELATION TO RIGHTS ISSUES
AND IN RELATION TO THE SECTION 89 AMOUNT BY PARAGRAPH
(B) OF ARTICLE 9 OF THE COMPANY'S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE DATE
OF THE AGM IN 2006 OR ON 13 APR 2006, WHICHEVER IS
LATER, AND FOR SUCH PERIOD THE SECTION 89 AMOUNT SHALL
BE GBP 6.90 MILLION
PROPOSAL #S.3: AUTHORIZE RIO TINTO PLC, RIO TINTO ISSUER YES FOR N/A
LIMITED AND ANY SUBSIDIARIES OF RIO TINTO LIMITED TO
MARKET PURCHASE SECTION 163 OF THE COMPANIES ACT 1985
OF ORDINARY SHARES OF 10P EACH ISSUED BY RIO TINTO PLC
RTP ORDINARY SHARES OF UP TO 106.8 MILLION RTP ORDINARY
SHARES 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE
COMPANY AS AT 14 FEB 2005 AT A MINIMUM PRICE OF 10P
AND NOT MORE THAN 5% ABOVE THE AVERAGE OF MIDDLE MARKET
QUOTATIONS FOR RTP ORDINARY SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY
EXPIRES ON 13 OCT 2006 ; AND ALSO AUTHORIZE THE COMPANY
TO PURCHASE OFF-MARKET FROM RIO TINTO LIMITED AND ANY
OF ITS SUBSIDIARIES ANY RTP ORDINARY SHARES ACQUIRED
UNDER THE AUTHORITY AS SPECIFIED IN THE AGREEMENT FOR
THE PURPOSE OF SECTION 165 OF THE COMPANIES ACT 1985
BETWEEN RIO TINTO PLC AND RIO TINTO LIMITED; AUTHORITY
EXPIRES ON 13 OCT 2006
PROPOSAL #S.4: APPROVE THAT, SUBJECT TO THE CONSENT IN ISSUER YES FOR N/A
WRITING OF THE HOLDER OF THE SPECIAL VOTING SHARE, TO
BUY-BACK BY THE RIO TINTO LIMITED OF FULLY PAID ORDINARY
SHARES IN RIO TINTO LIMITED RTL ORDINARY SHARES IN
THE 12 MONTHS PERIOD FOLLOWING THIS APPROVALS: A) UNDER
1 OR MORE OFF-MARKET BUY-BACK TENDER SCHEMES IN
ACCORDANCE WITH THE TERMS AS SPECIFIED, BUT ONLY TO THE
EXTENT THAT THE NUMBER OF RTL ORDINARY SHARES BOUGHT
BACK UNDER THE BUY-BACK TENDERS, TOGETHER WITH THE
NUMBER OF RTL ORDINARY SHARES BOUGHT BACK ON-MARKET BY
RIO TINTO LIMITED, DOES NOT EXCEED IN THAT 12 MONTH THE
PERIOD 10% OF THE MINIMUM NUMBER OF RTL ORDINARY SHARES
ON ISSUE EXCLUDING FROM THE CALCULATION OF THAT MINIMUM
NUMBER FOR ALL PURPOSES THOSE RTL ORDINARY SHARES HELD
BY OR ON BEHALF OF TINTO HOLDINGS AUSTRALIA PTY LIMITED
THA OR ANY OTHER SUBSIDIARY OF RIO TINTO PLC DURING
SUCH PERIOD; AND B) FOLLOWING ANY BUY-BACK TENDER, FROM
THA UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT
IN THE DRAFT BUY-BACK AGREEMENT BETWEEN RIO TINTO
LIMITED AND THA THA MATCHING BUY-BACK AGREEMENT AS
SPECIFIED
PROPOSAL #S.5: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR N/A
COMPANY AND THE CONSTITUTION OF THE RIO TINTO LIMITED
PROPOSAL #S.6: AMEND, SUBJECT TO THE CONSENT IN WRITTING ISSUER YES FOR N/A
OF THE HOLDER OF THE SPECIAL VOTING SHARE AND SUBJECT
TO THE PASSING OF RESOLUTION 5, THE DLC MERGER SHARING
AGREEMENT DATED 21 DEC 1989 SHARE AGREEMENT BETWEEN
THE COMPANY AND THE RIO TINTO LIMITED BY: A) ADDING SOME
WORDS AT THE END OF THE CLAUSE 5.1.2 (B) OF THE SHARE
AGREEMENT; B) DELETING SOME WORDS IN PARAGRAPH 3 OF THE
SCHEDULE 1 OF THE SHARING AGREEMENT AND REPLACING WITH
NEW WORDS
PROPOSAL #7.: APPROVE, IN ORDER FOR OPTIONS GRANTED TO ISSUER YES FOR N/A
EMPLOYEES RESIDENT IN FRANCE, THE RIO TINTO SHARE
SAVINGS PLAN, TO CONTINUE THE QUALITY FOR FRENCH FAX
APPROVAL, THE GRANT OPTIONS BY THE DIRECTORS TO
EMPLOYEES RESIDENT IN FRANCE PURSUANT TO RIO TINTO SHARE
SAVINGS PLAN RULES AS SPECIFIED
PROPOSAL #8.: ELECT MR. GOODMANSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. ASHTON CALVERT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: ELECT MR. VIVIENNE COX AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: RE-ELECT MR. PAUL SKINNER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY AND AUTHORIZE THE AUDIT COMMITTEE TO
DETERMINE THEIR REMUNERATION
PROPOSAL #13.: APPROVE THE REMUNERATION REPORT AS ISSUER YES FOR N/A
SPECIFIED
PROPOSAL #14.: RECEIVE THE COMPANY'S FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE REPORT OF THE DIRECTORS AND AUDITORS
FOR THE YE 31 DEC 2004
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RITEK CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE 2004 FINANCIAL STATEMENTS ISSUER YES ABSTAIN N/A
PROPOSAL #1.2: APPROVE THE APPROPRIATION FOR OFFSETTING ISSUER YES ABSTAIN N/A
DEFICIT OF THE YEAR 2004
PROPOSAL #1.3: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES ABSTAIN N/A
PROPOSAL #1.4: APPROVE THE REVISION TO THE PROCEDURES OF ISSUER YES ABSTAIN N/A
ASSET ACQUISITION OR DISPOSAL
PROPOSAL #1.5: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES ABSTAIN N/A
RETAINED EARNINGS TO ENJOY THE PREFERENTIAL TAX
PROPOSAL #2: OTHER ISSUES AND EXTRA ORDINARY MOTIONS ISSUER YES ABSTAIN N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RMB HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/24/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O1: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
OF THE COMPANY AND THE GROUP FOR THEYE 30 JUN 2004
PROPOSAL #2.O21: RE-ELECT MR. GERRIT THOMAS FERREIRA AS ISSUER YES ABSTAIN N/A
A DIRECTOR, WHO RETIRES BY ROTATION INTERMS OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #2.O22: RE-ELECT MR. PAUL KENNETH HARRIS AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES BY ROTATION IN TERMS OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #2.O23: RE-ELECT MR. LAURITZ LANSER DIPPENAAR ISSUER YES ABSTAIN N/A
AS A DIRECTOR, WHO RETIRES BY ROTATION IN TERMS OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.O3: APPROVE THE REMUNERATION OF THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.O4: APPROVE THE DIRECTORS FEES FOR THE YE ISSUER YES FOR N/A
30 JUN 2005 AS: FOR THE BOARD: THE CHAIRMAN ZAR
1,600,000 AND THE DIRECTOR ZAR 65,000; FOR THE AUDIT
COMMITTEE: THE CHAIRMAN ZAR 45,000 AND A MEMBER ZAR
22,000 AND THE AD HOC MEETINGS PER HOUR ZAR 2,000
PROPOSAL #5.O5: RE-APPOINT THE PRICEWATERHOUSECOOPERS ISSUER YES FOR N/A
INC. AS THE AUDITORS OF THE COMPANY UNTIL THE NEXT AGM
PROPOSAL #6.O6: AUTHORIZE THE DIRECTORS TO FIX AND PAY ISSUER YES FOR N/A
THE AUDITORS REMUNERATION FOR THE YE 30 JUN 2004
PROPOSAL #7.O7: APPROVE THAT ALL THE UNISSUED SHARES IN ISSUER YES AGAINST N/A
THE COMPANY BE PLACED UNDER THE CONTROL OF THE DIRECTORS
UNTIL THE FORTHCOMING AGM AND AUTHORIZE THE DIRECTORS
TO ALLOT AND ISSUE SHARES IN THE COMPANY, SUBJECT TO THE
COMPANIES ACT ACT 61 OF 1973 , AS AMENDED THE
COMPANIES ACT , THE ARTICLES OF ASSOCIATION OF THE
COMPANY AND THE JSE SECURITIES EXCHANGE SOUTH AFRICA
JSE LISTING REQUIREMENTS
PROPOSAL #8.O8: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, SUBJECT TO THE COMPANIES ACTAND THE LISTING
REQUIREMENTS OF THE JSE, TO ISSUE TO EQUITY SHARES IN
THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF THE COMPANY
FOR CASH, NOT EXCEEDING IN AGGREGATE IN ANY ONE FY, 15%
OF THE NUMBER OF EQUITY SHARES IN THE ISSUE OF THAT
CLASS AT THE MAXIMUM PERMITTED DISCOUNT OF 10% OF THE
AVERAGE CLOSING PRICE OF SUCH SHARES OVER THE 30
PREVIOUS DAYS PRIOR TO THE DATE THAT THE PRICE OF THE
