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 (610) 669-1000
DATE OF FISCAL YEAR END: SEPTEMBER 30
DATE OF REPORTING PERIOD: JULY 1, 2005 - JUNE 30, 2006
FUND: VANGUARD GLOBAL EQUITY FUND
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ISSUER: 99 CENTS ONLY STORES
TICKER: NDN CUSIP: 65440K106
MEETING DATE: 10/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ERIC SCHIFFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE GLASCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID GOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFF GOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARVIN HOLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS UNTERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERIC G. FLAMHOLTZ ISSUER YES FOR FOR
PROPOSAL #02: SHAREHOLDER PROPOSAL- REDEEM OR VOTE SHAREHOLDER YES AGAINST FOR
POISON PILL.
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ISSUER: AB LINDEX
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER YES ABSTAIN N/A
PROPOSAL #2.: ELECT MR. CLAES BEYER, LAWYER AS A ISSUER YES ABSTAIN N/A
CHAIRMAN OF THE EGM
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE AGENDA ISSUER YES ABSTAIN N/A
PROPOSAL #5.: ELECT THE PERSONS TO VERIFY THE MINUTES ISSUER YES ABSTAIN N/A
AND CHECK VOTES
PROPOSAL #6.: APPROVE THE PROCEDURE TO ESTABLISH IF ISSUER YES ABSTAIN N/A
THE MEETING HAS BEEN DULY CONVENED
PROPOSAL #7.: APPROVE THE DIVIDEND TO THE SHAREHOLDERS ISSUER YES ABSTAIN N/A
OF SEK 4.75 PER SHARE, SEK 326,562,500 IN TOTAL AND
THE RECORD DAY FOR RECEIVING THE DIVIDEND SHALL BE 29
JUN 2006; THE EGM PASS A RESOLUTION IN ACCORDANCE WITH
THE PROPOSAL, THE DIVIDEND IS EXPECTED TO BE REMITTED
BY VPC AB ON 04 JUL 2006
PROPOSAL #8.: APPROVE THE IMPLEMENTATION OF THE OPTION ISSUER YES ABSTAIN N/A
PROGRAMME FOR SENIOR EXECUTIVES AS SPECIFIED
PROPOSAL #9.: CLOSING OF THE MEETING ISSUER YES ABSTAIN N/A
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ISSUER: ABERCROMBIE & FITCH CO.
TICKER: ANF CUSIP: 002896207
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES B. BACHMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAUREN J. BRISKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL S. JEFFRIES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. KESSLER 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.
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ISSUER: ABITIBI-CONSOLIDATED INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. JOHN Q. ANDERSON AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.2: ELECT MR. HANS P. BLACK AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #1.3: ELECT MR. JACQUES BOUGIE, O.C AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.4: ELECT MS. MARLENE DAVIDGE AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #1.5: ELECT MR. WILLIAM E. DAVIS AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.6: ELECT MR. RICHARD DROUIN, O.C., Q.C, AS ISSUER YES FOR N/A
A DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.7: ELECT MS. LISE LACHAPELLE AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #1.8: ELECT MR. GARY J. LUKASSEN, C.A, AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.9: ELECT MR. JOHN A. TORY, Q.C, AS A ISSUER YES FOR N/A
DIRECTOR FOR THE ENSUING YEAR
PROPOSAL #1.10: ELECT MR. JOHN W. WEAVER AS A DIRECTOR ISSUER YES FOR N/A
FOR THE ENSUING YEAR
PROPOSAL #2.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF COMPANY UNTIL THE NEXT ANNUAL MEETING
OF SHAREHOLDERS AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
PROPOSAL #3.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE TO SET A TERM LIMIT OF
15 YEARS FOR INDEPENDENT DIRECTORS
PROPOSAL #4.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES FOR N/A
SHAREHOLDER PROPOSAL: APPROVE TO GIVE THE OPPORTUNITY
TO VOTE FOR/AGAINST EACH DIRECTOR
PROPOSAL #5.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE TO CONVEYTHE SENIOR
MANAGEMENT THAT NO EXCUSES WILL BE ACCEPTABLE ANY
MORE AND THAT MANAGEMENT WILL BE MADE ACCOUNTABLE TO
DELIVER SUSTAINABLE PROFITS OR BE TERMINATED WITHOUT
COMPENSATION
PROPOSAL #6.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE TO REFUSE TO GRATIFY
CURRENT MANAGEMENT MEMBERS FROM ANY BONUS AND GRANT OF
OPTIONS UNTIL THE SHARE PRICE IS BACK TO CAD 10
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE TO DESIGN AND IMPLEMENT
PROGRESSIVELY A SHARE BUYBACK PROGRAM UNTIL THE
COMPANY'S SHARE PRICE REACHES CAD 12.00
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ISSUER: ABN AMRO HOLDING NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE MINUTES OF THE AGM AND EGM ISSUER NO N/A N/A
HELD IN 2005
PROPOSAL #2.: RECEIVE REPORT OF THE MANAGING BOARD FOR ISSUER NO N/A N/A
THE YEAR 2005
PROPOSAL #3.a: ADOPT THE 2005 FINANCIAL STATEMENTS ISSUER NO N/A N/A
PROPOSAL #3.b: ADOPT THE PROPOSED 2005 DIVIDEND ISSUER NO N/A N/A
PROPOSAL #3.c: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
MANAGING BOARD IN RESPECT OF THEIR 2005 MANAGEMENT
PROPOSAL #3.d: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD IN RESPECT OF THEIR 2005 SUPERVISION
PROPOSAL #4.: ADOPT THE MANAGING BOARD COMPENSATION ISSUER NO N/A N/A
POLICY
PROPOSAL #5.: APPROVE THE PROPOSED CHANGES TO THE ISSUER NO N/A N/A
REMUNERATION OF THE SUPERVISORY BOARD MEMBERS
PROPOSAL #6.: APPROVE THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #7.a: APPOINT MR. G.J. KRAMER AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #7.b: APPOINT MR. G. RANDA AS A MEMBER OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.c: RE-APPOINT MR. A.C. MARTINEZ AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #8.: AUTHORIZE THE MANAGING BOARD, SUBJECT TO ISSUER NO N/A N/A
APPROVAL OF THE SUPERVISORY BOARD, TO HAVE THE
COMPANY ACQUIRE SHARES
PROPOSAL #9.a: AUTHORIZE THE MANAGING BOARD TO ISSUE ISSUER NO N/A N/A
ORDINARY SHARES FOR A PERIOD OF 18 MONTHS, STARTING 28
APR 2005
PROPOSAL #9.b: AUTHORIZE THE MANAGING BOARD TO EXCLUDE ISSUER NO N/A N/A
OR RESTRICT SHAREHOLDERS PRE-EMPTIVE RIGHTS
PROPOSAL #10.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
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ISSUER: ABS-CBN BROADCASTING CORP ABS-CBN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE PROOF OF THE SERVICE NOTICE ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE PRESENCE OF QUORUM ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE MINUTES OF 19 MAY 2005 ISSUER YES FOR N/A
ANNUAL STOCKHOLDER'S MEETING
PROPOSAL #5.: APPROVE THE REPORT OF THE MANAGEMENT ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #7.: ELECT THE DIRECTORS FOR ENSUING YEAR ISSUER YES FOR N/A
PROPOSAL #8.: RATIFY ALL THE ACTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS, THE EXECUTIVE COMMITTEE AND THE MANAGEMENT
FOR THE PERIOD 01 JAN 05 TO 31 DEC 05 ADOPTED IN THE
ORDINARY COURSE OF BUSINESS
PROPOSAL #9.: AMEND THE BY-LAWS TO: I) PROVIDE ISSUER YES FOR N/A
DISQUALIFICATION OF DIRECTORS IF ENGAGED IN COMPETING
BUSINESS AND TO PROVIDE QUALIFICATION AND PROCEDURES
FOR NOMINATION OF DIRECTORS; AND II) CHANGE THE ANNUAL
DATE OF THE ANNUAL STOCKHOLDER'S MEETING TO THE LAST
THURSDAY OF MAY OF EACH CALENDAR YEAR
PROPOSAL #10.: APPOINT THE EXTERNAL AUDITORS ISSUER YES FOR N/A
PROPOSAL #11.: OTHER BUSINESS ISSUER YES AGAINST N/A
PROPOSAL #12.: ADJOURNMENT ISSUER YES FOR N/A
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ISSUER: ACCIONA SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE INDIVIDUAL AND CONSOLIDATED ISSUER YES FOR N/A
ANNUAL ACCOUNTS OF ACCIONA, SOCIEDAD ANONIMA, AND ITS
GROUP, WITH REFERENCE TO THE FY 2005
PROPOSAL #2.: APPROVE THE MANAGEMENT REPORT, BOTH ISSUER YES FOR N/A
INDIVIDUAL AND CONSOLIDATED, OF ACCIONA, SOCIEDAD
ANONIMA, AND ITS GROUP, WITH REFERENCE TO THE FY 2005,
AND OF THE COMPANY MANAGEMENT
PROPOSAL #3.: APPROVE THE APPLICATION OF 2005 PROFITS ISSUER YES FOR N/A
PROPOSAL #4.: AMEND THE ARTICLES 14,17,18,27 AND 31 OF ISSUER YES FOR N/A
THE ARTICLES OF ASSOCIATION
PROPOSAL #5.: AMEND THE ARTICLES 8,15,19 AND 27 OF THE ISSUER YES FOR N/A
REGULATIONS OF THE GENERAL MEETING
PROPOSAL #6.: APPROVE THE REMUNERATION PLAN FOR THE ISSUER YES FOR N/A
GROUPS MANAGEMENT, INCLUDING THE EXECUTIVE DIRECTORS
OF ACCIONA, SOCIEDAD ANONIMA, CONSISTING OF THE
PAYMENT OF A PART OF THEIR VARIABLE REMUNERATION WITH
SHARES OF THE COMPANY
PROPOSAL #7.: AUTHORIZE, THE DERIVATIVE ACQUISITION OF ISSUER YES FOR N/A
OWN SHARES BY ACCIONA, SOCIEDAD ANONIMA, OR BY GROUP
COMPANIES, RENDERING VOID THE AUTHORITY GRANTED BY THE
GENERAL MEETING OF 2005, AND THE PARTIAL OR TOTAL
ALLOTMENT OF THE BOUGHT BACK SHARES TO A REMUNERATION
PLAN CONSISTING OF DISTRIBUTION OF SHARES TO THE
MANAGEMENT
PROPOSAL #8.: APPOINT A DIRECTOR AND SET THE NUMBER OF ISSUER YES FOR N/A
MEMBERS OF THE BOARD
PROPOSAL #9.: RE-APPOINTMENT THE AUDITORS OF ACCIONA, ISSUER YES FOR N/A
SOCIEDAD ANONIMA, AND ITS GROUP
PROPOSAL #10.: AUTHORIZE THE BOARD FOR THE ISSUER YES FOR N/A
DEVELOPMENT, CONSTRUCTION, RECTIFICATION AND EXECUTION
OF THE RESOLUTIONS ADOPTED BY THE MEETING
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ISSUER: ACE AVIATION HLDGS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MESSRS. BERNARD ATTALI, ROBERT E. ISSUER YES ABSTAIN N/A
BROWN, CARLTON D. DONAWAY, MICHAEL M.GREEN, BRETT
INGERSOLL, PIERRE MARC JOHNSON, RICHARD H. MCCOY, JOHN
T. MCLENNAN, ROBERT A. MILTON, DAVID I. RICHARDSON,
MARVIN YONTEF AS THE DIRECTORS OF THE COMPANY
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES ABSTAIN N/A
THE AUDITORS
PROPOSAL #3.: DECLARE THE CANADIAN STATUS: THE ISSUER YES ABSTAIN N/A
UNDERSIGNED CERTIFIES THAT IT HAS MADE REASONABLE
INQUIRIES AS TO THE CANADIAN STATUS OF THE BENEFICIAL
OWNER OF THE SHARES REPRESENTED BY THIS VOTING
INSTRUCTION FORM VIF AND HAS READ THE DEFINITIONS
ENCLOSED SO AS TO MAKE AN ACCURATE DECLARATION OF
CANADIAN STATUS, THE UNDERSIGNED HEREBY CERTIFIES THAT
THE SHARES REPRESENTED BY THIS VIF ARE OWNED AND
CONTROLLED BY A CANADIAN
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ISSUER: ACE AVIATION HOLDINGS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MESSRS. BERNARD ATTALI, ROBERT E. ISSUER YES AGAINST N/A
BROWN, CARLTON D. DONAWAY, MICHAEL GREEN, W. BRETT
INGERSOLL, PIERRE MARC JOHNSON, RICHARD H. MCCOY, JOHN
T. MCLENNAN, ROBERT A. MILTON, DAVID I. RICHARDSON,
MARVIN YONTEF AS THE DIRECTORS WHO WILL SERVE UNTIL
THE END OF THE NEXT ANNUAL SHAREHOLDER MEETING OR
UNTIL THEIR SUCCESSORS ARE APPOINTED
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES AGAINST N/A
THE AUDITOR
PROPOSAL #S.3: AUTHORIZE THE DIRECTORS TO EFFECT A ISSUER YES FOR N/A
REDUCTION OF THE STATED CAPITAL ACCOUNT OF EACH OF THE
CLASS A VARIABLE VOTING SHARES, THE CLASS B VOTING
SHARES AND THE PREFERRED SHARES OF ACE AVIATION; AND
AUTHORIZE THE DIRECTOR OR OFFICER OF THE CORPORATION
TO EXECUTE OR CAUSE TO BE EXECUTED AND TO DELIVER OR
CAUSE TO BE DELIVERED, ALL SUCH DOCUMENTS AND
INSTRUMENTS, AND TO DO OR CAUSE TO BE DONE ALL SUCH
OTHER ACTS AND THINGS AS IN THE OPINION OF SUCH
DIRECTOR OR OFFICER MAY BE NECESSARY OR DESIRABLE TO
CARRY OUT THE INTENT OF THIS SPECIAL RESOLUTION
PROPOSAL #4.: AMEND THE STOCK OPTION PLAN OF THE ISSUER YES FOR N/A
CORPORATION TO INCREASE THE AGGREGATE NUMBER OF CLASS
A VARIABLE VOTING SHARES AND/OR CLASS B VOTING SHARES
ISSUABLE UNDER THE PLAN FROM 5,052,545 TO 6,078,882;
AND AUTHORIZE ANY DIRECTOR OR OFFICER OF THE
CORPORATION TO EXECUTE OR CAUSE TO BE EXECUTED AND TO
DELIVER OR CAUSE TO BE DELIVERED, ALL SUCH DOCUMENTS
AND INSTRUMENTS, AND TO DO OR CAUSE TO BE DONE ALL
SUCH OTHER ACTS AND THINGS AS IN THE OPINION OF SUCH
DIRECTOR OR OFFICER MAY BE NECESSARY OR DESIRABLE TO
CARRY OUT THE INTENT OF THIS RESOLUTION
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ISSUER: ACERINOX SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS, BALANCE ISSUER YES FOR N/A
SHEET, PROFIT & LOSS ACCOUNT AND THE NOTES TO THE
ACCOUNTS, AND THE MANAGEMENT REPORTS OF ACERINOX, S.A.
AND ITS CONSOLIDATED GROUP AND PROPOSED APPLICATION
OF PROFITS OF ACERINOX, S.A. ALL OF THE FOREGOING WITH
REFERENCE TO THE YEAR 2005
PROPOSAL #2.: APPROVE THE MANAGEMENT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS DURING THE YEAR 2005, AND THE 2 INTERIM
DIVIDENDS PAID ON 04 JAN 2006 AND 04 APR 2006
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
CARRY OUT THE ACQUISITION OF OWN SHARES, EITHER
DIRECTLY OR VIA GROUP COMPANIES, IN CONFORMITY WITH
THE PROVISIONS OF SECTION 75 OF THE SPANISH LIMITED
COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS,
ESTABLISHING THE LIMITS AND REQUIREMENTS OF THE
ACQUISITION, RENDERING VOID THE AUTHORIZATION GRANTED
BY THE GENERAL MEETING OF SHAREHOLDERS HELD ON 09 JUN
2005
PROPOSAL #4.: APPROVE THE REIMBURSEMENT OF ISSUER YES FOR N/A
CONTRIBUTIONS TO THE SHAREHOLDERS, TO BE CHARGED TO
THE ISSUE PREMIUM ACCOUNT
PROPOSAL #5.: AMEND THE ARTICLE 12 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION, ABOUT GENERAL MEETING CONVENING, PERIOD
FOR NOTICES AND ADDITIONAL NOTICES, IN ORDER TO BRING
IT INTO LINE WITH THE SPANISH ACT 19-2005, OF 14 NOV
PROPOSAL #6.: AMEND THE ARTICLE 4 OF THE GENERAL ISSUER YES FOR N/A
MEETING REGULATIONS, ABOUT GENERAL MEETING CONVENING,
PERIOD FOR NOTICES AND ADDITIONAL NOTICES, IN ORDER TO
BRING IT INTO LINE WITH THE ACT 19-2005, OF 14 NOV
PROPOSAL #7.: APPROVE THE APPOINTMENT OR RATIFICATION ISSUER YES FOR N/A
OR RE-APPOINTMENT OF THE DIRECTORS
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
EXECUTE AND TO RECTIFY THE RESOLUTIONS ADOPTED BY THE
MEETING AND TO PROCEED TO THEIR PUBLIC RECORDING
PROPOSAL #9.: APPOINT THE COMPTROLLERS FOR THE PURPOSE ISSUER YES FOR N/A
OF WRITING UP THE MINUTES OF THE PROCEEDINGS
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ISSUER: ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE INDIVIDUAL AND CONSOLIDATED ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND STATUTORY REPORTS AND
ALLOCATION OF INCOME PRESENTATION OF ANNUAL CORPORATE
GOVERNANCE REPORT
PROPOSAL #2.: GRANT DISCHARGE OF THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #4.: GRANT AUTHORITY TO REPURCHASE OF SHARES ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #6.: AMEND ARTICLES 14 AND 25 OF THE ISSUER YES AGAINST N/A
COMPANY'S BY-LAWS REGARDING THE DIRECTOR TERMS
CONVOCATION OF GENERAL MEETINGS
PROPOSAL #7.: AMEND ARTICLE 5 OF THE GENERAL MEETING ISSUER YES FOR N/A
GUIDELINES REGARDING CONVOCATION OF GENERAL MEETING
PROPOSAL #8.: APPROVE THE PRESENT INFORMATION ABOUT ISSUER YES FOR N/A
THE MODIFICATIONS OF ARTICLES 11,21,24 TO THE BOARD
GUIDELINES
PROPOSAL #9.: AUTHORIZE THE BOARD TO RATIFY AND ISSUER YES FOR N/A
EXECUTE APPROVED RESOLUTIONS
PROPOSAL #10.: APPROVE THE MINUTES OF MEETING ISSUER YES FOR N/A
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ISSUER: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER NO N/A N/A
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE
ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
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ISSUER: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BUSINESS REPORT 2005, ISSUER NO N/A N/A
INCLUDING THE PRESENTATION OF THE BUSINESS REPORT
2005, CONSISTING OF THE ANNUAL REPORT, THE FINANCIAL
STATEMENTS OF ADECCO S.A. AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE BUSINESS YEAR 2005 AND
THE REPORTS OF THE STATUTORY AUDITORS AND THE GROUP
AUDITORS
PROPOSAL #2.: APPROVE THE APPROPRIATION OF RETAINED ISSUER NO N/A N/A
EARNINGS OF CHF 1 PER SHARE
PROPOSAL #3.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #4.1.A: RE-ELECT MR. JAKOB BAER TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS
PROPOSAL #4.1.B: RE-ELECT MR. JUERGEN DORMANN TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #4.1.C: RE-ELECT MR. KLAUS J. JACOBS TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #4.1.D: RE-ELECT MR. PHILIPPE MARCEL TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #4.1.E: RE-ELECT MR. FRANCIS MER TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS
PROPOSAL #4.1.F: RE-ELECT MR. THOMAS O NEILL TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #4.1.G: RE-ELECT MR. DAVID PRINCE TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #4.1.H: RE-ELECT MR. PETER V. UEBERROTH TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS
PROPOSAL #4.2: APPROVE THE ACCLAMATION OF MR. PHILIPPE ISSUER NO N/A N/A
FORIEL-DESTEZET AS THE HONORARY PRESIDENT OF ADECCO
S.A.
PROPOSAL #4.3: ELECT MR. WALTER JACOBS AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.1: RE-ELECT THE STATUTORY AUDITORS AND THE ISSUER NO N/A N/A
GROUP AUDITORS
PROPOSAL #5.2: RATIFY OBT AG AS THE SPECIAL AUDITOR ISSUER NO N/A N/A
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ISSUER: ADOBE SYSTEMS INCORPORATED
TICKER: ADBE CUSIP: 00724F101
MEETING DATE: 8/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE THE ISSUANCE OF SHARES OF ISSUER YES FOR FOR
ADOBE COMMON STOCK IN THE MERGER CONTEMPLATED BY THE
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED
AS OF APRIL 17, 2005, AMONG ADOBE, AVNER ACQUISITION
SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED
SUBSIDIARY OF ADOBE, AND MACROMEDIA, INC.
PROPOSAL #02: TO ADJOURN THE SPECIAL MEETING, IF ISSUER YES FOR FOR
NECESSARY, IF A QUORUM IS PRESENT, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES
IN FAVOR OF PROPOSAL 1.
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ISSUER: ADVANCED INFO SERVICE PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MATTERS TO BE INFORMED ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE MINUTES OF THE AGM OF ISSUER YES FOR N/A
SHAREHOLDERS TO BE HELD ON 30 MAR 2005
PROPOSAL #3.: APPROVE THE RESULTS OF OPERATION FOR THE ISSUER YES FOR N/A
YEAR 2005
PROPOSAL #4.: APPROVE THE BALANCE SHEET, STATEMENT OF ISSUER YES FOR N/A
INCOME AND STATEMENT OF CASH FLOW FOR 2005 ENDED 31
DEC 2005
PROPOSAL #5.: APPROVE THE DIVIDEND PAYMENT TO THE ISSUER YES FOR N/A
SHAREHOLDERS FOR THE FY 2005
PROPOSAL #6.: APPROVE THE APPOINTMENT OF THE COMPANY'S ISSUER YES FOR N/A
AUDITORS AND DETERMINE THE AUDITORS REMUNERATION FOR
THE YE 2006
PROPOSAL #7.: RE-ELECT MR. ARUN CHURDBOONCHART, MR. ISSUER YES FOR N/A
BOONKLEE PLANGSIRI AND MR. SOMPRASONG BOONYACHAI AS
THE DIRECTORS TO INCREASE BOARD SIZE AND APPROVE THE
NAMES AND NUMBER OF THE DIRECTORS WHO HAVE SIGNING
AUTHORITY
PROPOSAL #8.: APPROVE THE DIRECTORS REMUNERATION FOR ISSUER YES FOR N/A
2006
PROPOSAL #9.: APPROVE THE ISSUANCE AND OFFERING OF ISSUER YES FOR N/A
WARRANTS 10,138,500 UNITS TO PURCHASE THE COMPANY'S
ORDINARY SHARES TO THE DIRECTORS AND THE EMPLOYEES OF
THE COMPANY ESOP GRANT V
PROPOSAL #10.: APPROVE THE ALLOCATION OF 10,138,500 ISSUER YES FOR N/A
NEW ORDINARY SHARES, AT PAR VALUE OF THB 1.00 EACH IN
ORDER TO RESERVE FOR THE EXERCISE OF WARRANTS UNDER
THE ESOP GRANT V
PROPOSAL #11.: APPROVE THE ALLOCATION OF WARRANTS TO ISSUER YES FOR N/A
THE DIRECTORS AND THE EMPLOYEES WHO ARE ELIGIBLE FOR
THE WARRANTS EXCEEDINGS 5% OF THE ESOP GRANT V
PROPOSAL #12.: APPROVE THE ALLOTMENT OF 615,800 ISSUER YES FOR N/A
ADDITIONAL ORDINARY SHARES, AT P/V OF THB 1 EACH,
RESERVED FOR EXERCISING THE RIGHT IN PURSUANT WITH THE
ESOP WTS GRANT 1,2,3 AND 4 DUE TO THE ENTERING INTO
TERMS AND CONDITIONS OF PROSPECTUS
PROPOSAL #13.: OTHER MATTERS IF ANY ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: ADVANTEST CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 45, DIRECTORS
BONUSES JPY 180,000,000, CORPORATE AUDITORS BONUSES
JPY 23,000,000
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES AGAINST N/A
REDUCE TERM OF OFFICE OF DIRECTORS, APPROVE REVISIONS
RELATED TO THE NEW COMMERCIAL CODE, LIMIT LIABILITIES
OF OUTSIDE DIRECTORS, INCREASE THE NUMBER OF AUDITORS
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #6.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS
PROPOSAL #7.: APPROVE PROVISION OF RETIREMENT ISSUER YES AGAINST N/A
ALLOWANCE FOR DIRECTORS AND CORPORATE AUDITORS
------------------------------------------------------------------------------------
ISSUER: AEGON N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: ANNUAL REPORT 2005 AND ANNUAL ACCOUNTS ISSUER NO N/A N/A
2005: PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS 2005
PROPOSAL #3.: PROPOSAL TO APPROVE THE FINAL DIVIDEND ISSUER NO N/A N/A
2005
PROPOSAL #4.: PROPOSAL TO RELEASE THE MEMBERS OF THE ISSUER NO N/A N/A
EXECUTIVE BOARD FROM LIABILITY FOR THEIR DUTIES
PROPOSAL #5.: PROPOSAL TO RELEASE THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FROM LIABILITY FOR THEIR DUTIES
PROPOSAL #6.: PROPOSAL TO APPOINT THE INDEPENDENT ISSUER NO N/A N/A
AUDITOR
PROPOSAL #7.: PROPOSAL TO AMEND THE ARTICLES OF ISSUER NO N/A N/A
INCORPORATION
PROPOSAL #8.: PROPOSAL TO EXTEND THE TERM OF THE ISSUER NO N/A N/A
REMUNERATION POLICY FOR THE EXECUTIVE BOARD
PROPOSAL #9.: PROPOSAL TO REAPPOINT MR. J.G. VAN DER ISSUER NO N/A N/A
WERF TO THE EXECUTIVE BOARD
PROPOSAL #10.: PROPOSAL TO APPOINT MR. C.M. SOBEL TO ISSUER NO N/A N/A
THE EXECUTIVE BOARD
PROPOSAL #11.: PROPOSAL TO REAPPOINT MR. K.J. STORM TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #12.: PROPOSAL TO GRANT AUTHORIZATION TO ISSUER NO N/A N/A
ISSUE COMMON SHARES
PROPOSAL #13.: PROPOSAL TO GRANT AUTHORIZATION TO ISSUER NO N/A N/A
RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS UPON ISSUING
COMMON SHARES
PROPOSAL #14.: PROPOSAL TO GRANT AUTHORIZATION TO ISSUER NO N/A N/A
ISSUE COMMON SHARES UNDER INCENTIVE PLANS
PROPOSAL #15.: PROPOSAL TO GRANT AUTHORIZATION TO ISSUER NO N/A N/A
ACQUIRE SHARES IN THE COMPANY
PROPOSAL #16.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #17.: CLOSURE OF THE MEETING ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: AGERE SYSTEMS INC.
TICKER: AGR CUSIP: 00845V308
MEETING DATE: 2/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS P. SALICE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RAE F. SEDEL ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO APPROVE OUR AMENDED 2001 LONG TERM ISSUER YES AGAINST AGAINST
INCENTIVE PLAN.
PROPOSAL #03: TO APPROVE OUR AMENDED NON-EMPLOYEE ISSUER YES AGAINST AGAINST
DIRECTOR STOCK PLAN.
PROPOSAL #04: TO RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF OUR INDEPENDENT AUDITORS.
------------------------------------------------------------------------------------
ISSUER: AISIN SEIKI CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY19, CORPORATE
OFFICERS BONUSES JPY 297,700,000 (INCLUDING JPY
33,600,000 TO THE CORPORATE AUDITORS)
PROPOSAL #2: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEWCOMMERCIAL CODE,
INCREASE THE NUMBER OF AUDITORS (PLEASE REFER TO THE
ATTACHED PDF FILES.)
PROPOSAL #3: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS TO DIRECTORS /EXECUTIVE
OFFICERS OF COMPANY AND DIRECTORS OF SUBSIDIARIES
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: AJINOMOTO CO INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES FOR N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
------------------------------------------------------------------------------------
ISSUER: AKBANK TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE CHAIRMAN AND AUTHORIZE THE ISSUER NO N/A N/A
CHAIRMANSHIP TO SIGN THE MINUTES OF THE ASSEMBLY
PROPOSAL #2.: APPROVE THE BOARD OF DIRECTOR'S ACTIVITY ISSUER NO N/A N/A
REPORT, AUDITOR'S REPORT AND THE INDEPENDENT AUDITING
COMPANY'S REPORT
PROPOSAL #3.: RATIFY THE BALANCE SHEET AND PROFIT AND ISSUER NO N/A N/A
LOSS STATEMENT FOR 2005, GRANT DISCHARGE TO THE BOARD
OF DIRECTORS AND THE AUDITORS FROM THE LIABILITIES
BORN FROM OPERATIONS AND ACCOUNTS OF 2005
PROPOSAL #4.: APPROVE THE DISBURSEMENT OF 2005 PROFITS ISSUER NO N/A N/A
PROPOSAL #5.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
AUDITORS AND APPROVE TO DETERMINE THEIR REMUNERATION
PROPOSAL #6.: AMEND THE ARTICLES 4, 24 AND 101 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PARTICIPATE IN THE ACTIVITIES INDICATED IN THE
ARTICLES 334 AND 335 OF THE TURKISH TRADE CODE
------------------------------------------------------------------------------------
ISSUER: ALCAN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. ROLAND BERGER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.2: ELECT MR. L. DENIS DESAUTELS AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. RICHARD EVANS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.4: ELECT MR. L. YVES FORTIER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.5: ELECT MR. JEAN-PAUL JACAMON AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. YVES MANSION AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.7: ELECT MR. GWYN MORGAN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.8: ELECT MS. CHRISTINE MORIN-POSTEL AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #1.9: ELECT MR. H. ONNO RUDING AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.10: ELECT MR. GUY SAINT-PIERRE AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #1.11: ELECT MR. GERHARD SCHULMEYER AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. PAUL TELLIER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.13: ELECT MR. MILTON WONG AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES ABSTAIN N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES ABSTAIN N/A
PROPOSAL: APPROVE TO ESTABLISH INDEPENDENT COMMITTEE
TO ISSUE RECOMMENDATIONS ON IMPACT ASSESSMENT OF
PROJECT IN KASHIPUR
------------------------------------------------------------------------------------
ISSUER: ALCON, INC.