ISSUE IS DETERMINED OR AGREED BY THE DIRECTORS OF THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM
OR 15 MONTHS FROM THE DATE OF THIS AGM ; A PRESS
ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE IMPACT
ON NET ASSET VALUE AND EARNINGS PER SHARE, WILL BE
PUBLISHED AT THE TIME OF ANY ISSUE REPRESENTING, ON A
CUMULATIVE BASIS WITHIN ONE FY, 5% OR MORE OF THE NUMBER
OF SHARES IN ISSUE PRIOR TO THE ISSUE/S
PROPOSAL #9.S1: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
IN TERMS OF THE COMPANY'S ARTICLES OFASSOCIATION, TO
REPURCHASE ISSUED SHARES IN THE COMPANY OR TO PERMIT A
SUBSIDIARY OF THE COMPANY TO PURCHASE SHARES IN THE
COMPANY, AS AND WHEN DEEMED APPROPRIATE, THAT ANY SUCH
REPURCHASE BE EFFECTED THROUGH THE ORDER BOOK OPERATED
BY THE JSE TRADING SYSTEM AND DONE WITHOUT ANY PRIOR
UNDERSTANDING OR AGREEMENT BETWEEN THE COMPANY AND THE
COUNTER PARTY, NOT EXCEEDING IN AGGREGATE 20% OF THE
NUMBER OF SHARES IN THE COMPANY'S ISSUED SHARE CAPITAL
IN ANY 1 FY PROVIDED THAT A SUBSIDIARY OF THE COMPANY
MAY NOT HOLD AT ANY 1 TIME MORE THAN 10% OF THE NUMBER
OF ISSUED SHARES OF THE COMPANY, AT A PRICE OF NO MORE
THAN 10% ABOVE THE WEIGHTED AVERAGE MARKET PRICE OF SUCH
SHARES OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OR 15 MONTHS ; A
PAID PRESS ANNOUNCEMENT WILL BE PUBLISHED, WHEN THE
COMPANY OR ITS SUBSIDIARIES HAVE REPURCHASES IN
AGGREGATE 3% OF THE INITIAL NUMBER OF SHARES IN ISSUE,
AS AT THE TIME THAT THE GENERAL AUTHORITY WAS GRANTED
AND FOR EACH 3% IN AGGREGATE OF THE INITIAL NUMBER OF
SHARES WHICH IS ACQUIRED THEREAFTER
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROGERS COMMUNICATIONS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE RESTRICTED SHARE UNIT PLAN TO ISSUER YES FOR N/A
INCREASE THE NUMBER OF CLASS B NON-VOTING SHARES
RESERVED FOR ISSUANCE FROM 50,916 TO 2,000,000
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL BANK OF SCOTLAND GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE REPORT AND THE ISSUER YES FOR N/A
ACCOUNTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT DR. J.M. CURIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT SIR FRED GOODWIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT SIR STEVE ROBSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. A.S. HUNTER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. C.J. KOCH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. J.P. MACHALE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: APPROVE TO CREATE ADDITIONAL ORDINARY ISSUER YES FOR N/A
SHARES AND RENEW THE AUTHORITY TO ALLOT ORDINARY SHARES
PROPOSAL #S.13: APPROVE TO RENEW THE PRE-EMPTION ISSUER YES FOR N/A
AUTHORITY
PROPOSAL #S.14: APPROVE TO ALLOW THE PURCHASE OF OWN ISSUER YES FOR N/A
SHARES
PROPOSAL #15.: APPROVE TO CREATE ADDITIONAL DOLLAR ISSUER YES FOR N/A
PREFERENCE SHARES AND RENEW THE AUTHORITY TO ALLOT
PREFERENCE SHARES
PROPOSAL #16.: APPROVE THE LONG TERM INCENTIVE PLAN ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL DUTCH PETROLEUM CO, DEN HAAG
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT FOR THE YEAR 2004 ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTS 2004; ISSUER NO N/A N/A
FINALIZATION OF THE BALANCE SHEET AS AT 31 DEC 2004 AND
THE PROFIT AND LOSS ACCOUNT FOR THE YEAR 2004 AND THE
NOTES TO THE BALANCE SHEET AND THE PROFIT AND LOSS
ACCOUNT
PROPOSAL #3.A: APPROVE THE RESERVES AND DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #3.B: DECLARE THE TOTAL DIVIDEND FOR THE YEAR ISSUER NO N/A N/A
2004
PROPOSAL #4.A: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
MANAGEMENT BOARD FOR THE YEAR 2004
PROPOSAL #4.B: GRANT DISCHARGE THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR THE YEAR 2004
PROPOSAL #5.: RE-APPOINT MR. L.R. RICCIARDI OR MS. ISSUER NO N/A N/A
SCHELTEMA AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #6.: GRANT AUTHORITY TO ACQUIRE ORDINARY SHARES ISSUER NO N/A N/A
OF THE COMPANY
PROPOSAL #7.: APPROVE TO CANCEL THE ORDINARY SHARES HELD ISSUER NO N/A N/A
BY THE COMPANY
PROPOSAL #8.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #9.A: APPROVE THE PUBLIC EXCHANGE OFFER ISSUED ISSUER NO N/A N/A
BY ROYAL DUTCH SHELL PLC FOR ALL ORDINARY SHARES IN
EQUITY CAPITAL OF THE COMPANY
PROPOSAL #9.B: APPROVE THE IMPLEMENTATION AGREEMENT ISSUER NO N/A N/A
PROPOSAL #10.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
PROPOSAL #11.A: APPOINT MR. JACOBS (1ST CHOICE) OR MR. ISSUER NO N/A N/A
P.L. FOLMER (2ND CHOICE) AS A NON-EXECUTIVE MEMBER OF
THE BOARD OF MANAGEMENT
PROPOSAL #11.B: APPOINT MS. MORIN-POSTEL (1ST CHOICE) OR ISSUER NO N/A N/A
MS. K.M.A. DE SEGUNDO (2ND CHOICE) AS A NON-EXECUTIVE
MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #11.C: APPOINT MR. LOUDON (1ST CHOICE) OR MR. ISSUER NO N/A N/A
R. VANDER VLIST (2ND CHOICE) AS A NON-EXECUTIVE MEMBER
OF THE BOARD OF MANAGEMENT
PROPOSAL #11.D: APPOINT MR. RICCIARDI (1ST CHOICE) OR ISSUER NO N/A N/A
MS. M.A. SCHELTEMA (2ND CHOICE) AS A NON-EXECUTIVE
MEMBER OF THE BOARD OF MANAGEMENT
PROPOSAL #12.: ADOPT THE REMUNERATION POLICY FOR THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #13.: APPROVE THE ALTERED LONG-TERM INCENTIVE ISSUER NO N/A N/A
PLAN
PROPOSAL #14.: APPROVE THE ALTERED RESTRICTED SHARE PLAN ISSUER NO N/A N/A
PROPOSAL #15.: APPROVE THE ALTERED DEFERRED BONUS PLAN ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ROYAL P & O NEDLLOYD N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/11/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE THIRD QUARTER RESULTS OF 2004 ISSUER NO N/A N/A
PROPOSAL #2.a: APPOINT MR. J.A.M. LIGTHART AS A NON- ISSUER NO N/A N/A
EXECUTIVE DIRECTOR
PROPOSAL #2.b: APPOINT MR. OLAV K. RAKKENES AS A NON- ISSUER NO N/A N/A
EXECUTIVE DIRECTOR
PROPOSAL #2.c: APPOINT MR. RUTGER P.M. VAN SLOBBE AS A ISSUER NO N/A N/A
EXECUTIVE DIRECTOR
PROPOSAL #3.: APPROVE THE EMPLOYEES SHARES PURCHASE PLAN ISSUER NO N/A N/A
PROPOSAL #4.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #5.: CLOSURE ISSUER NO N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: RYOSAN CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, INCLUDING THE ISSUER YES FOR N/A
FOLLOWING DIVIDENDS: INTERIM JY20, FINAL JY 40, SPECIAL
JY 0
PROPOSAL #2: AMEND ARTICLES TO: DECREASE AUTHORIZED ISSUER YES FOR N/A
CAPITAL TO REFLECT SHARE REPURCHASE
PROPOSAL #3.1: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT DIRECTOR ISSUER YES FOR N/A
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SABRE HOLDINGS CORPORATION
TICKER: TSG CUSIP: 785905100
MEETING DATE: 5/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BOB L. MARTIN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL S. GILLILAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. THOMAS ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005.
PROPOSAL #03: APPROVAL OF THE AMENDMENT TO THE ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
PROPOSAL #04: APPROVAL OF THE AMENDMENTS TO THE ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO BETTER REFLECT CORPORATE
GOVERNANCE PRACTICES AND CLARIFY EXISTING WORDING.
PROPOSAL #05: APPROVAL OF THE AMENDED AND RESTATED 2005 ISSUER YES FOR FOR
LONG-TERM INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAGE GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 30 SEP 2004 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND RECOMMENDED BY ISSUER YES FOR N/A
THE DIRECTORS OF 1.719 PENCE PER ORDINARY SHARE FOR THE
YE 30 SEP 2004 TO BE PAID ON 11 MAR 2005 TO MEMBERS
WHOSE NAMES APPEAR ON THE REGISTER ON 11 FEB 2005
PROPOSAL #3.: RE-ELECT MR. L.C.N. BURY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: RE-APPOINT MR. D.H. CLAYTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT MR. A.J. HOBSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT MS. T. INGRAM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS ISSUER YES AGAINST N/A
LLP AS THE AUDITORS TO THE COMPANY AND AUTHORIZE THE
DIRECTORS TO DETERMINE THEIR REMUNERATION
PROPOSAL #8.: APPROVE THE REMUNERATION REPORT FORWARDED ISSUER YES FOR N/A
TO SHAREHOLDERS WITH THE NOTICE OF AGM
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 6 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM NOMINAL
AMOUNT OF GBP 4,272,671; AUTHORITY SHALL EXPIRE AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 7 OF THE COMPANY'S ARTICLE OF ASSOCIATION,
TO ALLOT EQUITY SECURITIES FOR CASH AND THAT, FOR THE
PURPOSES OF PARAGRAPH 1(B) OF ARTICLE 7, UP TO A NOMINAL
AMOUNT OF GBP 640,900 AND THE POWER GIVEN TO THE
DIRECTORS BY THIS RESOLUTION BE EXTENDED SALES FOR CASH
OF ANY SHARES WHICH THE COMPANY MAY HOLD AS TREASURY
SHARES
PROPOSAL #S.11: AUTHORIZE THE COMPANY, TO MAKE ONE OR ISSUER YES FOR N/A
MORE MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT
1985 OF ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY, MAXIMUM NUMBER OF ORDINARY SHARES UP
TO128,180,153 IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE WHICH MAY BE PAID FOR EACH SUCH ORDINARY
SHARE IS ITS NOMINAL VALUE AND NOT MORE THAN 105% OF THE
AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY
SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, FOR THE 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER ON 03 MAR 2006 OR AT THE CONCLUSION
OF THE NEXT AGM
PROPOSAL #S.12: ADOPT THE REGULATIONS AS THE ARTICLE OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR ALL
EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #13.: APPROVE THE AMENDMENT TO THE INDIVIDUAL ISSUER YES FOR N/A
LIMIT IN THE RULES OF THE SAGE GROUP 1999 EXECUTIVE
SHARE OPTION SCHEME THE SCHEME SUMMARIZED IN THE
DIRECTORS REPORT FORWARDED TO SHAREHOLDERS WITH THE
NOTICE OF AGM AND MARKED UP ON THE RULES OF THE SCHEME
AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND
THINGS AS THEY MAY CONSIDER NECESSARY OR EXPEDIENT TO
GIVE EFFECT TO THIS AMENDMENT
PROPOSAL #14.: APPROVE THE SAGE GROUP PLC PERFORMANCE ISSUER YES FOR N/A
SHARE PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAIPEM SPA, SAN DONATO MILANESE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE STATUTORY FINANCIAL STATEMENTS ISSUER NO N/A N/A
AS OF 31 DEC 2004, CONSOLIDATED FINANCIAL STATEMENTS,
DIRECTORS REPORT, THE BOARD OF STATUTORY AUDITORS AND
THE INDEPENDENT AUDITORS; THE NET INCOME ALLOCATION
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS, AS PER ISSUER NO N/A N/A
ARTICLE 2357 OF THE ITALIAN CIVIL CODE TO PURCHASE, OVER
A PERIOD OF 18 MONTHS FROM THE DATE OF SHAREHOLDERS
APPROVAL, UP TO NO. 2,000,000 TREASURY SHARES OF A
NOMINAL VALUE OF 1 EURO EACH AT A PRICE NOT LOWER THAN
THEIR NOMINAL VALUE BUT NOT HIGHER THAN 5% OF THE
REFERENCE PRICE ON THE DAY PRECEDING EACH PURCHASE,
WHICH SHALL TAKE PLACEON THE TELEMATIC STOCK MARKET OF
THE ITALIAN STOCK EXCHANGE AND FOR AN OVERALL AMOUNT NOT
EXCEEDING EUR 24,000,000
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS AS PER ISSUER NO N/A N/A
ARTICLE 2357 TER OF THE ITALIAN CIVILCODE, TO ALLOCATE
UP TO A MAXIMUM OF 2,000,000 TREASURY SHARES TO THE
STOCK GRANT AND STOCK OPTION SCHEMES
PROPOSAL #4.1: APPROVE TO FIX THE NUMBER OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #4.2: ELECT THE DIRECTORS - MAJORITY SLATE ISSUER NO N/A N/A
PROPOSAL #4.3: ELECT THE DIRECTORS - MINORITY ISSUER NO N/A N/A
SHAREHOLDERS SLATE
PROPOSAL #4.4: APPROVE THE REMUNERATION OF THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #5.1: APPOINT INTERNAL STATUTORY AUDITORS AND ISSUER NO N/A N/A
ITS CHAIRMAN - MAJORITY SLATE
PROPOSAL #5.2: APPOINT INTERNAL STATUTORY AUDITORS - ISSUER NO N/A N/A
MINORITY SLATE
PROPOSAL #5.3: APPROVE THE REMUNERATION OF THE INTERNAL ISSUER NO N/A N/A
STATUTORY AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAMPO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #1.2: APPROVE THE ACTIONS ON PROFIT OR LOSS AND ISSUER YES FOR N/A
TO PAY A DIVIDEND OF EUR 0.20 PER SHARE
PROPOSAL #1.3: GRANT DISCHARGE FROM LIABILITY ISSUER YES FOR N/A
PROPOSAL #1.4: APPROVE THE REMUNERATION OF THE BOARD ISSUER YES FOR N/A
MEMBERS
PROPOSAL #1.5: APPROVE THE REMUNERATION OF THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #1.6: RE-ELECT MESSRS. TOM BERGLUND, ANNE ISSUER YES FOR N/A
BRUNILA, GEORG EHRNROOTH, JYRKI JUUSELA, OLLI-PEKKA
KALLASVUO, CHRISTOFFER TAXELL, MATTI VUORIA AND BJ
WAHLROOS AS THE BOARD MEMBERS
PROPOSAL #1.7: ELECT ERNST & YOUNG OY AS THE AUDITORS OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ISSUER YES FOR N/A
ON BUYING BACK SAMPO A SHARES HAVING A COUNTER-BOOK
VALUE OF EUR 0.17 PER SHARE NOT AN EXACT VALUE , USING
FUNDS AVAILABLE FOR PROFIT DISTRIBUTION AS SPECIFIED
PROPOSAL #3.: AMEND ARTICLES 2, 8 AND 17 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SAMSUNG ELECTRS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT AND THE STATEMENT OF THE APPROPRIATION OF
RETAINED EARNING DRAFT FOR THE 36TH FY FROM 01 JAN
2004 TO 31 DEC 2004; THE CASH DIVIDEND EXCLUDING
INTERIM DIVIDENDS , DIVIDEND PER SHARE: KRW 5,000
COMMON AND KRW 5,050 PREFERRED
PROPOSAL #2.: APPROVE TO APPOINT THE MR. IN-JOO KIM AS ISSUER YES ABSTAIN N/A
AN EXECUTIVE DIRECTOR AS SPECIFIED
PROPOSAL #3.: APPROVE TO LIMIT THE REMUNERATION FOR THE ISSUER YES FOR N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANKYO CO LTD, GUNMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PROFIT APPROPRIATION FOR THE ISSUER YES FOR N/A
NO.40 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JPY 45 PER SHARE JPY 70 ON A YEARLY BASIS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SANOFI-AVENTIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/23/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THE AMALGAMATION-MERGER ISSUER NO N/A N/A
PROJECT OF AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004,
UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL
CONTRIBUTE THE TOTAL OF ITS ASSETS (EUR
41,208,544,876.00), WITH THE CORRESPONDING TAKING-OVER
OF ALL ITS LIABILITIES (EUR 14,099,319,197.00) AND
APPROVE THE TERMS AND CONDITIONS OF THIS AGREEMENT; NET
WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE THE
PAYMENT FOR THE CONTRIBUTIONS ACCORDING TO A RATIO OF
EXCHANGE OF 27 SANOFI-AVENTIS SHARES AGAINST 23 AVENTIS
SHARES AND THE OPERATION SHALL BE FINAL ON 31 DEC 2004;
CONSEQUENTLY, THE GENERAL MEETING DECIDES TO INCREASE
THE SHARE CAPITAL BY EUR 38,245,770.00 TO INCREASE IT
FROM EUR 2,784,562,864.00 TO EUR 2,822,808,634.00, BY
THE CREATION OF 19,122,885 NEW FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH, TO BE DISTRIBUTED AMONG THE
SHAREHOLDERS OF THE ACQUIRED COMPANY, WITH A RATIO OF
EXCHANGE OF 27 SANOFI-AVENTIS SHARES AGAINST 23 AVENTIS
SHARES, BEARING AN ACCRUING DIVIDEND AS DECIDED AFTER
THEIR ISSUE; THE MERGER SURPLUS OF EUR 508,561,335.00
SHALL BE REGISTERED IN A MERGER SURPLUS ACCOUNT; THE
AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS FOR THE
SANOFI-AVENTIS SHARES IT HOLDS, WHICH REPRESENTS EUR
27,894,216.00 SHALL BE CHARGED TO THE MERGER SURPLUS
ACCOUNT, THUS AMOUNTING TO EUR 536,455,551.00; CAPITAL
LOSS ON TRANSFERRED SHARES: EUR 25,277,722,121.00
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT ISSUER NO N/A N/A
TO THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE
NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO WITHDRAW
FROM THE MERGER PREMIUM ALL NECESSARY AMOUNTS IN ORDER
TO: FUND THE LEGAL RESERVE: 10% OF THE CAPITAL EXISTING
AFTER THE AMALGAMATION-MERGER, FUND THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS: EUR 319,518,918.00; FUN
OTHER RESERVES AND PROVISIONS TO CHARGE ALL FEES,
EXPENSES AND RIGHT RESULTING FROM THE AMALGAMATION-
MERGER; THE GENERAL MEETING ALSO DECIDES TO CHARGE THE
CAPITAL LOSS ON TRANSFERRED SHARES TO THE SHARE PREMIUM,
THUS AMOUNTING TO EUR 9,863,155,240.00
PROPOSAL #3.: APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS ISSUER NO N/A N/A
IN THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE AVENTIS EQUITY WARRANTS SHALL GIVE RIGHT
TO SANOFI-AVENTIS SHARES AND THEIR NUMBER SHALL
CORRESPOND TO THE NUMBER OF AVENTIS SHARES THESE EQUITY
WARRANTS SHALL GIVE RIGHT AFTER THE IMPLEMENTATION OF
THE RATIO OF EXCHANGE OF 27 AGAINST 23; THE GENERAL
MEETING DECIDES TO RELINQUISH, TO THE BENEFIT OF THE