TICKER: ACL CUSIP: H01301102
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE 2005 ANNUAL REPORT AND ISSUER YES FOR FOR
ACCOUNTS OF ALCON, INC. AND THE 2005 CONSOLIDATED
FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES
PROPOSAL #02: APPROPRIATION OF AVAILABLE EARNINGS AND ISSUER YES FOR FOR
PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL
YEAR 2005
PROPOSAL #03: DISCHARGE OF THE MEMBERS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS FOR THE FINANCIAL YEAR 2005
PROPOSAL #04: ELECTION OF KPMG KLYNVELD PEAT MARWICK ISSUER YES FOR FOR
GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY
AUDITORS
PROPOSAL #05: ELECTION OF ZENSOR REVISIONS AG, ZUG, AS ISSUER YES FOR FOR
SPECIAL AUDITORS
PROPOSAL #6A: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
PHIL GEIER
PROPOSAL #6B: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST AGAINST
PAUL POLMAN
PROPOSAL #6C: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
JOE WELLER
PROPOSAL #07: APPROVAL OF SHARE CANCELLATION ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: ALFRESA HOLDINGS CORP, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES AGAINST N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ADOPT REDUCTION
OF LIABILITY SYSTEM FOR OUTSIDE DIRECTORS , ALLOW
DISCLOSURE OF SHAREHOLDER MEETING MATERIALS ON THE
INTERNET, APPOINT INDEPENDENT AUDITORS ,
APPROVE MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE
PROPOSAL #3: APPROVE REDUCTION OF RESERVE CAPITAL ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #7: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS AND AUDITORS
------------------------------------------------------------------------------------
ISSUER: ALLIANZ AG, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MERGER PLAN OF 16 DEC 2005, ISSUER YES ABSTAIN N/A
BETWEEN THE COMPANY AND RIUNIONE ADRIATICA DI SICURTA
SOCIETA PER AZIONI RIUNIONE ADRIATICA DI SICURTA
SOCIETA PER AZIONI WILL BE MERGED INTO THE COMPANY BY
WAY OF MERGER BY ACQUISITION WITHOUT LIQUIDATION
PURSUANT TO ARTICLE 17(2A) OF COUNCIL REGULATION EC
NO. 2157/2001 OF 08 OCT 2001; BEFORE THE MERGER CAN
BECOME EFFECTIVE, RIUNIONE ADRIATICA DI SICURTA
SOCIETA PER AZIONI IS OBLIGED TO TRANSFER ITS BUSINESS
ACTIVITIES TO ITS WHOLLY-OWNED SUBSIDIARY RAS ITALIA
S.P.A. IN ORDER TO ENSURE THAT THE INSURANCE BUSINESS
OF RIUNIONE ADRIATICA DI SICURTA SOCIETA PER AZIONI
WILL NOT BE TRANSFERRED TO THE COMPANY; AS
COMPENSATION FOR THE MERGER SHAREHOLDERS OF RIUNIONE
ADRIATICA DI SICURTA SOCIETA PER AZIONI WILL RECEIVE
EITHER CASH COMPENSATION - ORDINARY SHAREHOLDERS EUR
16.72 PER SHARE, PREFERRED SHAREHOLDERS EUR 24.24 PER
SHARE OR SHARES OF THE COMPANY FOR EVERY 19
ORDINARY/PREFERRED SHARES OF RIUNIONE ADRIATICA DI
SICURTA SOCIETA PER AZIONI 3 REGISTERED NO-PAR SHARES
OF THE COMPANY WILL BE GRANTED TO EVERY SHAREHOLDER OF
RI UNIONE ADRIATICA DI SICURTA SOCIETA PER AZIONI;
UPON THE MERGER BECOMING EFFECTIVE THE COMPANY SHALL
ADOPT THE LEGAL FORM OF A SOCIETAS EUROPAEA SE
PROPOSAL #2.: APPROVE THE CAPITAL INCREASE IN ISSUER YES ABSTAIN N/A
CONNECTION WITH THE MERGER AS PER ITEM 1; THE
COMPANY'S SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 64,315,543.04 THROUGH THE ISSUE OF UP TO
25,123,259 NEW REGISTERED NO-PAR SHARES TO THE OUTSIDE
SHAREHOLDERS OF RIUNIONE ADRIATICA DI SICURTA SOCIETA
PER AZIONI; GRANT 3 SHARES OF THE COMPANY IN EXCHANGE
FOR EVERY 19 ORDINARY/PREFERRED SHARES OF RIUNIONE
ADRIATICA DI SICURTA SOCIETA PER AZIONI
PROPOSAL #3.: APPROVE THE CREATION OF AN AUTHORIZED ISSUER YES ABSTAIN N/A
CAPITAL 2006/I, REVOCATION OF THE AUTHORIZED CAPITAL
2004/I, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; AUTHORIZE THE BOARD OF
MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP
TO EUR 450,000,000 THROUGH THE ISSUE OF NEW
REGISTERED NO-PAR SHARES AGAINST PAYMENT IN CASH
AND/OR KIND, ON OR BEFORE 07 FEB 2011; APPROVE THAT
THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
FOR A CAPITAL INCREASE AGAINST CASH PAYMENT;
SHAREHOLDERS SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR
RESIDUAL AMOUNTS, IN ORDER TO GRANT SUCH RIGHTS TO
HOLDERS OF CONVERTIBLE OR WARRANT BONDS, AND FOR THE
ISSUE OF SHARE'S AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE OR AGAINST CONTRIBUTIONS IN KIND;
APPROVE THE AUTHORIZED CAPITAL 2004/I SHALL BE REVOKED
IN RESPECT OF ITS UNUSED PORTION OF EUR 424,100,864
PROPOSAL #4.: APPROVE THE CREATION OF AUTHORIZED ISSUER YES ABSTAIN N/A
CAPITAL 2006/II, REVOCATION OF THE AUTHORIZED CAPITAL
2004/II, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; AUTHORIZE THE BOARD OF
MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL UP TO
EUR 15,000,000 THROUGH THE ISSUE OF NEW REGISTERED
NO-PAR SHARES AGAINST PAYMENT IN CASH, ON OR BEFORE 07
FEB 2011; APPROVE THAT THE SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE ISSUE OF EMPLOYEE
SHARES, AND FOR RESIDUAL AMOUNTS; APPROVE THE
AUTHORIZED CAPITAL 2004/II SHALL BE REVOKED IN RESPECT
OF ITS UNUSED PORTION OF EUR 4,356,736
PROPOSAL #5.: APPROVE TO ISSUE CONVERTIBLE AND/OR ISSUER YES ABSTAIN N/A
WARRANT BONDS, THE CREATION OF CONTINGENT CAPITAL, AND
THE CORRESPONDING; AMEND THE ARTICLE OF ASSOCIATION;
AUTHORIZE THE SHAREHOLDERS MEETING OF 05 MAY 2004, TO
ISSUE CONVERTIBLE AND/OR WARRANT BONDS SHALL BE
REVOKED AND THE CORRESPONDING CONTINGENT CAPITAL 2004
REDUCED TO EUR 5,632,000; AUTHORIZE THE BOARD OF
MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO ISSUE BEARER OR REGISTERED BONDS
OF UP TO EUR 10,000,000,000, CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ONCE
OR MORE THAN ONCE ON OR BEFORE 07 FEB 2011; APPROVE
THE SHAREHOLDERS SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUNTS, IN ORDER TO GRANT SUCH RIGHTS TO
HOLDERS OF PREVIOUSLY ISSUED BONDS, FOR THE ISSUE OF
BOND'S 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, AND FOR THE ISSUE OF BONDS
AGAINST CONTRIBUTIONS IN KIND; APPROVE TO INCREASE THE
COMPANY'S SHARE CAPITAL ACCORDINGLY BY UP TO EUR
250,000,000 THROUGH THE ISSUE OF UP TO 97,656,250 NEW
REGISTERED NO-PAR SHARES, IN SO FAR AS CONVERTIBLE
AND/OR OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL
2006
PROPOSAL #6.: APPROVE: TO RENEW THE AUTHORIZATION TO ISSUER YES ABSTAIN N/A
ACQUIRE OWN SHARES FOR PURPOSES OF SECURITIES TRADING
FINANCIAL INSTITUTIONS IN WHICH THE COMPANY HOLDS A
MAJORITY INTEREST SHALL BE AUTHORIZED TO ACQUIRE AND
SELL SHARES OF THE COMPANY, AT PRICES NOT DEVIATING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON
OR BEFORE 07 AUG 2007; THE TRADING PORTFOLIO OF SHARES
TO BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED 5%
OF THE COMPANY'S SHARE CAPITAL AT THE END OF ANY DAY
PROPOSAL #7.: APPROVE THE AUTHORIZATION TO ACQUIRE OWN ISSUER YES ABSTAIN N/A
SHARES FOR PURPOSES OTHER THAN SECURITIES TRADING THE
COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF
UP TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A PRICE NOT DIFFERING MORE THAN 15% FROM
THE MARKET PRICE OF THE SHARES, OR BY WAY OF A
REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE THAN
20% FROM THE MARKET PRICE, ON OR BEFORE 07 AUG 2007;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES, TO
FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES, TO USE
THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE OR
OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES OF THE
COMPANY OR ITS AFFILIATES, TO USE UP TO 173,241
SHARES WITHIN THE SCOPE OF THE 2005 STOCK OPTION PLAN
OF RIUNIONE ADRIATICA DI SICURTA SOCIETA PER AZIONI,
AND TO RETIRE THE SHARES
------------------------------------------------------------------------------------
ISSUER: ALPHA NATURAL RESOURCES, INC.
TICKER: ANR CUSIP: 02076X102
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: E. LINN DRAPER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLENN A. EISENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. FOX, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRITZ R. KUNDRUN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HANS J. MENDE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL J. QUILLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TED G. WOOD ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2006
------------------------------------------------------------------------------------
ISSUER: ALPHARMA INC.
TICKER: ALO CUSIP: 020813101
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FINN BERG JACOBSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER G. TOMBROS ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ELIZABETH E. BAILEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS C. CAMILLERI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DUDLEY FISHBURN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE MUNOZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LUCIO A. NOTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN S. REED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN M. WOLF ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #03: STOCKHOLDER PROPOSAL 1 - REQUESTING SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN
PROPOSAL #04: STOCKHOLDER PROPOSAL 2 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
COMMITMENT TO GLOBAL HUMAN RIGHTS STANDARDS
PROPOSAL #05: STOCKHOLDER PROPOSAL 3 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
ADDRESS HEALTH HAZARDS FOR AFRICAN AMERICANS
ASSOCIATED WITH SMOKING MENTHOL CIGARETTES
PROPOSAL #06: STOCKHOLDER PROPOSAL 4 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
EXTEND NEW YORK FIRE-SAFE PRODUCTS GLOBALLY
PROPOSAL #07: STOCKHOLDER PROPOSAL 5 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
ADOPTION OF ANIMAL WELFARE POLICY
PROPOSAL #08: STOCKHOLDER PROPOSAL 6 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
SUPPORT FOR LAWS AT ALL LEVELS COMBATING USE OF TOBACCO
PROPOSAL #09: STOCKHOLDER PROPOSAL 7 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
FACILITATE MEDICAL EFFORTS TO DISSUADE SECONDHAND SMOKE
------------------------------------------------------------------------------------
ISSUER: ALUMINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL REPORT AND THE ISSUER NO N/A N/A
REPORTS OF THE DIRECTORS AND OF THE AUDITOR FOR THE YE
31 DEC 2005
PROPOSAL #2.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
31 DEC 2005
PROPOSAL #3.: RE-ELECT MR. DONALD M. MORLEY AS A ISSUER YES FOR N/A
DIRECTOR
------------------------------------------------------------------------------------
ISSUER: ALUMINUM CORPORATION OF CHINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE DIRECTORS OF ISSUER YES FOR N/A
THE COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR N/A
COMMITTEE OF THE COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #3.: APPROVE THE REPORT OF THE INTERNATIONAL ISSUER YES FOR N/A
AUDITORS AND THE AUDITED FINANCIAL STATEMENTS OF THE
GROUP AND THE COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES FOR N/A
THE FINAL DIVIDEND DISTRIBUTION PLAN OF THE COMPANY
FOR THE YE 31 DEC 2005 AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY TO DISTRIBUTE SUCH DIVIDEND
TO ITS SHAREHOLDERS
PROPOSAL #5.: APPROVE TO DETERMINE THE REMUNERATION OF ISSUER YES FOR N/A
THE DIRECTORS AND THE SUPERVISORS OF THE COMPANY FOR
THE YE 31 DEC 2006
PROPOSAL #6.: APPOINT PRICEWATERHOUSECOOPERS, HONG ISSUER YES FOR N/A
KONG CERTIFIED PUBLIC ACCOUNTATNT, AND
PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY
AS THE COMPANY'S INTERNATIONAL AND PRC AUDITORS,
RESPECTIVELY, UNTIL THE CONCLUSION OF THE FOLLOWING
AGM AND AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF THE COMPANY TO DETERMINE THEIR
REMUNERATION
PROPOSAL #7.: APPROVE THE PROPOSALS IF ANY PUT ISSUER YES AGAINST N/A
FORWARD AT SUCH MEETING BY ANY SHAREHOLDER(S) HOLDING
5% OR MORE OF THE SHARES CARRYING THE RIGHT TO PROPOSE
RESOLUTIONS AT SUCH MEETING
PROPOSAL #S.8: AUTHORIZE THE COMPANY TO ISSUE SHORT- ISSUER YES FOR N/A
TERM BONDS THE SHORT-TERM BONDS IN THE PRC WITH A
PRINCIPLE AMOUNT OF CNY 5 BILLION DURING THE PERIOD
FROM THE DATE WHEN APPROVAL FROM THE COMPANY'S
SHAREHOLDERS IS OBTAINED, AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM OF THE COMPANY FOR THE YE 31 DEC
2006 THE PROPOSED SHORT-TERM BOND ISSUE ; AUTHORIZE
THE CHAIRMAN THE CHAIRMAN OF THE BOARD OF DIRECTORS
OF THE COMPANY THE BOARD OR ANY PERSON AUTHORIZED
BY THE CHAIRMAN TO DETERMINE AND FINALIZE THE TERMS
AND CONDITIONS OF AND ANY RELEVANT MATTERS IN RELATION
TO THE PROPOSED SHORT-TERM BOND ISSUE BASED ON THE
NEEDS OF THE COMPANY AND THE MARKET CONDITIONS AT THE
TIME OF THE ISSUANCE, INCLUDING DETERMINING AND
FINALIZING THE FINAL PRINCIPAL AMOUNT AND INTEREST
RATES OF THE SHORT-TERM BONDS; AND AUTHORIZE THE BOARD
TO EXECUTE ALL NECESSARY DOCUMENTS, TO CONDUCT
APPROPRIATE INFORMATION DISCLOSURES AND/OR TO DO ALL
SUCH THINGS AND ACTS AS ARE CONSIDERED NECESSARY OR
EXPEDIENT AND IN THE INTERESTS OF THE COMPANY AND FOR
THE PURPOSE OF EFFECTING OR OTHERWISE IN CONNECTION
WITH ITS PROPOSED SHORT-TERM BOND ISSUE OR ANY MATTER
PROPOSAL #S.9: APPROVE TO ISSUE BY THE COMPANY OF A ISSUER YES FOR N/A
SHARES, SUBJECT TO THE FOLLOWING CONDITIONS: 1) THE
COMPANY WILL ISSUE A MAXIMUM OF 1,500,000,000 A SHARES
19.35% OF ALL ISSUED DOMESTIC SHARES OF THE COMPANY
AS AT THE DATE OF THE PASSING OF THIS RESOLUTION TO
THE PRC PUBLIC; 2) THE NOMINAL VALUE IS CNY 1.00 PER A
SHARE; 3) THE A SHARES ISSUED UNDER THE PROPOSED
ISSUE OF A SHARES WILL BE LISTED ON SHANGHAI STOCK
EXCHANGE OF THE PRC; 4) THE TARGET SUBSCRIBERS OF THE
A SHARES ARE PRC INDIVIDUALS AND INSTITUTIONAL
INVESTORS INCLUDING QUALIFIED FOREIGN INSTITUTIONAL
INVESTORS RECOGNIZED IN THE PRC HAVING A SHARE
ACCOUNTS WITH SHANGHAI STOCK EXCHANGE OF THE PRC,
EXCEPT THOSE PROHIBITED UNDER PRC LAWS AND
REGULATIONS; 5) AUTHORIZE THE BOARD OF DIRECTORS TO
DETERMINED THE ISSUE PRICE PER A SHARES IN ACCORDANCE
WITH MARKET PRINCIPLES BASED ON THE PRC SECURITIES
MARKET CONDITION AT THE TIME WHEN THE PROPOSED ISSUE
OF A SHARES TAKES PLACE, AND IN COMPLIANCE WITH
RELEVANT REGULATORY REQUIREMENTS; 6) FOLLOWING
COMPLETION OF THE PROPOSED ISSUE OF A SHARES, THE
SHARES OF THE COMPANY'S CURRENTLY IN ISSUE AND THE A
SHARES TO BE ISSUED WILL RANK EQUALLY IN RESPECT OF
ALL OF THE COMPANY'S UNDISTRIBUTED RETAINED PROFITS AT
THE TIME WHEN THE PROPOSED ISSUE OF A SHARES TAKES
PLACE; 7) AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY TO DETERMINE AND DEAL WITH AT ITS DISCRETION:
A) ALL MATTERS IN RELATION TO THE PROPOSED ISSUE OF A
SHARES INCLUDING BUT NOT LIMITED TO THE SPECIFIC
TIMING OF ISSUE, NUMBER OF A SHARES TO BE ISSUED,
ISSUE MECHANISM, PRICING, ISSUE PRICE, TARGET
SUBSCRIBERS AND THE NUMBER AND PROPORTION OF A SHARES
TO BE ISSUED TO EACH SUBSCRIBER ; B) TO SIGN OR
EXECUTE ALL NECESSARY DOCUMENTS INCLUDING BUT NOT
LIMITED TO THE PRELIMINARY PROSPECTUS, THE PROSPECTUS,
UNDERWRITING AGREEMENT(S), THE LISTING AGREEMENT AND
VARIOUS RELATED ANNOUNCEMENTS); C) TO EFFECT AND CARRY
OUT NECESSARY FORMALITIES INCLUDING BUT NOT LIMITED
TO PROCEDURES FOR LISTING OF THE A SHARES ON SHANGHAI
STOCK EXCHANGE ; D) TO TAKE ALL OTHER NECESSARY
ACTIONS IN CONNECTION WITH THE PROPOSED ISSUE OF A
SHARES, AS WELL AS TO HANDLE ALL REGISTRATION REQUIRED
IN RELATION TO CHANGES IN THE REGISTERED CAPITAL OF
THE COMPANY FOLLOWING THE COMPLETION OF THE PROPOSED
ISSUE OF A SHARES; AND 8) AUTHORITY EXPIRES ON 12
MONTHS FROM THE DATE WHEN THE RESPECTIVE RESOLUTIONS
ARE PASSED, SUBJECT TO THE APPROVAL OF CHINA
SECURITIES REGULATORY COMMITTEE ; AND APPROVE TO ISSUE
A SHARES, SUBJECT TO APPROVAL OF CHINA SECURITIES
REGULATORY COMMITTEE, AS FOLLOWS: 1) APPROXIMATELY CNY
1,974 MILLION WILL BE USED TO FUND AN ALUMINA
BROWNFIELD PROJECT OF THE COMPANY'S HENAN BRANCH; 2)
APPROXIMATELY CNY 538 MILLION WILL BE USED TO FUND A
PROJECT OF ALUMINA PRODUCTION-LINE OF THE COMPANY'S
ZHONGZHOU BRANCH; 3) APPROXIMATELY CNY 1,724 MILLION
WILL BE USED TO FUND AN ALUMINA BROWNFIELD AND
ENVIRONMENTAL ENHANCEMENT PROJECT OF THE COMPANY'S
GUIZHOU BRANCH; 4) APPROXIMATELY CNY 120 MILLION WILL
BE USED TO INVEST IN SHANXI HUAZE ALUMINUM AND POWER
COMPANY LIMITED, WHICH INVESTMENT IS
PROPOSAL #S.10: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY AS SPECIFIED; AND AUTHORIZE THE BOARD TO
MAKE FURTHER AMENDMENTS TO THE ARTICLE OF ASSOCIATION
OF THE COMPANY TO MEET THE SPECIFIC CONDITIONS OF THE
PUBLIC OFFER OF THE PROPOSED ISSUE OF A SHARES AND IN
ACCORDANCE WITH THE OPTION, NOTICES AND REQUIREMENTS
OF THE RELEVANT LAW AND REGULATIONS IN FORCE AT THE
TIME OF THE PROPOSED ISSUE OF A SHARES OR TO MAKE ALL
NECCESARY FILLINGS AND REGISTRATIONS OF THE AMENDED
ARTICLE OF ASSOCIATION FOR THE COMPANY WITH PRC, HONG
KONG AND OTHER AUTHORITES
PROPOSAL #S.11: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
THE COMPANY AN UNCONDITIONAL GENERAL MANDATE TO ISSUE,
ALLOT AND DEAL WITH ADDITIONAL H SHARES IN THE
CAPITAL OF THE COMPANY, TO MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS IN RESPECT THEREOF, SUBJECT TO
THE FOLLOWING CONDITIONS: A) SUCH MANDATE SHALL NOT
EXTEND BEYOND THE RELEVANT PERIOD SAVE THAT THE BOARD
OF DIRECTORS OF THE COMPANY MAY DURING THE RELEVANT
PERIOD MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
WHICH MIGHT REQUIRE THE EXERCISE OF SUCH POWERS AFTER
THE END OF THE RELEVANT PERIOD; B) THE AGGREGATE
NOMINAL AMOUNT OF SHARES ALLOTTED OR AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED
WHETHER PURSUANT TO AN OPTION OR OTHERWISE BY THE
BOARD OF DIRECTORS OF THE COMPANY SHALL NOT EXCEED 20%
OF THE AGGREGATE NOMINAL AMOUNT OF H SHARES IN ISSUE
AS AT THE DATE OF THIS RESOLUTION; AND C) THE BOARD OF
DIRECTORS WILL ONLY 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; AUTHORIZE THE
BOARD OF DIRECTORS TO EXECUTE AND DO OR PROCURE TO BE
EXECUTED AND DONE, ALL SUCH DOCUMENTS, DEEDS AND
THINGS AS IT MAY CONSIDER NECESSARY IN CONNECTION WITH
THE ISSUE OF SUCH NEW SHARES INCLUDING, WITHOUT
LIMITATION, THE TIME AND PLACE OF ISSUE, MAKING ALL
NECESSARY APPLICATIONS TO THE RELEVANT AUTHORITIES,
ENTERING INTO AN UNDERWRITING AGREEMENT OR ANY OTHER
AGREEMENT ; B) TO DETERMINE THE USE OF PROCEEDS AND TO
MAKE ALL NECESSARY FILINGS AND REGISTRATIONS WITH THE
RELEVANT PRC, HONG KONG AND OTHER AUTHORITIES; AND C)
TO INCREASE THE REGISTERED CAPITAL OF THE COMPANY IN
ACCORDANCE WITH THE ACTUAL INCREASE OF CAPITAL BY
ISSUING SHARES PURSUANT TO THIS RESOLUTION, TO
REGISTER THE INCREASED CAPITAL WITH THE RELEVANT
AUTHORITIES IN THE PRC AND TO MAKE SUCH AMENDMENTS TO
THE ARTICLES OF ASSOCIATION OF THE COMPANY AS IT
THINKS FIT SO AS TO REFLECT THE INCREASE IN REGISTERED
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
FOLLOWING THE PASSING OF THIS RESOLUTION OR THE DATE
ON WHICH THE AUTHORITY AS SPECIFIED IN THIS RESOLUTION
------------------------------------------------------------------------------------
ISSUER: AMAZON.COM, INC.
TICKER: AMZN CUSIP: 023135106
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEFFREY P. BEZOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TOM A. ALBERG 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: WILLIAM B. GORDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MYRTLE S. POTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS O. RYDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS INDEPENDENT AUDITORS
------------------------------------------------------------------------------------
ISSUER: AMCOR LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL REPORT ISSUER NO N/A N/A
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS IN
RESPECT OF THE YE 30 JUN 2005
PROPOSAL #2.A: ELECT MR. J.G. JOHN THORN AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH RULE 50 OF THE COMPANY'S
CONSTITUTION
PROPOSAL #2.B: ELECT MR. K.N. KEN MACKENZIE AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH RULE 50 OF THE COMPANY'S
CONSTITUTION
PROPOSAL #2.C: ELECT MR. E.J.J. ERNEST POPE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.: APPROVE THE ACQUISITION BY THE MANAGING ISSUER YES AGAINST N/A
DIRECTOR AND CHIEF EXECUTIVE OFFICER, MR. K.N.
MACKENZIE, OF OPTION AND PERFORMANCE RIGHTS TO ACQUIRE
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY IN
ACCORDANCE WITH THE TERMS AS SPECIFIED
PROPOSAL #4.: ADOPT THE REMUNERATION REPORT FOR THE ISSUER YES AGAINST N/A
COMPANY INCLUDING IN THE REPORT OF THE DIRECTORS FOR
THE YE 30 JUN 2005
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ISSUER: AMERADA HESS CORPORATION
TICKER: AHC CUSIP: 023551104
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.B. HESS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.G. MATTHEWS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. LAVIZZO-MOUREY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.H. VON METZSCH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR
ENDING DECEMBER 31, 2006.
PROPOSAL #03: PROPOSAL TO CHANGE THE NAME OF THE ISSUER YES FOR FOR
COMPANY TO HESS CORPORATION
PROPOSAL #04: PROPOSAL TO AMEND THE COMPANY'S RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK TO 600,000,000
SHARES.
PROPOSAL #05: PROPOSAL TO APPROVE THE PERFORMANCE ISSUER YES FOR FOR
INCENTIVE PLAN FOR SENIOR OFFICERS
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ISSUER: AMERICAN EXPRESS COMPANY
TICKER: AXP CUSIP: 025816109
MEETING DATE: 4/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
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
ELECTION OF DIRECTOR: P. CHERNIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.R. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.E. JORDAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LESCHLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.A. MCGINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.D. MILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.P. POPOFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. WALTER ISSUER YES FOR FOR
PROPOSAL #02: THE SELECTION OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR 2006.
PROPOSAL #03: A SHAREHOLDER PROPOSAL RELATING TO STOCK SHAREHOLDER YES AGAINST FOR
OPTIONS.
PROPOSAL #04: A SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
MAJORITY VOTING FOR DIRECTORS.
PROPOSAL #05: A SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES AGAINST FOR
COMPANY'S EMPLOYMENT POLICIES.
PROPOSAL #06: A SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
REIMBURSEMENT OF EXPENSES FOR CERTAIN SHAREHOLDER-
NOMINATED DIRECTOR CANDIDATES.
------------------------------------------------------------------------------------
ISSUER: AMERICAN FINANCIAL GROUP, INC.
TICKER: AFG CUSIP: 025932104
MEETING DATE: 5/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CARL H. LINDNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARL H. LINDNER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. CRAIG LINDNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH C. AMBRECHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THEODORE H. EMMERICH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES E. EVANS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TERRY S. JACOBS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM R. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM W. VERITY ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR 2006
PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS
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ISSUER: AMERICAN GREETINGS CORPORATION
TICKER: AM CUSIP: 026375105
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOSEPH S. HARDIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. JERRY SUE THORNTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY WEISS ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: AMERIPRISE FINANCIAL, INC.
TICKER: AMP CUSIP: 03076C106
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: IRA D. HALL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JEFFREY NODDLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD F. POWERS, III ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2006.
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ISSUER: AMERISOURCEBERGEN CORPORATION
TICKER: ABC CUSIP: 03073E105
MEETING DATE: 2/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD C. GOZON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LAWRENCE WILSON ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENT OF CERTIFICATE OF ISSUER YES AGAINST AGAINST
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK THAT THE COMPANY IS AUTHORIZED TO ISSUE.
PROPOSAL #03: APPROVAL OF AMENDMENTS TO THE ISSUER YES FOR FOR
AMERISOURCEBERGEN CORPORATION 2002 MANAGEMENT STOCK
INCENTIVE PLAN AND APPROVAL OF THE 2002 PLAN, AS
AMENDED.
PROPOSAL #04: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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ISSUER: AMR CORPORATION
TICKER: AMR CUSIP: 001765106
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GERARD J. ARPEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. BACHMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. BOREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD A. BRENNAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARMANDO M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EARL G. GRAVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN M. KOROLOGOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP J. PURCELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY M. ROBINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW K. ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER T. STAUBACH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2006.
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR NON-EMPLOYEE DIRECTORS.
PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO A SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTION VOTE THRESHOLD.
PROPOSAL #05: STOCKHOLDER PROPOSAL RELATING TO AN SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN.
PROPOSAL #06: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
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ISSUER: AMVESCAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE THE PASSING OF THE RESOLUTION ISSUER YES FOR N/A
OF THE EGM OF THE COMPANY DATED 04 OCT 2005 AS
PRESCRIBED ; AND EACH AND EVERY ALTERATION OR
ABROGATION OF THE SPECIAL RIGHTS AND PRIVILEGES
ATTACHED TO THE ORDINARY SHARES INVOLVED IN OR
EFFECTED BY THE PASSING AND IMPLEMENTATION OF SUCH
RESOLUTION
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ISSUER: AMVESCAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/1/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE COMPANY: 1.A) TO INCREASED ISSUER YES FOR N/A
THE AUTHORISED SHARE CAPITAL FROM GBP 262,500,000 TO
GBP 262,550,000 BY THE CREATION OF 50,000 REDEEMABLE
PREFERENCE SHARES OF GBP 1 EACH, SUCH SHARES TO CARRY
THE RIGHTS SET OUT IN THE ARTICLES OF ASSOCIATION AS
AMENDED IN ACCORDANCE WITH PARAGRAPH 1(C) OF THIS
RESOLUTION THE PREFERENCE SHARES ; B) IN ADDITION TO
THE AUTHORITY GRANTED TO THE DIRECTORS AT THE MOST
RECENT AGM OF THE COMPANY, AUTHORIZE THE DIRECTORS,
PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985, TO
ALLOT 50,000 PREFERENCE SHARES WITH A MAXIMUM NOMINAL
AMOUNT OF GBP 50,000, AUTHORITY EXPIRE ON 31 DEC 2005;
C) AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY;
2) SUBJECT TO: A) THE /USD RATE AS SPECIFIED BEING
NO LESS THAN 1/USD 0.40, AND B) THE PASSING AS AN
EXTRAORDINARY RESOLUTION AT A SEP OF THE HOLDERS OF
THE ORDINARY SHARES IN THE CAPITAL OF THE COMPANY OR
ANY ADJOURNMENT THEREOF OF THE RESOLUTION SET OUT IN
THE NOTICE DATED 04 OCT 2005 CONVENING SUCH MEETING,
THE ORDINARY SHARE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELING AND EXTINGUISHING ALL OF THE ISSUED AND
UNISSUED ORDINARY SHARES OF 25P EACH EACH ORDINARY
SHARE, A RELEVANT ORDINARY SHARE AND THE CREDIT
ARISING IN THE COMPANY'S BOOKS OF ACCOUNT AS A RESULT
OF SUCH CANCELLATION AND EXTINCTION BE TRANSFERRED TO
A SPECIAL RESERVE OF THE COMPANY THE CANCELLATION
RESERVE AND THE AMOUNT STANDING TO THE CREDIT OF THE
COMPANY'S SHARE PREMIUM ACCOUNT BE CANCELLED AND THE
CREDIT ARISING IN THE COMPANY'S BOOKS OF ACCOUNT AS A
RESULT OF SUCH CANCELLATION BE TRANSFERRED TO A
SPECIAL RESERVE OF THE COMPANY THE SPECIAL RESERVE
TOGETHER WITH THE CANCELLATION AND EXTINCTION OF THE
RELEVANT ORDINARY SHARES, THE REDUCTION ; 3.A) APPROVE
THE COMPANY, TO INCREASED THE AUTHORISED SHARE
CAPITAL FROM GBP 50,000.25 TO GBP 50,000.25 AND USD
105,000,000 BY THE CREATION OF 1,050,000,000 NEW
ORDINARY SHARES WITH A NOMINAL VALUE OF 10 US CENTS
EACH EACH SUCH SHARE, A USD SHARE , SUCH USD SHARES
TO HAVE THE SAME RIGHTS AND RESTRICTIONS ATTACHED
THERETO SAVE AS TO THE AMOUNT PAID UP ON EACH SHARE
AS ARE ATTACHED BY THE ARTICLES OF ASSOCIATION OF THE
COMPANY AS AMENDED IN ACCORDANCE WITH PARAGRAPH 7 OF
THIS RESOLUTION; B) THE SUMS STANDING TO THE CREDIT OF
EACH OF THE CANCELLATION RESERVE AND THE SPECIAL
RESERVE BE CONVERTED INTO USD AT THE SPOT RATE OF
EXCHANGE FOR THE PURCHASE OF USD WITH STERLING AT 8:00
A.M. ON THE DAY ON WHICH THE COURT ORDER CONFIRMING
THE REDUCTION IS MADE THE /USD RATE , C) THE SUM
STANDING TO THE CREDIT OF THE CANCELLATION RESERVE AS
A RESULT OF THE CONVERSION REFERRED TO IN SUB-
PARAGRAPH (3)(B) BE APPLIED IN PAYING UP SUCH NUMBER
OF USD SHARES AS IS EQUAL TO THE AGGREGATE NUMBER OF
ISSUED RELEVANT ORDINARY SHARES THE REQUIRED NUMBER
IN FULL AT PAR, PROVIDED THAT IF THERE WOULD OTHERWISE
BE ANY SURPLUS AMOUNT REMAINING IN THE CANCELLATION
RESERVE, SUCH SURPLUS AMOUNT SHALL BE TRANSFERRED TO
THE SPECIAL RESERVE; D) THE REQUIRED NUMBER OF USD
SHARES BE ALLOTTED AND ISSUED CREDITED AS FULLY PAID
TO THOSE PERSONS WHO APPEARED O
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ISSUER: AMVESCAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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 THEREON
PROPOSAL #2.: RECEIVE AND ADOPT THE REPORT OF THE ISSUER YES AGAINST N/A
BOARD ON REMUNERATION
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: ELECT MR. MARTIN L. FLANAGAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: ELECT MR. J. THOMAS PRESBY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #6.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE AUDIT COMMITTEE TO FIX
THEIR REMUNERATION
PROPOSAL #7.: AUTHORIZE THE DIRECTOR TO ALLOT SHARES ISSUER YES FOR N/A
PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985
PROPOSAL #s.8: APPROVE TO DISAPPLY STATUTORY PRE- ISSUER YES FOR N/A
EMPTION RIGHTS PURSUANT TO SECTION 95 OF THE COMPANIES
ACT 1985
PROPOSAL #s.9: APPROVE TO RENEW THE COMPANY'S ISSUER YES FOR N/A
AUTHORITY TO MAKE MARKET PURCHASES OF ITS OWN ORDINARY
SHARES
PROPOSAL #s.10: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: ANADOLU EFES BIRACILIK VE MALT SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE CHAIRMAN AND AUTHORIZE THE ISSUER NO N/A N/A
CHAIRMAN TO SIGN THE MINUTES OF THE ASSEMBLY
PROPOSAL #2.: RECEIVE THE BOARD OF DIRECTORS ACTIVITY ISSUER NO N/A N/A
REPORT, AUDITORS REPORT AND INDEPENDENT AUDITING
COMPANY'S REPORT
PROPOSAL #3.: RECEIVE THE CONSOLIDATED BALANCE SHEET ISSUER NO N/A N/A
AND INCOME STATEMENT OF YEAR 2005 PREPARED IN
ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING
STANDARDS
PROPOSAL #4.: APPROVE THE DISTRIBUTION OF PROFIT ISSUER NO N/A N/A
PROPOSAL #5.: RATIFY THE MEMBERS ELECTED IN THE MID- ISSUER NO N/A N/A
TERM FOR THE VACATED BOARD MEMBERSHIPS WHICH BECAME
VACANT BY RESIGNATION
PROPOSAL #6.: GRANT DISCHARGE TO THE BOARD MEMBERS AND ISSUER NO N/A N/A
THE AUDITORS
PROPOSAL #7.: AMEND ARTICLE 4 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION WITHIN THE TERMS OF PRIOR AUTHORIZATION
GRANTED BY CAPITAL MARKET BOARD AND MINISTRY OF
INDUSTRY AND TRADE
PROPOSAL #8.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND TO DETERMINE HIS/HER TERM IN OFFICE AND
REMUNERATION
PROPOSAL #9.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
AUDITORS AND TO DETERMINE HIS/HER TERM IN OFFICE AND
REMUNERATION
PROPOSAL #10.: ACKNOWLEDGE THE DONATIONS GIVEN ACROSS ISSUER NO N/A N/A
YEAR 2005
PROPOSAL #11.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS IN ACCORDANCE WITH THE ARTICLES 334 AND 335
OF THE TURKISH TRADE CODEC
PROPOSAL #12.: ELECT THE INDEPENDENT AUDITING COMPANY ISSUER NO N/A N/A
IN ACCORDANCE WITH THE CAPITAL MARKET BOARD'S
REGULATION CONCERNING CAPITAL MARKET INDEPENDENT
EXTERNAL AUDITING
PROPOSAL #13.: CLOSING ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: ANGLO AMERN PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS OF THE ISSUER YES FOR N/A
COMPANY AND THE GROUP AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS FOR THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE TO DECLARE A FINAL DIVIDEND OF ISSUER YES FOR N/A
95 US CENTS INCLUDING A SPECIAL DIVIDEND OF 33 US
CENTS PER ORDINARY SHARE
PROPOSAL #3.: ELECT MR. PETER WOICKE AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #4.: ELECT MR. MAMPHELA RAMPHELE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. DAVID CHALLEN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. FRED PHASWANA AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #7.: RE-ELECT SIR MARK MOODY-STUART AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY FOR THE ENSUING YEAR
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #10.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005
PROPOSAL #11.: APPROVE TO RENEW 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,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 248,750,000
497.5 MILLION ORDINARY SHARES ; AUTHORITY EXPIRES AT
THE AGM OF THE COMPANY IN 2007
PROPOSAL #s.12: APPROVE TO RENEW THE POWER, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF ORDINARY RESOLUTION 11, TO ALLOT
EQUITY SECURITIES WHOLLY FOR CASH CONFERRED ON THE
DIRECTORS BY ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, UP TO AN AGGREGATE NOMINAL AMOUNT OF USD
37,250,000 74.5 MILLION ORDINARY SHARES ; AUTHORITY
EXPIRES AT THE AGM OF THE COMPANY IN 2007
PROPOSAL #s.13: 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, ON WHICH SUCH ORDINARY SHARE IS
CONTRACTED TO BE PURCHASED AND THE AMOUNT STIPULATED
BY ARTICLE 5(1) OF THE BUY BACK AND STABILIZATION
REGULATIONS 2003; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2007 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #s.14: AMEND ARTICLE 70 OF THE COMPANY'S ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION BY INCREASING THE MAXIMUM
NUMBER OF DIRECTORS FROM 16 TO 18
------------------------------------------------------------------------------------
ISSUER: ANGLO PLATINUM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2006 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 2005, TOGETHER WITH THE
REPORT OF THE AUDITORS
PROPOSAL #2.1: RE-ELECT MR. B.E. DAVISON AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.2: ELECT MR. D.A. HATHRON AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #2.3: RE-ELECT DR. B.A. KHUMALO AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.4: RE-ELECT MRS. T.H. NYASULU AS A ISSUER YES AGAINST N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.5: RE-ELECT MR. A.M. THEBYANE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.6: RE-ELECT MR. R.H.H. VAN KERCKHOVEN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.7: RE-ELECT MR. T.A. WIXLEY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #3.: APPOINT DELOITTE AND TOUCHE AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #S.4: AUTHORIZE THE COMPANY AND/OR ANY OF ITS ISSUER YES FOR N/A
SUBSIDIARIES, IN TERMS OF SECTIONS 85 AND 89 OF THE
COMPANIES ACT 1973 AS AMENDED THE COMPANIES ACT AND
IN TERMS OF THE LISTING REQUIREMENTS OF THE JSE
LIMITED THE LISTING REQUIREMENTS , TO ACQUIRE
ORDINARY SHARES OF 10 CENTS EACH ISSUED BY THE
COMPANY, ON THE OPEN MARKET OF JSE, AS DETERMINED BY
THE DIRECTORS, 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 ; ANY DERIVATIVE TRANSACTIONS
WHICH MAY RESULT IN THE REPURCHASE OF ORDINARY SHARES
MUST BE PRICED AS FOLLOWS: THE STRIKE PRICE OF ANY PUT
OPTION WRITTEN BY THE COMPANY MAY NOT BE AT A PRICE
GREATER THAN OR MAY BE GREATER THAN THAT STIPULATED IN
THIS RESOLUTION AT THE TIME OF ENTERING INTO THE
DERIVATIVE AGREEMENT BUT THE COMPANY MAY NOT EXERCISE
THAT CALL OPTION IF IT IS MORE THAN 10% OUT OF THE
MONEY AND THE STRIKE PRICE OF ANY FORWARD AGREEMENT
MAY BE GREATER THAN THAT STIPULATED IN THIS RESOLUTION
BUT LIMITED TO THE FAIR VALUE OF A FORWARD AGREEMENT
BASED ON A SPOT PRICE NOT GREATER THAN THAT STIPULATED
IN THIS RESOLUTION; A PAID PRESS ANNOUNCEMENT WILL BE
PUBLISHED AS SOON AS POSSIBLE AND NOT LATER THAN 8.30
ON THE BUSINESS DAY, WHEN THE COMPANY AND/OR ANY OF
ITS SUBSIDIARIES 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 #5.O.1: APPROVE TO PLACE ALL THE UNISSUED ISSUER YES FOR N/A
ORDINARY SHARES OF 10 CENTS EACH IN THE SHARE 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 UNDER THE
CONTROL OF THE DIRECTORS AND AUTHORIZE THE DIRECTORS,
SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT, 1973,
AS AMENDED, AND THE LISTING REQUIREMENTS OF THE JSE
LIMITED, TO ALLOT AND ISSUE SHARES TO SUCH PERSONS ON
SUCH TERMS AND CONDITIONS AS THEY DETERMINE;
AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY
PROPOSAL #5.O.2: APPROVE THE AMENDMENTS TO THE ANGLO ISSUER YES FOR N/A
AMERICAN PLATINUM DEFERRED BONUS PLAN 2003
PROPOSAL #5.O.3: APPROVE TO INCREASE THE NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTORS FEES AS FOLLOWS: AUDIT COMMITTEE: MEMBER'S
FEE FROM ZAR 55,000 PER ANNUM TO ZAR 65,000 PER ANNUM
AND CHAIRMAN'S FEE FROM ZAR 75,000 PER ANNUM TO ZAR
1,00,000 PER ANNUM; CORPORATE GOVERNANCE COMMITTEE:
MEMBER'S FEE FROM ZAR 25,000 PER ANNUM TO ZAR 30,000
PER ANNUM AND CHAIRMAN'S FEE FROM ZAR 40,000 PER ANNUM
TO ZAR 50,000 PER ANNUM; NOMINATION COMMITTEE:
MEMBER'S FEE FROM ZAR 25,000 PER ANNUM TO ZAR 30,000
PER ANNUM AND CHAIRMAN'S FEE FROM ZAR 40,000 PER ANNUM
TO ZAR 50,000 PER ANNUM; REMUNERATION COMMITTEE:
MEMBER'S FEE FROM ZAR 40,000 PER ANNUM TO ZAR 50,000
PER ANNUM AND CHAIRMAN'S FEE FROM ZAR 65,000 PER ANNUM
TO ZAR 90,000 PER ANNUM; AND SAFETY AND SUSTAINABLE
DEVELOPMENT COMMITTEE: MEMBER'S FEE FROM ZAR 25,000
PER ANNUM TO ZAR 30,000 PER ANNUM AND CHAIRMAN'S FEE
FROM ZAR 40,000 PER ANNUM TO ZAR 50,000 PER ANNUM
PROPOSAL #5.O.4: AUTHORIZE ANY ONE DIRECTOR OR ISSUER YES FOR N/A
ALTERNATE DIRECTOR OF THE COMPANY TO SIGN ALL SUCH
DOCUMENTS AND TO DO ALL SUCH THINGS AS MAY BE
NECESSARY FOR OR INCIDENTAL TO THE IMPLEMENTATION OF
THE ABOVEMENTIONED RESOLUTIONS
------------------------------------------------------------------------------------
ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE FINAL DIVIDEND OF USD 0.94 ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. RAMON JARA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. CHARLES BAILEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. GONZALO MENENDEZ AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. PHILIP ADEANE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT DELOITTE TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE BOARD TO DETERMINE THEIR
REMUNERATION
PROPOSAL #S.9: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR N/A
CAPITAL TO GBP 67 MILLIONS AND AUTHORIZE THE DIRECTORS
TO CAPITALIZE GBP 39,434,267.80 IN PAYING UP NEW
ORDINARY SHARES OF 5P EACH ISSUE OF EQUITY WITH PRE-
EMPTIVE RIGHTS UP TO GBP 39,434,267.80, AMEND RIGHTS
ATTACHED TO THE 5 CUMULATIVE PREFERENCE SHARES
PROPOSAL #S.10: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
PROPOSAL #S.11: AUTHORIZE 98,581,669 ORDINARY SHARES ISSUER YES FOR N/A
FOR MARKET PURCHASE
------------------------------------------------------------------------------------
ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: ADOPT THE REVISED ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: AON CORPORATION
TICKER: AOC CUSIP: 037389103
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PATRICK G. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY C. CASE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDGAR D. JANNOTTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAN KALFF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESTER B. KNIGHT ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: J. MICHAEL LOSH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: R. EDEN MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREW J. MCKENNA ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROBERT S. MORRISON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD B. MYERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLORIA SANTONA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CAROLYN Y. WOO ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS AON'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
PROPOSAL #03: APPROVAL OF MATERIAL TERMS OF THE ISSUER YES FOR FOR
PERFORMANCE GOALS UNDER, AND AN AMENDMENT TO, THE
SENIOR OFFICER INCENTIVE COMPENSATION PLAN.
PROPOSAL #04: APPROVAL OF MATERIAL TERMS OF THE ISSUER YES AGAINST AGAINST
PERFORMANCE GOALS UNDER, AND AN AMENDMENT TO, THE AON
STOCK INCENTIVE PLAN.
------------------------------------------------------------------------------------
ISSUER: APACHE CORPORATION
TICKER: APA CUSIP: 037411105
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FREDERICK M. BOHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE D. LAWRENCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RODMAN D. PATTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES J. PITMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAY A. PRECOURT ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF 50,000 ADDITIONAL SHARES ISSUER YES FOR FOR
AUTHORIZED FOR THE NON-EMPLOYEE DIRECTORS
COMPENSATION PLAN.
------------------------------------------------------------------------------------
ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, AFTER REVIEWING THE MANAGEMENT ISSUER NO N/A N/A
REPORT OF THE BOARD OF DIRECTORS AND THE STATEMENT BY
THE INDEPENDENT COMPANY AUDITOR, THE ANNUAL ACCOUNTS
FOR THE 2005 FY IN THEIR ENTIRETY, WITH A RESULTING
PROFIT FOR ARCELOR S.A. OF EUR 2,005,955,528.33
PROPOSAL #2.: APPROVE, AFTER REVIEWING THE MANAGEMENT ISSUER NO N/A N/A
REPORT OF THE BOARD OF DIRECTORS AND THE STATEMENT BY
THE INDEPENDENT COMPANY AUDITOR, THE CONSOLIDATED
ACCOUNTS FOR THE 2005 FY
PROPOSAL #3.: APPROVE TO SET THE AMOUNT OF FEES TO BE ISSUER NO N/A N/A
ALLOCATED TO THE BOARD OF DIRECTORS AT EUR 1,600,000
PROPOSAL #4.: APPROVE THE ALLOCATION OF RESULTS OF THE ISSUER NO N/A N/A
FY AS FOLLOWS: FY RESULTS: EUR 2,005,955,528.33,
RETAINED EARNINGS: EUR 572,833,334.07, TRANSFER TO THE
RESERVES FOR TREASURY SHARES: EUR 5,283,631.26,
RESULTS TO BE ALLOCATED: EUR 2,573,505,231.14,
ALLOCATION TO THE LEGAL RESERVE: EUR 100,297,776.40,
ALLOCATION TO OTHER RESERVES: NIL, DIRECTORS FEES:
EUR 1,600,000.00, DIVIDEND OF EUR 1.85 GROSS PER
SHARE FOR THE 2005 FY: EUR 1,183,582,504.95, INCOME
CARRY FORWARD: EUR 1,288,024,949.79
PROPOSAL #5.: GRANT DISCHARGE TO THE DIRECTORS FOR THE ISSUER NO N/A N/A
2005 FY
PROPOSAL #6.: APPOINT MR. ULRICH HARTMANN AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2008
PROPOSAL #7.: APPOINT MR. JOSEPH KINSCH AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2008
PROPOSAL #8.: APPOINT MR. EDMOND PACHURA AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2008
PROPOSAL #9.: APPOINT MR. FERNAND WAGNER AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 2 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2008
PROPOSAL #10.: APPOINT MR. HEDWIG DE KOKER AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2009
PROPOSAL #11.: APPOINT MR. JEAN-PIERRE HANSEN AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2009
PROPOSAL #12.: APPOINT MR. DANIEL MELIN AS A DIRECTOR ISSUER NO N/A N/A
FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT THE TIME OF
THE AGM TO BE HELD IN 2009
PROPOSAL #13.: APPOINT MR. SERGIO SILVA DE FREITAS AS ISSUER NO N/A N/A
A DIRECTOR FOR A MANDATE OF 3 YEARS WHICH EXPIRES AT
THE TIME OF THE AGM TO BE HELD IN 2009
PROPOSAL #14.: APPOINT MR. JOHN CASTEGNARO AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 4 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #15.: APPOINT MR. MANUEL FERNANDEZ LOPEZ AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 4 YEARS WHICH EXPIRES AT
THE TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #16.: APPOINT MR. FRANCISCO JAVIER DE LA RIVA ISSUER NO N/A N/A
GARRIGA AS A DIRECTOR FOR A MANDATE OF 4 YEARS WHICH
EXPIRES AT THE TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #17.: APPOINT MR. JOSE RAMON ALVAREZ ISSUER NO N/A N/A
RENDUELES AS A DIRECTOR FOR A MANDATE OF 4 YEARS WHICH
EXPIRES AT THE TIME OF THE AGM TO BE HELD IN 2010
PROPOSAL #18.: APPOINT CORPORACION JMAC B.V. AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 5 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2011
PROPOSAL #19.: APPOINT MR. JEAN-YVES DURANCE AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 5 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM TO BE HELD IN 2011
PROPOSAL #20.: APPOINT HRH PRINCE WILLIAM OF ISSUER NO N/A N/A
LUXEMBOURG AS A DIRECTOR FOR A MANDATE OF 5 YEARS
WHICH EXPIRES AT THE TIME OF THE AGM TO BE HELD IN 2011
PROPOSAL #21.: APPOINT MR. GEORGES SCHMIT AS A ISSUER NO N/A N/A
DIRECTOR FOR A MANDATE OF 5 YEARS WHICH EXPIRES AT THE
TIME OF THE AGM OF SHAREHOLDERS TO BE HELD IN 2011
PROPOSAL #22.: AUTHORIZE THE COMPANY'S BOARD OF ISSUER NO N/A N/A
DIRECTORS, IN SUBSTITUTION TO THE AUTHORITY GRANTED BY
THE SHAREHOLDERS MEETING OF 29 APR 2006, WITH OPTION
TO DELEGATE, AND THE CORPORATE BODIES OF THE OTHER
COMPANIES IN THE GROUP REFERRED TO IN ARTICLE 49BIS OF
THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES LAW , TO
ACQUIRE AND SELL SHARES IN THE COMPANY, UNDER THE
CONDITIONS SET FORTH IN THE LAW; SUCH PURCHASES AND
SALES MAY BE CARRIED OUT FOR ANY AUTHORIZED PURPOSE OR
WHICH WOULD COME TO BE AUTHORIZED BY THE LAWS AND
REGULATIONS IN FORCE, IN PARTICULAR VIEW OF THE
FOLLOWING OBJECTIVES: 1) TO STIMULATE THE SECONDARY
MARKET OR THE LIQUIDITY OF THE SHARES THROUGH AN
INVESTMENT SERVICES PROVIDER IN CONNECTION WITH A
LIQUIDITY CONTRACT PURSUANT TO APPLICABLE REGULATIONS
AND NOTABLY TO A CODE OF ETHICS RECOGNIZED OR ACCEPTED
BY THE COMPETENT STOCK MARKET AUTHORITIES; 2) TO
ATTRIBUTE SHARES OF THE COMPANY TO EMPLOYEES, SENIOR
MANAGEMENT, CORPORATE REPRESENTATIVES OF THE COMPANY
AND OF ASSOCIATED COMPANIES OR ENTERPRISES IN
CONNECTION WITH PARTICIPATING IN THE RESULTS OF THE
COMPANY'S EXPANSION, EMPLOYEE SHAREHOLDING PLANS,
OPTION PLANS OR COMPANY SAVINGS PLANS; 3) TO REMIT THE
SHARES OF THE COMPANY AS EXCHANGE OR PAYMENT IN
CONNECTION WITH EXTERNAL GROWTH TRANSACTIONS; 4) TO
REPURCHASE SHARES INCLUDING UNDER A PUBLIC OFFER TO
BUY BACK SHARES AS AN ALTERNATIVE TO EXCEPTIONAL
DIVIDEND DISTRIBUTIONS TO SHAREHOLDERS; 5) TO
ATTRIBUTE SHARES OF THE COMPANY TO THE HOLDERS OF
OCEANE BONDS BONDS CONVERTIBLE INTO AND/OR
EXCHANGEABLE FOR NEW OR EXISTING SHARES ALREADY
ISSUED OR TO BE ISSUED AND TO THE HOLDERS OF
SECURITIES GIVING RIGHT TO SHARES IN THE COMPANY, WHO
WOULD EXERCISE THEIR RIGHTS TO THE ATTRIBUTION OF
COMPANY SHARES; 6) TO CANCEL THE SHARES THEREBY BOUGHT
BACK BY DECISION OF AN EGM TO BE HELD LATER, NOTABLY
IN ORDER TO OPTIMIZE THE COMPANY'S FINANCIAL AND
BUSINESS ASSETS MANAGEMENT; IN ACCORDANCE WITH THE
APPLICABLE LAWS TRANSPOSING DIRECTIVE 2003/6/EC OF 28
JAN 2003 AND EC REGULATION 2273/2003 OF 22 DEC 2003,
ACQUISITIONS, DISPOSALS, EXCHANGES, CONTRIBUTIONS AND
TRANSFERS OF SECURITIES CAN BE CARRIED OUT BY ALL
MEANS, ON OR OFF THE MARKET, INCLUDING BY A PUBLIC
OFFER TO BUY BACK SHARES OR BY THE USE OF DERIVATIVES
OR OPTION STRATEGIES; THE FRACTION OF THE CAPITAL
ACQUIRED OR TRANSFERRED IN THE FORM OF A BLOCK OF
SECURITIES COULD AMOUNT TO THE ENTIRE PROGRAM; SUCH
TRANSACTIONS CAN BE CARRIED OUT AT ANY TIME, INCLUDING
DURING A TENDER OFFER PERIOD, IN ACCORDANCE WITH
APPLICABLE REGULATIONS; THE MAXIMUM NUMBER OF SHARES
THAT CAN BE ACQUIRED IS THE MAXIMUM ALLOWED BY THE LAW
IN SUCH A MANNER THAT THE ACCOUNTING PAR VALUE OF THE
ARCELOR SHARES HELD BY THE COMPANY OR OTHER GROUP
COMPANIES REFERRED TO IN ARTICLE 49BIS OF THE LAW
CANNOT IN ANY EVENT EXCEED 10% OF ITS SUBSCRIBED SHARE
CAPITAL; THE PURCHASE PRICE OF THE SHARES CAN NEITHER
BE LOWER THAN THE MARKET SHARE PRICE AT THE TIME OF
THE TRANSACTION, NOR CAN IT BE GREATER THAN EUR 55 PER
SHARE; IN THE EVENT OF A SHARE CAPITAL INCREASE BY
INCORPORATION OF RESERVES OR ISSUE P
PROPOSAL #23.: APPOINT KPMG AUDIT, SOCIETE CIVILE, AS ISSUER NO N/A N/A
THE AUDITORS FOR THE EXAMINATION OF THE ACCOUNTS OF
ARCELOR AND THE CONSOLIDATED ACCOUNTS OF THE ARCELOR
GROUP FOR THE 2006 AND 2007 FY
------------------------------------------------------------------------------------
ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK SHARES OF THE COMPANY UNDER THE CONDITIONS AS
SPECIFIED, FOR THE PURPOSE OF CANCELING THESE SHARES
AND REDUCING THE COMPANY'S SHARE CAPITAL; THE MAXIMUM
NOMINAL VALUE OF THE CAPITAL REDUCTION WILL BE EUR
750,000,000 AND NO MORE THAN 150 MILLION SHARES, EACH
WITH A PAR VALUE OF EUR 5 ARE TO BE WITHDRAWN; THE
MINIMUM BUY-BACK PRICE PER SHARE WILL BE THE AVERAGE
SHARE PRICE ON EURONEXT PARIS DURING THE 5 TRADING
DAYS PRECEDING THE LAUNCH OF THE PUBLIC BUY-BACK
OFFER, AND THE MAXIMUM BUY-BACK PRICE WILL BE EUR 50
PER SHARE, WITH COUPON ATTACHED, AND PAYABLE IN CASH
FOR EACH SHARE TENDERED; UNLESS THEY ARE SET BY THE
SHAREHOLDERS MEETING, THE BOARD OF DIRECTORS WILL SET
THE TERMS OF THIS PUBLIC SHARE BUY-BACK, INCLUDING
THE PRICE AND THE QUANTITY OF SHARES TO BUY BACK,
WHEREBY THESE DECISIONS MUST RESPECT THE THRESHOLD
VALUES DECIDED BY THIS RESOLUTION; THE OFFER WILL BE
FORMALIZED BY A PUBLIC OFFER MADE TO ALL SHAREHOLDERS
TO BUY BACK THEIR SHARES AND COMPLETED IN ACCORDANCE
WITH THE APPLICABLE LAWS AND REGULATIONS; THE BUY-
BACK PRICE WILL BE ALLOCATED, BY ORDER OF PRIORITY, TO
THE ISSUANCE PREMIUM ACCOUNT, AND THE REMAINDER WILL
BE ALLOCATED TO ANY OTHER ELIGIBLE BALANCE SHEET
ACCOUNT, AND AN AMOUNT EQUAL TO THE ACCOUNTING PAR
VALUE OF ALL THE WITHDRAWN SHARES WILL BE ADDED TO A
BLOCKED RESERVE, WHICH CAN ONLY BE USED WITHIN THE
LIMITS PROVIDED FOR BY LAW; REPURCHASED SHARES WILL
BE CANCELLED AS PER THE APPLICABLE LAWS AND
REGULATIONS; ALL RIGHTS ASSOCIATED TO SHARES PURCHASED
BY THE COMPANY, INCLUDING THE RIGHT TO DIVIDENDS
DISTRIBUTED AFTER THE SHARES HAVE BEEN PURCHASED, WILL
BE EXTINGUISHED ON THE DAY OF PURCHASE
PROPOSAL #2.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK THE SHARES, REDUCE THE CAPITAL BY THE AMOUNT
APPROVED IN THE PRECEDING RESOLUTION; RECORD THE
EFFECTIVE SHARE CAPITAL REDUCTION AMOUNT AS PER THE
ACTUAL ACCEPTANCE OF THE PUBLIC SHARE BUY-BACK OFFER
AND CHANGE THE COMPANY'S BY-LAWS ACCORDINGLY; IN A
GENERAL MANNER, TAKE WHATEVER MEASURES AND EXCUTE ANY
FORMALITIES WHICH MAY BE NECESSARY; AUTHORITY EXPIRES
AT THE END OF 12 MONTHS
PROPOSAL #3.: APPROVE TO INCLUDE A NEW PARAGRAPH AT ISSUER NO N/A N/A
THE END OF ARTICLE 13 OF THE BY-LAWS
------------------------------------------------------------------------------------
ISSUER: ARCELOR SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO REDUCE THE SHARE CAPITAL OF ISSUER YES AGAINST N/A
THE COMPANY BY MEANS OF A PUBLIC OFFER TO BUY BACK A
MAXIMUM OF 150,000,000 SHARES FOR THE PURPOSE OF THEIR
CANCELLATION, AT A BUY-BACK PRICE TO BE SET BY THE
BOARD OF DIRECTORS, BUT NOT EXCEEDING EUR 50.00 PER
SHARE
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
IMPLEMENT THE PUBLIC SHARE BUYBACK OFFER AND CHANGE
THE COMPANY BY-LAWS ACCORDINGLY
PROPOSAL #4.: APPROVE TO INSERT THE NEW PARAGRAPH AT ISSUER YES FOR N/A
THE END OF THE ARTICLE 13 OF THE BY-LAWS
------------------------------------------------------------------------------------
ISSUER: ARCELOR SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO MAINTAIN THE OPTION OFFERED ISSUER YES AGAINST N/A
BY THE SEVERSTAL TRANSACTION FOR THE ARCELOR
SHAEREHOLDERS.
PROPOSAL #2.: PLEASE NOTE THIS IS A SHAREHOLDER ISSUER YES FOR N/A
PROPOSAL: APPROVE THE SHAREHOLDERS MEETING, HAVING
REVIEWED THE PRESS RELEASE ISSUED BY ARCELOR ON MAY
26, 2006 AND THE PRESENTATION ENTITLED THE GLOBAL
STEEL CHAMPION DATED MAY 26, 2006 AND, ACKNOWLEDGING
THE IMPORTANCE OF THE TRANSACTION FOR ARCELOR,
REQUESTS THAT ARCELOR'S BOARD OF DIRECTORS SUBMIT THE
PROPOSED TRANSACTION, IN PARTICULAR THE COMPLETION OF
IN-KIND CONTRIBUTIONS TO BE MADE BY MR. MORDASHOV AND
THE SUBSEQUENT CAPITAL INCREASE TO THE BENEFIT OF MR.
MORDASHOV, TO THE PROCEDURE GENERALLY APPLICABLE TO
IN-KIND CONTRIBUTIONS SUBJECT TO THE APPROVAL OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, PURSUANT TO
ARTICLE 32.1 OF THE LUXEMBOURG LAW DATED 10 AUGUST
1915 ON COMMERCIAL COMPANIES.
------------------------------------------------------------------------------------
ISSUER: ARKANSAS BEST CORPORATION
TICKER: ABFS CUSIP: 040790107
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRED A. ALLARDYCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN H. MORRIS ISSUER YES FOR FOR
PROPOSAL #II: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
------------------------------------------------------------------------------------
ISSUER: ARRIVA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ACCOUNTS FOR THE YE 31 DEC ISSUER YES FOR N/A
2005, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2005, ON THE ORDINARY SHARES OF THE COMPANY OF
14.77P PER SHARE
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005
PROPOSAL #4.: ELECT MR. N.P. BUCKLES AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: ELECT MR. S.G. WILLIAMS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #6.: RE-ELECT MR. S.G. BATEY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY,WHO RETIRES BY ROTATION UNDER THE TERMS
OF THE ARTICLE OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. A. V. M AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY,WHO RETIRES BY ROTATION UNDER THE TERMS OF
THE ARTICLE OF ASSOCIATION
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 80 OF THE COMPANIES ACT 1985 ACT , TO
ALLOT RELEVANT SECURITIES SECTION 80 OF THE ACT UP
TO AN AGGREGATE NOMINAL AMOUNT OF 65,640,786 ORDINARY
SHARES OF 5P EACH IN THE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE
COMPANY HELD IN 2007 ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
PROPOSAL #10.: APPROVE ARRIVA PLC COMAPNY SHARE OPTION ISSUER YES FOR N/A
PLAN 2006 THE CSOP AS SPECIFIED SUBJECT TO SUCH
MODIFICATIONS, IF ANY, AS THE DIRECTORS CONSIDER
NECESSARY OR APPROPRIATE TO COMPLY WITH THE
REQUIREMENTS OF THE LISTING RULES OR THE LONDON STOCK
EXCHANGE), AND AUTHORIZE THE DIRECTORS OF THE COMPANY
TO DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT TO
OBTAIN IN THE CASE OF PART A OF THE CSOP APPROVAL OF
H M REVENUE & CUSTOMS FOR, AND OTHERWISE TO CARRY
INTO EFFECT, THE SAID CSOP
PROPOSAL #11.: AMEND THE RULES OF THE ARRIVA PLC LONG ISSUER YES FOR N/A
TERM INCENTIVE PLAN 2000 IN ACCORDANCE WITH THE
AMENDED RULES, AND AUTHORIZE THE DIRECTORS TO DO ALL
OTHER ACTS AND THINGS WHICH THEY MAY CONSIDER
NECESSARY OR EXPEDIENT TO CARRY THE SAME INTO EFFECT
PROPOSAL #E.12: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985
OF UP TO 29,538,354 ORDINARY SHARES OF 5P EACH IN THE
CAPITAL OF THE COMPANY, 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 THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 19 JUL 2006
PROPOSAL #S.13: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 492,306
PROPOSAL #S.14: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ISSUER YES FOR N/A
STATEMENT OF ACCOUNTS AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS OF THE COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF HK 0.27 PER ISSUER YES FOR N/A
SHARE FOR THE YE 31 DEC 2005
PROPOSAL #3.a: RE-ELECT PROFESSOR EDWARD CHEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.b: RE-ELECT MS. CYNTHIA DICKINS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.c: RE-ELECT MR. PETER JACKSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.d: RE-ELECT MR. WILLIAM WADE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.e: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF DIRECTORS
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO FIX THE THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES AGAINST N/A
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 10% 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) THE EXERCISE OF RIGHTS
OF SUBSCRIPTION OR CONVERSION UNDER THE TERMS OF ANY
WARRANT ISSUED BY THE COMPANY OR ANY SECURITIES WHICH
ARE CONVERTIBLE INTO SHARES; 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 THE BYE-
LAWS OF THE COMPANY OR BY LAW TO BE HELD
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO PURCHASE 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 THIS PURPOSE, SUBJECT TO
AND IN ACCORDANCE WITH ALL APPLICABLE LAWS, AT SUCH
PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION
DETERMINE IN ACCORDANCE WITH ALL APPLICABLE LAWS
INCLUDING THE HONG KONG CODE ON SHARE REPURCHASES AND
THE RULES GOVERNING THE LISTING OF SECURITIES ON THE
STOCK EXCHANGE OF HONG KONG LIMITED AS AMENDED FROM
TIME TO TIME , AND NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN
ISSUE AS AT THE DATE OF PASSING THIS RESOLUTION 6, AND
THE SAID APPROVAL 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 THE
BYE-LAWS OF THE COMPANY OR BY LAW TO BE HELD
PROPOSAL #7.: APPROVE, CONDITIONAL ON THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 5 AND 6, THE EXERCISE BY THE DIRECTORS IN
RESPECT OF THE SHARE CAPITAL OF THE COMPANY
------------------------------------------------------------------------------------
ISSUER: ASSA ABLOY AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER YES FOR N/A
PROPOSAL #2.: ELECT MR. GEORG EHRNROOTH AS THE ISSUER YES FOR N/A
CHAIRMAN OF THE MEETING
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE AGENDA ISSUER YES FOR N/A
PROPOSAL #5.: ELECT ONE OR TWO PERSON'S TO CHECK THE ISSUER YES FOR N/A
MINUTES
PROPOSAL #6.: APPROVE THE DETERMINATION OF COMPLIANCE ISSUER YES FOR N/A
WITH THE RULES OF CONVOCATION
PROPOSAL #7.: APPROVE THE MANAGING DIRECTOR'S REPORT ISSUER YES FOR N/A
PROPOSAL #8.: RECEIVE THE ANNUAL REPORT, A ISSUER YES FOR N/A
PRESENTATION OF THE ACTIVITIES OF THE BOARD OF
DIRECTORS DURING 2005 IS TO BE MADE, INCLUDING: A) A
REPORT ON THE WORK OF THE AUDIT COMMITTEE AND
CONSULTANCY FEES AND OTHER FEES PAID TO THE AUDITING
FIRM DURING 2005; AND B) A REPORT ON THE WORK OF
REMUNERATION COMMITTEE AND THE REMUNERATION POLICY OF
THE BOARD OF DIRECTORS
PROPOSAL #9.A: ADOPT THE STATEMENT OF INCOME AND THE ISSUER YES FOR N/A
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME
AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #9.B: DECLARE A DIVIDEND OF SEK 3.25 PER SHARE ISSUER YES FOR N/A
PROPOSAL #9.C: APPROVE 28 APR 2006 AS THE RECORD DATE ISSUER YES FOR N/A
FOR THE DIVIDEND
PROPOSAL #9.D: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE MANAGING DIRECTOR
PROPOSAL #10.: APPROVE THE NUMBER OF BOARD MEMBERS AT ISSUER YES FOR N/A
EIGHT AND NO DEPUTY MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #11.: APPROVE THE FEES TO THE BOARD MEMBERS ISSUER YES FOR N/A
AS A TOTAL OF SEK 3,250,000 REMUNERATION FOR
COMMITTEE WORK NOT INCLUDED , 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 BOARD MEMBERS, WHO ARE
NOT EMPLOYED IN THE COMPANY; IN ADDITION, REMUNERATION
SHALL BE PAID TO THE MEMBERS OF THE AUDIT COMMITTEE
AND THE NOMINATION COMMITTEE BY SEK 100,000 TO EACH OF
THE CHAIRMEN AND BY SEK 50,000 TO EACH OF THE OTHER
MEMBERS
PROPOSAL #12.: ELECT MR. GUSTAF DOUGLAS AS THE ISSUER YES AGAINST N/A
CHAIRMAN OF THE BOARD AND RE-ELECT MR. MELKER
SCHROLING AND MR. CARL-HENRIC SVANBERG AS THE DEPUTY
CHARIMEN; RE-ELECT MESSRS. CARL DOUGLAS, PER-OLOF
ERIKSSON, LOTTA LUNDEN, SVEN-CHRISTER NILSSON AND
ELECT MR. JOHAN MOLIN AS MEMBERS
PROPOSAL #13.: ELECT OHRLINGS PRICEWATERHOUSECOOPERS ISSUER YES FOR N/A
AB, STOCKHOLM AS THE AUDITOR, WITH AUTHORIZED PUBLIC
ACCOUNTANT MR. PETER NYLLINGE AS REPRESENTATIVE OF THE
AUDITING FIRM FOR A TERM OF OFFICE UP TO AND
INCLUDING THE AGM 2010 AND APPROVE THAT THE FEES TO
THE AUDITOR SHALL BE PAID ACCORDING TO AN AGREEMENT
BETWEEN THE PARTIES
PROPOSAL #14.: ELECT MESSRS. GUSTAF DOUGLAS, STAFFAN ISSUER YES FOR N/A
GREFBACK, MARIANNE NELSON AND MELKER SCHORLING AS THE
NOMINATION COMMITTEE MEMBERS AND MR. MELKER SCHORLING
AS THE CHAIRMAN OF THE NOMINATION COMMITTEE UP TO AND
INCLUDING THE AGM 2007 AND THE TASKS OF THE NOMINATION
COMMITTEE ARE: ELECTION OF CHAIRMAN OF THE AGM,
ELECTION OF CHAIRMAN, DEPUTY CHAIRMAN AND OTHER
MEMBERS OF THE BOARD OF DIRECTORS, FEE TO THE BOARD OF
DIRECTORS INCLUDING DISTRIBUTION OF FEES AMONG THE
CHAIRMAN, DEPUTY CHAIRMEN AND OTHER BOARD MEMBERS AND
ALSO REMUNERATION FOR COMMITTEE WORK
PROPOSAL #15.: AMEND ARTICLES 5, 6, 8,10, 11,12, 13 ISSUER YES FOR N/A
AND 14 AS SPECIFIED IN THE ARTICLES OF ASSOCIATION IN
ORDER TO MAKE CERTAIN EDITORIAL SIMPLIFICATIONS,
PARTLY TO ADAPT THE ARTICLES OF ASSOCIATION TO THE NEW
SWEDISH COMPANIES ACT, WHICH CAME INTO FORCE ON 01
JAN 2006
PROPOSAL #16.: APPROVE THE ISSUE OF CONVERTIBLE BONDS ISSUER YES FOR N/A
ACCORDING TO SECTION 1 SPECIFIED AND THE MEASURES
DESCRIBED IN SECTION 2 FOR THE IMPLEMENTATION OF
GLOBAL INCENTIVE PROGRAM IN THE ASSA ABLOY GROUP FOR
INDIVIDUALS WITH A CORRESPONDING POSITION ENTITLED
SUBSCRIBERS
PROPOSAL #17.: CLOSING OF THE MEETING ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: ASSICURAZIONI GENERALI SPA, TRIESTE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #0.1: RECEIVE THE BALANCE SHEET AS AT 31 DEC ISSUER NO N/A N/A
2005 AND RESOLUTIONS RELATED THERETO
PROPOSAL #0.2: APPOINT ONE DIRECTOR ISSUER NO N/A N/A
PROPOSAL #0.3: APPOINT THE GENERAL BOARD ISSUER NO N/A N/A
PROPOSAL #0.4: APPOINT THE EXTERNAL AUDITORS FOR THE ISSUER NO N/A N/A
TERM 2006-2011 TO REVIEW THE BALANCE SHEET AND THE
CONSOLIDATED BALANCE SHEET REPORTS, TO CHECK THE
CORRECT ACCOUNTING DATA ON THE BOOKKEEPING ENTRIES, TO
PERFORM THE LIMITED ACCOUNTING REVIEW OF THE HALF
YEAR REPORT FOR THE SAME TERM
PROPOSAL #0.5: GRANT AUTHORITY TO PURCHASE AND SELL ISSUER NO N/A N/A
OWN SHARES
PROPOSAL #E.6: APPROVE THE STOCK OPTION PLAN RESERVED ISSUER NO N/A N/A
TO THE CHAIRMAN AND TO THE MANAGING DIRECTORS, AND
RESOLUTIONS RELATED THERETO
PROPOSAL #E.7: AUTHORIZE THE BOARD OF DIRECTORS, AS ISSUER NO N/A N/A
PER ARTICLE 2443 OF THE ITALIAN CIVIL CODE, TO
INCREASE THE STOCK CAPITAL IN FAVOR OF THE STOCK
OPTION PLAN RESERVED TO THE COMPANY AND ITS
SUBSIDARIES STAFF; AMEND ARTICLE 8 OF THE BY-LAW, AND
RELATED RESOLUTIONS THERETO
------------------------------------------------------------------------------------
ISSUER: ASSOCIATED BRITISH PORTS HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2006 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 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT AS SET ISSUER YES FOR N/A
OUT IN THE ANNUAL REPORT AND ACCOUNTS
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 9.75 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE OF THE COMPANY
PROPOSAL #4.: REELECT MR. D.D. MORRISON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: REELECT MR. R.J. ADAM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: REELECT MR. S.J. CHAMBERS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: REELECT MR. R.P. EDEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: REELECT MR. S.R. MELLISS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSE COOPERS LLP ISSUER YES FOR N/A
AS THE AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF PRICEWATERHOUSE COOPERS LLP AS THE
AUDITORS
PROPOSAL #11.: APPROVE THE ESTABLISHMENT OF THE ISSUER YES FOR N/A
ASSOCIATED BRITISH PORTS PERFORMANCE SHARE PLAN AND
THE ASSOCIATED BRITISH PORTS SHARE MATCHING PLAN
TOGETHER THE PLANS ; AND AUTHORIZE THE DIRECTORS TO DO
ALL ACTS ARID THINGS NECESSARY TO ESTABLISH AND CARRY
THEM INTO EFFECT; TO AMEND THE RULES OF THE
ASSOCIATED BRITISH PORTS EXECUTIVE SHARE OPTION SCHEME
SCHEME AS SPECIFIED AND TO DO ALL SUCH ACTS AND
THINGS AS MAY BE NECESSARY TO CARRY THE SAME INTO
EFFECT; AND TO VOTE AND BE COUNTED IN THE QUORUM ON
ANY MATTER CONNECTED WITH THE PLANS ARID THE SCHEME
EXCEPT THAT NO DIRECTOR MAY VOTE OR BE COUNTED IN THE
QUORUM IN RESPECT OF HIS OWN PARTICIPATION AND ANY
PROHIBITION ON VOTING CONTAINED IN THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO AMEND THE ISSUER YES FOR N/A
RULES OF THE ASSOCIATED BRITISH PORTS SAVINGS-RELATED
SHARE OPTION SCHEME AND TO DO ALL SUCH ACTS AND THINGS
AS MAY BE NECESSARY TO CARRY THE SAME INTO AFFECT
PROPOSAL #13.: 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
25,183,756 BEING THE LESSER OF THE UNISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY AND ONE-THIRD OF THE
ISSUED EQUITY SHARE CAPITAL OF THE COMPANY UNTIL THE
DATE OF THE AGM IN 2007, AND AT ANY TIME AFTERWARDS,
IN SUPPORT OF ANY OFFER OR AGREEMENT MADE BY THE
COMPANY DURING THAT TIME
PROPOSAL #S.14: AUTHORIZE THE DIRECTORS TO DISTRIBUTE ISSUER YES FOR N/A
COMPANY SHARES FOR CASH AS PERMITTED BY SECTION 95 OF
THE COMPANIES ACT 1985
PROPOSAL #S.15: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASE OF UP TO 10% OF THE ISSUED ORDINARY SHARE
CAPITAL
PROPOSAL #S.16: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY AS FOLLOWS: BY THE INSERTION OF THE NEW
SUB-PARAGRAPHS III AND IV IN ARTICLE 99 F ; BY THE
DELETION OF THE EXISTING ARTICLE 144 AND BY ITS
SUBSTITUTION AS SPECIFIED; AND THE RENUMBERING OF THE
SUB-PARAGRAPHS IN ARTICLE 99 F AND ANY RELEVANT
CROSS-REFERENCES TO TAKE ACCOUNT AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: ASSURANCES GENERALES DE FRANCE AGF, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2006 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, PRESIDENT AND THE AUDITORS; AND APPROVE THE
COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YE 31 DEC 2005, AS PRESENTED, SHOWING EARNINGS
OF EUR 1,569,973,787.91
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, PRESIDENT 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 RECOMMENDATIONS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND RESOLVES THAT THE INCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS: EUR
1,569,973,787.91 PLUS PRIOR RETAINED EARNINGS: EUR
5,284,678.18, DISTRIBUTABLE INCOME: EUR
1,575,258,466.09, ALLOCATION: DIVIDEND: EUR
651,274,045.20 BALANCE TO THE RETAINED EARNINGS: EUR
923,984,420.89, THE TOTAL DIVIDEND FOR THE 180,909,457
SHARES TO BE PAID THUS AMOUNTS TO EUR 651,274,045.20;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
3.60 PER SHARE, AND WILL ENTITLE TO THE 40% ALLOWANCE
PROVIDED BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE
PAID ON 23 MAY 2006
PROPOSAL #O.4: APPROVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38
ET SEQ. OF THE FRENCH COMMERCIAL CODE AND THE
AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: GRANT PERMANENT DISCHARGE TO THE ISSUER NO N/A N/A
DIRECTORS WHOSE OFFICE HAS COME TO TERM OR IS COMING
TO TERM AT THE END OF THE PRESENT MEETING FOR THE
PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.6: RATIFY THE CO-OPTATION OF MR. JOACHIM ISSUER NO N/A N/A
FABER AS A DIRECTOR, UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE
2005 FY
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JOACHIM FABER AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ANDRE LEVY-LANG AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
DOMINIQUE FERRERO AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. DIETHART BREIPOHL AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. ANTOINE JEANCOURT-GALIGNANI AS A DIRECTOR FOR A 4-
YEAR PERIOD
PROPOSAL #O.12: APPOINT MR. KLAUS LUFT AS A DIRECTOR ISSUER NO N/A N/A
FOR A 4-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE 2009 FY
PROPOSAL #O.13: APPOINT MR. ROBERT HUDRY AS A DIRECTOR ISSUER NO N/A N/A
FOR A 4-YEAR PERIOD
PROPOSAL #O.14: APPOINT THE SCP JEAN-CLAUDE ANDRE ET ISSUER NO N/A N/A
AUTRES AS THE DEPUTY AUDITOR, UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FYE 31 DEC 2009
PROPOSAL #O.15: APPOINT PICARLE ET ASSOCIES AS THE ISSUER NO N/A N/A
DEPUTY AUDITOR, UNTIL THE SHAREHOLDERS MEETING CALLED
TO APPROVE THE FINANCIAL STATEMENTS FOR THE FYE 31
DEC 2009
PROPOSAL #O.16: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 374,400.00 FOR THE 2005 FY; MOREOVER, THE
SHAREHOLDERS MEETING RESOLVES TO AWARD TOTAL ANNUAL
FEES OF EUR 450,000.00 FOR THE 2006 FY TO THE DIRECTORS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 130.00, MINIMUM SALE PRICE: EUR
50.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF
THE SHARE CAPITAL, I.E. 19,020,026 SHARES MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
2,472,603,380.00; AUTHORITY EXPIRES AT THE END OF 18
MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THE COMBINED
SHAREHOLDERS MEETING OF 22 MAY 2006 IS ALSO
RECOMMENDED IN THE RESOLUTION 18 TO AUTHORIZE THE
BOARD TO PROCEED WITH THE CANCELLATION OF SECURITIES
BOUGHT BACK IN APPLICATION OF RESOLUTION 17, WITHIN
10% OF THE CAPITAL
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, BY
CANCELING ALL OR PART OF THE SHARES HELD BY THE
COMPANY IN CONNECTION WITH THE PREVIOUS AUTHORIZATIONS
GIVEN BY THE SHAREHOLDERS MEETINGS, UP TO A MAXIMUM
OF 10% OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD;
AUTHORITY EXPIRES AT THE END OF 5 YEARS
PROPOSAL #E.19: GRANT ALL POWERS TO THE BEARER OF A ISSUER NO N/A N/A
COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT TO
ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY
LAW
------------------------------------------------------------------------------------
ISSUER: ASSURANT, INC.