EQUITY WARRANT HOLDERS, TO THE PRE-EMPTIVE RIGHT OF
SUBSCRIPTION TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN
ORDER TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM
NUMBER OF 301,986; AND APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #4.: APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS ISSUER NO N/A N/A
IN ALL THE OBLIGATIONS RESULTING FROM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRANTING THE RIGHT TO THE SUBSCRIBE AVENTIS
SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL, SANOFI-
AVENTIS SHARES SHALL BE ALLOTTED TO THE BENEFICIARIES OF
OPTIONS GRANTING THE RIGHT TO SUBSCRIBE AVENTIS SHARES;
THE GENERAL MEETING DECIDES TO RELINQUISH, TO THE
BENEFIT OF THE OPTION HOLDERS, TO THE PRE-EMPTIVE RIGHT
OF SUBSCRIPTION TO SHARES TO BE ISSUED BY SANOFI-AVENTIS
IN ORDER TO INCREASE THE SHARE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #5.: ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE ISSUER NO N/A N/A
DEFINITELY REALIZED ON 31 DEC 2004, AND THAT
CONSEQUENTLY, AVENTIS SHALL BE DISSOLVED WITHOUT
LIQUIDATION ON 31 DEC 2004
PROPOSAL #6.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER NO N/A N/A
FOLLOWS: ARTICLE 6 (SHARE CAPITAL): THE SHARE CAPITAL IS
SET AT EUR 2,822,808,634.00 AND IS DIVIDED INTO
1,411,404,317 FULLY PAID-UP SHARES OF A PAR VALUE OF EUR
2.00 EACH
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, BY WAY OF ISSUING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES GIVING
ACCESS TO SANOFI-AVENTIS CAPITAL TO THE BENEFIT OF THE
COMPANY'S EMPLOYEES, IN ACCORDANCE WITH THE LEGAL
PROVISIONS OF ARTICLE: L.225-138 C AND L 443-5 C;
AUTHORITY IS GIVEN FOR A PERIOD EXPIRING ON 23 AUG 2006
; AUTHORIZE THE BOARD OF DIRECTORS TO MAKE USE OF
RESOLUTIONS 8 AND 10 OF THE COMBINED GENERAL MEETING OF
23 JUN 2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS
EMPLOYEES FREE SHARES OR OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE PRESENT DELEGATION CANCELS ALL PREVIOUS
DELEGATIONS IN ORDER TO INCREASE SANOFI-AVENTIS CAPITAL
BY WAY OF ISSUING SHARES GRANTED TO EMPLOYEES, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTIONS AND IT CANCELS
AND REPLACES, FOR ITS PART UNUSED, THE DELEGATION GIVEN
IN RESOLUTION 11 AT THE GENERAL MEETING OF 23 JUN 2004
PROPOSAL #8.: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER TO
ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE
PRESCRIBED BY LAW
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ISSUER: SANOFI-AVENTIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: ACKNOWLEDGE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE GENERAL REPORT OF THE AUDITORS AND
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: ACKNOWLEDGE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE TRANSFER OF THE AMOUNT OF EUR ISSUER NO N/A N/A
200,000,000.00, PURSUANT TO THE ARTICLE 39 OF THE
AMENDED FINANCE LAW, POSTED TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE ON LONG-
TERM CAPITAL GAINS BEING TAKEN IN TO ACCOUNT (EUR
4,987,500.00) ; DISTRIBUTABLE PROFITS : EUR
3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR
1,693,685,180.40, CARRIED FORWARD ACCOUNT : EUR
1,318,895,125.38; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
PROPOSAL #O.4: ACKNOWLEDGE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITORS
FOR A PERIOD OF 6 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. PIERRE COLL AS PRICEWATERHOUSECOOPERS AUDIT'S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR ANY EARLIER AUTHORITY, TO TRADE THE
COMPANY'S SHARES ON THE STOCK EXCHANGE AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL NOT
EXCEED EUR 12,702,638,858.00 AND, MAXIMUM NUMBER OF
SHARES TO BE TRADED: 10%; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.8: APPROVE TO END TO THE DELEGATION GRANTED ISSUER NO N/A N/A
TO THE BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6 AND
GIVEN BY THE GENERAL MEETING OF 13 JUN 2004, IN ORDER TO
ISSUE BONDS
PROPOSAL #O.9: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 1,400,000,000.00, BY WAY OF
ISSUING, WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED THE PREFERENTIAL SHARE EXCLUDED ,
SHARES OR ANY SECURITIES GIVING RIGHT TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED BY THE
RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF THE PRESENT
MEETING IS SET AT EUR 1,600,000,000.00; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ANY EARLIER AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR
ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS THE
PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY SECURITIES
GIVING RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO THE
ALLOCATION OF DEBT SECURITIES; THE AMOUNT SHALL COUNT
AGAINST THE VALUE OF THE OVERALL CEILING SET FORTH IN
RESOLUTION OF THE PRESENT MEETING AND THOSE GRANTED BY
THE RESOLUTIONS ; AUTHORITY IS GIVEN FOR A PERIOD OF 26
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITY, TO
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
500,000,000.00, BY WAY OF CAPITALIZING PREMIUMS,
RESERVES, PROFITS, PREMIUMS OR ANY OTHER MEANS PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE
BY-LAWS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF PAR VALUE OF EXISTING SHARES, OR
BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.12: APPROVE THAT THE BOARD OF DIRECTORS MAY ISSUER NO N/A N/A
DECIDE TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME PRICE THAN
THE ONE OF THE INITIAL ISSUE WITHIN THE LIMIT OF 15% OF
THE INITIAL ISSUE ; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASED AGAINST THE OVERALL VALUE SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY AUTHORITY, TO INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR OF
THE MEMBERS OF ONE OR MORE OF THE COMPANY SAVINGS PLANS
OF THE GROUP SANOFI-AVENTIS AND AN AMOUNT WHICH SHALL
NOT EXCEED 2% OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT WHICH COULD BE REALIZED ACCORDING TO THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF AL AND ANY EARLIER AUTHORITIES, TO
GRANT, IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A
SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING SHARES
REPURCHASED BY THE COMPANY, PROVIDED THAT THE OPTIONS
SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH
SHALL NOT EXCEED 2.5 OF THE SHARE CAPITAL; THE NOMINAL
MAXIMUM AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO SUBSCRIBE
FOR SHARES, IN ACCORDANCE WITH THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE CEILING SET FORTH IN THE
RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
PROCEED WITH THE ALLOCATIONS FREE OF CHARGE OF THE
COMPANY'S EXISTING SHARES OR TO BE ISSUED THE
PREFERENTIAL SHARES BEING EXCLUDED , IN FAVOR OF
BENEFICIARIES TO BE CHOSEN FROM THE EMPLOYEES AND THE
OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE
CAPITAL; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
WHICH WOULD BE REALIZED IN ACCORDANCE WITH THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE CEILING SET FORTH IN
THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION OF ALL AND ANY EARLIER AUTHORITIES, TO
REDUCE THE SHARE CAPITAL BY CANCELING THE COMPANY'S SELF
DETAINED SHARES, IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED
IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE SHARE
CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.17: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
PRESCRIBED BY LAW
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ISSUER: SANTOS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL REPORT FOR THE YE 31 ISSUER NO N/A N/A
DEC 2004 AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS THEREON
PROPOSAL #2.a: ELECT MR. KENNETH A. DEAN AS A DIRECTORS, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH ARTICLE 96 OF THE
COMPANY'S CONSTITUTION
PROPOSAL #2.b: ELECT MR. CHRISTOPHER J. RENCY AS A ISSUER YES FOR N/A
DIRECTORS, WHO RETIRES IN ACCORDANCE WITH ARTICLE 96 OF
THE COMPANY'S CONSTITUTION
PROPOSAL #2.c: ELECT MR. PETER C. BARNETT AS A ISSUER YES FOR N/A
DIRECTORS, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 99 OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.d: ELECT MR. MICHAEL A. O LEARY AS A ISSUER YES FOR N/A
DIRECTORS, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 99 OF THE COMPANY'S CONSTITUTION
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ISSUER: SARA LEE CORPORATION
TICKER: SLE CUSIP: 803111103
MEETING DATE: 10/28/2004 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J. MANLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V. JORDAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. THOMAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. RIDGWAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L. KOELLNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.T. BATTENBERG III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: I. PROSSER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. VAN LEDE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. STEVEN MCMILLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. COKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. BARNES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. DAVIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. CROWN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS SARA LEE'S INDEPENDENT
AUDITORS FOR FISCAL 2005.