TICKER: AIZ CUSIP: 04621X108
MEETING DATE: 5/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: H. CARROLL MACKIN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHELE COLEMAN MAYES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES JOHN KOCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. POLLOCK ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
------------------------------------------------------------------------------------
ISSUER: ASTRAL MEDIA INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. NORMAND BEAUCHAMP AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #1.2: ELECT MR. AUSTIN C. BEUTEL AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #1.3: ELECT MR. PAUL A. BRONFMAN AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #1.4: ELECT MR. ANDRE BUREAU AS A DIRECTOR OF ISSUER NO N/A N/A
THE CORPORATION
PROPOSAL #1.5: ELECT MR. JACK L. COCKWELL AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #1.6: ELECT MR. GEORGE A. COHON AS A DIRECTOR ISSUER NO N/A N/A
OF THE CORPORATION
PROPOSAL #1.7: ELECT MR. PAUL V. GODFREY AS A DIRECTOR ISSUER NO N/A N/A
OF THE CORPORATION
PROPOSAL #1.8: ELECT MR. IAN GREENBERG AS A DIRECTOR ISSUER NO N/A N/A
OF THE CORPORATION
PROPOSAL #1.9: ELECT MR. SIDNEY GREENBERG AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #1.10: ELECT MR. STEPHEN GREENBERG AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #1.11: ELECT MR. SIDNEY M. HORN AS A DIRECTOR ISSUER NO N/A N/A
OF THE CORPORATION
PROPOSAL #1.12: ELECT MS. MILA P. MULRONEY AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #1.13: ELECT MR. TIMOTHY R. PRICE AS A ISSUER NO N/A N/A
DIRECTOR OF THE CORPORATION
PROPOSAL #2.: RE-APPOINT ERNST & YOUNG LLP, CHARTERED ISSUER NO N/A N/A
ACCOUNTANTS, MONTREAL AND TORONTO, ASTHE AUDITORS OF
THE CORPORATION, UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS
PROPOSAL #3.: APPROVE, SUBJECT TO REGULATORY APPROVAL, ISSUER YES FOR N/A
THE AMENDMENTS TO THE CORPORATION'S KEY EMPLOYEE
STOCK OPTION PLAN AND TO THE RESTRICTED SHARE UNIT
PLAN AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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 2005
PROPOSAL #2.: APPROVE TO CONFIRM THE 1ST INTERIM ISSUER YES FOR N/A
DIVIDEND OF USD 0.38 21.9 PENCE, SEK 2.99 PER
ORDINARY SHARE AND TO CONFIRM AS THE FINAL DIVIDEND
FOR 2005 THE 2ND INTERIM DIVIDEND OF USD 0.92 51.8
PENCE SEK 7.02 PER ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC, LONDON AS THE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITOR
PROPOSAL #5.A: 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.B: RE-ELECT MR. HAKAN MOGREN KBE AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.C: 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.D: RE-ELECT MR. JONATHON SYMONDS AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.E: RE-ELECT MR. JOHN PATTERSON FRCP AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.F: RE-ELECT SIR. PETER BONFIELD CBE, FRENG ISSUER YES FOR N/A
AS A DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.G: RE-ELECT MR. JOHN BUCHANAN AS A ISSUER YES FOR N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.H: RE-ELECT MS. JANE HENNEY AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.I: RE-ELECT MS. 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.J: 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.K: RE-ELECT MS. ERNA MOLLER AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.L: 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 #5.M: RE-ELECT DAME NANCY ROTHWELL FRS 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 ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005 AS SPECIFIED
PROPOSAL #7.: 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 TO, FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS OR INCUR
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 USD 150,000 DURING THAT
PERIOD
PROPOSAL #8.: APPROVE TO RENEW THE AUTHORITY AND POWER ISSUER YES FOR N/A
TO ALLOT NEW SHARES CONFERRED ON THE DIRECTORS BY
ARTICLE 7.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 131,364,668
SECTION 80 ; AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2007 OR ON 30
JUN 2007
PROPOSAL #S.9: APPROVE TO RENEW THE POWER CONFERRED ON ISSUER YES FOR N/A
THE DIRECTORS BY ARTICLE 7.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, UP TO AN AGGREGATE NOMINAL
AMOUNT OF USD 19,704,700 SECTION 89 ; AUTHORITY
EXPIRES AT THE EARLIER OF THE CONCLUSION OF THE AGM OF
THE COMPANY IN 2007 OR ON 30 JUN 2007
PROPOSAL #S.10: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES SECTION 163 OF THAT ACT OF A
MAXIMUM NUMBER OF SHARES WHICH MAY BE PURCHASED IS 10%
OF THE COMPANY'S SHARE CAPITAL 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 2007 OR 30 JUN 2007 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
------------------------------------------------------------------------------------
ISSUER: AT&T INC.
TICKER: T CUSIP: 00206R102
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM F. ALDINGER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GILBERT F. AMELIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AUGUST A. BUSCH III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN K. EBY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES F. KNIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JON C. MADONNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LYNN M. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY S. METZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TONI REMBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. DONLEY RITCHEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RANDALL L. STEPHENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD E. WHITACRE, JR. ISSUER YES FOR FOR
PROPOSAL #02: APPROVE APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
PROPOSAL #03: APPROVE 2006 INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #04: APPROVE AMENDMENT TO RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION
PROPOSAL #05: STOCKHOLDER PROPOSAL A SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: STOCKHOLDER PROPOSAL B SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: STOCKHOLDER PROPOSAL C SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: STOCKHOLDER PROPOSAL D SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: STOCKHOLDER PROPOSAL E SHAREHOLDER YES FOR AGAINST
PROPOSAL #10: STOCKHOLDER PROPOSAL F SHAREHOLDER YES FOR AGAINST
------------------------------------------------------------------------------------
ISSUER: ATOS ORIGIN, PARIS-LA DEFENSE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE CONCERNING THE ACTIVITY AND THE SITUATION OF
THE COMPANY AND ITS GROUP DURING THE 2005 FY AND THE
FINANCIAL STATEMENTS OF THE YEAR, THE REPORT OF THE
CHAIRMAN OF THE SUPERVISORY BOARD AND THE OBSERVATIONS
OF THE SUPERVISORY BOARD, THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE AUDITORS GENERAL REPORT; APPROVE
THE COMPANY'S FINANCIAL AND CONSOLIDATED STATEMENTS
AND THE BALANCE SHEET FOR THE YE 31 DEC 2005; AND
GRANT PERMANENT DISCHARGE TO THE EXECUTIVE COMMITTEE
FOR THE PERFORMANCE OF ITS DUTIES DURING THE SAID FY
PROPOSAL #2.: APPROVE THAT THE INCOME FOR THE FY BE ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: LOSS FOR THE FY: EUR
912,585.65 ALLOCATED TO THE RETAINED EARNINGS, THUS
BROUGHT TO EUR 153,153,534.12 IN ACCORDANCE WITH THE
REGULATIONS IN FORCE
PROPOSAL #3.: APPROVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON THE AGREEMENTS GOVERNED BY ARTICLES L.225-
86 ET SEQUENCE OF THE FRENCH COMMERCIAL CODE; AND
APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN, CONCERNING THE DEBTS SECURITIZATION PROGRAM
PROPOSAL #4.: APPROVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON THE AGREEMENTS GOVERNED BY ARTICLES L.225-
86 ET SEQUENCE OF THE FRENCH COMMERCIAL CODE; AND
APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN, CONCERNING THE CESSATION OF M. TEILMAN
FUNCTIONS
PROPOSAL #5.: APPROVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON THE AGREEMENTS GOVERNED BY ARTICLES L.225-
86 ET SEQUENCE OF THE FRENCH COMMERCIAL CODE; AND
APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN, CONCERNING THE MANAGEMENT FEES AND
RETIREMENT OF THE MEMBERS OF THE EXECUTIVE COMMITTEE
PROPOSAL #6.: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUPERSESSION OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 03 JUN 2005 IN ITS RESOLUTION
5, TO BUY BACK THE COMPANY'S SHARES ON THE OPEN
MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW:
MAXIMUM PURCHASE PRICE: EUR 88.00, MAXIMUM NUMBER OF
SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL,
MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
594,065,886.00; AUTHORITY IS GIVEN FOR AN 18 MONTH
PERIOD ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #7.: AUTHORIZE THE EXECUTIVE COMMITTEE TO BUY ISSUER NO N/A N/A
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BY THE 6TH RESOLUTION OF
THE CURRENT MEETING, DURING PERIODS OF CASH OR STOCK
TENDER OFFERS; AUTHORITY IS GIVEN FOR AN 18 MONTH
PERIOD
PROPOSAL #8.: APPOINT MR. VERNON SANKEY AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD, IN REPLACEMENT OF MR. GERARD
RUIZENDAAL, I.E. UNTIL THE SHAREHOLDERS MEETING CALLED
TO APPROVE THE FINANCIAL STATEMENTS FOR THE FYE 2007
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
CABINET DELOITTE ET ASSOCIES AS A STATUTORY AUDITOR
FOR A 6-YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
CABINET B.E.A.S. AS A DEPUTY AUDITOR FOR A 6-YEAR
PERIOD
PROPOSAL #11.: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUPERSESSION OF ANY AND ALL EARLIER DELEGATIONS TO THE
SAME EFFECT, TO INCREASE THE CAPITAL, ON ONE OR MORE
OCCASIONS, BY A MAXIMUM NOMINAL AMOUNT OF EUR
6,716,075.00, BY ISSUANCE WITH CANCELLATION OF
PREFERRED SUBSCRIPTION RIGHTS, OF NEW SHARES,
SECURITIES AND WARRANTS; THE MAXIMUM NOMINAL AMOUNT OF
DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 340,000,000.00; AUTHORITY IS GIVEN FOR AN 26
MONTH PERIOD ; THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION 13 OF 03 JUN
2005; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #12.: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
GRANT, FOR FREE, ON ONE OR MORE OCCASIONS, AND AT ITS
SOLE DISCRETION, EXISTING OR FUTURE SHARES, IN FAVOR
OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE
COMPANY AND RELATED COMPANIES AND THEY MAY NOT
REPRESENT MORE THAN 3% OF THE SHARE CAPITAL;
AUTHORITY IS GIVEN FOR AN 38 MONTH PERIOD ; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS DECISION IS INDEPENDENT OF
RESOLUTION 13 OF THIS MEETING
PROPOSAL #13.: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
GRANT, FOR FREE, ON ONE OR MORE OCCASIONS, AND AT ITS
SOLE DISCRETION, EXISTING OR FUTURE SHARES, IN FAVOR
OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE
COMPANY AND RELATED COMPANIES AND THEY MAY NOT
REPRESENT MORE THAN 0.45% OF THE SHARE CAPITAL;
AUTHORITY IS GIVEN FOR AN 38 MONTH PERIOD ; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS DECISION IS INDEPENDENT
FROM RESOLUTION 12 OF THIS MEETING
PROPOSAL #14.: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUPERSESSION OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 03 JUN 2005 IN ITS RESOLUTION
16, TO INCREASE THE SHARE CAPITAL, ON ONE OR MORE
OCCASIONS, AT ITS SOLE DISCRETION, IN FAVOR OF THE
EMPLOYEES OF THE COMPANY WHO ARE MEMBERS OF A COMPANY
SAVINGS PLAN; AUTHORITY IS GIVEN FOR AN 26 MONTH
PERIOD ; AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED 10% OF THE SHARE CAPITAL; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #15.: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOR OF THE ATOS ORIGIN
EMPLOYEE INVESTMENT FUND; AUTHORITY IS GIVEN FOR AN
18 MONTH PERIOD ; TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF THE ATOS
ORIGIN EMPLOYEE INVESTMENT FUND AND THAT THE NUMBER OF
NEW SHARES WILL EQUAL 9 TIMES THE NUMBER OF
SECURITIES SUBSCRIBED BY THE FOREIGN EMPLOYEES IN
RESOLUTION THE AMOUNT OF THE CAPITAL INCREASE SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION 14; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #16.: AMEND, TAKING INTO ACCOUNT THE ISSUER NO N/A N/A
MODIFICATION OF ARTICLE L.225-82 OF THE FRENCH
COMMERCE CODE BY LAW 2005-842 OF 26 JUL 2005, ARTICLE
NUMBER 18 OF THE BY-LAWS
PROPOSAL #17.: AMEND, TAKING INTO ACCOUNT THE ISSUER NO N/A N/A
MODIFICATION OF ARTICLE L.225-82 OF THE FRENCH
COMMERCE CODE BY LAW 2005-842 OF 26 JUL 2005, ARTICLE
NUMBER 25 OF THE BY-LAWS
PROPOSAL #18.: AMEND, TAKING INTO ACCOUNT THE ISSUER NO N/A N/A
MODIFICATION OF ARTICLE L.225-82 OF THE FRENCH
COMMERCE CODE BY LAW 2005-842 OF 26 JUL 2005, ARTICLE
NUMBER 26 OF THE BY-LAWS
PROPOSAL #19.: AMEND, IN ACCORDANCE WITH THE ISSUER NO N/A N/A
POSSIBILITY GIVEN BY ARTICLE L.225-61 OF THE FRENCH
COMMERCE CODE, ARTICLE NUMBER 13 OF THE BY-LAWS
PROPOSAL #20.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: AU OPTRONICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE REPORT OF 2005 BUSINESS ISSUER YES FOR N/A
PROPOSAL #1.2: RECEIVE THE SUPERVISORS REVIEW REPORT ISSUER YES FOR N/A
PROPOSAL #1.3: APPROVE THE STATUS OF INDIRECT ISSUER YES FOR N/A
INVESTMENTS IN PEOPLE'S REPUBLIC OF CHINA IN 2005
PROPOSAL #1.4: APPROVE THE STATUS OF THE ISSUANCE OF ISSUER YES FOR N/A
LOCAL SECURED CORPORATE BONDS IN 2005
PROPOSAL #1.5: RECEIVE THE REPORT ON THE ISSUANCE OF ISSUER YES FOR N/A
NEW COMMON SHARES TO SPONSOR ADS OFFERING IN 2005
PROPOSAL #2.1: APPROVE THE 2005 BUSINESS REPORT AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS
PROPOSAL #2.2: APPROVE THE DISTRIBUTION OF 2005 ISSUER YES FOR N/A
PROFITS; CASH DIVIDEND: TWD 0.3 PER SHARE
PROPOSAL #3.1: APPROVE THE CAPITALIZATION OF 2005 ISSUER YES FOR N/A
DIVIDENDS AND EMPLOYEE STOCK BONUS; STOCK DIVIDEND: 30
SHARES FOR 100 SHARES HELD
PROPOSAL #3.2: APPROVE THE MERGER WITH QUANTA DISPLAY ISSUER YES FOR N/A
INC. TW0003012001 AND ISSUANCE OF NEW COMMON SHARES
DUE TO MERGER
PROPOSAL #3.3: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.4: AMEND THE RULES FOR THE ELECTION OF ISSUER YES FOR N/A
DIRECTORS AND SUPERVISORS
PROPOSAL #3.5: AMEND THE REVISIONS TO THE GUIDELINES ISSUER YES FOR N/A
FOR ENDORSEMENTS AND GUARANTEES
PROPOSAL #3.6: APPROVE TO OPT FOR TAX BENEFITS ON THE ISSUER YES FOR N/A
ISSUANCE OF NEW COMMON SHARES IN 2005 IN ACCORDANCE
WITH THE STATUTE OF UPGRADING INDUSTRIES
PROPOSAL #4.: ANY OTHER MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: AUR RESOURCES INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. JORGE CAREY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. DOUGLAS M. DERUCHIE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. JAMES W. GILL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. WILLIAM J. A. KENNEDY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.5: ELECT MR. MARTIN CLAUDE LEPAGE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. PETER MCCARTER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. WILLIAM J. ROBERTSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.8: ELECT MR. HOWARD R. STOCKFORD, AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS, LLP, AS ISSUER YES FOR N/A
THE AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS
------------------------------------------------------------------------------------
ISSUER: AUSTRALIA & NEW ZEALAND BANKING GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE CONCISE ANNUAL REPORT, THE ISSUER NO N/A N/A
FINANCIAL REPORT AND THE REPORTS OF THE DIRECTORS AND
OF THE AUDITORS FOR THE YE 30 SEP 2005
PROPOSAL #2.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
30 SEP 2005
PROPOSAL #3.a: RE-ELECT DR. R.S. DEAN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #3.b: RE-ELECT MR. D.M. GONSKI AO AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #3.c: RE-ELECT MR. C.B. GOODE AC AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #S.4: AMEND THE COMPANY'S CONSTITUTION BY ISSUER YES FOR N/A
MAKING THE AMENDMENTS AS SPECIFIED IN THE DOCUMENT
PROPOSAL #5.: AUTHORIZE THE COMPANY TO ENTER INTO THE ISSUER YES FOR N/A
DIRECTOR'S ACCESS, INSURANCE AND INDEMNITY DEED
BETWEEN THE COMPANY AND EACH CURRENT AND FUTURE
DIRECTOR OF THE COMPANY IN SUBSTANTIALLY THE SAME FORM
AS THAT WHICH IS SUBMITTED TO THE 2005 AGM AND SIGNED
BY THE CHAIRMAN FOR THE PURPOSES OF IDENTIFICATION,
AND TO THE COMPANY PROVIDING THE BENEFITS IN
ACCORDANCE WITH THE DEED TO CURRENT AND FUTURE
DIRECTORS; AND AUTHORIZE ANY DIRECTOR AND SECRETARY OF
THE COMPANY TO EXECUTE ON BEHALF OF THE COMPANY, THE
DIRECTORS ACCESS, INSURANCE AND INDEMNITY DEEDS
PROPOSAL #6.: APPROVE, DUE TO THE COMPANY'S EXISTING ISSUER YES FOR N/A
DIRECTORS RETIREMENT SCHEME BEING DISCONTINUED WITH
EFFECT ON AND FROM 01 OCT 2005, TO: A) AMEND THE
DIRECTORS RETIREMENT SCHEME AS SPECIFIED; B) TO
ACQUIRE AN INTEREST IN FULLY PAID ORDINARY SHARES OF
THE COMPANY BY OR ON BEHALF OF THE NON-EXECUTIVE
DIRECTORS AS SPECIFIED, WHO WOULD OTHERWISE HAVE
BECOME ENTITLED TO A PAYMENT ON RETIREMENT UNDER THE
DIRECTORS RETIREMENT SCHEME
PROPOSAL #7.: APPROVE THAT THE MAXIMUM ANNUAL ISSUER YES FOR N/A
AGGREGATE OF REMUNERATION COMPANY'S CONSTITUTION THE
NON-EXECUTIVE DIRECTORS TO BE PAID FOR THEIR SERVICES
AS DIRECTORS OUT OF THE FUNDS OF THE COMPANY UNDER
RULE 10.2(A) OF THE CONSTITUTION BE INCREASED BY AUD
500,000 AND FIXED AT AUD 3,000,000
------------------------------------------------------------------------------------
ISSUER: AUTOLIV, INC.
TICKER: ALV CUSIP: 052800109
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. RINGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TETSUO SEKIYA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PER WELIN ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF ERNST & YOUNG AB AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE COMPANY.
------------------------------------------------------------------------------------
ISSUER: AV TECH CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE TO REPORT THE BUSINESS ISSUER YES FOR N/A
OPERATION RESULT OF THE FY 2005
PROPOSAL #1.2: APPROVE THE SUPERVISORS REVIEW ISSUER YES FOR N/A
FINANCIAL REPORTS OF THE FY 2005
PROPOSAL #1.3: OTHER REPORTS ISSUER YES FOR N/A
PROPOSAL #2.1: RATIFY THE BUSINESS OPERATION RESULT ISSUER YES FOR N/A
AND FINANCIAL REPORTS OF THE FY 2005
PROPOSAL #2.2: RATIFY THE NET PROFIT ALLOCATION FY ISSUER YES FOR N/A
2005, CASH DIVIDEND: TWD 5.5 PER SHARE
PROPOSAL #3.1: APPROVE TO ISSUE ADDITIONAL SHARES, ISSUER YES FOR N/A
STOCK DIVIDEND: 150/1000
PROPOSAL #3.2: AMEND THE COMPANY ARTICLES ISSUER YES FOR N/A
PROPOSAL #3.3: OTHERS ISSUER YES FOR N/A
PROPOSAL #4.1: ELECT THE COMPANY CHIEFTRON INVESTMENT ISSUER YES FOR N/A
CO TAX ID: 70394956 AS A DIRECTOR
PROPOSAL #4.2: ELECT MR. HUANG, CHUN-RU Q120464111 ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #4.3: ELECT MR. WU, CHENG-MOR H120012335 AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #4.4: ELECT MR. ZENG, FAN-SYUN F121063843 ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #4.5: ELECT MR. ZUO, JYUN-DE A110981111 AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #4.6: ELECT MR. CHU, JIA-SIANG H123394610 ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #4.7: ELECT THE COMPANY AN-HONG INVESTMENT ISSUER YES FOR N/A
CO. TAX ID: 80287054 AS A SUPERVISOR
PROPOSAL #4.8: ELECT MR. CAI, YI-JHEN A222184599 AS ISSUER YES FOR N/A
A SUPERVISOR
PROPOSAL #4.9: ELECT MR. CHANG, JI-MING Q120036224 ISSUER YES FOR N/A
AS A SUPERVISOR
PROPOSAL #5.: EXTRAORDINARY PROPOSALS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: AVIVA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS OF THE COMPANY FOR ISSUER YES FOR N/A
THE YE 31 DEC 2005 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 17.44 PENCE ISSUER YES FOR N/A
ORDINARY SHARE OF THE COMPANY FOR THE YE 31 DEC 2005
PROPOSAL #3.: ELECT MS. MARY FRANCIS AS A DIRECTOR ISSUER YES FOR N/A
UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING
PROPOSAL #4.: RE-ELECT MR. RICHARD HARVEY AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER COMPANY
ARTICLE OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. CAROLE PIWNICA AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER COMPANY
ARTICLE OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. PHILIP SCOTT AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER COMPANY ARTICLE OF
ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. PATRICK SNOWBALL AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER COMPANY
ARTICLE OF ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. DEREK STEVENS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. ANDRE VILLENEUVE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #10.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT AGM
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR N/A
THE AUDITOR'S REMUNERATION
PROPOSAL #12.: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 5.04(A) OF THE
COMPANY'S ARTICLES OF ASSOCIATION WITH THE SECTION 80
AMOUNT BEING GBP 150 MILLIONS AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
PROPOSAL #S.13: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 5.04(B) OF THE
COMPANY'S ARTICLES OF ASSOCIATION WITH THE SECTION 89
AMOUNT BEING GBP 29 MILLIONS AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
PROPOSAL #14.: APPROVE, SUBJECT TO THE SECTION 241A OF ISSUER YES FOR N/A
THE COMPANIES ACT 1985, THE REMUNERATION REPORT AND
ACCOUNTS FOR THE YE 31 DEC 2005
PROPOSAL #S.15: AUTHORIZE THE DIRECTORS TO INCREASE ISSUER YES FOR N/A
SHARE CAPITAL OF COMPANY FROM GBP1.45 BILLION AND EUR
700 MILLION TO GBP 1.95 BILLION AND EUR 700 MILLION BY
CREATING 500 MILLION PREFERENCE SHARES OF
GBP1EACH;AND THE DIRECTORS MAY ALLOT NEW PREFERENCE
SHARES AFTER THE ANY SUCH CONTRACT AS IF THE POWER
CONFERRED HEREBY HAD NOT EXPIRED ;AND PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT NEW
PREFERENCE SHARES FOR CASH, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) ; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY IN 2011OR
5YEARS ; AND ALSO AMEND ARTICLE 3.06 IN THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #S.16: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITIES CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO MAKE ONE OR MORE MARKET PURCHASES
SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 239
MILLION ORDINARY SHARES OF 25PENCE EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25PENCE
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 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 WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.17: 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 8 % CUMULATIVE
IRREDEEMABLE PREFERENCE SHARES UP TO 100 MILLION 8 %
CUMULATIVE PREFERENCE SHARES OF 25PENCE EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25PENCE
AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE
FOR 8 % CUMULATIVE PREFERENCE 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 OR15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE 8 % CUMULATIVE
PREFERENCE SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.18: 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 8 % CUMULATIVE
IRREDEEMABLE PREFERENCE SHARES UP TO 100 MILLION 8 %
CUMULATIVE PREFERENCE SHARES OF GBP1 EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF GBP1 AND
NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE FOR 8
% CUMULATIVE PREFERENCE 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 OR15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE 8 % CUMULATIVE
PREFERENCE SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
------------------------------------------------------------------------------------
ISSUER: AXA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/16/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THE MERGER PROJECT OF FINAXA ISSUER NO N/A N/A
INTO AXA AS PER THE PRIVATE DEED DATED 29 JUN 2005,
UNDER WHICH IT IS STATED THAT FINAXA SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS WITH THE CORRESPONDING TAKING-
OVER OF ALL ITS LIABILITIES, APPROVES ALL THE TERMS OF
THIS PROJECT AND ALSO: THE TOTAL NET VALUE OF THE
ASSETS BROUGHT BY FINAXA OF EUR 4,993,106,908.00; THE
CONSIDERATION FOR THE CONTRIBUTIONS WITH AN EXCHANGE
RATIO OF 15 AXA SHARES FOR 4 FINAXA SHARES; THE DATE
FOR THE TRANSACTION DEFINITIVE COMPLETION SET ON 16
DEC 2005 SUBJECT TO THE SATISFACTION OF THE CONDITIONS
PRECEDENT PURSUANT TO ARTICLE 12 OF THE MERGER
AGREEMENT; THE TAKING OVER BY AXA OF FINAXA'S
COMMITMENTS REGARDING THE DEBT SECURITIES ISSUED BY
FINAXA; THE FINAXA SHARES HELD BY FINAXA WILL NOT BE
EXCHANGED AND CONSEQUENTLY DECIDES, SUBJECT TO THE
SATISFACTION OF THE CONDITIONS PRECEDENT PURSUANT TO
ARTICLE 12 OF THE MERGER AGREEMENT, TO INCREASE THE
SHARE CAPITAL TO EUR 684,738,292.95 TO INCREASE IT
FROM EUR 4,375,603,269.94 TO EUR 5,060,341,562.89 BY
THE CREATION OF 299,012,355 NEW FULLY PAID-UP AXA
SHARES OF A PAR VALUE OF EUR 2.29 EACH TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY WITH A RATIO OF EXCHANGE OF 15 AXA SHARES
AGAINST 4 FINAXA SHARES; THESE NEW SHARES SHALL RANK
PARI PASSU WITH THE OTHER SHARES COMPRISING THE SHARE
CAPITAL AND SHALL GIVE RIGHT TO INCOME ALLOCATION AND
RESERVES DISTRIBUTION AS OF THE DAY THE MERGER IS
DEFINITIVELY COMPLETED; THE DIFFERENCE BETWEEN THE
TOTAL NET VALUE OF THE ASSETS BROUGHT BY FINAXA OF EUR
4,993,106,908.00 AND THE AMOUNT OF THE SHARE CAPITAL
INCREASE OF EUR 684,738,292.95 REPRESENTS A MERGER
PREMIUM OF EUR 4,308,368,615.05 AND SHALL BE CREDITED
TO A CONTRIBUTION PREMIUM ACCOUNT; AS A RESULT OF THIS
MERGER, THE SHARES ISSUED BY AXA WILL BE GRANTED A
DOUBLE VOTING RIGHT
PROPOSAL #2.: AUTHORIZE THE EXECUTIVE COMMITTEE, ISSUER NO N/A N/A
SUBJECT TO THE SATISFACTION OF THE CONDITIONS
PRECEDENT PURSUANT TO ARTICLE 12 OF THE MERGER
AGREEMENT, TO PROCEED WITH DEDUCTIONS FROM THE MERGER
PREMIUM IN ORDER TO REBUILD, TO AXA'S LIABILITIES, THE
REGULATED RESERVES AND PROVISIONS EXISTING IN
FINAXA'S BALANCE SHEET AND TO CHARGE ALL OR PART OF
THE MERGER COSTS AND TO REBUILD THE LEGAL RESERVE TO
ONE-TENTH OF THE CAPITAL AFTER THE MERGER
PROPOSAL #3.: ACKNOWLEDGE THAT 336,338,096 AXA SHARES ISSUER NO N/A N/A
WILL APPEAR AMONG THE ASSETS BROUGHT BY FINAXA PLUS
1,152,720 AXA SHARES RESULTING FROM FINAXA SHARES
PURCHASED FROM AXA PARTICIPATIONS 2; APPROVE, SUBJECT
TO THE DEFINITIVE MERGER COMPLETION TO CANCEL ALL OF
THESE 337,490,816 SHARES BY REDUCING THE CAPITAL TO
EUR 772,853,968.64 AND TO CHARGE THE DIFFERENCE
BETWEEN THE CONTRIBUTION OR THE PURCHASE VALUE OF
THESE SHARES I.E. EUR 6,152,844,825.40 AND THEIR
NOMINAL VALUE I.E. EUR 772,853,968.64 , I.E. EUR
5,379,990,856.76 AGAINST THE MERGER PREMIUM UP TO THE
DISPOSABLE AMOUNT AND THE BALANCE AGAINST THE SHARE
PREMIUM AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #4.: ACKNOWLEDGE THE RESUMPTION BY AXA OF ISSUER NO N/A N/A
FINAXA'S COMMITMENTS CONCERNING THE 1997-2006
CONVERTIBLE BONDS ISSUED BY FINAXA AS OF THE MERGER
COMPLETION, THE FINAXA CONVERTIBLE BONDS WILL GIVE
RIGHT TO AXA SHARES, TAKING INTO ACCOUNT THE EXCHANGE
RATIO OF 15 AXA SHARES FOR 4 FINAXA SHARES; THE MERGER
APPROVAL ENTAILS THE CANCELLATION OF THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT IN FAVOUR OF THE
CONVERTIBLE BONDHOLDERS; APPROVE TO CANCEL, IN FAVOUR
OF THESE BONDHOLDERS, THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR THE SHARES ISSUED BY AXA AS THESE BONDS ARE
CONVERTED. THE MAXIMUM NUMBER OF SHARES TO BE ISSUED
IS 476,755 AND AUTHORIZE THE EXECUTIVE COMMITTEE TO
TAKE AL L NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #5.: ACKNOWLEDGE THE RESUMPTION BY AXA OF ISSUER NO N/A N/A
FINAXA'S COMMITMENTS CONCERNING THE FINAXA STOCK
SUBSCRIPTION OPTION HOLDERS AFTER THE MERGER
COMPLETION, THESE HOLDERS WILL BE GRANTED AXA SHARES
TAKING INTO ACCOUNT THE EXCHANGE RATIO OF 15 AXA
SHARES FOR 4 FINAXA SHARES; APPROVE TO CANCEL IN
FAVOUR OF THESE OPTION HOLDERS, THE PREFERENTIAL
SUBSCRIPTION RIGHT FOR THE SHARES ISSUED BY AXA AS
THESE OPTIONS ARE EXERCISED AND AUTHORIZE THE
EXECUTIVE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #6.: APPROVE THAT THE DATE OF THE MERGER IS ISSUER NO N/A N/A
SET ON 16 DEC 2005, THE 299,012,355 NEW FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.29 EACH ISSUED IN
CONSIDERATION FOR THE MERGER OF FINAXA INTO AXA, WILL
BE ALLOCATED TO FINAXA'S SHAREHOLDERS WITH A RATIO OF
EXCHANGE OF 15 AXA SHARES AGAINST 4 FINAXA SHARES
CONSEQUENTLY, FINAXA SHALL BE DISSOLVED WITHOUT
LIQUIDATION ON 16 DEC 2005
PROPOSAL #7.: AMEND, PURSUANT TO THE ADOPTION OF THE ISSUER NO N/A N/A
ABOVE RESOLUTIONS, ARTICLE 6 OF THE BYLAWS CAPITAL
STOCK AS FOLLOWS: THE SHARE CAPITAL IS SET AT EUR
5,060,341,562.89 AND IS DIVIDED INTO 2,209,756,141
SHARES FULLY PAID IN
PROPOSAL #8.: APPROVE THE TERMS AND CHARACTERISTICS OF ISSUER NO N/A N/A
THE BONDS CONVERTIBLE IN AXA SHARES RESERVED FOR
FINAXA 3% 1998-2007 BONDHOLDERS, SUBJECT TO THE
ADOPTION OF THE 9TH RESOLUTION TO ISSUE WITHOUT THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS FOR THE
NEW SHARES 12,445,887 BONDS CONVERTIBLE INTO AXA'S
SHARES; TOTAL AMOUNT OF THE LOAN: EUR 1,043,587,624.95
NUMBER OF CONVERTIBLE BONDS TO BE ISSUED: 12,445,887
NOMINAL VALUE OF A CONVERTIBLE BOND: EUR 83.85 ISSUE
PRICE: THE ISSUANCE IS CARRIED OUT THROUGH THE
EXCHANGE OF FINAXA 3% 1998-2007 BONDS CUM RIGHTS DATE:
19 DEC 2005 CONVERSION PARITY: EACH CONVERTIBLE BOND
WILL GIVE RIGHT TO SUBSCRIBE FOR 4.06 AXA SHARES; THE
NEW SHARES WILL BE SUBJECT TO THE STATUTORY PROVISIONS
AND SHALL RANK PARI PASSU WITH THE OLD SHARES ARE
CONVERTED, THE SHARE CAPITAL WILL INCREASE TO A
MAXIMUM NOMINAL AMOUNT OF EUR 115,714,389.79, I.E, A
TOTAL AMOUNT OF EUR 1,233,262,942.83 INCLUDES THE
SHARE PREMIUM ; AUTHORIZE THE EXECUTIVE COMMITTEE TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #9.: APPROVE, FOR ALL OF THE CONVERTIBLE ISSUER NO N/A N/A
BONDS TO BE ISSUED PURSUANT TO THE 8TH RESOLUTION, TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOR OF THE FINAXA 3% 1998-2007 BONDHOLDERS
PROPOSAL #10.: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AT
ITS SOLE DISCRETION, BY ISSUANCE WITHOUT THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS OF
EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO AXA
CAPITAL IN FAVOR OF EMPLOYEES AND FORMER EMPLOYEES OF
THE COMPANY AND OF THE AXA GROUP WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; THIS DELEGATION IS GIVEN FOR A
26-MONTH PERIOD AND FOR AN AMOUNT THAT SHALL NOT
EXCEED EUR 150,000,000.00 AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING
OF 20 APR 2005 IN ITS RESOLUTION NUMBER 24
PROPOSAL #11.: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: AXA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 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 SUPERVISORY BOARD AND THE AUDITOR'S
GENERAL REPORT, AND APPROVE THE COMPANY'S FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 DEC 2005
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE, THE SUPERVISORY BOARD AND THE STATUTORY
AUDITORS, AND APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID YE
PROPOSAL #O.3: APPROVE THE RECOMMENDATIONS OF THE ISSUER NO N/A N/A
EXECUTIVE COMMITTEE AND THE SUPERVISORY BOARD AND
APPROPRIATE THE INCOME FOR THE FY AS FOLLOWS: PROFIT
FOR THE FY: EUR 1,136,542,567.00, RETAINED EARNINGS:
EUR 2,029,100,681.00, AVAILABLE AMOUNT FOR ALLOCATION:
EUR 3,165,643,248.00, ALLOCATION : TO THE DIVIDEND :
EUR 1,647,012,404.00, RETAINED EARNINGS: EUR
1,518,630,844.00, THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 0.88 PER SHARE FOR 1,871,605,004
SHARES, AND WILL ENTITLE TO THE 40% ALLOWANCE PROVIDED
BY THE FRENCH TAX CODE, I.E. EUR 0.35 PER SHARE; THIS
DIVIDEND WILL BE PAID ON 12 MAY 2006; IN THE EVENT
THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH
DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES
SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT
PROPOSAL #O.4: ACKNOWLEDGE 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 SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPOINT MR. NORBERT DENTRESSANGLE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD, FOR A 4-YEAR PERIOD
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
CABINET PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY
AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
PATRICK FROTIEE AS THE DEPUTY AUDITOR FOR A 6-YEAR
PERIOD
PROPOSAL #O.8: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER NO N/A N/A
SUBSTITUTION TO THE AUTHORITY GIVEN BY RESOLUTION 14
OF THE SHAREHOLDERS MEETING OF 20 APR 2005, TO BUY
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 45.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 187,160,500;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.9: GRANT ALL POWERS TO THE EXECUTIVE ISSUER NO N/A N/A
COMMITTEE, IN SUBSTITUTION TO THE AUTHORITY GIVEN BY
RESOLUTION 27 OF THE SHAREHOLDERS MEETING OF 20 APR
2005, TO REDUCE THE SHARE CAPITAL, ON ONE OR MORE
OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELING ALL
OR PART OF THE SHARES HELD BY THE COMPANY IN
CONNECTION WITH THE STOCK REPURCHASE PLAN DECIDED BY
RESOLUTION O.8, UP TO A MAXIMUM OF 10% OF THE SHARE
CAPITAL OVER A 24 MONTH PERIOD; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.10: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: AXIS CAPITAL HOLDINGS LTD.
TICKER: AXS CUSIP: G0692U109
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL A. BUTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. CHARMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. DAVIS ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT DELOITTE & TOUCHE TO ACT AS ISSUER YES FOR FOR
THE INDEPENDENT AUDITORS OF AXIS CAPITAL HOLDINGS
LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006
AND TO AUTHORIZE THE BOARD OF DIRECTORS ACTING THROUGH
THE AUDIT COMMITTEE TO SET THE FEES FOR THE
INDEPENDENT AUDITORS.
------------------------------------------------------------------------------------
ISSUER: AYALA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/7/2006 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.a: APPROVE THE ACTS AND RESOLUTIONS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND OF THE EXECUTIVE COMMITTEE
DURING THE PRECEDING YEAR IN THE ORDINARY COURSE OF
BUSINESS
PROPOSAL #4.b: APPROVE THE RECLASSIFICATION OF THE ISSUER YES FOR N/A
UNISSUED PREFERRED SHARES AND REDEEMED PREFERENCE
SHARES INTO PHP 5.8 BILLION NEW PREFERRED B SHARES
WITH PAR VALUE OF PHP 1.00 PER SHARE
PROPOSAL #4.c: AMEND ARTICLE 7 OF THE ARTICLES OF ISSUER YES FOR N/A
INCORPORATION TO REFLECT THE SAME
PROPOSAL #5.: ELECT THE DIRECTORS INCLUDING THE ISSUER YES FOR N/A
INDEPENDENT DIRECTORS
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: 7/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE AUDITORS AND THE ACCOUNTS FOR THE YE 31 MAR 2005
PROPOSAL #2.: APPROVE THE REPORT ON THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 MAR 2005
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND OF 14.3 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE OF THE COMPANY
PROPOSAL #4.: ELECT MR. MARCUS AGIUS AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #5.: ELECT MR. MARK CLARE AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #6.: ELECT MR. CHRIS FAY AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH
ACCOUNTS ARE LAID
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95(1) OF THE COMPANIES ACT 1985, TO ALLOT
EQUITY SECURITIES SECTION 94(2) OF THE ACT FOR CASH,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) OF THE ACT , PROVIDED THAT THIS POWER IS
LIMITED TO: A) THE ALLOTMENT OF EQUITY SECURITIES IN
CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER
OFFER OF SECURITIES IN FAVOR OF THE HOLDERS OF
ORDINARY SHARES; AND B) THE ALLOTMENT OTHERWISE THAN
PURSUANT TO SUB-PARAGRAPH (A) ABOVE OF EQUITY
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
53,826,000 BEING 53,826,000 ORDINARY SHARES OF GBP 1
EACH; AUTHORITY EXPIRES ON THE DATE OF THE NEXT AGM ;
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
PROPOSAL #10.: APPROVE TO: A) AMEND THE BAA DEFERRED ISSUER YES FOR N/A
ANNUAL BONUS PLAN THE PLAN ; B) AUTHORIZE THE
DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY
CONSIDER NECESSARY TO GIVE EFFECT; C) AUTHORIZE THE
DIRECTORS TO ESTABLISH FURTHER SCHEMES BASED ON THE
TERMS OF THE PLAN BUT MODIFIED TO TAKE ACCOUNT OF
LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS,
PROVIDED ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER
SCHEMES ARE TREATED AS COUNTED AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION IN THE PLAN
PROPOSAL #S.11: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: AMEND THE COMPANY'S ARTICLES OF
ASSOCIATION BY INSERTING NEW ARTICLE 84A AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: BAE SYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS AND ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. SUSAN BIRLEY ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. CHRISTOPHER GEOGHEGAN ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. MICHAEL LESTER ISSUER YES FOR N/A
PROPOSAL #7.: ELECT MR. PHILIP CARROLL ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. ROBERT QUARTA ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. PETER WEINBERG ISSUER YES FOR N/A
PROPOSAL #10.: RE-APPOINT THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #11.: APPROVE REMUNERATION OF THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #12.: APPROVE THE PERFORMANCE SHARE PLAN ISSUER YES FOR N/A
PROPOSAL #13.: APPROVE THE SHARE MATCHING PLAN ISSUER YES FOR N/A
PROPOSAL #14.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS PLC
PROPOSAL #15.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS MARINE LIMITED
PROPOSAL #16.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS OPERATIONS LIMITED
PROPOSAL #17.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS MUNITIONS AND
ORDNANCE LIMITED
PROPOSAL #18.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS WEAPONS AND
VEHICLES LIMITED
PROPOSAL #19.: AUTHORIZE THE POLITICAL EXPENDITURE UP ISSUER YES FOR N/A
TO SPECIFIED LIMITS - BAE SYSTEMS HAGGLUNDS AB
PROPOSAL #20.: GRANT AUTHORITY TO ALLOT NEW SHARES ISSUER YES FOR N/A
PROPOSAL #S.21: APPROVE THE DISAPPLICATION OF PRE- ISSUER YES FOR N/A
EMPTION RIGHTS
PROPOSAL #S.22: APPROVE TO PURCHASE THE OWN SHARES ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: BAKER HUGHES INCORPORATED
TICKER: BHI CUSIP: 057224107
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LARRY D. BRADY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHAD C. DEATON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY G. FERNANDES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAIRE W. GARGALLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. LASH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES F. MCCALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LARRY NICHOLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. JOHN RILEY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES L. WATSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT AUDITOR FOR FISCAL YEAR 2006.
PROPOSAL #03: PROPOSAL TO APPROVE PERFORMANCE CRITERIA ISSUER YES FOR FOR
FOR AWARDS UNDER THE ANNUAL INCENTIVE COMPENSATION
PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL NO. 1 REGARDING SHAREHOLDER YES FOR AGAINST
VOTING UNDER THE COMPANY'S DELAWARE CHARTER.
------------------------------------------------------------------------------------
ISSUER: BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE STATUTORY YEAR END FINANCIAL ISSUER NO N/A N/A
STATEMENTS AS OF 31 DEC 2005, THE DIRECTORS ANNUAL
MANAGEMENT REPORT, THE INDEPENDENT AUDITORS REPORT,
THE BOARD OF STATUTORY AUDITORS REPORT AND RELATED
RESOLUTIONS; APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YE AS OF 31 DEC 2005
PROPOSAL #2.: APPROVE TO DEFINE THE NUMBER OF MEMBERS ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS FOR FINANCIAL YEARS 2006,
2007 AND 2008
PROPOSAL #3.: APPROVE TO DEFINE THE NUMBER OF VICE ISSUER NO N/A N/A
PRESIDENTS FOR FINANCIAL YEARS 2006, 2007 AND 2008
PROPOSAL #4.: APPOINT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS FOR FINANCIAL YEARS 2006, 2007 AND 2008
PROPOSAL #5.: APPROVE THE CHOICE, AMONG THE BOARD OF ISSUER NO N/A N/A
DIRECTORS MEMBERS, OF THE PRESIDENT AND OF THE VICE
PRESIDENTS IN THE NUMBER DEFINED BY THE SHAREHOLDERS
PROPOSAL #6.: APPROVE TO DEFINE THE EMOLUMENTS FOR THE ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF DIRECTORS, PURSUANT TO
ARTICLE 27, NO.1 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPOINT THE PRESIDENT AND OTHER MEMBERS ISSUER NO N/A N/A
OF THE BOARD OF STATUTORY AUDITORS, AS WELL AS OF THE
SUBSTITUTE STATUTORY AUDITORS FOR FINANIAL YEARS 2006,
2007 AND 2008
PROPOSAL #8.: APPROVE TO DEFINE THE EMOLUMENTS FOR THE ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF STATUTORY AUDITORS, PURSUANT
TO ARTICLE 27, NO.1 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #9.: APPROVE THE PURCHASE AND SALE OF OWN ISSUER NO N/A N/A
SHARES, PURSUANT TO ARTICLES 2357 AND 2357-3 OF THE
ITALIAN CIVIL CODE
PROPOSAL #10.: APPROVE THE REFORM OF THE ITALIAN TAX ISSUER NO N/A N/A
COLLECTION SYSTEM AS PER THE ITALIAN DECREE LAW 203-
2005; AND THE COMPANY BRANCH COMPRISING DIRECT TAX
COLLECTION ACTIVITIES
------------------------------------------------------------------------------------
ISSUER: BANCA POPOLARE ITALIANA-BANCA POPOLARE DI LODI, LODI
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE PARTIAL REVOCATION OF THE ISSUER NO N/A N/A
RESOLUTION OF THE SHAREHOLDERS MEETING DATED 02 JUN
2005 AND 03 MAR 2003
PROPOSAL #E.2: APPROVE THE PROPOSAL OF GIVING MANDATE ISSUER NO N/A N/A
TO THE BOARD OF DIRECTORS TO EXECUTE COMPANY'S CAPITAL
STOCK BY PAYMENT IN ONE OR MORE INSTALMENTS, WITHIN
ONE YEAR PERIOD FROM THE DELIBERATION'S DATE, FOR A
MAXIMUM AMOUNT INCLUDING ADDITIONAL PRICE OF EUR 800
MILLION, BY ISSUING ORDINARY SHARES TO OFFER IN
OPTION TO THE ENTITLED SHAREHOLDERS, WITH THE BOARD OF
DIRECTORS FACULTY TO THE STATE MODALITY, TERMS AND
CONDITIONS INCLUDING THE ISSUE PRICE ALSO OVER PRICE
OF THE SHARES AND RANKING FOR DIVIDEND; AMEND THE
ARTICLE 5 OF THE STATUTE
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENTS AS AT ISSUER NO N/A N/A
31 DEC 2005, BOARD OF DIRECTORS AND BOARD OF STATUTORY
DIRECTORS REPORTS; CONSEQUENT DELIBERATIONS
PROPOSAL #O.2: APPROVE THE SHARE'S UNIT VALUE PURSUANT ISSUER NO N/A N/A
TO THE ARTICLE 6 OF THE COMPANY'S BY-LAWS
PROPOSAL #O.3: APPROVE THE BOARD OF DIRECTORS ISSUER NO N/A N/A
REMUNERATION FOR THE FY 2006
PROPOSAL #O.4: APPROVE THE BOARD OF STATUTORY ISSUER NO N/A N/A
AUDITOR'S INTEGRATION
PROPOSAL #O.5: APPROVE THE DELIBERATIONS RELATED TO ISSUER NO N/A N/A
BUY BACK
------------------------------------------------------------------------------------
ISSUER: BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS AND THE ISSUER YES FOR N/A
MANAGEMENT REPORT OF BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. AND ITS CONSOLIDATED GROUP, APPLICATION OF
PROFITS, DISTRIBUTION OF A DIVIDEND, THE COMPANY
MANAGEMENT ALL OF THE FOREGOING WITH REFERENCE TO THE
YE 31 DEC 2005
PROPOSAL #2.1: APPOINT MR. D. TOMAS ALFARO DRAKE AS A ISSUER YES FOR N/A
BOARD MEMBER; APPROVE, ACCORDING TO THE PROVISIONS OF
ARTICLE 34, PARAGRAPH 2, OF THE ARTICLES OF
ASSOCIATION, TO SET THE NUMBER OF MEMBERS OF THE BOARD
AT THE NUMBER OF DIRECTORS EXISTING AT THAT TIME;
INFORMATION TO THE GENERAL MEETING ABOUT SUCH DECISION
PROPOSAL #2.2: RE-ELECT MR. D. JUAN CARLOS ALVAREZ ISSUER YES FOR N/A
MEZQUIRIZ AS A BOARD MEMBER; APPROVE, ACCORDING TO THE
PROVISIONS OF ARTICLE 34, PARAGRAPH 2, OF THE
ARTICLES OF ASSOCIATION, TO SET THE NUMBER OF MEMBERS
OF THE BOARD AT THE NUMBER OF DIRECTORS EXISTING AT
THAT TIME; INFORMATION TO THE GENERAL MEETING ABOUT
SUCH DECISION
PROPOSAL #2.3: RE-ELECT MR. D. CARLOS LORING MARTINEZ ISSUER YES FOR N/A
DE IRUJO AS A BOARD MEMBER; APPROVE, ACCORDING TO THE
PROVISIONS OF ARTICLE 34, PARAGRAPH 2, OF THE ARTICLES
OF ASSOCIATION, TO SET THE NUMBER OF MEMBERS OF THE
BOARD AT THE NUMBER OF DIRECTORS EXISTING AT THAT
TIME; INFORMATION TO THE GENERAL MEETING ABOUT SUCH
DECISION
PROPOSAL #2.4: RE-ELECT MR. DONA SUSANA RODRIGUEZ ISSUER YES FOR N/A
VIDARTE AS A BOARD MEMBER; APPROVE, ACCORDING TO THE
PROVISIONS OF ARTICLE 34, PARAGRAPH 2, OF THE ARTICLES
OF ASSOCIATION, TO SET THE NUMBER OF MEMBERS OF THE
BOARD AT THE NUMBER OF DIRECTORS EXISTING AT THAT
TIME; INFORMATION TO THE GENERAL MEETING ABOUT SUCH
DECISION
PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS FOR THE ISSUER YES FOR N/A
ISSUANCE OF FIXED INCOME SECURITIES OF ANY KIND AND
NATURE, EVEN EXCHANGEABLE, NOT CONVERTIBLE INTO
SHARES, FOR A MAXIMUM AMOUNT OF EUR 105 BILLION,
SETTING ASIDE, FOR THE AMOUNT NOT USED, THE
AUTHORIZATION GRANTED BY THE GENERAL MEETING OF
SHAREHOLDERS OF 28 FEB 2004, AMOUNT THAT WAS INCREASED
BY RESOLUTION ADOPTED ON THE GENERAL MEETING OF 26
FEB 2005; THE AUTHORITY AFFECTING THE AMOUNT ALREADY
ISSUED CONTINUES BEING EFFECTIVE
PROPOSAL #4.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
CARRY OUT THE ACQUISITION OF OWN SHARES, EITHER
DIRECTLY OR VIA GROUP COMPANIES, ACCORDING TO THE
PROVISIONS OF SECTION 75 OF THE SPANISH LIMITED
COMPANIES CONSOLIDATION ACT, TEXTO REFUNDIDO DELA LEY
DE SOCIEDADES ANONIMAS, FIXING THE LIMITS AND
REQUIREMENTS OF SAID ACQUISITION, WITH EXPRESS POWERS
TO REDUCE THE SHARE CAPITAL FOR THE AMORTIZATION OF
OWN SHARES; FOR THE EXECUTION AND DELIVERY OF THE
AGREEMENTS ADOPTED BY THE GENERAL MEETING CONCERNING
THE ABOVE, RENDERING VOID THE RESOLUTION GRANTED BY
THE GENERAL MEETING OF SHAREHOLDERS HELD ON 26 FEB 2005
PROPOSAL #5.: RE-APPOINT THE AUDITORS FOR THE YEAR 2006 ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE THE LONG TERM REMUNERATION ISSUER YES FOR N/A
PROGRAM, FOR BOTH THE BANK AND ITS SUBSIDIARIES,
CONSISTING OF DISTRIBUTION OF BBVA SHARES TO THE
MEMBERS OF THE EXECUTIVE COMMITTEE, INCLUDING THE
DIRECTORS AND THE EXECUTIVE DIRECTORS
PROPOSAL #7.: AMEND THE ARTICLE 53 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION, ABOUT APPLICATION OF PROFITS, IN ORDER TO
INCLUDE THE POSSIBILITY TO OFFER TO THE DIRECTORS, AS
PAYMENT FOR THEIR SERVICES, SHARES, STOCK OPTIONS OR
CASH PAYMENTS EQUIVALENT TO THE VALUE OF THE SHARES
PROPOSAL #8.: APPROVE THE DEFERRED REMUNERATION SYSTEM ISSUER YES FOR N/A
FOR NON-EXECUTIVE DIRECTORS CONSISTING OF BBVA SHARES
PROPOSAL #9.: AUTHORIZE THE POWERS TO THE BOARD, ISSUER YES FOR N/A
INCLUDING THE AUTHORITY TO DEPUTY THE POWERS GRANTED
TO IT BY THE MEETING, TO EXECUTE AND DELIVER, RECTIFY
AND CONSTRUE THE RESOLUTIONS ADOPTED BY THE GENERAL
MEETING
------------------------------------------------------------------------------------
ISSUER: BANCO DE ORO UNVL BK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES ABSTAIN N/A
PROPOSAL #2.: APPROVE THE PROOF OF NOTICE AND ISSUER YES ABSTAIN N/A
DETERMINE THE EXISTENCE OF QUORUM
PROPOSAL #3.: APPROVE TO CERTIFY THE QUORUM ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE MINUTES OF AGM OF ISSUER YES ABSTAIN N/A
STOCKHOLDERS HELD ON 25 JUN 2005
PROPOSAL #5.: APPROVE THE PRESIDENT'S REPORT ISSUER YES ABSTAIN N/A
PROPOSAL #6.: APPROVE AND RATIFY ALL ACTIONS OF THE ISSUER YES ABSTAIN N/A
BOARD OF DIRECTORS AND MANAGEMENT DURING THEIR TERM OF
OFFICE
PROPOSAL #7.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #8.: APPOINT THE EXTERNAL AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: OTHER MATTERS ISSUER YES ABSTAIN N/A
PROPOSAL #10.: ADJOURNMENT ISSUER YES ABSTAIN N/A
------------------------------------------------------------------------------------
ISSUER: BANCO DE SABADELL SA, SABADELL (BARCELONA)
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS, THE BALANCE ISSUER YES FOR N/A
SHEET, THE LOSS AND PROFIT ACCOUNT AND NOTES FOR THE
ACCOUNT, THE MANAGEMENT REPORT OF BANCO DE SABADELL,
S.A. AND THE CONSOLIDATED GROUP AND FOR THE FY CLOSED
ON 31 DEC 2005
PROPOSAL #2.: APPOINT MR. ISAK ANDIC ERMAY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.1: GRANT POWER TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO INCREASE THE CORPORATE CAPITAL, ALL AT ONCE OR IN
STAGES, WITH AUTHORITY TO EXCLUDE THE PREFERENTIAL
SUBSCRIPTION RIGHT
PROPOSAL #3.2: GRANT POWER TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO ISSUE BONDS, PREFERENCE SHARES AND OTHER SECURITIES
OF A SIMILAR NATURE NOT CONVERTIBLE INTO SHARES,
MORTGAGE BONDS AND OTHER FIXED INCOME SECURITIES, AND
TO DEVELOP A COMMERCIAL PAPER PROGRAM, ALL OF THE
FOREGOING UNDER THE NAMES ABOVE OR UNDER SIMILAR OR
EQUIVALENT NAMES
PROPOSAL #4.: AUTHORIZE THE COMPANY TO CARRY OUT THE ISSUER YES FOR N/A
DERIVATIVE ACQUISITION OF OWN SHARES, EITHER DIRECTLY
OR VIA GROUP COMPANIES, IN CONFORMITY WITH THE
PROVISIONS OF SECTION 75 OF THE SPANISH LIMITED
COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS, WITH
EXPRESS AUTHORITY TO REDUCE THE CORPORATE CAPITAL FOR
THE AMORTIZATION OF OWN SHARES, DELEGATING TO THE
BOARD THE POWERS NEEDED TO PUT INTO EFFECT THE
RESOLUTIONS ADOPTED BY THE MEETING, THE AUTHORIZATION
GRANTED WITH THE SAME PURPOSE BY THE GENERAL MEETING
OF SHAREHOLDERS HELD ON 21 APR 2005
PROPOSAL #5.: REAPPOINT, UNDER THE PROVISIONS OF ISSUER YES FOR N/A
SECTION 204 OF THE SPANISH LIMITED COMPANIES ACT,
PRICEWATERHOUSE COOPERS AUDITORS, S.L, AS THE AUDITORS
OF THE COMPANY AND THE CONSOLIDATED ACCOUNTS OF THE
GROUP FOR ANOTHER 1 YEAR
PROPOSAL #6.: GRANT POWER TO THE PUBLIC RECORDING OF ISSUER YES FOR N/A
THE ABOVE RESOLUTION
------------------------------------------------------------------------------------
ISSUER: BANCO POPULAR ESPANOL SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVAL OF ANNUAL ACCOUNTS BALANCE ISSUER YES FOR N/A
SHEET, PROFIT AND LOSS STATEMENT AND ANNUAL REPORT
AND MANAGEMENT REPORT OF BANCO POPULAR ESPANOL, S.A.