PROPOSAL #03: TO VOTE ON A STOCKHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
REGARDING CHARITABLE CONTRIBUTIONS.
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ISSUER: SBC COMMUNICATIONS INC.
TICKER: SBC CUSIP: 78387G103
MEETING DATE: 4/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DONLEY RITCHEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY S. METZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN K. EBY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LYNN M. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TONI REMBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GILBERT F. AMELIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD E. WHITACRE, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES F. KNIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AUGUST A. BUSCH III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
PROPOSAL #03: APPROVAL OF STOCK PURCHASE AND DEFERRAL ISSUER YES FOR FOR
PLAN
PROPOSAL #04: STOCKHOLDER PROPOSAL A SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: STOCKHOLDER PROPOSAL B SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: STOCKHOLDER PROPOSAL C SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: STOCKHOLDER PROPOSAL D SHAREHOLDER YES FOR AGAINST
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ISSUER: SCHERING-PLOUGH CORPORATION
TICKER: SGP CUSIP: 806605101
MEETING DATE: 4/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KATHRYN C. TURNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT F.W. VAN OORDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HANS W. BECHERER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF DESIGNATION OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF SHAREHOLDER YES FOR AGAINST
DIRECTORS
PROPOSAL #04: SHAREHOLDER PROPOSAL ON ANIMAL TESTING SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: SCHIBSTED ASA
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE BOARD OF ALMA MEDIA TO SELL ISSUER NO N/A N/A
THE BROADCASTING DIVISION OR TO PARTICIPATE IN OTHER
MEASURES RELATED TO THE RESTRUCTURING OF THE
BROADCASTING SECTOR; IN VIEW OF ALL CIRCUMSTANCES,
SCHIBSTED IS OF THE VIEW THAT IT IS ENTITLED TO INVOKE
THE CONDITION FOR COMPLETION OF THE TENDER OFFER
CONTAINED IN SECTION 2.3 ITEM 3 OF THE TENDER DOCUMENT
DATED 03 JAN 2005 A MATERIAL ADVERSE CHANGE AND THAT
IT DOES NOT HAVE AN OBLIGATION TO COMPLETE THE TENDER
OFFER UNLESS IT DECIDES TO WAIVE SUCH CONDITION
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SCHIBSTED ASA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE CHAIRMAN OF THE AGM ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE NOTICE AND AGENDA FOR THE AGM ISSUER NO N/A N/A
PROPOSAL #3.: ELECT 2 REPRESENTATIVES TO COUNTERSIGN THE ISSUER NO N/A N/A
AGM MINUTES TOGETHER WITH THE CHAIRMAN OF THE AGM
PROPOSAL #4.: APPROVE THE ANNUAL ACCOUNT OF 2004 FOR ISSUER NO N/A N/A
SCHIBSTAD ASA AND SCHIBSTAD GROUP INCLUDING THE REPORT
FROM THE BOARD OF DIRECTOS FOR THE YEAR 2004
PROPOSAL #5.: APPROVE THE DIVIDEND OF NOK 3.25 PER SHARE ISSUER NO N/A N/A
EXCLUDING SHARES HELD BY THE COMPANY
PROPOSAL #6.: APPROVE THE AUDITOR'S REMUNERATION OF NOK ISSUER NO N/A N/A
708.000
PROPOSAL #7.: AUTHORIZE THE BOARD TO ACQUIRE COMPANY ISSUER NO N/A N/A
SHARES UNTIL THE AGM IN 2006
PROPOSAL #8.: APPROVE THE ELECTION COMMITTEE'S REVIEW OF ISSUER NO N/A N/A
ITS WORK IN THE PERIOD 2004-2005
PROPOSAL #9.: AMEND SECTION 8, SUBSECTION 2 AND SECOND ISSUER NO N/A N/A
SENTENCE OF THE ARTICLES OF ASSOCIATION
PROPOSAL #10.: ELECT THE BOARD MEMBERS AND THE DEPUTIES ISSUER NO N/A N/A
PROPOSAL #11.: APPROVE THE ELECTION COMMITTEE'S FOR THE ISSUER NO N/A N/A
BOARD REMUNERATION FOR THE PERIOD OF 2005-2006
PROPOSAL #12.: ELECT THE DEPUTY TO THE ELECTION COMMITTEE ISSUER NO N/A N/A
PROPOSAL #13.: APPROVE THE REMUNERATION FOR THE MEMBERS ISSUER NO N/A N/A
AND THE DEPUTY OF THE ELECTION COMMITTEE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SCOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE STATUTORY AUDITORS, APPROVE THE
CORPORATE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR
THE FYE 2004; AND THE REPORTS OF THE CHAIRMAN OF THE
BOARD OF DIRECTORS AND THE AUDITOR ON THE INTERNAL AUDIT
PROCEDURES
PROPOSAL #O.2: ACKNOWLEDGE THAT THE RESULT OF FY SHOWS ISSUER NO N/A N/A
NET INCOME OF EUR 12,723,570.00; APPROVE TO APPROPRIATE
THE RESULT INCREASED BY THE RETAINED EARNINGS AS
FOLLOWS: LEGAL RESERVE 5% OF THE INCOMES OF THE FY :
EUR -571,001.00, BALANCE: EUR 12,152,569.00, PRIOR
RETAINED EARNINGS: EUR (-)1,303,558.00, DISTRIBUTABLE
PROFITS: EUR 10,849,011.00, GLOBAL DIVIDEND: EUR (-)
24,578,072.00, CHARGES UPON THE PREMIUMS LINKED TO THE
SHARE CAPITAL EUR 25,477,918.00 (A) : EUR
13,729,061.00, CARRY FORWARD ACCOUNT: EUR 0.00 (A) AFTER
THE DRAWING UPON THE SHARE PREMIUM, THIS ONE AMOUNTS TO
EUR 11,748,857.00, WHICH REMAINS BEYOND THE AMOUNT OF
THE INSTALLATION EXPENSES TO BE AMORTIZED EUR
8,900,159.00 ; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 0.03 PER SHARE AND WILL ENTITLE NATURAL
PERSONS TO THE 50% ALLOWANCE; THIS DIVIDEND WILL BE PAID
ON 15 JUN 2005; THE AMOUNT OF THE DIVIDEND
CORRESPONDING TO THE SELF-HELD SHARES AT THE PAYMENT
DATE OF THE DIVIDEND WILL BE ALLOCATED TO THE RETAINED
EARNINGS ACCOUNT
PROPOSAL #O.3: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ON THE GROUP MANAGEMENT AND THE GENERAL REPORT
OF THE STATUTORY AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY 2004, SHOWING A NET
CONSOLIDATED INCOME OF EUR 68,651,288.00
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ALLAN CHAPIN AS A DIRECTOR FOR 6 YEARS
PROPOSAL #O.6: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. DANIEL HAVIS AS A DIRECTOR FOR 6 YEARS
PROPOSAL #O.7: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. JEAN SIMONNET AS A DIRECTOR FOR 6 YEARS
PROPOSAL #O.8: RATIFY THE CO-OPTATION OF MR. HELMAN LE ISSUER NO N/A N/A
PAS DE SECHEVAL AS A DIRECTOR FOR THEREMAINDER OF THE
TERM OF OFFICE OF MR. JEAN DALIGAND WHO RESIGNED, I.E.