AND ITS CONSOLIDATED GROUP, AS WELL AS OF THE PROPOSAL
FOR DISTRIBUTION OF PROFITS AND BOARD'S MANAGEMENT
FOR 2005
PROPOSAL #2.1: AMENDMENT OF THE SECTION 13 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION AND OF THE SECTION 12 OF THE
GENERAL MEETING RULES WITH REGARD TO THE EXTENSION OF
THE DEADLINE FOR THE PUBLICATION OF THE GENERAL
MEETING REQUISITION TO ONE MONTH AND TO THE
SHAREHOLDERS RIGHT TO REQUEST AN APPENDIX TO THE
REQUISITION OF THE MEETING TO INCLUDE OTHER ISSUES ON
THE AGENDA
PROPOSAL #2.2: AMENDMENT OF THE SECTION 13 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION AND OF THE SECTION 11 OF THE
GENERAL MEETING RULES WITH REGARD TO THE VALIDITY OF
THE SHAREHOLDERS GENERAL MEETING, ALTHOUGH HAS BEEN
CALLED OR HELD OUT OF DEADLINE
PROPOSAL #2.3: AMENDMENT OF THE SECTION 16 OF THE ISSUER YES AGAINST N/A
ARTICLES OF ASSOCIATION REGARDING THE EXTENSION OF THE
PERIOD FOR HOLDING THE POSITION OF DIRECTOR TO SIX
YEARS
PROPOSAL #2.4: AMENDMENT OF THE SECTION 16 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION WITH REGARD TO THE DEPUTY
CHAIRMANSHIP OF THE BOARD OF DIRECTORS
PROPOSAL #2.5: INCLUSION OF THE NEW SECTION 15BIS IN ISSUER YES FOR N/A
THE ARTICLES OF ASSOCIATION AND AMENDMENT OF THE
SECTIONS 12, 13, 14, 18BIS, 24, 26 AND 27 OF THE
GENERAL MEETING RULES, WITH REGARD TO GENERAL MEETINGS
REMOTE ATTENDANCE
PROPOSAL #2.6: AMENDMENT OF THE FIRST TRANSITIONAL ISSUER YES FOR N/A
PROVISION OF THE ARTICLES OF ASSOCIATION REGARDING
CHAIRMANSHIP AND GENERAL MEETING COMMITTEE COMPOSITION
PROPOSAL #2.7: REVOCATION OF THE SECOND TRANSITIONAL ISSUER YES FOR N/A
PROVISION OF THE ARTICLES OF ASSOCIATION REGARDING THE
CHAIRMANSHIP OF THE COMPANY
PROPOSAL #3.: RE-ELECTION OF AUDITORS FOR THE REVIEW ISSUER YES FOR N/A
AND LEGAL AUDITING OF THE FINANCIAL STATEMENTS OF THE
BANK AND ITS CONSOLIDATED GROUP
PROPOSAL #4.: AUTHORIZATION TO BUY OWN SHARES ISSUER YES FOR N/A
ACCORDING TO LAW AND TO WRITE DOWN THEM AGAINST EQUITY
AND CONSEQUENT CAPITAL REDUCTION UP TO 5 PER CENT
THEREOF
PROPOSAL #5.: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO REQUEST FOR THE ADMISSION/EXCLUSION ON SECONDARY
MARKETS, EITHER NATIONAL OR INTERNATIONAL, OF SHARES,
BONDS AND OTHER SECURITIES ISSUED OR TO BE ISSUED, AND
TO ADOPT THE NECESSARY RESOLUTIONS FOR THE TRADING,
PERMANENCE AND EXCLUSION FROM QUOTATION OF SAID
SECURITIES
PROPOSAL #6.: REPORT ON REMUNERATION POLICY OF THE ISSUER YES FOR N/A
MEMBERS OF THE BOARD, WHICH SHALL BE VOTED ON ADVISORY
BASIS
PROPOSAL #7.: REPORT ON THE AMENDMENTS INTRODUCED IN ISSUER YES FOR N/A
THE BOARD OF DIRECTORS RULES TO BE VOTED AT THE MEETING
PROPOSAL #8.: DELEGATION OF AUTHORITY TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS, WITH POWERS OF SUBSTITUTION FOR THE
APPROVAL, CONSTRUCTION, RECTIFICATION AND FULLEST
EXECUTION OF THE RESOLUTIONS ADOPTED BY THE
SHAREHOLDERS GENERAL MEETING
------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO APPROVE THE ANNUAL ACCOUNTS (BALANCE ISSUER YES FOR N/A
SHEET, INCOME STATEMENT, STATEMENTS OF CHANGES IN NET
ASSETS AND CASH FLOWS AND NOTES) AND THE MANAGEMENT OF
BANCO SANTANDER CENTRAL HISPANO, S.A. AND ITS
CONSOLIDATED GROUP FOR THE FISCAL YEAR ENDED DECEMBER
31, 2005
PROPOSAL #2.: TO APPROVE THE DISTRIBUTION OF PROFITS ISSUER YES FOR N/A
OBTAINED BY THE BANK DURING FISCAL YEAR 2005, IN THE
AMOUNT OF 2,605,008,826.24 EUROS, DISTRIBUTING THEM AS
FOLLOWS: EUROS 94,301.10 TO INCREASE THE VOLUNTARY
RESERVE; EUROS 2,604,914,525.14 FOR THE PAYMENT OF
DIVIDENDS, WHICH HAVE ALREADY BEEN PAID OUT PRIOR TO
THE DATE OF THE ORDINARY GENERAL SHAREHOLDERS
MEETING; EUROS 2,605,008,826.24 TOTAL
PROPOSAL #3.A: APPOINT MR. JAY S. SIDHU AS DIRECTOR; ISSUER YES AGAINST N/A
THIS APPOINTMENT IS SUBJECT TO THE CONDITION PRECEDENT
THAT, NOT LATER THAN 30 SEPTEMBER 2006, BANCO
SANTANDER CENTRAL HISPANO, S.A. ACQUIRES OWNERSHIP OF
A SIGNIFICANT EQUITY INTEREST OF AT LEAST 19.8% OF THE
CAPITAL OF THE ENTITY SOVEREIGN BANCORP, INC.
FULFILLMENT OF THE CONDITION PRECEDENT WILL BE
VERIFIED BY DELIVERY TO THE NATIONAL SECURITIES MARKET
COMMISSION OF AN APPROPRIATE NOTICE OF MATERIAL FACT
EVIDENCING THE ACQUISITION OF SUCH EQUITY INTEREST
PROPOSAL #3.B: RE-ELECT MR. FERNANDO DE ASUA ALVAREZ ISSUER YES AGAINST N/A
AS A DIRECTOR
PROPOSAL #3.C: RE-ELECT MR. ALFREDO SAENZ ABAD AS A ISSUER YES AGAINST N/A
DIRECTOR
PROPOSAL #3.D: RE-ELECT MS. ANA PATRICIA BOTIN-SANZ DE ISSUER YES AGAINST N/A
SAUTUOLA Y O SHEA AS A DIRECTOR
PROPOSAL #3.E: RE-ELECT MR. RODRIGO ECHENIQUE GORDILLO ISSUER YES AGAINST N/A
AS A DIRECTOR
PROPOSAL #3.F: RE-ELECT LORD BURNS AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #4.: TO REAPPOINT AS AUDITOR THE FIRM ISSUER YES FOR N/A
DELOITTE, S.L., WITH A CORPORATE DOMICILE IN MADRID,
AT PLAZA PABLO RUIZ PICASSO, 1, TORRE PICASSO, AND TAX
IDENTIFICATION NUMBER B-79104469, IN ORDER TO VERIFY
THE ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF THE BANK
AND OF THE CONSOLIDATED GROUP FOR FISCAL YEAR 2006
PROPOSAL #5.: TO RESCIND THE UNUSED PORTION OF THE ISSUER YES FOR N/A
AUTHORIZATION GRANTED BY THE SHAREHOLDERS ACTING AT
THE ORDINARY GENERAL SHAREHOLDERS MEETING OF JUNE 18,
2005 FOR THE DERIVATIVE ACQUISITION OF SHARES OF THE
BANK BY THE BANK AND THE SUBSIDIARIES COMPRISING THE
GROUP AND TO GRANT EXPRESS AUTHORIZATION FOR THE BANK
AND THE SUBSIDIARIES COMPRISING THE GROUP TO ACQUIRE
SHARES REPRESENTING THE CAPITAL STOCK OF THE BANK WITH
ANY COMPENSATION PERMITTED BY LAW, WITHIN THE LIMITS
OF THE LAW AND SUBJECT TO ALL LEGAL REQUIREMENTS, UP
TO A LIMIT - INCLUDING THE SHARES THEY ALREADY HOLD -
OF 312,714,828 SHARES OR, AS APPROPRIATE, THE NUMBER
OF SHARES EQUIVALENT TO 5 PERCENT OF THE CAPITAL STOCK
EXISTING AT ANY GIVEN TIME. SUCH SHARES SHALL BE
FULLY PAID-IN AT A MINIMUM PRICE PER SHARE EQUAL TO
THE PAR VALUE AND A MAXIMUM OF UP TO 3% OVER THE
LISTING PRICE ON THE ELECTRONIC MARKET OF THE SPANISH
STOCK EXCHANGES (INCLUDING THE BLOCK MARKET) ON THE
DATE OF ACQUISITION. THIS AUTHORIZATION MAY ONLY BE
EXERCISED WITHIN 18 MONTHS FROM THE DATE OF THE
SHAREHOLDERS MEETING. THE AUTHORIZATION INCLUDES THE
ACQUISITION OF SHARES, IF ANY, THAT MUST BE CONVEYED
DIRECTLY TO THE EMPLOYEES AND MANAGEMENT OF THE
COMPANY, OR THAT MUST BE CONVEYED AS A RESULT OF THE
EXERCISE OF THE OPTIONS THEY HOLD
PROPOSAL #6.A: THE FIRST PARAGRAPH OF ARTICLE 16 OF ISSUER YES FOR N/A
THE BY-LAWS IS AMENDED, WITH THE OTHER PARAGRAPHS OF
SUCH PROVISION REMAINING UNCHANGED. THE NEW TEXT OF
SUCH FIRST PARAGRAPH OF ARTICLE 16 IS AS FOLLOWS:
ARTICLE 16.- THE RIGHT TO ATTEND GENERAL SHAREHOLDERS
MEETINGS MAY BE DELEGATED TO ANY INDIVIDUAL OR LEGAL
PERSON.
PROPOSAL #6.B: ARTICLE 20 OF THE BY-LAWS IS AMENDED TO ISSUER YES FOR N/A
READ AS FOLLOWS: ARTICLE 20.- NOTICE OF ALL TYPES OF
MEETINGS SHALL BE GIVEN BY MEANS OF A PUBLIC
ANNOUNCEMENT IN THE OFFICIAL BULLETIN OF THE
COMMERCIAL REGISTRY AND IN ONE OF THE LOCAL
NEWSPAPERS HAVING THE LARGEST CIRCULATION IN THE
PROVINCE WHERE THE REGISTERED OFFICE IS LOCATED, AT
LEAST ONE MONTH PRIOR TO THE DATE SET FOR THE MEETING.
PROPOSAL #6.C: THE FIRST AND SECOND PARAGRAPHS OF ISSUER YES AGAINST N/A
ARTICLE 30 OF THE BY-LAWS ARE AMENDED, WITH THE LAST
PARAGRAPH OF SUCH PROVISION REMAINING UNCHANGED. THE
NEW TEXT OF SUCH FIRST AND SECOND PARAGRAPHS IS AS
FOLLOWS: ARTICLE 30.- THE BOARD OF DIRECTORS SHALL BE
COMPOSED OF A MINIMUM OF FOURTEEN DIRECTORS AND A
MAXIMUM OF TWENTY-TWO, TO BE APPOINTED BY THE
SHAREHOLDERS AT THE GENERAL SHAREHOLDERS MEETING.
ONE-FIFTH OF THE POSITIONS ON THE BOARD SHALL BE
RENEWED ANNUALLY, FOR WHICH PURPOSE THE LENGTH OF
SERVICE ON SUCH POSITIONS, ON THE BASIS OF THE DATE
AND ORDER OF THE RESPECTIVE APPOINTMENT, SHALL BE
OBSERVED. IN OTHER WORDS, A DIRECTOR SHALL BE IN
OFFICE FOR FIVE YEARS. DIRECTORS WHO CEASE TO HOLD
OFFICE MAY BE RE-ELECTED.
PROPOSAL #6.D: THE FIRST PARAGRAPH OF ARTICLE 38 OF ISSUER YES FOR N/A
THE BY-LAWS IS AMENDED, WITH THE OTHER PARAGRAPHS OF
SUCH PROVISION REMAINING UNCHANGED. THE NEW TEXT OF
SUCH FIRST PARAGRAPH IS AS FOLLOWS: ARTICLE 38.- THE
BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE OF THE
BANK SHALL RECEIVE, IN CONSIDERATION FOR THE
PERFORMANCE OF THEIR DUTIES AND AS A JOINT SHARE IN
THE INCOME FOR EACH FISCAL YEAR, AN AMOUNT EQUAL TO
ONE PERCENT THEREOF, PROVIDED, HOWEVER, THAT THE BOARD
MAY RESOLVE THAT SUCH PERCENTAGE BE REDUCED IN THOSE
YEARS IN WHICH IT SO DEEMS IT JUSTIFIED. IN ADDITION,
THE BOARD OF DIRECTORS SHALL DISTRIBUTE THE RESULTING
PAYMENT AMONG THE RECIPIENTS IN SUCH MANNER AND AMOUNT
AS MAY BE RESOLVED ANNUALLY WITH RESPECT TO EACH OF
THEM.
PROPOSAL #7.A: ARTICLE 5 OF THE BANK'S REGULATIONS FOR ISSUER YES FOR N/A
THE GENERAL SHAREHOLDERS MEETING IS AMENDED THROUGH
THE INSERTION OF A NEW THIRD PARAGRAPH, SUCH THAT THE
NEW TEXT OF THE PROVISION READS AS FOLLOWS: ARTICLE
5. ANNOUNCEMENT OF THE CALL TO MEETING THE GENERAL
SHAREHOLDERS MEETING MUST BE CALLED BY THE BOARD OF
DIRECTORS OF THE COMPANY BY MEANS OF AN ANNOUNCEMENT
PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF THE BY-
LAWS. NO LATER THAN THE DATE OF PUBLICATION OR, IN ANY
CASE, THE NEXT BUSINESS DAY, THE COMPANY SHALL SEND
THE ANNOUNCEMENT OF THE CALL TO MEETING TO THE
NATIONAL SECURITIES MARKET COMMISSION. THE TEXT OF THE
ANNOUNCEMENT SHALL ALSO BE ACCESSIBLE ON THE BANK'S
WEBSITE. THE ANNOUNCEMENT OF THE CALL TO MEETING SHALL
STATE THE DATE OF THE MEETING ON FIRST CALL AS WELL
AS ALL THE MATTERS TO BE ADDRESSED. FURTHERMORE, THE
ANNOUNCEMENT SHALL STATE THE DATE ON WHICH THE GENERAL
SHAREHOLDERS MEETING SHALL BE HELD ON SECOND CALL,
IF SUCH CALL OCCURS. THERE SHALL BE A PERIOD OF AT
LEAST TWENTY-FOUR HOURS BETWEEN THE FIRST AND SECOND
CALL. SHAREHOLDERS REPRESENTING AT LEAST FIVE (5%)
PERCENT OF THE SHARE CAPITAL MAY REQUEST THE
PUBLICATION OF A SUPPLEMENT TO THE CALL TO MEETING
INCLUDING ONE OR MORE ITEMS IN THE AGENDA. THIS RIGHT
MUST BE EXERCISED BY MEANS OF VERIFIABLE NOTICE THAT
MUST BE RECEIVED AT THE REGISTERED OFFICE WITHIN FIVE
(5) DAYS OF THE PUBLICATION OF THE CALL TO MEETING.
THE SUPPLEMENT TO THE CALL SHALL BE PUBLISHED AT LEAST
FIFTEEN (15) DAYS IN ADVANCE OF THE DATE SET FOR THE
MEETING. NOT LATER THAN THE DAY OF PUBLICATION OR, IN
ANY CASE, THE NEXT BUSINESS DAY, THE COMPANY SHALL
SEND THE SUPPLEMENT TO THE CALL TO MEETING TO THE
NATIONAL SECURITIES MARKET COMMISSION. SUCH SUPPLEMENT
SHALL ALSO BE ACCESSIBLE ON THE BANK'S WEBSITE.
PROPOSAL #7.B: ARTICLE 6 OF THE BANK'S REGULATIONS FOR ISSUER YES FOR N/A
THE GENERAL SHAREHOLDERS MEETING IS AMENDED THROUGH
THE INSERTION OF A SECOND PARAGRAPH IN SECTION 1
THEREOF, SUCH THAT THE NEW TEXT OF THE PROVISION READS
AS FOLLOWS: ARTICLE 6. INFORMATION AVAILABLE AS OF
THE DATE OF THE CALL TO MEETING 1. IN ADDITION TO WHAT
IS REQUIRED BY PROVISIONS OF LAW OR THE BY-LAWS,
BEGINNING ON THE DATE OF THE PUBLICATION OF THE CALL
TO THE GENERAL SHAREHOLDERS MEETING, THE COMPANY
SHALL PUBLISH ON ITS WEBSITE THE TEXT OF ALL
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS WITH
RESPECT TO THE AGENDA ITEMS, UNLESS THE PROPOSALS ARE
NOT REQUIRED BY LAW OR THE BY-LAWS TO BE MADE
AVAILABLE TO THE SHAREHOLDERS AS OF THE DATE OF THE
CALL TO MEETING AND THE BOARD OF DIRECTORS DEEMS THAT
THERE ARE JUSTIFIED GROUNDS FOR NOT DOING SO.
FURTHERMORE, WHEN THERE IS A SUPPLEMENT TO THE CALL TO
MEETING, THE COMPANY SHALL, STARTING ON THE DATE OF
PUBLICATION THEREOF, ALSO PUBLISH ON ITS WEBSITE THE
TEXT OF THE PROPOSALS TO WHICH SUCH SUPPLEMENT REFERS
AND WHICH HAVE BEEN PROVIDED TO THE COMPANY. 2.
WITHOUT PREJUDICE TO THE PROVISIONS OF OTHER
PARAGRAPHS OF THESE REGULATIONS AND THE REQUIREMENTS
OF ANY LEGAL PROVISIONS, BEGINNING ON THE DATE OF THE
ANNOUNCEMENT OF THE CALL TO MEETING, SUCH INFORMATION
AS IS DEEMED APPROPRIATE TO FACILITATE THE ATTENDANCE
OF THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS
MEETING AND THEIR PARTICIPATION THEREIN SHALL ALSO BE
CONTAINED IN THE COMPANY'S WEBSITE, INCLUDING: (I) A
FORM OF ATTENDANCE CARD AND, IF APPROPRIATE, ALL OTHER
DOCUMENTS THAT MUST BE USED TO GRANT PROXIES, WITH AN
INDICATION OF THE PROCEDURE TO OBTAIN THE PERTINENT
ORIGINALS. (II) INFORMATION ON WHERE THE MEETING WILL
BE HELD, DESCRIBING, IF APPROPRIATE, HOW TO GAIN
ACCESS TO THE ROOM. (III) DESCRIPTION OF THE
MECHANISMS THAT MAY BE USED FOR GRANTING PROXIES AND
DISTANCE VOTING; (IV) INFORMATION, IF APPROPRIATE, ON
SYSTEMS OR PROCEDURES TO FACILITATE LISTENING IN ON
THE MEETING, SUCH AS MEANS FOR SIMULTANEOUS
INTERPRETATION, BROADCAST USING AUDIOVISUAL MEDIA,
INFORMATION IN OTHER LANGUAGES, ETC.
PROPOSAL #7.C: THE FIRST PARAGRAPH OF ARTICLE 8 OF THE ISSUER YES FOR N/A
BANK'S REGULATIONS FOR THE GENERAL SHAREHOLDERS
MEETING IS AMENDED, WITH THE OTHER PARAGRAPHS
REMAINING UNCHANGED, SUCH THAT THE NEW TEXT OF SUCH
ARTICLE 8 READS AS FOLLOWS: ARTICLE 8. PROXIES
WITHOUT PREJUDICE TO THE PROVISIONS OF THE BY-LAWS,
THE RIGHT TO ATTEND THE GENERAL SHAREHOLDERS MEETING
MAY BE DELEGATED TO ANY INDIVIDUAL OR LEGAL PERSON.
INDIVIDUAL SHAREHOLDERS NOT ENJOYING FULL RIGHTS UNDER
CIVIL LAW, AND LEGAL ENTITIES HOLDING SHARES, MAY BE
REPRESENTED BY LEGAL REPRESENTATIVES WHO HAVE BEEN
DULY VERIFIED. IN SUCH CASES, AS WELL AS IN THE EVENT
A SHAREHOLDER DELEGATES HIS RIGHT TO ATTEND, NO
SHAREHOLDER MAY HAVE MORE THAN ONE REPRESENTATIVE AT
THE SHAREHOLDERS MEETING. PROXY REPRESENTATION
CONFERRED UPON ONE WHO IS LEGALLY INELIGIBLE TO HOLD
SUCH PROXY SHALL BE NULL AND VOID. A PROXY IS ALWAYS
REVOCABLE. ATTENDANCE AT THE SHAREHOLDERS MEETING,
WHETHER PHYSICALLY OR BY CASTING A DISTANCE VOTE,
SHALL BE EQUIVALENT TO THE REVOCATION OF SUCH PROXY,
REGARDLESS OF THE DATE THEREOF. A PROXY SHALL ALSO BE
RENDERED VOID BY ANY TRANSFER OF SHARES OF WHICH THE
COMPANY BECOMES AWARE. IN CASES WHERE THE DIRECTORS OF
THE COMPANY MAKE A PUBLIC SOLICITATION FOR PROXIES,
THE RULES CONTAINED IN THE COMPANIES LAW, THE
SECURITIES MARKET LAW AND RULES AND REGULATIONS
FURTHER ELABORATING UPON THE PROVISIONS THEREOF SHALL
APPLY. IN PARTICULAR, THE DOCUMENT EVIDENCING THE
PROXY MUST CONTAIN OR ATTACH THE AGENDA, AS WELL AS
THE SOLICITATION OF INSTRUCTIONS FOR THE EXERCISE OF
VOTING RIGHTS AND THE WAY IN WHICH THE PROXY-HOLDER
WILL VOTE IN THE EVENT THAT SPECIFIC INSTRUCTIONS ARE
NOT GIVEN, SUBJECT IN ALL CASES TO THE PROVISIONS OF
LAW. THE DELEGATION MAY ALSO INCLUDE THOSE MATTERS
THAT THE LAW ALLOWS TO BE DEALT WITH AT THE GENERAL
SHAREHOLDERS MEETING EVEN WHEN NOT PROVIDED FOR IN
THE AGENDA. IF THE DELEGATION DOES NOT INCLUDE THEM,
IT SHALL BE UNDERSTOOD THAT THE SHAREHOLDER
REPRESENTED INSTRUCTS HIS REPRESENTATIVE TO ABSTAIN
FROM VOTING ON THOSE ITEMS. WITHOUT PREJUDICE TO THE
PROVISIONS OF ARTICLE 108 OF THE COMPANIES LAW,
PROXIES SHALL BE CONFERRED PURSUANT TO THE PROVISIONS
OF ARTICLE 106.2 THEREOF. WHEN A PROXY IS GRANTED BY
REMOTE MEANS OF COMMUNICATION, IT SHALL ONLY BE DEEMED
VALID IF THE GRANT IS MADE: A) BY HAND-DELIVERY OR
POSTAL CORRESPONDENCE, SENDING THE COMPANY THE DULY
SIGNED ATTENDANCE CARD AND PROXY, OR BY OTHER WRITTEN
MEANS THAT, IN THE JUDGMENT OF THE BOARD OF DIRECTORS
RECORDED IN A RESOLUTION ADOPTED FOR SUCH PURPOSE,
ALLOWS FOR DUE CONFIRMATION OF THE IDENTITY OF THE
SHAREHOLDER GRANTING THE PROXY AND OF THE
REPRESENTATIVE BEING APPOINTED, OR B) BY ELECTRONIC
CORRESPONDENCE OR COMMUNICATION WITH THE COMPANY,
INCLUDING AN ELECTRONIC COPY OF THE ATTENDANCE CARD
AND THE PROXY; SUCH ELECTRONIC COPY SHALL SPECIFY THE
REPRESENTATION BEING GRANTED AND THE IDENTITY OF THE
PARTY REPRESENTED, AND SHALL INCLUDE THE DIGITAL
SIGNATURE OR OTHER FORM OF IDENTIFICATION OF THE
SHAREHOLDER BEING REPRESENTED, IN ACCORDANCE WITH THE
CONDITIONS SET BY THE BOARD OF
PROPOSAL #8.: TO RESCIND AND NULLIFY RESOLUTION 6.II) ISSUER YES FOR N/A
OF THE SHAREHOLDERS ACTING AT THE ORDINARY GENERAL
SHAREHOLDERS MEETING OF JUNE 18, 2005 AND TO DELEGATE
TO THE BOARD OF DIRECTORS, PURSUANT TO THE PROVISIONS
OF SECTION 153.1.A) OF THE COMPANIES LAW, THE
BROADEST POWERS TO DO THE FOLLOWING WITHIN ONE YEAR
FROM THE DATE OF THIS GENERAL SHAREHOLDERS MEETING:
SET THE DATE AND TERMS, IN ALL MATTERS NOT PROVIDED
FOR BY THE SHAREHOLDERS THEMSELVES ACTING AT THE
GENERAL SHAREHOLDERS MEETING, FOR A CAPITAL INCREASE
APPROVED AT THIS GENERAL SHAREHOLDERS MEETING, IN THE
AMOUNT OF THREE HUNDRED SEVENTY-FIVE MILLION EUROS.
IN EXERCISING THESE DELEGATED POWERS, THE BOARD OF
DIRECTORS SHALL (BY WAY OF EXAMPLE AND NOT LIMITATION)
DETERMINE IF THE CAPITAL INCREASE SHALL BE CARRIED
OUT BY ISSUING NEW SHARES - WITH OR WITHOUT A PREMIUM
AND WITH OR WITHOUT VOTING RIGHTS - OR BY INCREASING
THE PAR VALUE OF EXISTING SHARES, THROUGH NEW CASH
CONTRIBUTIONS OR BY CHARGING THE INCREASE TO FREELY
AVAILABLE RESERVES, OR SOME COMBINATION OF THE TWO
METHODS; DETERMINE THE DEADLINE FOR EXERCISING PRE-
EMPTIVE SUBSCRIPTION RIGHTS OR FOR GRATUITOUS
ASSIGNMENT IN THE EVENT OF THE ISSUANCE OF NEW SHARES;
FREELY OFFER THE SHARES NOT SUBSCRIBED BY SUCH
DEADLINE; ESTABLISH THAT, IN THE EVENT THE ISSUE IS
NOT FULLY SUBSCRIBED, THE CAPITAL WILL BE INCREASED
ONLY BY THE AMOUNT OF THE ACTUAL SUBSCRIPTIONS; AND
REWORD THE ARTICLE OF THE COMPANY'S BYLAWS PERTAINING
TO SHARE CAPITAL. IF THE BOARD OF DIRECTORS HAS NOT
EXERCISED THE POWERS DELEGATED TO IT WITHIN THE PERIOD
PROVIDED BY THE SHAREHOLDERS ACTING AT THE
SHAREHOLDERS MEETING FOR CARRYING OUT THIS
RESOLUTION, SUCH POWERS SHALL BECOME VOID ONCE THE
DEADLINE HAS PASSED; THE BOARD OF DIRECTORS IS ALSO
AUTHORIZED TO DELEGATE TO THE EXECUTIVE COMMITTEE THE
DELEGABLE POWERS GRANTED PURSUANT TO THIS RESOLUTION
PROPOSAL #9.: TO EMPOWER THE BOARD OF DIRECTORS, ISSUER YES FOR N/A
PURSUANT TO THE GENERAL RULES FOR THE ISSUANCE OF
DEBENTURES AND PURSUANT TO THE PROVISIONS OF ARTICLE
319 OF THE REGULATIONS OF THE COMMERCIAL REGISTRY, TO
ISSUE IN ONE OR SEVERAL TRANCHES UP TO THE SUM OF
THIRTY-FIVE BILLION EUROS OR THE EQUIVALENT THEREOF IN
ANOTHER CURRENCY, IN FIXED INCOME SECURITIES, IN ANY
OF THE FORMS PERMITTED BY LAW, INCLUDING BONDS,
CERTIFICATES, NOTES, AND DEBENTURES, INCLUDING SUCH
SUBORDINATED OBLIGATIONS AS ARE SET FORTH IN
SUBSECTION 1 OF SECTION 7 OF LAW 13 OF MAY 25, 1985
AND SECTION 20.1 OF ROYAL DECREE 1343 OF NOVEMBER 6,
1992. THESE SECURITIES MAY BE UNSECURED OR CARRY
GUARANTEES OF ANY KIND, INCLUDING MORTGAGE BACKING.
THEY MAY BE REPRESENTED BY CERTIFICATES OR MAY BE BOOK
ENTRY SECURITIES. THE SECURITIES ISSUED UNDER THIS
AUTHORIZATION SHALL BE NUMBERED CONSECUTIVELY FOR EACH
ISSUE, BEGINNING WITH THE NUMBER 1 (ONE). EACH ISSUE
SHALL CONSTITUTE A SINGLE SERIES. THE SECURITIES MAY
BE FULLY OR PARTIALLY EXCHANGEABLE FOR EXISTING SHARES
IN THE ISSUING COMPANY ITSELF OR FOR SHARES IN OTHER
ENTITIES. IF THEY ARE EXCHANGEABLE, SUCH EXCHANGE MAY
BE VOLUNTARY OR MANDATORY. IF VOLUNTARY, SUCH EXCHANGE
MAY BE AT THE OPTION OF THE HOLDER OF THE SECURITIES
OR OF THE ISSUER. THEY MAY ALSO INCLUDE AN OPTION TO
BUY SUCH SHARES. THE SECURITIES MAY BE ISSUED IN
SPANISH TERRITORY OR ABROAD, UNDER SPANISH OR FOREIGN
LAW. THEY MAY BE DENOMINATED IN SPANISH OR FOREIGN
CURRENCY, NOTWITHSTANDING THAT IF DENOMINATED IN
FOREIGN CURRENCY THE EQUIVALENT THEREOF IN EUROS SHALL
BE STATED. THE BOARD OF DIRECTORS IS EMPOWERED TO
FREELY DETERMINE ALL OTHER TERMS OF THE ISSUE(S), AS
WELL AS WHETHER EACH ISSUE IS PERPETUAL OR
AMORTIZABLE. IF AMORTIZABLE, IT MAY DETERMINE THE
AMORTIZATION SCHEDULE, ALL WITHIN THE LIMITS SET BY
LAW. FURTHERMORE, IN GENERAL, IT MAY EXECUTE WITHOUT
ANY LIMITATION WHATSOEVER ANY PUBLIC OR PRIVATE
INSTRUMENTS REQUIRED OR THAT THE BOARD MAY DEEM
ADVISABLE IN ORDER TO CARRY OUT THIS RESOLUTION. IT
MAY ALSO, AS APPROPRIATE, DESIGNATE THE STATUTORY
AUDITOR AND APPROVE THE BASIC RULES THAT SHALL GOVERN
THE LEGAL RELATIONSHIP BETWEEN THE BANK AND THE
SYNDICATE HOLDING THE SECURITIES ISSUED. WITH RESPECT
TO THE LIMIT TO THE DELEGATION, THE STATED AMOUNT OF
THIRTY-FIVE BILLION EUROS CONSTITUTES THE MAXIMUM
GLOBAL LIMIT FOR THE FACE VALUE AMOUNT THAT MAY BE
OUTSTANDING AT ANY GIVEN TIME FOR NOTES OR SIMILAR
SECURITIES ISSUED PLUS THE FACE VALUE ISSUED FOR ALL
OTHER SECURITIES LIKEWISE ISSUED UNDER THIS
AUTHORIZATION CONFERRED UPON THE BOARD OF DIRECTORS.
THIS POWER MAY BE EXERCISED BY THE BOARD OF DIRECTORS
WITHIN A PERIOD OF FIVE YEARS FROM THE DATE THE
RESOLUTION IS ADOPTED BY THE SHAREHOLDERS AT THE
SHAREHOLDERS MEETING, AFTER WHICH TIME ANY PORTION
THEREOF THAT HAS NOT BEEN EXERCISED SHALL BE
CANCELLED. IT IS STATED FOR THE RECORD, AS PROVIDED BY
SECTION 111 BIS OF LAW 24 OF JULY 28, 1988 AND THE
FOURTH ADDITIONAL PROVISION OF LAW 26 OF JULY 29,
1988, THAT THE LIMITATION REGARDING THE ISSUANCE OF
DEBENTURES SET FORTH IN SUBSECTION 1 OF SECT
PROPOSAL #10.: TO APPROVE THE INCENTIVE PLAN FOR 185 ISSUER YES FOR N/A
MANAGERS OF ABBEY NATIONAL PLC LINKED TO FULFILLMENT
OF THE 2005-2007 OBJECTIVES, WHICH IS STRUCTURED AS
THE DELIVERY OF UP TO A MAXIMUM OF 3,150,000 SHARES OF
BANCO SANTANDER CENTRAL HISPANO, S.A., REPRESENTING
APPROXIMATELY 0.05% OF THE 6,254,296,579 SHARES
CURRENTLY MAKING UP ITS SHARE CAPITAL. THE DELIVERY OF
THE SHARES, WITHOUT ANY CONSIDERATION OR
RESTRICTIONS, WILL OCCUR, IF APPROPRIATE, IN 2008,
UPON VERIFICATION OF ACHIEVEMENT OF THE OBJECTIVES
ASSOCIATED WITH THE PLAN, PURSUANT TO THE FOLLOWING
RULES: (I) ACHIEVING IN FISCAL YEAR 2007 AN
ATTRIBUTABLE NET PROFIT OF AT LEAST 890 MILLION POUNDS
STERLING AND INCOME OF AT LEAST 2,800 MILLION POUNDS
STERLING; UPON THE ACHIEVEMENT OF BOTH OBJECTIVES, THE
AFOREMENTIONED MAXIMUM OF 3,150,000 SHARES WOULD BE
DELIVERED; (II) IF, INSTEAD OF THE OBJECTIVES SET
FORTH IN PARAGRAPH (I) ABOVE, 850 MILLION AND 2,750
MILLION POUNDS STERLING IN ATTRIBUTABLE NET PROFIT AND
INCOME, RESPECTIVELY, ARE ACHIEVED IN FISCAL YEAR
2007, UP TO 75% OF THE NUMBER OF SHARES INITIALLY
PROVIDED, I.E., 2,362,500 SHARES, WOULD BE DELIVERED;
(III) IN THE EVENT THAT AMOUNTS BETWEEN THE AMOUNTS
CONTEMPLATED IN PARAGRAPHS (I) AND (II) ABOVE ARE
OBTAINED, A LINEAR MATRIX PROGRESSION WOULD BE APPLIED
COMBINING THE DEGREE OF ACHIEVEMENT OF BOTH
OBJECTIVES, WHICH WOULD ENTAIL THE DELIVERY OF BETWEEN
2,362,501 AND 3,149,999 SHARES. (IV) IF THE MINIMUM
AMOUNT SET FORTH IN PARAGRAPH (II) ABOVE IS NOT
ATTAINED FOR EITHER OF THE TWO OBJECTIVES, NO SHARES
WILL BE DELIVERED. THE PROFITS AND INCOME WILL BE
MEASURED BY THE DATA CORRESPONDING TO THE CONSOLIDATED
ABBEY SUBGROUP REFLECTED IN THE CONSOLIDATED ACCOUNTS
OF THE SANTANDER GROUP. WITHOUT PREJUDICE TO THE
PROVISIONS OF A GENERAL NATURE IN THE FOLLOWING
RESOLUTION 11, THE BOARD OF DIRECTORS IS AUTHORIZED,
ON THE BROADEST TERMS ALLOWED BY LAW AND WITH THE
EXPRESS POWER OF SUBSTITUTION TO THE EXECUTIVE
COMMITTEE, TO CARRY OUT ANY ACTS NECESSARY OR MERELY
APPROPRIATE TO IMPLEMENT THE DEPLOYMENT OF THE
INCENTIVE PLAN (INCLUDING MEASUREMENT OF THE EXTENT TO
WHICH THE OBJECTIVES HAVE BEEN ACHIEVED), AND MAY
FURTHER DEVELOP AND DEFINE, TO THE EXTENT NEEDED, THE
RULES PROVIDED FOR HEREIN. ALL OF THE FOREGOING IS
DEEMED TO BE WITHOUT PREJUDICE TO THE ACTIONS OF THE
DECISION-MAKING BODIES OF ABBEY NATIONAL PLC. ALREADY
PERFORMED OR WHICH ARE PERFORMED IN THE FUTURE IN THE
EXERCISE OF ANY OF THE POWERS GRANTED TO THEM WITHIN
THE FRAMEWORK ESTABLISHED BY THIS RESOLUTION OF THE
SHAREHOLDERS ACTING AT A MEETING TO DEPLOY THE PLAN
AND SET, DEVELOP AND DEFINE THE RULES THEREOF,
INCLUDING, BY WAY OF EXAMPLE ONLY, THE DISTRIBUTION OF
THE SHARES TO THE RECIPIENTS OR THE ESTABLISHMENT OF
RULES APPLICABLE IN THE EVENT THAT ONE OF THEM LEAVES
THE GROUP PRIOR TO THE DEADLINE FOR ACHIEVING THE
PROPOSAL #11.: TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INTERPRET, CURE, SUPPLEMENT, CARRY OUT AND DEVELOP THE
FOREGOING RESOLUTIONS, INCLUDING THE ADAPTATION
THEREOF TO VERBAL OR WRITTEN EVALUATIONS OF THE
COMMERCIAL REGISTRY OR ANY OTHER AUTHORITIES,
OFFICIALS OR INSTITUTIONS WHICH ARE COMPETENT TO DO
SO, AS WELL AS TO COMPLY WITH WHATSOEVER CONDITIONS
MAY BE LEGALLY REQUIRED FOR THE EFFECTIVENESS THEREOF,
AND PARTICULARLY TO DELEGATE TO THE EXECUTIVE
COMMITTEE ALL OR A PORTION OF THE POWERS RECEIVED FROM
THE SHAREHOLDERS AT THIS GENERAL MEETING BY VIRTUE OF
THE PRECEDING RESOLUTIONS AS WELL AS THIS RESOLUTION;
AND TO AUTHORIZE MR. EMILIO BOTIN-SANZ DE SAUTUOLA Y
GARCIA DE LOS RIOS, MR. ALFREDO SAENZ ABAD, MR. MATIAS
RODRIGUEZ INCIARTE, MR. IGNACIO BENJUMEA CABEZA DE
VACA AND MR. JUAN GUITARD MARIN SO THAT ANY OF THEM,
SEVERALLY, AND WITHOUT PREJUDICE TO ANY OTHER EXISTING
POWER TO RECORD THE RESOLUTIONS IN A PUBLIC
INSTRUMENT, MAY APPEAR BEFORE A NOTARY PUBLIC AND
AUTHORIZE ON BEHALF OF THE BANK ANY PUBLIC INSTRUMENTS
THAT MAY BE REQUIRED OR APPROPRIATE WITH RESPECT TO
THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THIS
GENERAL SHAREHOLDERS MEETING. IN ADDITION, THE
FOREGOING GENTLEMEN ARE ALSO SEVERALLY EMPOWERED TO
CARRY OUT THE REQUIRED FILING OF THE ANNUAL ACCOUNTS
AND OTHER DOCUMENTATION WITH THE COMMERCIAL REGISTRY
------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CHILE
TICKER: SAN CUSIP: 05965X109
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: SUBMIT FOR APPROVAL THE ANNUAL REPORT, ISSUER YES FOR N/A
BALANCE SHEET AND CONSOLIDATED FINANCIAL STATEMENTS OF
THE BANK, THE INDEPENDENT REPORT OF THE EXTERNAL
AUDITORS, AND THE NOTES CORRESPONDING TO THE PERIOD
BETWEEN JANUARY 1 AND DECEMBER 31 OF 2005.
PROPOSAL #02: ALLOCATION OF 2005 EARNINGS. A DIVIDEND ISSUER YES FOR N/A
OF CH$0.82682216 PER SHARE WILL BE PROPOSED,
CORRESPONDING TO 65% OF 2005 EARNINGS. AT THE SAME
TIME WE WILL PROPOSE AT THE MEETING THAT 35% OF 2005
EARNINGS BE RETAINED TO INCREASE THE BANK'S RESERVES.
PROPOSAL #03: DESIGNATION OF EXTERNAL AUDITORS. ISSUER YES FOR N/A
PROPOSAL #04: NOMINATION OF A NEW BOARD MEMBER TO ISSUER YES FOR N/A
REPLACE JUAN COLOMBO C. WHO RESIGNED IN JANUARY 2006.
THE CANDIDATES WILL BE PROPOSED AT THE ORDINARY
SHAREHOLDER MEETING.
PROPOSAL #05: DETERMINE THE BOARD OF DIRECTOR'S ISSUER YES FOR N/A
REMUNERATION.
PROPOSAL #06: AUDIT COMMITTEE'S REPORT AND APPROVAL OF ISSUER YES FOR N/A
THE AUDIT COMMITTEE'S BUDGET.
PROPOSAL #07: GIVE ACCOUNT OF ALL OPERATIONS SUBJECT ISSUER YES FOR N/A
TO ARTICLE 44 OF LAW 18,046 (RELATED PARTY
TRANSACTIONS).
PROPOSAL #08: DISCUSS ANY MATTER OF INTEREST THAT ISSUER YES AGAINST N/A
CORRESPONDS TO BE DISCUSSED IN AN ORDINARY
SHAREHOLDERS MEETING ACCORDING TO CURRENT LAWS AND THE
BANK'S BYLAWS.
------------------------------------------------------------------------------------
ISSUER: BANK FUKUOKA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES AGAINST N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ALLOW USE OF
ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS, APPROVE
MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE, REDUCE BOARD SIZE, REDUCE TERM OF OFFICE OF
DIRECTORS
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #5: APPROVE FINAL PAYMENT ASSOCIATED WITH ISSUER YES AGAINST N/A
ABOLITION OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS
AND AUDITORS
PROPOSAL #6: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: BANK OF NOVA SCOTIA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: ELECT MR. RONALD A. BRENNEMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.2: ELECT MR. C.J. CHEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.3: ELECT MR. N. ASHLEIGH EVERETT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4: ELECT MR. JOHN C. KERR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.5: ELECT HONORABLE. MICHAEL J.L. KIRBY A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.6: ELECT MR. LAURENT LEMAIRE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.7: ELECT MR. JOHN T. MAYBERRY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.8: ELECT HONORABLE. BARBARA J. MCDOUGALL ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #A.9: ELECT MS. ELIZABETH PARR-JOHNSTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.10: ELECT MR. A.E. ROVZAR DE LA TORRE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.11: ELECT MR. ARTHUR R.A. SCACE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.12: ELECT MR. GERALD W. SCHWARTZ AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.13: ELECT MR. ALLAN C. SHAW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.14: ELECT MR. PAUL D. SOBEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.15: ELECT MR. BARBARA S. THOMAS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.16: ELECT MR. RICHARD E. WAUGH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #B.: APPOINT KPMG LLP AS THE AUDITOR ISSUER YES FOR N/A
PROPOSAL #C.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE, FOR THE SAKE OF TRANSPARENCY AND
RESPECT OF THE SHAREHOLDER'S RIGHT TO INFORMATION, THE
FEDERAL LEGISLATOR GAVE SHAREHOLDERS THE RIGHT TO
EXAMINE THE FINANCIAL STATEMENTS OF THE BANK'S
SUBSIDIARIES SECTION 310 (2) ; THE MAINTENANCE BY THE
BANK OF NUMEROUS SUBSIDIARIES IN TAX HAVENS DEPRIVES
THE FEDERAL GOVERNMENT AND THE PROVINCES OF
SIGNIFICANT REVENUES SO TAKEN FROM THE NEEDS OF
CITIZENS; THIS SITUATION HAS BECOME A CANADA-WIDE
PUBLIC ISSUE; THE PUBLICATION BY THE BANK OF THE
FINANCIAL STATEMENTS OF ITS SUBSIDIARIES IN CONFETTI
STATES WILL ENABLE SHAREHOLDERS TO PASS JUDGMENT ON
THE NATURE OF THE TRANSACTIONS THEREIN ENTERED AND
EVENTUALLY EXPRESS THEIR OPINIONS WITH FULL KNOWLEDGE
ON THE BANK'S ACTIVITIES IN SHOWCASES OF DRUG-MONEY
LAUNDERING AND TAX EVASION AND FRAUD; THE RATIONALE
DEVELOPED BY THE BANK TO THIS DAY TO JUSTIFY ITS
PRESENCE IN TAX HAVENS IS MOLLIFYING, EVASIVE AND NOT
VERY CONVINCING; IT MUST BE REVISED AND REBALANCED
WITH THE JUDGMENT OF SHAREHOLDERS, INSTITUTIONAL
INVESTORS AND PORTFOLIO OR PENSION FUND MANAGERS,
CONCERNED WITH THE BANK'S INTEREST AND THE INTEREST OF
THOSE WHO FINANCE IT
PROPOSAL #D.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE REMUNERATION OFSENIOR OFFICERS
AND THEIR OTHER EMPLOYMENT, DEPARTURE OR RETIREMENT
RELATED CONDITIONS HAVE OVER THE LAST FEW YEARS
REACHED GIGANTIC PROPORTIONS THAT SCANDALIZE AN EVER-
INCREASING NUMBER OF SHAREHOLDERS; THESE SHAREHOLDERS
ARE ALWAYS FACED WITH A DONE DEAL WITHOUT BEING ABLE
TO EVALUATE THE RELEVANCY OR THE MERIT OF THE
RECOMMENDATIONS AND DECISIONS OF THE BOARD OF
DIRECTORS; THIS IS NEITHER FAIR NOR REASONABLE, AND
GOES AGAINST THE PRINCIPLES OF SOUND CORPORATE
GOVERNANCE; ULTIMATELY, THE CURRENT PRACTICES ARE
OFFENSIVE TO SHAREHOLDERS BY OBLITERATING THEIR RIGHTS
OF REVIEW AND APPROVAL OF THEIR BOARD OF DIRECTORS
RECOMMENDATIONS; IT IS TIME THAT SHAREHOLDERS OR THEIR
AGENTS STOP BEING LEFT OUT OF AND EXPLOITED AT WILL
BY THE BUSINESSES OF FINANCIAL INSTITUTIONS THEY ARE
FEEDING WITH THEIR HARD CASH; THEY ARE THE ONES TAKING
THE RISKS AND NOT THE HIGH-PRICED EXECUTIVES
ATTENDING TO THE ADMINISTRATION OF THEIR BUSINESSES
PROPOSAL #E.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THAT ALL CORPORATE OFFICERS AND
DIRECTORS BE UNTAINTED BY SCANDALOUS, UNETHICAL
BEHAVIOUR; THE SHAREHOLDERS THEREFORE RECOMMEND THAT
THE 2004 COMMITMENT BE FURTHER AFFIRMED WITH A
SPECIFIC REQUIREMENT THAT NO ONE IS ELIGIBLE TO SERVE
AS A DIRECTOR OF THE BANK WHO HAS BEEN IMPLICATED IN
ANY JUDICIAL PROCEEDING THAT RESULTS IN A FINDING OF
UNETHICAL ACTIVITY OR BEHAVIOUR; IT IS NOT NECESSARY
FOR THE INDIVIDUAL TO BE PERSONALLY NAMED IN THE
JUDICIAL PROCEEDING FOR THIS POLICY TO APPLY; CHIEF
EXECUTIVES MUST BE HELD ULTIMATELY RESPONSIBLE FOR
THEIR CORPORATION'S ACTIONS, AND BEAR THE BURDEN FOR
CORPORATE BEHAVIOUR THAT IS FOUND TO BE UNETHICAL
THROUGH COURT PROCEEDINGS OR A JUDICIAL INQUIRY; THE
SHAREHOLDERS OF THE BANK OF NOVA SCOTIA DO NOT WANT
THIS BANK TO MAKE THE SAME MISTAKE AS BANK OF
MONTREAL, WHICH RECRUITED ROBERT ASTLEY AS A DIRECTOR,
DESPITE A SERIOUS SCANDAL THAT OCCURRED AT CLARICA
LIFE INSURANCE COMPANY UNDER MR. ASTLEY'S LEADERSHIP
AS ITS CHIEF EXECUTIVE OFFICER
------------------------------------------------------------------------------------
ISSUER: BANK TOKYO-MITSUBISHI LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES ABSTAIN N/A
PROPOSAL #2: APPROVE REDUCTION OF STATED CAPITAL ISSUER YES ABSTAIN N/A
RESERVES
PROPOSAL #3: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES ABSTAIN N/A
LIABILITY SYSTEM FOR DIRECTORS ANDAUDITORS, ALLOW
COMPANY TO REPURCHASE ITS OWN SHARES, ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPOINT INDEPENDENT AUDITORS , APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE, REDUCE
AUTHORIZED CAPITAL
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.9: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.10: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.11: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.12: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.13: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.14: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.15: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES ABSTAIN N/A
FOR DIRECTORS
------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE DIRECTORS AND ISSUER YES FOR N/A
AUDITORS AND THE AUDITED ACCOUNTS OF THE COMPANY FOR
THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION FOR THE YE 31 DEC 2005
PROPOSAL #3.: RE-ELECT MR. FULVIO CONTI AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: RE-ELECT DR. DANIE CRONJE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. ROBERT E. DIAMOND JR AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. ROBERT STEEL AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. JOHN SUNDERLAND AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-ELECT PROFESSOR DAME SANDRA DAWSON AS ISSUER YES FOR N/A
A DIRECTOR OF THE COMPANY
PROPOSAL #9.: RE-ELECT SIR RICHARD BROADBENT AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #10.: RE-ELECT MR. GARY HOFFMAN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #11.: RE-ELECT MR. NAGUIB KHERAJ AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #12.: RE-ELECT SIR NIGEL RUDD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #13.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR N/A
CHARTERED ACCOUNTANTS AND REGISTERED AUDITORS, AS THE
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #14.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #15.: AUTHORIZE THE COMPANY TO MAKE EU ISSUER YES FOR N/A
POLITICAL DONATIONS NOT EXCEEDING GBP 25,000 IN TOTAL
AND INCUR EU POLITICAL EXPENDITURES NOT EXCEEDING GBP
25,000 IN TOTAL
PROPOSAL #16.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR N/A
BARCLAYS BANK PLC TO MAKE EU POLITICAL DONATIONS
PROPOSAL #17.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR N/A
THE DIRECTORS TO ALLOT SECURITIES
PROPOSAL #S.18: APPROVE TO RENEW THE AUTHORITY GIVEN ISSUER YES FOR N/A
TO THE DIRECTORS TO ALLOT SECURITIES FOR CASH OTHER
THAN ON PRO-RATA BASIS TO SHAREHOLDERS AND TO SELL
TREASURY SHARES
PROPOSAL #S.19: APPROVE TO RENEW THE COMPANYS ISSUER YES FOR N/A
AUTHORITY TO PURCHASE ITS OWN SHARES
------------------------------------------------------------------------------------
ISSUER: BASF AG, LUDWIGSHAFEN/RHEIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS OF BASF ISSUER NO N/A N/A
AKTIENGESELLSCHAFT AND THE BASF GROUP CONSOLIDATED
FINANCIAL STATEMENT FOR 2005, MANAGEMENT'S ANALYSIS OF
BASF AKTIENGESELLSCHARFT AND BASF GROUP FOR 2005 AND
THE REPORT OF THE SUPERVISORY BOARD
PROPOSAL #2.: APPROVE TO PAY A DIVIDEND OF EUR 2.00 ISSUER NO N/A N/A
PER QUALIFYING SHARE FROM THE PROFIT RETAINED BY BASF
AKTIENGESELLSCHAFT IN 2005 IN THE AMOUNT OF EUR
1,288,410,497.55; IF THE SHAREHOLDERS APPROVE THIS
PROPOSAL, A TOTAL DIVIDEND OF EUR 1,018,020,000.00
WILL BE PAYABLE ON THE 509,010,000 QUALIFYING SHARES
AS OF THE DATE OF AND THE FINANCIAL STATEMENTS FOR
2005 FEBRUARY 20,2006 ; AND THE REMAINING PROFIT
RETAINED OF EUR 270,390,497.55 BE CARRIED FORWARD AND
THE PROFIT CARRIED FORWARD BE INCREASED ACCORDINGLY IF
THE NUMBER OF SHARES QUALIFYING FOR DIVIDEND AND THE
TOTAL DIVIDEND PAID OUT ARE FURTHER REDUCED IN THE
EVENT THAT FURTHER SHARES ARE BOUGHT BACK UP TO THE
DATE OF THE ANNUAL MEETING
PROPOSAL #3.: APPROVE THE ACTION OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD IN 2005
PROPOSAL #4.: APPROVE THE ACTION OF THE BOARD OF THE ISSUER NO N/A N/A
EXECUTIVE DIRECTORS
PROPOSAL #5.: APPOINT KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLCHAFT, FRANKFURT AS THE
AUDITOR OF THE BASF AKTIENGESELLSCHAFT AND BASF GROUP
FOR FY 2006
PROPOSAL #6.: AUTHORIZE THE COMPANY TO PURCHASE SHARES ISSUER NO N/A N/A
OF THE COMPANY IN AN AMOUNT OF UP TO 10 % OF THE
COMPANY'S SHARE CAPITAL; THE SHARES WILL BE PURCHASED
AT THE DISCRETION OF THE BOARD OF EXECUTIVE DIRECTORS,
VIA THE STOCK EXCHANGE OR A PUBLIC PURCHASE OFFER
ADDRESSED TO ALL SHAREHOLDERS; THE PURCHASE PRICE PER
SHARE TO BE PAID BY THE COMPANY MAY NOT, SUBJECT TO
RESOLUTION 5, EXCEED THE HIGHEST MARKET PRICE PLUS
COSTS AND CHARGES QUOTED ON THE FLOOR OR
ELECTRONICALLY ON THE FRANKFURT STOCK EXCHANGE ON THE
DATE OF PURCHASE; IT MUST NOT BE LESS THAN 75 % OF
THIS HIGHEST PRICE; IN THE EVENT OF A PUBLIC OFFER TO
BUY BACK SHARES, THE PURCHASE PRICE OFFERED AND PAID
FOR EACH SHARE MAY EXCEED THE HIGHEST MARKET PRICE BY
UP TO 10% ON THE 3RD TRADING DAY PRIOR TO THE
PUBLICATION OF THE SHARE BUYBACK OFFER; SUBJECT TO
SENTENCES 8 AND 9, THE BOARD OF EXECUTIVE DIRECTORS
MAY ONLY SELL SHARES PURCHASED ON THE BASIS OF THIS
AUTHORIZATION AFTER A CORRESPONDING ADDITIONAL
RESOLUTION HAS BEEN ADOPTED AT THE ANNUAL MEETING BY A
MAJORITY COMPRISING AT LEAST THREE-QUARTERS OF THE
SHARE CAPITAL REPRESENTED AT THE MEETING; IRRESPECTIVE
OF THIS, AUTHORIZE THE BOARD OF EXECUTIVE DIRECTORS
TO REDEEM THE SHARES PURCHASED ON THE BASIS OF THIS
AUTHORIZATION WITHOUT THE ADOPTION OF A FURTHER
RESOLUTION BY THE ANNUAL MEETING AND TO REDUCE THE
SHARE CAPITAL BY THE PART OF THE SHARE CAPITAL
ACCOUNTED FOR BY THE REDEEMED SHARES; AUTHORIZE THE
BOARD OF EXECUTIVE DIRECTORS TO USE, WITH THE APPROVAL
OF THE SUPERVISORY BOARD, SHARES ACQUIRED BY VIRTUE
OF THIS AUTHORIZATION FOR THE ACQUISITION OF
COMPANIES, PARTS OF COMPANIES OR HOLDINGS IN COMPANIES
IN RETURN FOR THE TRANSFER OF SHARES; THE
SUBSCRIPTION RIGHT OF SHAREHOLDERS IS EXCLUDED IN
RESPECT OF THESE COMPANY SHARES IF THE SHARES ARE SOLD
OR TRANSFERRED UNDER THE AUTHORIZATIONS SPECIFIED IN
THE PRECEDING SENTENCE 8; THE AUTHORIZATIONS TO BUY
BACK SHARES AND/OR TO REDEEM OR RESELL THEM MAY BE
EXERCISED WHOLLY OR PARTIALLY ONE OR MORE TIMES; THE
AUTHORIZATIONS TO BUY BACK COMPANY SHARES AND TO
RESELL THEM MAY ALSO BE CARRIED OUT, AT THE DISCRETION
OF THE BOARD OF EXECUTIVE DIRECTORS, BY COMPANIES OF
THE BASF GROUP OR BY THIRD PARTIES FOR THE ACCOUNT OF
THE COMPANY OR GROUP COMPANIES; THE AUTHORIZATION TO
BUY BACK SHARES WILL EXPIRE ON 03 NOV 2007; THE
AUTHORIZATION TO BUY BACK COMPANY SHARES GRANTED BY
THE ANNUAL MEETING ON 28 APR 2005, TERMINATES WITH THE
COMING INTO EFFECT OF THIS NEW AUTHORIZATION AS FAR
AS THE BOARD OF EXECUTIVE DIRECTORS IS AUTHORIZED TO
PURCHASE SHARES; THE AUTHORIZATIONS, GRANTED AT THE
SAME TIME, TO REDEEM SHARES PURCHASED THEREUNDER AND
TO USE THE SHARES FOR ACQUIRING COMPANIES, PARTS OF
COMPANIES OR HOLDINGS IN COMPANIES REMAIN VALID
PROPOSAL #7.: ADOPT THE USE OF DERIVATIVE FINANCIAL ISSUER NO N/A N/A
INSTRUMENTS FOR THE BUYBACK OF SHARES IN ADDITION TO
THE AUTHORIZATION TO BUY BACK SHARES PROPOSED UNDER
RESOLUTION 6 OF THE AGENDA ABOVE: THE BUYBACK OF
SHARES ON THE BASIS OF THE AUTHORIZATION DECIDED BY
THE ANNUAL MEETING ON 04 MAY 2006, UNDER RESOLUTION 6
OF THE AGENDA MAY ALSO BE EFFECTED BY USING PUT AND
CALL OPTIONS APART FROM THE ACQUISITION ON THE STOCK
EXCHANGE OR BY A PUBLIC ACQUISITION OFFER; THE
ACQUISITION PRICE PAID BY THE COMPANY FOR OPTIONS MUST
NOT BE MORE THAN, AND THE SELLING PRICE FOR OPTIONS
RECEIVED BY THE COMPANY MUST NOT BE LESS THAN, THE
THEORETICAL MARKET VALUE OF THE OPTIONS IN QUESTION
DETERMINED BY RECOGNIZED TIME-ADJUSTED METHODS, IN THE
DETERMINATION OF WHICH, FOR EXAMPLE, THE AGREED
STRIKE PRICE MUST BE TAKEN INTO ACCOUNT; WHEN SHARES
ARE ACQUIRED USING PUT AND CALL OPTIONS, THE
ACQUISITION PRICE TO BE PAID BY THE COMPANY
CORRESPONDS TO THE STRIKE PRICE AGREED IN THE
FINANCIAL INSTRUMENT; IF, FOR THE BUYBACK OF SHARES,
OPTIONS WERE USED TAKING INTO ACCOUNT THE PRECEDING
SENTENCES 1 TO 3, SHAREHOLDERS HAVE NO CLAIM, IN
ANALOGY TO SECTION 186(3), SENTENCE 4, OF THE GERMAN
STOCK CORPORATION ACT, TO CONCLUDING SUCH OPTION
TRANSACTIONS WITH THE COMPANY
PROPOSAL #8.: AMEND ARTICLES 12 AND 16 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ANNUAL FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FYE 31 DEC 2005 AND THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FYE 31 DEC
2005, BOTH APPROVED BY THE SUPERVISORY BOARD, THE
REPORT OF THE SUPERVISORY BOARD AND THE COMBINED
COMPANY AND GROUP MANAGEMENT REPORT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DIS-TRIBUTABLE PROFIT OF EUR 423,575,410.74 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.64 PER
ORDINARY AND EUR 0.66 PER PREFERRED SHARE EX-DIVIDEND
AND PAYABLE DATE: 17 MAY 2006
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: RATIFY KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AKTIENGESELLSCHAFT AS THE AUDITORS FOR
FISCAL 2006
PROPOSAL #6.: ELECT MR. HEINZ-JOACHIM NEUBUERGER TO ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #7.: RESOLUTION FOR A NEW AUTHORIZATION TO ISSUER NO N/A N/A
ACQUIRE TREASURY SHARES AND TO WITHDRAW THEM FROM
CIRCULATION
------------------------------------------------------------------------------------
ISSUER: BCE INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/7/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. A. BERARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. R.A. BRENNEMAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. R.J. CURRIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. A.S. FELL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. D. SOBLE KAUFMAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. B.M. LEVITT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. E.C. LUMLEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. J. MAXWELL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. J.H. MCARTHUR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. T.C. O NEILL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. J.A. PATTISON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: ELECT MR. R.C. POZEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. M.J. SABIA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. P.M. TELLIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: ELECT MR. V.L. YOUNG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITOR
PROPOSAL #S.3: APPROVE THE BCE PLAN OF ARRANGEMENT ISSUER YES FOR N/A
UNDER WHICH BCE INC. WOULD DISTRIBUTE UNITS IN BELL
ALIANT REGIONAL COMMUNICATIONS INCOME FUND TO ITS
HOLDERS OF COMMON SHARES AS A RETURN OF CAPITAL AND
EFFECT A REDUCTION OF APPROXIMATELY 75 MILLION COMMON
SHARES
PROPOSAL #4.: APPROVE TO CONVERT THE WHOLE OF BCE INC. ISSUER YES FOR N/A
INTO AN INCOME TRUST FUND WHICH WOULD DISTRIBUTE TO
UNITHOLDERS AT LEAST 90% OF ITS ANNUAL FREE CASH FLOW
------------------------------------------------------------------------------------
ISSUER: BEIERSDORF AG, HAMBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENTS OF BEIERSDORF AKTIENGESELTSCHAFT
AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS
TOGETHER WITH THE JOINT MANAGEMENT REPORT OF
BEIERSDORF AKTIENGESELLSCHAFT AND THE GROUP FOR FY
2005 AND THE REPORT OF THE SUPERVISORY BOARD
PROPOSAL #2.: RESOLUTION ON THE UTILIZATION OF NET ISSUER NO N/A N/A
RETAINED PROFIT; THE UTILIZATION OF THE NET RETAINED
PROFITS HAVE BEEN REFLECTED IN THE AMOUNTS SPECIFIED
FOR THE TOTAL DIVIDEND AND FOR THE TRANSFER TO OTHER
RETAINED EARNINGS, THE OWN SHARES HELD BY THE COMPANY
DO NOT CARRY DIVIDEND RIGHTS IN ACCORDANCE WITH
SECTION 71B AKTIENGESETZ GERMAN STOCK CORPORATION ACT
PROPOSAL #3.: RESOLUTION ON THE APPROVAL OF THE ISSUER NO N/A N/A
ACTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD FOR THE
FY 2005
PROPOSAL #4.: RESOLUTION ON THE APPROVAL OF THE ISSUER NO N/A N/A
ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD FOR
THE FY 2005
PROPOSAL #5.: ELECTION OF ERNST & YOUNG AG ISSUER NO N/A N/A
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, STUTTGART, AS THE
AUDITORS FOR FY 2006
PROPOSAL #6.: RESOLUTION ON THE AUTHORIZATION TO ISSUER NO N/A N/A
PURCHASE AND UTILIZE OWN SHARES
PROPOSAL #7.: RESOLUTION ON THE MODIFICATION OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION IN LINE WITH THE GESETZ ZUR
UNTERNEHMENSINTEGRITAT UND MODERNISIERUNG DES
ANFECHTUNGSRECHTS (GERMAN CORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT OF AVOIDANCE ACT):
AMENDMENT OF SECTION 17 (2), 18, AND 19 (2) OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #8.: AMEND SECTION 3 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION OF THE COMPANY
PROPOSAL #9.: RESOLUTION ON THE INCREASE OF THE SHARE ISSUER NO N/A N/A
CAPITAL FROM RETAINED EARNINGS WITHOUT THE ISSUE OF
NEW SHARES AND THE CORRESPONDING AMENDMENT OF SECTION
5 (1) OF THE ARTICLES OF ASSOCIATION AND ON THE
SUBSEQUENT RECLASSIFICATION OF THE SHARE CAPITAL
(SHARE SPLIT) AND THE CORRESPONDING AMENDMENT OF
SECTION 5 (1) OF THE ARTICLES OF ASSOCIATION AND ON
THE MODIFICATION OF THE REMUNERATION OF THE
SUPERVISORY BOARD BY WAY OF AN AMENDMENT OF SECTION 15
(1) OF THE ARTICLES OF ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: BELLSOUTH CORPORATION
TICKER: BLS CUSIP: 079860102
MEETING DATE: 4/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F.D. ACKERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.V. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. BLANCHARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.M. CODINA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.L. FEIDLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K.F. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.P. KELLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.F. MULLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.B. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.S. STAVROPOULOS ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: SHAREHOLDER PROPOSAL RE: DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS
------------------------------------------------------------------------------------
ISSUER: BERKSHIRE HATHAWAY INC.
TICKER: BRKA CUSIP: 084670207
MEETING DATE: 5/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WARREN E. BUFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES T. MUNGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD G. BUFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MALCOLM G. CHACE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GATES III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID S. GOTTESMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLOTTE GUYMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD R. KEOUGH 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: WALTER SCOTT, JR. ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: BHP BILLITON PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/20/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP ISSUER YES FOR N/A
BILLITON PLC FOR THE YE 30 JUN 2005, TOGETHER WITH
THE DIRECTORS REPORT, THE AUDITORS REPORT AND THE
REMUNERATION REPORT AS SET OUT IN THE ANNUAL REPORT
PROPOSAL #2.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP ISSUER YES FOR N/A
BILLITON LIMITED FOR THE YE 30 JUN 2005, TOGETHER
WITH THE DIRECTORS REPORT, THE AUDITORS REPORT AND
REMUNERATION REPORT AS SET OUT IN THE ANNUAL REPORT
PROPOSAL #3.: ELECT MR. CARLOS A.S. CORDEIRO AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON PLC
PROPOSAL #4.: ELECT MR. CARLOS A.S. CORDEIRO AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON LIMITED
PROPOSAL #5.: ELECT HON. E. GAIL DE PLANQUE AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON PLC
PROPOSAL #6.: ELECT HON. E. GAIL DE PLANQUE AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON LIMITED
PROPOSAL #7.: RE-ELECT MR. DAVID A. CRAWFORD AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON PLC
PROPOSAL #8.: RE-ELECT MR. DAVID A. CRAWFORD AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON LIMITED
PROPOSAL #9.: RE-ELECT DR. DAVID A.L. JENKINS AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON PLC, WHO RETIRES BY ROTATION
PROPOSAL #10.: RE-ELECT DR. DAVID A.L. JENKINS AS A ISSUER YES FOR N/A
DIRECTOR OF BHP BILLITON LIMITED, WHO RETIRES BY
ROTATION
PROPOSAL #11.: RE-ELECT MR. MIKE SALOMON AS A DIRECTOR ISSUER YES FOR N/A
OF BHP BILLITON PLC, WHO RETIRES BY ROTATION
PROPOSAL #12.: RE-ELECT MR. MIKE SALOMON AS A DIRECTOR ISSUER YES FOR N/A
OF BHP BILLITON LIMITED, WHO RETIRES BY ROTATION
PROPOSAL #13.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS OF BHP BILLITON PLC AND AUTHORIZE THE
DIRECTORS TO AGREE THEIR REMUNERATION
PROPOSAL #14.: APPROVE THAT THE AUTHORITY AND POWER TO ISSUER YES FOR N/A
ALLOT RELEVANT SECURITIES CONFERRED ON THE DIRECTORS
BY ARTICLE 9 OF BHP BILLITON PLC'S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE
EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF BHP
BILLINTON PLC AND THE AGM OF BHP BILLITON LIMITED IN
2006, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT UNDER
THE UNITED KINGDOM COMPANIES ACT 1985 SHALL BE USD
265,926,499.00
PROPOSAL #S.15: APPROVE THAT THE AUTHORITY AND POWER ISSUER YES FOR N/A
TO ALLOT EQUITY SECURITIES FOR CASH CONFERRED ON THE
DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC'S ARTICLES
OF ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE
EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF
BHP BILLITON PLC AND THE AGM OF BHP BILLITON LIMITED
IN 2006, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT
UNDER THE UNITED KINGDOM COMPANIES ACT 1985 SHALL BE
USD 61,703,675.00
PROPOSAL #S.16: AUTHORIZE BHP BILLITON PLC, IN ISSUER YES FOR N/A
ACCORDANCE WITH ARTICLE 6 OF ITS ARTICLES OF
ASSOCIATION AND SECTION 166 OF THE UNITED KINGDOM
COMPANIES ACT 1985, TO MAKE MARKET PURCHASES AS
DEFINED IN SECTION 163 OF THAT ACT OF ORDINARY SHARES
OF USD 0.50 NOMINAL VALUE EACH IN THE CAPITAL OF BHP
BILLITON PLC SHARES PROVIDED THAT: A) THE MAXIMUM
AGGREGATE NUMBER OF SHARES HEREBY AUTHORIZED TO BE
PURCHASED SHALL BE 246,814,700, BEING 10% OF ISSUED
CAPITAL; B) THE MINIMUM PRICE WHICH MAY BE PAID FOR
EACH SHARE IS USD 0.50, BEING THE NOMINAL VALUE OF THE
SHARES; C) THE MAXIMUM PRICE WHICH MAY BE PAID FOR
ANY SHARE IS NOT MORE THAN 5% ABOVE THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS FOR A SHARE TAKEN FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE 5
BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE OF
PURCHASE OF THE SHARES; AUTHORITY EXPIRES ON THE
EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF BHP
BILLITON LIMITED IN 2006 ; PROVIDED THAT BHP BILLITON
PLC MAY ENTER INTO A CONTRACT FOR THE PURCHASE OF
SHARES BEFORE THE EXPIRY OF THIS AUTHORITY WHICH WOULD
OR MIGHT BE COMPLETED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
PROPOSAL #17.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YE 30 JUN 2005
PROPOSAL #18.: APPROVE, FOR THE PURPOSE OF ASX LISTING ISSUER YES FOR N/A
RULE 10.14, THE GRANT OF DEFERRED SHARES AND THE
OPTIONS UNDER THE AMENDED BHP BILLITON LIMITED GROUP
INCENTIVE SCHEME AND THE GRANT OF PERFORMANCE SHARES
UNDER THE BHP BILLITON LIMITED LONG TERM INCENTIVE
PLAN TO THE EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE
OFFICER, MR. C.W. GOODYEAR, IN THE MANNER AS SPECIFIED
PROPOSAL #19.: APPROVE, FOR THE PURPOSES OF ASX ISSUER YES FOR N/A
LISTING RULE 10.14, THE GRANT OF DEFERRED SHARES AND
OPTIONS UNDER THE AMENDED BHP BILLITON PLC GROUP
INCENTIVE SCHEME AND THE GRANT OF PERFORMANCE SHARES
UNDER THE BHP BILLITON PLC LONG TERM INCENTIVE PLAN TO
THE EXECUTIVE DIRECTOR AND THE GROUP PRESIDENT NON-
FERROUS MATERIALS, MR. M. SALAMON, IN THE MANNER AS
SPECIFIED
PROPOSAL #S.20: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
BHP BILLITON PLC AS SPECIFIED
PROPOSAL #S.21: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
BHP BILLITON LIMITED AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: BIL INTL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/27/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
OF THE COMPANY TOGETHER WITH THE REPORT OF THE
AUDITORS THEREON FOR THE YE 30 JUN 2005
PROPOSAL #2.: APPROVE A FIRST AND FINAL DIVIDEND OF ISSUER YES FOR N/A
SGD 0.035 PER SHARE FOR THE YE 30 JUN 2005
PROPOSAL #3.1: RE-ELECT HON. PHILIP BURDON AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION PURSUANT TO BYE-LAW
104 OF THE COMPANY'S BYE-LAWS
PROPOSAL #3.2: RE-ELECT MR. ARUN AMARSI AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION PURSUANT TO BYE-LAW 104 OF
THE COMPANY'S BYE-LAWS
PROPOSAL #4.1: RE-ELECT MR. TANG KIN FEI AS A ISSUER YES FOR N/A
DIRECTOR, WHO HOLD OFFICE PURSUANT TO BYE-LAW 106(B)
OF THE COMPANY'S BYE-LAWS
PROPOSAL #4.2: RE-ELECT MR. KWEK LENG HAI AS A ISSUER YES FOR N/A
DIRECTOR, WHO HOLD OFFICE PURSUANT TO BYE-LAW106(B) OF
THE COMPANY'S BYE-LAWS
PROPOSAL #5.: APPROVE THE PAYMENT OF USD 196,900 AS ISSUER YES FOR N/A
THE DIRECTORS FEES FOR THE YE 30 JUN 2005 2004: USD
200,000
PROPOSAL #6.: APPOINT KPMG SINGAPORE AS THE AUDITORS ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES
WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR
TO MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
COLLECTIVELY, 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 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
SPECIFIED , 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 SPECIFIED
; 2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE
PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED SGXST , FOR THE PURPOSE OF
DETERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE
ISSUED AS SPECIFIED, THE PERCENTAGE OF ISSUED SHARE
CAPITAL SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF
THE COMPANY 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
SUB-DIVISION 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 UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY
THE SGX-ST AND THE BYE-LAWS FOR THE TIME BEING OF THE
COMPANY; AUTHORITY EXPIRES AT 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
------------------------------------------------------------------------------------
ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679207
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN F. ANTIOCO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. BOWMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACKIE M. CLEGG ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
------------------------------------------------------------------------------------
ISSUER: BLUE NILE, INC.