UP TO THE GENERAL MEETING CALLED TO DELIBERATE ON THE
FINANCIAL STATEMENTS FOR FYE 31 DEC 2008
PROPOSAL #O.9: APPROVE TO RENEW THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. GEORGES CHODRON DE COURCEL AS A CONTROL AGENT FOR 2
YEARS
PROPOSAL #O.10: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 800,000.00 TO THE BOARD OF DIRECTORS MEMBERS FOR FYE
31 DEC 2005
PROPOSAL #O.11: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY GIVEN BY RESOLUTION 14 OF
THE GENERAL MEETING OF 18 MAY 2004, TO TRADE IN THE
COMPANY'S SHARES ON THE STOCK MARKET, AS PER THE
FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 2.20,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE
CAPITAL THE MAXIMUM AMOUNT LIABLE TO BE USED FOR SUCH
REPURCHASES WILL HAVE TO BE CARRIED OUT IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE L. 225-210 OF THE FRENCH
COMMERCIAL CODE; AUTHORITY EXPIRES AT THE END OF 18
MONTHS
PROPOSAL #O.12: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THISMEETING IN ORDER TO
ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
PROPOSAL #E.13: ACKNOWLEDGE THE CONTRIBUTION IN KIND ISSUER NO N/A N/A
AGREEMENT BETWEEN THE COMPANY, HIGHFIELDS CAPITAL LTD.,
HIGHFIELDS CAPITAL I.L.P., HIGHFIELDS CAPITAL II. L.P.
AND HIGHFIELDS CAPITAL SPC, APPROVE ALL THE TERMS OF THE
CONTRIBUTION AGREEMENT BETWEEN THE COMPANY AND THE IRP
HOLDINGS LIMITED COMPANY, THE VALUATION OF THE
CONTRIBUTION AND THE CONSIDERATION FOR IT, PROVIDED THAT
RESOLUTIONS O.15 AND O.16 ARE ADOPTED; AND THE NET
ACCOUNTING FAIR VALUE OF THE CONTRIBUTIONS MADE TO THE
COMPANY, AMOUNTING TO EUR 183,132,117.84, I.E. 139.144
SHARES OF THE IRP HOLDINGS LIMITED COMPANY
PROPOSAL #E.14: APPROVE THE INCREASE OF THE SHARE ISSUER NO N/A N/A
CAPITAL IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND
AND THE INCREASE OF THE NUMBER OF NEW SHARES TO BE
ISSUED IN ORDER TO REMUNERATE THE CONTRIBUTIONS; THESE
NEW SHARES SHALL RANK PARI PASSU WITH THE OLD SHARES AND
SHALL BEAR AN ACCRUING DIVIDEND AS OF 01 JAN 2005; AND
THE CONTRIBUTION PREMIUM AND ITS APPROPRIATION; PURSUANT
TO THE APPROVAL OF THE ABOVE CONTRIBUTIONS, ACKNOWLEDGE
THAT THE CAPITAL INCREASE IS COMPLETED AND APPROVE TO
AMEND ARTICLE 6 OF THE ASSOCIATION: ARTICLE 6 (CAPITAL
STOCK): THE SHARE CAPITAL IS SET AT EUR (1) AND IS
DIVIDED INTO (1) SHARES, EACH OF A PAR VALUE OF EUR
0.78770 EACH, WITH A CONTRIBUTION PREMIUM OF (1); (1)
THIS NUMBER WILL BE COMPLETED THE DAY OF THE MEETING
BEFORE THE VOTE OF THE RESOLUTIONS E.13 AND E.14
PROPOSAL #O.15: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY SET FORTH IN RESOLUTIONS 6
ET 8 AND GIVEN BY THE GENERAL MEETING OF 18 MAY 2004,
TO INCREASE THE SHARE CAPITAL PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 135,000,000.00,
BY WAY OF ISSUING, WITH WAIVER OF THE SHAREHOLDERS
PREFERRED SUBSCRIPTION RIGHTS, ORDINARY SHARES OR
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL AND,
EXCLUSIVELY, WITH A VIEW TO ORGANIZE THE FINANCING OR
REFINANCING BY THE COMPANY OF THE REPURCHASE OF THE
SHARE BALANCE AND OF THE VOTING RIGHTS OF THE IRP
HOLDINGS LIMITED COMPANY; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS ; THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION O.21; THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
275,000,000.00; TO CHARGE THE SHARE ISSUANCE COSTS
AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE
PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL
RESERVE TO ONE-TENTH OF THE NEW CAPITAL AFTER EACH
INCREASE; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE NUMBER OF SHARES AND/OR SECURITIES TO BE
ISSUED IN THE EVENT OF A CAPITAL INCREASE, WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS, WITHIN
30 DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD AND
WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE AND AT THE
SAME PRICE AS THE ONE OF THE INITIAL ISSUE; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY GIVEN IN RESOLUTION 3
GIVEN BY THE GENERAL MEETING OF 18 MAY 2004, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN,
PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN
THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY SET FORTH IN RESOLUTION 4
AND GIVEN BY THE CGM OF 18 MAY 2004, TO GRANT, IN ONE OR
MORE TRANSACTIONS, TO EMPLOYEES OR OFFICERS, OPTIONS
GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN
THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL
INCREASE, OR TO PURCHASE EXISTING SHARES PURCHASED BY
THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL
EXCEED 12,000,000; AUTHORITY EXPIRES AT THE END OF 18
MONTHS ; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL
VALUE OF 166,000,000.00 SET FORTH IN RESOLUTION O.21;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; TO CHARGE THE SHARE ISSUANCE COST
AGAINST THE RELATED PREMIUMS
PROPOSAL #O.19: AUTHORIZE THE SUPERVISORY BOARD, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY SET FORTH IN RESOLUTION 15
AND GIVEN BY OF THE GENERAL MEETING OF 18 MAY 2004, TO
PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY'S
EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 14,500,000 SHARES; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.20: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY SET FORTH IN RESOLUTION 7
OF THE CGM OF 18 MAY 2004, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE
DISCRETION, IN FAVOR OF THE COMPANY'S EMPLOYEES OR ITS
SUBSIDIARIES WHO ARE MEMBERS OF A COMPANY SAVING PLAN;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; TOTAL NUMBER
OF SHARES SHALL NOT EXCEED 12,000,000; THIS NOMINAL
AMOUNT OF THE SHARE CAPITAL INCREASE SHALL COUNT AGAINST
THE OVERALL VALUE OF EUR 166,000,000.00 SET FORTH IN
RESOLUTION O.21; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; TO CHARGE THE
SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS
PROPOSAL #O.21: APPROVE THAT THE OVERALL NOMINAL AMOUNTS ISSUER NO N/A N/A
PERTAINING TO: THE CAPITAL INCREASESTO BE CARRIED OUT
WITH THE USE OF THE AUTHORITY GIVEN BY RESOLUTIONS O.15,
O.16, O.18, O.19 AND O.20 SHALL NOT EXCEED EUR
166,000,000.00, THE ISSUE OF SHARES AND/OR SECURITIES
GIVING ACCESS TO THE SHARE CAPITAL, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHT, TO BE
CARRIED OUT WITH THE USE OF THE AUTHORITY GIVEN BY
RESOLUTIONS O.15 AND O.16 SHALL NOT EXCEED
135,000,000.00, THE OPTIONS OF SHARES SUBSCRIPTION AND
THE OPTIONS OF SHARES PURCHASE TO BE CARRIED OUT WITH
THE USE OF THE AUTHORITY GIVEN BY THE RESOLUTION O.18
WILL GIVE RIGHT TO A MAXIMUM NUMBER OF SHARES WHICH
SHALL NOT EXCEED 12,000,000, THE TOTAL NUMBER OF BONUS
SHARES TO BE ALLOCATED WITH THE USE OF THE AUTHORITY
GIVEN BY THE RESOLUTION O.19 SHALL NOT EXCEED
14,500,000, THE SHARE CAPITAL INCREASE LIABLE TO BE
DECIDED WITH THE USE OF THE AUTHORITY GIVEN BY THE
RESOLUTION 20 WILL GIVE RIGHT TO A MAXIMUM NUMBER OF
SHARES WHICH SHALL NOT EXCEED 12,000,000
PROPOSAL #O.22: APPROVE TO BRING THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION INTO CONFORMITY WITH THE CURRENTLEGAL AND
REGULATORY REQUIREMENTS, WITH PARTICULAR REFERENCE TO
THE ORDER NO. 2004-604 OF 24 JUN 2004 REFORMING THE
SYSTEM OF THE SECURITIES ISSUED BY COMMERCIAL COMPANIES
AND MODIFY ARTICLE 7 OF ASSOCIATION: TYPE AND TRANSFER
OF SHARES
PROPOSAL #O.23: GRANT ALL POWERS TO THE BEARER OF A COPY ISSUER NO N/A N/A
OR AN EXTRACT OF THE MINUTES OF THISMEETING IN ORDER TO
ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SECOM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES ABSTAIN N/A
DIVIDEND - ORDINARY DIVIDEND JPY 50
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES ABSTAIN N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES ABSTAIN N/A
FOR DIRECTORS
PROPOSAL #5.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES ABSTAIN N/A
DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SEIKO EPSON CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: FINAL ISSUER YES FOR N/A
DIVIDEND JY 13
PROPOSAL #2.: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND STATUTORY AUDITORS
PROPOSAL #3.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SEMBCORP MARINE LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF ISSUER YES FOR N/A
THE LISTING MANUAL CHAPTER 9 OF THE SGX-ST, FOR THE
COMPANY, ITS SUBSIDIARIES AND ASSOCIATED COMPANIES THAT
ARE ENTITIES AT RISK AS THAT TERM IS USED IN CHAPTER 9
, OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS
FALLING WITHIN THE TYPES OF INTERESTED PERSON
TRANSACTIONS AS SPECIFIED WITH ANY PARTY WHO IS OF THE
CLASS OF INTERESTED PERSONS, PROVIDED THAT SUCH
TRANSACTIONS ARE MADE ON NORMAL COMMERCIAL TERMS AND IN
ACCORDANCE WITH THE REVIEW PROCEDURES FOR SUCH
INTERESTED PERSON TRANSACTIONS; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND
DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL
SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONSIDER
EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE
COMPANY TO GIVE EFFECT TO THE SHAREHOLDERS MANDATE
AND/OR THIS RESOLUTION
PROPOSAL #2.: APPROVE TO MODIFY : (1) RULE 8 (A) OF THE ISSUER YES AGAINST N/A
SEMBCORP MARINE EXECUTIVES SHARE OPTION SCHEME; (2)
RULE 11.1 OF THE SEMBCORP MARINE SHARE OPTION PLAN; (3)
RULE 9.1 OF THE SEMBCORP MARINE PERFORMANCE SHARE PLAN
AND (4) RULE 9.1 OF THE SEMBCORP MARINE RESTRICTED STOCK
PLAN
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SEMBCORP MARINE LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE AUDITED ACCOUNTS FOR THE YE 31 DEC 2004
PROPOSAL #2.: APPROVE THE PAYMENT OF A FINAL DIVIDEND OF ISSUER YES FOR N/A
1.0 CENTS PER SHARE LESS INCOME TAX AND A SPECIAL
DIVIDEND OF 5.0 CENTS PER SHARE LESS INCOME TAX FOR THE
YE 31 DEC 2004
PROPOSAL #3.: RE-ELECT MR. KIYOTAKA MATSUZAWA, WHO WILL ISSUER YES FOR N/A
RETIRE BY ROTATION PURSUANT TO ARTICLE 91 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. HARUO KUBOTA INDEPENDENT ISSUER YES FOR N/A
MEMBER OF THE AUDIT COMMITTEE AS A DIRECTOR, WHO WILL
CEASE TO HOLD OFFICE PURSUANT TO ARTICLE 97 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. LUA CHENG ENG AS A DIRECTOR, ISSUER YES FOR N/A
WHO WILL CEASE TO HOLD OFFICE PURSUANT TO ARTICLE 97 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: APPROVE THE SUM OF SGD 337,000 AS ISSUER YES FOR N/A
DIRECTORS FEES FOR THE YE 31 DEC 2004
PROPOSAL #7.: RE-APPOINT MESSRS ERNST AND YOUNG AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY TO: ISSUER YES FOR N/A
(A) (I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE,
AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
INSTRUMENTS THAT MIGHT OR WOULD REQUIRE SHARES TO BE
ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND
ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS,
DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO SHARES,
AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY
IN THEIR ABSOLUTE DISCRETION DEEM FIT, AND (B)
NOTWITHSTANDING THE AUTHORITY CONFERRED BY THIS
RESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE SHARES
IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE
DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED
THAT: (1) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THIS RESOLUTION INCLUDING SHARES TO BE
ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED
PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN
ACCORDANCE WITH SUB-PARAGRAPH (2) , OF WHICH THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A
PRO RATA BASIS TO SHAREHOLDERS OF THE COMPANY INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR
GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED
20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS
CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) , (2)
SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE
PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED SGX-ST FOR THE PURPOSE OF DETERMINING THE
AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UNDER
SUBPARAGRAPH (1) ABOVE, THE PERCENTAGE OF ISSUED SHARE
CAPITAL SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF
THE COMPANY AS AT THE TIME THIS RESOLUTION IS PASSED,
AFTER ADJUSTING FOR: (I) NEW SHARES ARISING FROM THE
CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR
SHARE OPTIONS OR VESTING OF SHARE AWARDS WHICH ARE
OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS
PASSED, AND (II) ANY SUBSEQUENT CONSOLIDATION OR
SUBDIVISION OF SHARES, (3) IN EXERCISING THE AUTHORITY
CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY
WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST
FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS
BEEN WAIVED BY THE SGX-ST AND THE ARTICLES OF
ASSOCIATION FOR THE TIME BEING OF THE COMPANY;
AUTHORITY EXPIRES EARLIER OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO OFFER AND GRANT ISSUER YES AGAINST N/A
OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF THE
SEMBCORP MARINE LIMITED SHARE OPTION PLAN SHARE OPTION
PLAN AND/OR TO GRANT AWARDS IN ACCORDANCE WITH THE
PROVISIONS OF THE SEMBCORP MARINE PERFORMANCE SHARE PLAN
PERFORMANCE SHARE PLAN AND/OR THE SEMBCORP MARINE
RESTRICTED STOCK PLAN RESTRICTED STOCK PLAN SHARE
PLANS , AND ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF SHARES OF SGD 0.10 EACH IN THE CAPITAL OF THE
COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE
EXERCISE OF OPTIONS UNDER THE SHARE OPTION PLAN AND/OR
SUCH NUMBER OF FULLY PAID SHARES AS MAY BE REQUIRED TO
BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER THE
PERFORMANCE SHARE PLAN AND RESTRICTED STOCK PLAN;
PROVIDE THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO SHARE PLANS SHALL NOT EXCEED 15% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHELL TRANS & TRADING PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE A SCHEME OF ARRANGEMENT PURSUANT ISSUER YES FOR N/A
TO SECTION 425 OF THE COMPANIES ACT 1985 PROPOSED TO BE
MADE BETWEEN THE SHELL TRANSPORT AND TRADING COMPANY,
PLC THE COMPANY AND THE HOLDERS OF THE SCHEME SHARES
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHELL TRANS & TRADING PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE CAPITAL OF THE COMPANY BE ISSUER YES FOR N/A
REDUCED BY CANCELLING AND EXTINGUISHING ALL THE FIRST
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF THE
COMPANY THE FIRST PREFERENCE SHARES , IN CONSIDERATION
FOR WHICH THERE SHALL BE REPAID TO THE HOLDERS OF SUCH
FIRST PREFERENCE SHARES, WHOSE NAMES APPEAR ON THE
REGISTER OF MEMBERS AS SUCH AT THE DOSE OF BUSINESS ON
THE DAY PRECEDING THE EFFECTIVE DATE OF THE SAID
REDUCTION OF CAPITAL, AN AMOUNT PER FIRST PREFERENCE
SHARE CALCULATED AS THE AGGREGATE OF THE CAPITAL PAID UP
ON SUCH SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL PAID UP
THEREON OF THE AVERAGE OF THE MEANS OF THE DAILY
QUOTATIONS OF SUCH SHARE PUBLISHED IN THE STOCK EXCHANGE
DAILY OFFICIAL LIST DURING THE 6 MONTHS IMMEDIATELY
PRECEDING THE RELEVANT DATE THE RELEVANT DATE BEING THE
DATE DETERMINED IN ACCORDANCE WITH ARTICLE 5(3) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN ON EACH DAY AN AMOUNT EQUAL TO ALL UNPAID
ARREARS OF THE FIXED DIVIDEND THEREON WHETHER EARNED OR
DECLARED OR NOT DOWN TO THE LAST PRECEDING DIVIDEND
PAYMENT DATE REFERRED TO IN ARTICLE 4(1) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY SAVE THAT IN RESPECT OF
ANY DAY DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE
RELEVANT DATE FOR WHICH NO QUOTATIONS FOR SUCH SHARE
WERE PUBLISHED IN THE STOCK EXCHANGE DAILY OFFICIAL
LIST, THERE SHALL, FOR THE PURPOSES OF THIS CALCULATION,
BE SUBSTITUTED THE PRICE QUOTED BY DATASTREAM, AN
INFORMATION SERVICE PROVIDED BY THOMSON FINANCIAL, IN
RESPECT OF THAT DAY); AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
PROPOSAL #S.2: APPROVE THAT, CONDITIONAL ON THE PASSING ISSUER YES FOR N/A
OF RESOLUTION 1 ABOVE, THAT THE CAPITAL OF THE COMPANY
BE REDUCED BY CANCELLING AND EXTINGUISHING ALL THE
SECOND PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF
THE COMPANY THE SECOND PREFERENCE SHARES , IN
CONSIDERATION FOR WHICH THERE SHALL BE REPAID TO THE
HOLDERS OF SUCH SECOND PREFERENCE SHARES, WHOSE NAMES
APPEAR ON THE REGISTER OF MEMBERS AS SUCH AT THE CLOSE
OF BUSINESS ON THE DAY PRECEDING THE EFFECTIVE DATE OF
THE SAID REDUCTION OF CAPITAL, AN AMOUNT PER SECOND
PREFERENCE SHARE CALCULATED AS THE AGGREGATE OF THE
CAPITAL PAID UP ON SUCH SHARE TOGETHER WITH: (A) A
PREMIUM BEING THE AMOUNT, IF ANY, OF THE EXCESS OVER THE
CAPITAL PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED IN THE
STOCK EXCHANGE DAILY OFFICIAL LIST DURING THE 6 MONTHS
IMMEDIATELY PRECEDING THE RELEVANT DATE THE RELEVANT
DATE BEING THE DATE DETERMINED IN ACCORDANCE WITH.
ARTICLE 5(3) OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY AFTER DEDUCTING FROM THE MEAN OIL EACH DAY AN
AMOUNT EQUAL TO ALL UNPAID ARREARS OF THE FIXED DIVIDEND
THEREON WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED TO IN
ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY; AND (B) THE FIXED DIVIDEND THEREON DOWN TO THE
DATE OF THE REPAYMENT OF THE CAPITAL
PROPOSAL #S.3: APPROVE THE MODIFICATION, THE ADDITION OR ISSUER YES FOR N/A
THE CONDITION SUBJECT TO THE SCHEME OF ARRANGEMENT
DATED 19 MAY 2005 BETWEEN THE COMPANY AND THE HOLDERS OF
SCHEME SHARES AS SPECIFIED IN THE SCHEME OF
ARRANGEMENT , IN ITS ORIGINAL FORM OR IMPOSED BY THE
HIGH COURT THE SCHEME , AND AUTHORIZE THE DIRECTORS OF
THE COMPANY TO TAKE ALL SUCH ACTION AS THEY CONSIDER
NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO
EFFECT; FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME
IN ITS ORIGINAL FORM OR IMPOSED BY THE HIGH COURT, THE
ISSUED SHARE CAPITAL OF THE COMPANY BE REDUCED BY
CANCELLING AND EXTINGUISHING ALL THE SCHEME SHARES;
APPROVE THE FORTHWITH AND THE CONTINGENT REDUCTION OF
THE CAPITAL SET OUT IN THIS RESOLUTION ABOVE TAKING
EFFECT: A) THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
SHALL BE INCREASED BY: I) THE CREATION OF SUCH NUMBER OF
ORDINARY SHARES OF 25 PENCE EACH AS SHALL BE EQUAL TO
THE AGGREGATE NUMBER OF SCHEME SHARES CANCELLED PURSUANT
TO THIS RESOLUTION ABOVE LESS ONE; AND (II) AMEND THE
CREATION OF 1 DIVIDEND ACCESS SHARE OF 25 PENCE HAVING
THE RIGHTS ATTACHING TO IT AS SET OUT IN THE ARTICLES OF
ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THIS
RESOLUTION THE DIVIDEND ACCESS SHARE ; AND B) THE
COMPANY SHALL APPLY THE RESERVE ARISING AS A RESULT OF
THE CANCELLATION OF THE SCHEME SHARES IN PAYING UP IN
FULL AT PAR: I) THE ORDINARY SHARES OF 25 PENCE EACH
CREATED PURSUANT TO THIS RESOLUTION I) ABOVE AND SUCH
ORDINARY SHARES BE ALLOTTED AND ISSUED, CREDITED AS
FULLY PAID AND FREE FROM ALL LIENS, CHARGES,
ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR ANY OTHER THIRD
PARTY RIGHTS OF ANY NATURE WHATSOEVER, TO ROYAL DUTCH
SHELL AND/OR ITS NOMINEE(S); AND II) THE DIVIDEND ACCESS
SHARE AND SUCH DIVIDEND ACCESS SHARE SHALL BE ALLOTTED
AND ISSUED, CREDITED AS FULLY PAID AND FREE FROM ALL
LIENS, CHARGES, ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR
ANY OTHER THIRD PARTY RIGHTS OF ANY NATURE WHATSOEVER,
TO HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED IN ITS
CAPACITY, AS TRUSTEE OF THE DIVIDEND ACCESS TRUST; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT TO AND
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT, TO
ALLOT THE ORDINARY SHARES OF 25 PENCE EACH CREATED
PURSUANT TO THIS RESOLUTION ABOVE AND THE DIVIDEND
ACCESS SHARE, PROVIDED THAT: A) THIS AUTHORITY SHALL BE
WITHOUT PREJUDICE TO ANY SUBSISTING AUTHORITY CONFERRED
ON THE DIRECTORS OF THE COMPANY UNDER THE SAID SECTION
80; B) THE MAXIMUM NUMBER OF SHARES WHICH MAY BE
ALLOTTED HEREUNDER IS THE NUMBER OF SHARES CREATED
PURSUANT TO PARAGRAPH 3.3(A) ABOVE; AND C) THIS
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY AFTER THE PASSING OF THE RESOLUTION; AND
AMEND ARTICLES 5 A , 60 A AND 168 AS NEW ARTICLES OF
THE COMPANY
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ISSUER: SHELL TRANS & TRADING PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE COMPANY'S ANNUAL ACCOUNTS FOR ISSUER YES FOR N/A
THE FYE 31 DEC 2004 TOGETHER WITH THE LAST DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS AND
THE AUDITABLE PART OF THE REMUNERATION REPORT
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 DEC 2004
PROPOSAL #3.: ELECT MR. PETER VOSER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT SIR PETER JOB AS A DIRECTOR ISSUER YES FOR N/A
RETIRING BY ROTATION
PROPOSAL #5.: RE-ELECT MR. LORD OXBURGH AS A DIRECTOR ISSUER YES FOR N/A
RETIRING BY VIRTUE OF AGE
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #7.: AUTHORIZE THE BOARD TO SETTLE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS OF THE COMPANY
PROPOSAL #S.8: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES AS SPECIFIED IN SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 480,000,000 ORDINARY SHARES OF 25P
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND NOT MORE THAN 5% ABOVE THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
PROPOSAL #9.: APPROVE THE LONG-TERM INCENTIVE PLAN LLTP ISSUER YES FOR N/A
TO BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE TO
TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR REGULATORY
REQUIREMENTS OR PREVAILING PRACTICE AND THAT SUBJECT TO
THE REQUISITE MAJORITY OF SHAREHOLDERS OF ROYAL DUTCH
PETROLEUM COMPANY THE LTIP, AUTHORIZE THE DIRECTORS TO
TAKE ALL THE ACTIONS THAT THEY CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH
THE LTIP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE LTIP MODIFIED TO TAKE ACCOUNT OF
LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES LAWS IN
OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE
AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED AS
COUNTING AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL
PARTICIPATION UNDER THE LTIP
PROPOSAL #10.: APPROVE THE DEFERRED BONUS PLAN DBP TO ISSUER YES FOR N/A
BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE TO
TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR REGULATORY
REQUIREMENTS OR PREVAILING PRACTICE AND THAT SUBJECT TO
THE REQUISITE MAJORITY OF SHAREHOLDERS OF ROYAL DUTCH
PETROLEUM COMPANY THE DBP, AUTHORIZE THE DIRECTORS TO
TAKE ALL THE ACTIONS THAT THEY CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH
THE DBP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER PLANS
BASED ON THE DBP MODIFIED TO TAKE ACCOUNT OF LOCAL TAX,
EXCHANGE CONTROLS OR SECURITIES LAWS IN OVERSEAS
TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION UNDER
THE DBP
PROPOSAL #11.: APPROVE THE RESTRICTED SHARE PLAN RSP ISSUER YES FOR N/A
TO BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE TO
TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR REGULATORY
REQUIREMENTS OR PREVAILING PRACTICE AND THAT SUBJECT TO
THE REQUISITE MAJORITY OF SHAREHOLDERS OF ROYAL DUTCH
PETROLEUM COMPANY THE RSP, AUTHORIZE THE DIRECTORS TO
TAKE ALL THE ACTIONS THAT THEY CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH
THE RSP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER PLANS
BASED ON THE RSP MODIFIED TO TAKE ACCOUNT OF LOCAL TAX,
EXCHANGE CONTROLS OR SECURITIES LAWS IN OVERSEAS
TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION UNDER
THE RSP
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHIMIZU CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES FOR N/A
DIVIDEND - ORDINARY DIVIDEND JPY 2.5
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATE AUDITORS
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: SHISEIDO CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM-END ISSUER YES ABSTAIN N/A
DIVIDEND - ORDINARY DIVIDEND JPY 13
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES ABSTAIN N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES ABSTAIN N/A