TICKER: NILE CUSIP: 09578R103
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARY ALICE TAYLOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE SAUNDERS ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: BLUESCOPE STEEL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT, ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS
AND THE AUDITOR FOR THE YE 30 JUN 2005
PROPOSAL #2.: ADOPT THE REMUNERATION REPORT WHICH IS ISSUER YES FOR N/A
CONTAINED IN THE DIRECTORS REPORT FOR THE YE 30 JUN
2005
PROPOSAL #3.A: RE-ELECT MR. GRAHAM KRAEHE AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE COMPANY'S CONSTITUTION
PROPOSAL #3.B: RE-ELECT MR. TAN YAM PIN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
COMPANY'S CONSTITUTION
PROPOSAL #3.C: ELECT MS. KAREN DYNON AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE, FOR THE PURPOSE OF RULE 11.9 OF ISSUER YES FOR N/A
THE COMPANY'S CONSTITUTION, TO INCREASE THE TOTAL
AMOUNT OR VALUE OF THE REMUNERATION PAYABLE TO THE
NON-EXECUTIVE DIRECTORS FROM A MAXIMUM AMOUNT OF AUD
1,750,000 PER ANNUM INCLUSIVE OF SUPERANNUATION
CONTRIBUTIONS TO A MAXIMUM AMOUNT OF AUD 2,250,000
PER ANNUM INCLUSIVE OF SUPERANNUATION CONTRIBUTIONS
PROPOSAL #5.: APPROVE, FOR ALL PURPOSES, INCLUDING FOR ISSUER YES FOR N/A
THE PURPOSE OF ASX LISTING RULE 10.14, TO GRANT SHARE
RIGHTS TO THE MANAGING DIRECTOR AND THE CHIEF
EXECUTIVE OFFICER, MR. KIRBY ADAMS UNDER THE LONG TERM
INCENTIVE PLAN AS SPECIFIED
PROPOSAL #6.: AMEND THE CONSTITUTION OF BLUESCOPE ISSUER YES FOR N/A
STEEL LIMITED WITH IMMEDIATE EFFECT AS SPECIFIED
PROPOSAL #S.7: APPROVE THAT THE PROPORTIONAL TAKEOVER ISSUER YES FOR N/A
PROVISIONS IN THE FORM OF RULES 6.12 TO 6.16
INCLUSIVE OF THE PROPOSED MODIFIED CONSTITUTION ARE
REINSERTED INTO THE CONSTITUTION FOR THE PERIOD OF 3
YEARS COMMENCING IMMEDIATELY
------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: 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 FYE 31 DEC
2005
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE 31 DEC 2005, SHOWING NET INCOME OF
EUR 3,423,168,749.54
PROPOSAL #3.: RECEIVE THE RESULT FOR THE FY BE ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: NET EARNINGS FOR THE FY: EUR
3,423,168,749.54, RETAINED EARNINGS: EUR
8,690,141,972.17, TOTAL: EUR 12,113,310,721.71, TO THE
SPECIAL INVESTMENT RESERVE: EUR 54,646,169.00,
DIVIDEND: EUR 2,183,005,487.00 RETAINED EARNINGS: EUR
9,875,659,065.71 TOTAL: EUR 12,113,310,721.71, THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.60
PER SHARE OF A PAR VALUE OF EUR 2.00, AND WILL ENTITLE
TO THE ALLOWANCE PROVIDED BY THE FRENCH GENERAL TAX
CODE; AUTHORIZE THE BOARD OF DIRECTORS TO REGISTER THE
FRACTION OF THE DIVIDEND ON SHARES HELD BY BNP
PARIBAS IN THE RETAINED EARNINGS ACCOUNT; THIS
DIVIDEND WILL BE PAID BY CASH AS FROM 31 MAY 2006 AS
PROPOSAL #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 #5.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 84,033,110
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 8,403,311,000.00; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; AUTHORITY EXPIRES FOR A PERIOD
OF 18 MONTHS
PROPOSAL #6.: APPOINT MRS. LAURENCE PARISOT AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #7.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
CLAUDE BEBEAR AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #8.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN-LOUIS BEFFA AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ALAIN JOLY AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
DENIS KESSLER AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #11.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
MICHEL PEBEREAU AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #12.: APPOINT DELOITTEET ASSOCIES AS THE ISSUER NO N/A N/A
STATUTORY AUDITOR, TO REPLACE BARBIER FRINAULT ET
AUTRES, SOCIETEBEAS AS A DEPUTY AUDITOR TO REPLACE
RICHARD OLIVIER, FOR A 6 YEAR PERIOD
PROPOSAL #13.: APPROVE TO RENEW THE APPOINTMENT THE ISSUER NO N/A N/A
STATUTORY AUDITOR OF MAZARSET GUERARD, AND MICHEL
BARBET MASSIN AS A DEPUTY AUDITOR FOR A 6 YEAR PERIOD
PROPOSAL #14.: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITOR
AND PIERRECOLL AS THE DEPUTY AUDITOR FOR A 6 YEAR
PERIOD
PROPOSAL #15.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRYOUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
PROPOSAL #16.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY ISSUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE CAPITAL; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED
SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY
EXPIRES FOR A PERIOD OF 26 MONTHS ; THIS DELEGATION OF
POWERS CANCELS AND REPLACES THE UNUSED PORTION OF ANY
EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #17.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
320,000,000.00, BY ISSUANCE, WITHOUT PREFERRED
SUBSCRIPTION RIGHTS, OF ORDINARY SHARES AND SECURITIES
GIVING ACCESS TO THE CAPITAL; THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 7,000,000,000.00; AUTHORITY EXPIRES
FOR A PERIOD OF 26 MONTHS ; THIS DELEGATION OF POWERS
CANCELS AND REPLACES THE UNUSED PORTION OF ANY EARLIER
DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #18.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL IN 1 OR MORE OCCASIONS, UP
TO 10% OF THE SHARE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND, GRANTED TO THE COMPANY, OF
UNQUOTED CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL; THE MAXIMUM AMOUNT OF CAPITAL
INCREASE TO BE CARRIED OUT UNDER THIS DELEGATION OF
AUTHORITY SHALL COUNT AGAINST THE NOMINAL CEILING OF
EUR 320,000,000.00 CONCERNING THE CAPITAL INCREASES
WITHOUT PREFERRED SUBSCRIPTION RIGHTS AUTHORIZED BY
RESOLUTION NUMBER. 17; AUTHORITY EXPIRES FOR A PERIOD
OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #19.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS, TO
A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00, BY
WAY OF CAPITALIZING ALL OR PART OF THERE SERVES,
PROFITS OR ADD PAID IN CAPITAL, BY ISSUING BONUS
SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR
BY A COMBINATION OF THESE METHODS; THIS DELEGATION OF
POWERS CANCELS AND REPLACES THE UNUSED PORTION OF ANY
EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORITY
EXPIRES FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #20.: APPROVE THE MAXIMUM NOMINAL AMOUNT ISSUER NO N/A N/A
PERTAINING TO THE CAPITAL INCREASES TO BE CARRIED OUT
WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS NUMBER 16, 17 AND 19 SHALL NOT EXCEED EUR
1,000,000,000.00, THE DEBT SECURITIES WHICH MAY BE
ISSUED WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS NUMBER 16 AND 17 SHALL NOT EXCEED EUR
10,000,000,000.00
PROPOSAL #21.: AMEND THE RESOLUTION NUMBER. 14 ISSUER NO N/A N/A
AUTHORIZATION TO GRANT STOCK OPTIONS TO CORPORATE
OFFICERS AND CERTAIN EMPLOYEES ADOPTED BY THE
COMBINED SHAREHOLDERS MEETING OF 18 MAY 2005,
AUTHORITY EXPIRES FOR A PERIOD OF 38 MONTHS ; THE
NUMBER OF SHARES THAT MAY BE SUBSCRIBED OR PURCHASED
THROUGH THE EXERCISE OF OUTSTANDING OPTION MAY NOT
EXCEED 3% OF THE BANKS ISSUED CAPITAL AS OF THE DATE
OF THIS MEETING; THE TOTAL NUMBER OF BONUS GRANTED BY
VIRTUE OF THERE RESOLUTION NUMBER. 15 OF THE COMBINED
SHAREHOLDERS MEETING OF 18 MAY 2005 SHALL COUNT
AGAINST THIS CEILING
PROPOSAL #22.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND
AT ITS DISCRETION, BY WAY OF ISSUING SHARES IN FAVOUR
OF THE MEMBERS OF THE BANKS COMPANY SAVINGS PLAN;
AUTHORITY EXPIRES FOR A PERIOD OF 26 MONTHS ; FOR A
MAXIMUM NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
36,000,000.00; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS AUTHORIZATION CANCELS AND
REPLACES THE UNUSED PORTION OF ANY EARLIER
AUTHORIZATIONS TO THE SAME EFFECT
PROPOSAL #23.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, BY
CANCELLING ALL OR PART OF THE BNP PARIBAS SHARES THAT
THE BANK CURRENTLY HOLDS OR THAT IT MAY ACQUIRE IN
ACCORDANCE WITH THE CONDITIONS LAID DOWN BY THE
ORDINARY SHAREHOLDERS MEETING, UP TO A MAXIMUM OF 10%
OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD;
AUTHORITY EXPIRES FOR A PERIOD OF 18 MONTHS ; IT
SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 18 MAY 2005 IN ITS RESOLUTION
NUMBER. 16; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #24.: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE REPORTS OF THE MERGER AND THE MERGER
AGREEMENT SIGNED ON 27 MAR 2006, THE SHAREHOLDERS
MEETING APPROVES: ALL THE PROVISIONS OF THIS MERGER
AGREEMENT, PURSUANT TO WHICH SOCIETE CENTRALE D
INVESTISSEMENTS CONTRIBUTES TO BNP PARIBAS, SUBJECT TO
THE FULFILMENT OF THE CONDITIONS PRECEDENT PROVIDED
FOR IN SAID AGREEMENT, ALL OF ITS ASSETS; WITH THE
CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES, THE
VALUATION OF THE CONTRIBUTION: THE ASSETS ARE VALUED
AT EUR 5,453,471.955.00 AND THE LIABILITIES AT EUR
157,865,721.00, I.E. A TOTAL AMOUNT OF EUR
5.295,606,234.00, THE CONSIDERATION FOR THE
CONTRIBUTIONS ACCORDING TO AN EXCHANGE RATIO OF 3 BNP
PARIBAS SHARES AGAINST 1 SOCIETE CENTRALED
INVESTISSEMENTS SHARE; CONSEQUENTLY, SUBJECT TO THE
FULFILMENT OF THE CONDITIONS PRECEDENT PROVIDED FOR IN
AGREEMENT, THE SHAREHOLDERS MEETING DECIDES TO
INCREASE THE SHARE CAPITAL BY EUR 1,890.00 BY THE
CREATION OF 945 NEW FULLY PAID-UP SHARES OF A PAR
VALUE OF EUR 2.00 EACH, CARRYING RIGHTS TO THE 2005
DIVIDEND AND TO BE DISTRIBUTED AMONG THE SHAREHOLDERS
OF THE ACQUIRED COMPANY, ACCORDING TO AN EXCHANGE
RATIO OF 3 BNP PARIBAS SHARES AGAINST 1 SOCIETE
CENTRALE D INVESTLSSEMENTS SHARE; THE DIFFERENCE
BETWEEN THE AMOUNT OF THE NET ASSETS CONTRIBUTED AND
THE AMOUNT OF THE SHARE CAPITAL INCREASE; ESTIMATED AT
EUR 48,139.00, FORM THE MERGER PREMIUM A MERGER
SURPLUS OF EUR 807,534.174.00 RESULTS FROM THIS AN
AMOUNT EUR 190.00 WILL BE DRAWN UPON THE MERGER
PREMIUM AND ALLOCATED TO THE LEGAL RESERVE AND THE
BALANCE. I.E. EUR 47,949.00,WILL BE ALLOCATED TO THE
BANK BALANCE SHEET LIABILITIES IN THE MERGER PREMIUMS
ACCOUNT TO WHICH THE COMPANY'S EXISTING AND NEW
SHAREHOLDERS WILL HOLD RIGHTS ALLOCATION OF THE MERGER
SURPLUS; EUR 167,482,877.00 TO THE RESULT EUR
640,051,297,00 TO THE MERGER PREMIUMS ACCOUNT THE
SHAREHOLDERS MEETING; AUTHORIZE THE BOARD OF
DIRECTORS, TO CHARGE THE MERGER OPERATION COSTS
AGAINST THE MERGER PREMIUMS ACCOUNT; CONSEQUENTLY TO
WHAT WAS MENTIONED, THE SHAREHOLDERS MEETING RECORDS
THAT, SUBJECT TO THE FULFILMENT OF THE CONDITIONS
PRECEDENT PROVIDED FOR IN THE MERGER AGREEMENT, THAT
SOCIETE CENTRALE D INVESTISSEMENTS SHALL BE
AUTOMATICALLY DISSOLVED WITH OUT ANY LIQUIDATION;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #25.: APPROVE TO SIMPLIFY THE TERMS AND ISSUER NO N/A N/A
CONDITIONS OF ELECTIONS AND CONSEQUENTLY, DECIDES TO
AMEND THE SECOND PARAGRAPH OF ARTICLE NUMBER 7 OF THE
BYLAWS: DIRECTORS ELECTED BY BNP PARIBAS EMPLOYEES
PROPOSAL #26.: GRANTS FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: 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 FYE 31 DEC
2005
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE 31 DEC 2005 SHOWING NET INCOME OF EUR
3,423,168,749.54
PROPOSAL #3.: APPROVE THE RESULT FOR THE FY ISSUER NO N/A N/A
APPROPRIATED AS FOLLOWS: NET EARNINGS FOR THE FY: EUR
3,423,168,749.54 RETAINED EARNINGS: EUR
8,690,141,972.17 TOTAL: EUR 12,113,310,721.71 TO THE
SPECIAL INVESTMENT RESERVE: EUR 54,646,169.00
DIVIDEND: EUR 2,183,005,487.00 RETAINED EARNINGS: EUR
9,875,659,065.71 TOTAL: EUR 12,113,310,721.71, THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.60
PER SHARE OF A PAR VALUE OF EUR 2.00, AND WILL ENTITLE
TO THE ALLOWANCE PROVIDED BY THE FRENCH GENERAL TAX
CODE, THE BOARD OF DIRECTORS IS GIVEN FULL POWERS TO
REGISTER THE FRACTION OF THE DIVIDEND ON SHARES HELD
BY BNP PARIBAS IN THE RETAINED EARNINGS ACCOUNT, THIS
DIVIDEND WILL BE PAID BY CASH AS FROM 31 MAY 2006 AS
REQUIRED BY LAW; AUTHORIZE THE BOARD OF DIRECTORS TO
DRAW UPON THE RETAINED EARNINGS ACCOUNT THE SUMS
REQUIRED TO PAY FOR THE DIVIDEND CONCERNING SHARES
RESULTING FROM THE SUBSCRIPTION OPTIONS EXERCISE,
WHICH WOULD BE CARRIED OUT BEFORE THE DIVIDEND PAYMENT
PROPOSAL #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 #5.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER NO N/A N/A
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, IN
SUPERSESSION OF ALL EXISTING AUTHORITIES, SUBJECT TO
THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 PER CENT OF THE SHARE CAPITAL, I.E.
84,033,110 SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS: EUR 8,403,311,000.00 AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES AUTHORITY EXPIRES AT THE END OF 18-MONTHS
PROPOSAL #6.: APPOINT MRS. LAURENCE PARISOT AS ISSUER NO N/A N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #7.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
CLAUDE BEBEAR AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #8.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN-LOUIS BEFFA AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #9.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ALAIN JOLY AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
DENIS KESSLER AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #11.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
MICHEL PEBEREAU AS DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #12.: APPOINT DELOITTE ET ASSOCIES AS THE ISSUER NO N/A N/A
STATUTORY AUDITOR TO REPLACE BARBIER FRINAULT ET
AUTRES, SOCIETE BEAS AS THE DEPUTY AUDITOR TO REPLACE
RICHARD OLIVIER, FOR A 6-YEAR PERIOD
PROPOSAL #13.: APPROVE TO RENEW THE APPOINTMENT: AS ISSUER NO N/A N/A
STATUTORY AUDITOR OF MAZARS ET GUERARD, AS DEPUTY
AUDITOR OF MICHEL BARBET-MASSIN, FOR A 6-YEAR PERIOD
PROPOSAL #14.: APPROVE TO RENEW THE APPOINTMENT: AS ISSUER NO N/A N/A
STATUTORY AUDITOR OF PRICEWATERHOUSECOOPERS AUDIT, AS
DEPUTY AUDITOR OF PIERRE COLL, FOR A 6-YEAR PERIOD
PROPOSAL #15.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
PROPOSAL #16.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY ISSUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES AND
SECURITIES GIVING ACCESS TO THE CAPITAL THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED
SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY
EXPIRES AT THE END OF 26-MONTHS THIS DELEGATION OF
POWERS CANCELS AND REPLACES THE UNUSED PORTION OF ANY
EARLIER DELEGATIONS TO THE SAME EFFECT AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #17.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE CAPITAL, ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
320,000,000.00, BY ISSUANCE, WITHOUT PREFERRED
SUBSCRIPTION RIGHTS, OF ORDINARY SHARES AND SECURITIES
GIVING ACCESS TO THE CAPITAL THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 7,000,000,000.00 AUTHORITY EXPIRES AT
THE END OF 26-MONTHS THIS DELEGATION OF POWERS
CANCELS AND REPLACES THE UNUSED PORTION OF ANY EARLIER
DELEGATIONS TO THE SAME EFFECT AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #18.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS,
UP TO 10% OF THE SHARE CAPITAL, IN CONSIDERATION FOR
THE CONTRIBUTIONS IN KIND, GRANTED TO THE COMPANY, OF
UNQUOTED CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL; THE MAXIMUM AMOUNT OF CAPITAL
INCREASE TO BE CARRIED OUT UNDER THIS DELEGATION
SHALL COUNT AGAINST THE NOMINAL CEILING OF EUR
320,000,000.00 CONCERNING THE CAPITAL INCREASE WITHOUT
PREFERRED SUBSCRIPTION RIGHTS AUTHORIZED BY
RESOLUTION NO. 17; AUTHORITY IS GRANTED FOR A 26-
MONTH PERIOD ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #19.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS,
TO A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00,
BY WAY OF CAPITALIZING ALL OR PART OF THE RESERVES,
PROFITS OR ADDITIONAL PAID IN CAPITAL, BY ISSUING
BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING
SHARES, OR BY A COMBINATION OF THESE METHODS THIS
DELEGATION OF POWERS CANCELS AND REPLACES THE UNUSED
PORTION OF ANY EARLIER DELEGATIONS TO THE SAME EFFECT;
AUTHORITY EXPIRES AT THE END OF 28-MONTHS ; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #20.: APPROVE THAT THE MAXIMUM NOMINAL AMOUNT ISSUER NO N/A N/A
PERTAINING TO: THE CAPITAL INCREASES TO BE CARRIED
OUT WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS 16,17 AND 19 SHALL NOT EXCEED EUR
1,000,000,000.00, THE DEBT SECURITIES WHICH MAY BE
ISSUED WITH THE USE OF THE AUTHORIZATIONS GIVEN BY
RESOLUTIONS 16 AND 17 SHALL NOT EXCEED EUR
10,000,000,000.00
PROPOSAL #21.: AMEND THE RESOLUTION 14 AUTHORIZATION ISSUER NO N/A N/A
TO GRANT STOCK OPTIONS TO CORPORATE OFFICERS AND
CERTAIN EMPLOYEES ADOPTED BY THE MIX MEETING OF 18
MAY 2005 GIVEN FOR A 38-MONTH PERIOD AS FROM THIS
DATE, AS FOLLOWS: THE NUMBER OF SHARES THAT MAY BE
SUBSCRIBED OR PURCHASED THROUGH THE EXERCISE OF
OUTSTANDING OPTIONS MAY NOT EXCEED 3% OF THE BANKS
ISSUED CAPITAL AS OF THE DATE OF THIS MEETING, THE
TOTAL NUMBER OF BONUS SHARES GRANTED BY VIRTUE OF THE
RESOLUTION 1 OF THE MIX MEETING OF 18 MAY 2005 SHALL
COUNT AGAINST THIS CEILING
PROPOSAL #22.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS
AND AT ITS SOLE DISCRETION, BY WAY OF ISSUING SHARES
IN FAVOR OF THE MEMBERS OF THE BANK'S COMPANY SAVINGS
PLAN; AUTHORITY EXPIRES AT THE END OF 26-MONTHS AND
FOR A MAXIMUM NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
38,000,000.00 TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES THIS
AUTHORIZATION CANCELS AND REPLACES THE UNUSED PORTION
OF ANY EARLIER AUTHORIZATIONS TO THE SAME EFFECT
PROPOSAL #23.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL ON ONE OR MORE OCCASIONS, IN
SUPERSESSION OF ALL EXISTING AUTHORITIES, BY CANCELING
ALL OR PART OF THE BNP PARIBAS SHARES THAT THE BANK
CURRENTLY HOLDS OR THAT IT MAY ACQUIRE IN ACCORDANCE
WITH THE CONDITIONS LAID DOWN BY THE ORDINARY
SHAREHOLDERS MEETING, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24-MONTH PERIOD AUTHORITY
EXPIRES AT THE END OF 18-MONTHS AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #24.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE REPORTS OF THE MERGER AUDITORS AND THE
MERGER AGREEMENT SIGNED ON 27 MAR 2006 AND APPROVE:
ALL THE PROVISIONS OF THIS MERGER AGREEMENT, PURSUANT
TO WHICH SOCIETE CENTRALE DININVESTISSEMENTS
CONTRIBUTES TO BNP PARIBAS, SUBJECT TO THE FULFILLMENT
OF THE CONDITIONS PRECEDENT PROVIDED FOR IN SAID
AGREEMENT, ALL OF IFS ASSETS. WITH THE CORRESPONDING
TAKING-OVER OF ALL ITS LIABILITIES, THE VALUATION OF
THE CONTRIBUTION: THE ASSETS ARE VALUED AT EUR
5,453,471,955.00 AND TILE LIABILITIES AT EUR
157,865,721.00, I.E. A TOTAL AMOUNT OF EUR
5,295,606,234.00, THE CONSIDERATION FOR THE
CONTRIBUTIONS ACCORDING TO AN EXCHANGE RATIO OF 3 BNP
PARIBAS SHARES AGAINST 1 SOCIETE CENTRALE INVESTMENTS
SHARE CONSEQUENTLY, SUBJECT TO THE FULFILLMENT OF THE
CONDITIONS PRECEDENT PROVIDED FOR IN SAID AGREEMENT;
TO INCREASE THE SHARE CAPITAL BY EUR 1,890.00 BY THE
CREATION OF 945 NEW FULLY PAID-UP SHARES OF A PAR
VALUE OF EUR 2.00 EACH CARRYING RIGHTS TO THE 2008
DIVIDEND AND TO BE DISTRIBUTED AMONG THE SHAREHOLDERS
OF THE ACQUIRED COMPANY, ACCORDING TO AN EXCHANGE
RATIO OF 3 BNP PARIBAS SHARES AGAINST 1 SOCIETE
CENTRALE DINVESTISSEMENTS SHARE THE DIFFERENCE BETWEEN
THE AMOUNT OF THE NET ASSETS CONTRIBUTED AND THE
AMOUNT OF THE SHARE CAPITAL INCREASE, ESTIMATED AT EUR
48.139.00, FORM THE MERGER PREMIUM A MERGER SURPLUS
OF FUR 807,534,174.00 RESULTS FROM THIS AN AMOUNT EUR
190.00 WILL BE DRAWN UPON THE MERGER PREMIUM AND
ALLOCATED TO THE LEGAL RESERVE AND THE BALANCE, I.E.
EUR 47,949.00, WILL BE ALLOCATED TO THE BANK BALANCE
SHEET LIABILITIES IN THE MERGER PREMIUMS ACCOUNT TO
WHICH THE COMPANY'S EXISTING AND NEW SHAREHOLDERS WILL
HOLD RIGHTS ALLOCATION OF THE MERGER SURPLUS: EUR
167,482,877.0010 THE RESULT EUR 640,051.297.00 TO THE
MERGER PREMIUMS ACCOUNT AND AUTHORIZE THE BOARD OF
DIRECTORS TO CHARGE THE MERGER OPERATION COSTS AGAINST
THE MERGER PREMIUMS ACCOUNT CONSEQUENTLY TO WHAT WAS
MENTIONED, THE SHAREHOLDERS MEETING RECORDS THAT,
SUBJECT TO THE FULFILLMENT OF THE CONDITIONS PRECEDENT
PROVIDED FOR IN THE MERGER AGREEMENT, THAT SOCIETE
CENTRALE D INVESTISSEMENTS SHALL BE AUTOMATICALLY
DISSOLVED WITHOUT ANY LIQUIDATION AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #25.: APPROVE TO SIMPLIFY THE TERMS AND ISSUER NO N/A N/A
CONDITIONS OF ELECTIONS AND CONSEQUENTLY, TO AMEND THE
SECOND PARAGRAPH OF ARTICLE 7 OF THE BYLAWS DIRECTORS
ELECTED BY BNP PARIBAS EMPLOYEES
PROPOSAL #26.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS. PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: BOMBARDIER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. LAURENT BEAUDOIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. PIERRE BEAUDOIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. ANDRI BIRARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. J.R. ANDRI BOMBARDIER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.5: ELECT MR. JANINE BOMBARDIER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. L. DENIS DESAUTELS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. MICHAEL J. DURHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.8: ELECT MR. JEAN-LOUIS FONTAINE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.9: ELECT MR. DANIEL JOHNSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. JEAN C. MONTY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. ANDRI NAVARRI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: ELECT MR. JAMES E. PERRELLA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.13: ELECT MR. CARLOS E. REPRESAS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.14: ELECT MR. JEAN-PIERRE ROSSO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.15: ELECT MR. FEDERICO SADA G. AS A ISSUER YES AGAINST N/A
DIRECTOR
PROPOSAL #1.16: ELECT MR. HEINRICH WEISS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT ERNST & YOUNG LLP, CHARTERED ISSUER YES FOR N/A
ACCOUNTANTS AS THE AUDITORS
PROPOSAL #3A.: PLEASE NOTE THAT THIS IS AN SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL A
PROPOSAL #3B.: PLEASE NOTE THAT THIS IS AN SHAREHOLDER ISSUER YES ABSTAIN N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL B
------------------------------------------------------------------------------------
ISSUER: BOOTS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTOR'S REPORT AND THE ISSUER YES FOR N/A
ANNUAL ACCOUNTS FOR THE YE 31 MAR 2005 AND THE
AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 MAR 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. PAUL BATEMAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #7.: AUTHORIZE THE BOARD TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 60.19 MILLION;
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
PROPOSAL #S.8: AUTHORIZE THE BOARD, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) OF THE ACT FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 7
AND/OR WHERE SUCH ALLOTMENT CONSTITUTES OF AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A), 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 9.02 MILLION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; AND, AUTHORIZE THE BOARD 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.9: AUTHORIZE THE COMPANY, SUBJECT TO ISSUER YES FOR N/A
COMPANY'S ARTICLES OF ASSOCIATION AND SECTION 166 OF
THE COMPANIES ACT 1985 ACT , TO MAKE ONE OR MORE
MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO
72,200,000 ORDINARY SHARES OF THE COMPANY, THE MAXIMUM
PRICE WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS
NOT MORE THAN 5% ABOVE THE AVERAGE OF THE CLOSING MID-
MARKET PRICES FOR ORDINARY 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 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
PROPOSAL #10.: APPROVE THE BOOTS BONUS CO-INVESTMENT ISSUER YES FOR N/A
PLAN PLAN AS SPECIFIED AND AUTHORIZE THE DIRECTORS
TO DO ALL ACTS AND THINGS NECESSARY TO ESTABLISH AND
CARRY IT INTO EFFECT AND TO VOTE AND BE COUNTED IN THE
QUORUM ON ANY MATTER CONNECTED WITH THE PLAN EXCEPT
THAT NO DIRECTOR MAY VOTE OR BE COUNTED IN A QUORUM IN
RESPECT OF HIS OWN PARTICIPATION AND ANY PROHIBITION
ON VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION OF
THE COMPANY IS HEREBY RELAXED ACCORDINGLY
PROPOSAL #11.: APPROVE THE BOOTS PERFORMANCE SHARE ISSUER YES FOR N/A
PLAN THE PLAN ; AND AUTHORIZE THE DIRECTORS TO DO ALL
ACTS AND THINGS NECESSARY TO ESTABLISH AND CARRY IT
INTO EFFECT AND TO VOTE AND BE COUNTED IN THE QUORUM
ON ANY MATTER CONNECTED WITH THE PLAN EXCEPT THAT NO
DIRECTOR MAY VOTE OR BE COUNTED IN A QUORUM IN RESPECT
OF HIS OWN PARTICIPATION AND ANY PROHIBITION ON
VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY IS HEREBY RELAXED ACCORDINGLY
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO ESTABLISH A ISSUER YES FOR N/A
FURTHER PLAN OR FURTHER PLANS CONTAINING SUCH
PROVISIONS AS THE DIRECTORS MAY DECIDE SUBJECT TO THE
FOLLOWING: (I) SUCH PLANS MUST, EXCEPT TO THE EXTENT
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
TAX, SECURITIES AND EXCHANGE CONTROL LAWS, CONTAIN
LIMITATIONS SO AS TO ENSURE, SO FAR AS THE DIRECTORS
CONSIDER REASONABLY PRACTICABLE, THAT THE PARTICIPANTS
IN SUCH PLANS OBTAIN NO GRATER BENEFIT THAN THE
EMPLOYEES PARTICIPATING IN THE BOOTS PERFORMANCE SHARE
PLAN AND THE BOOTS BONUS CO-INVESTMENT PLAN THE
PLANS ; (II) SUCH PLANS MUST OPERATE WITH THE LIMITS
ON THE NUMBER OF ORDINARY SHARES THAT MAY BE AVAILABLE
FROM TIME TO TIME UNDER THE PLANS; (III) ONCE
ESTABLISHED, THE PROVISIONS OF SUCH PLANS MAY NOT BE
AMENDED WITHOUT PRIOR APPROVAL OF THE COMPANY IN THE
GENERAL MEETING IF SUCH APPROVAL WOULD BE REQUIRED TO
AMEND THE COMPARABLE PROVISIONS OF THE PLANS; AND TO
VOTE AND BE COUNTED IN THE QUORUM ON ANY MATTER
CONNECTED WITH THE PLAN EXCEPT THAT NO DIRECTOR MAY
VOTE OR BE COUNTED IN A QUORUM IN RESPECT OF HIS OWN
PARTICIPATION AND ANY PROHIBITION ON VOTING CONTAINED
IN THE ARTICLES OF ASSOCIATION OF THE COMPANY IS
HEREBY RELAXED ACCORDINGLY
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ISSUER: BOOTS GROUP PLC, NOTTINGHAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THAT THE DISPOSAL OF THE BOOTS ISSUER YES FOR N/A
HEALTHCARE INTERNATIONAL DIVISION AS SPECIFIED AND
SUBJECT TO THE CONDITIONS OF THE BUSINESS AND SHARE
SALE AND PURCHASE AGREEMENT DATED 07 OCT 2005 ENTERED
INTO BETWEEN THE COMPANY AND THE BOOTS COMPANY PLC AS
SELLERS , A NUMBER OF COMPANIES WITHIN THE RECKITT
BENCKISER GROUP AS PURCHASERS AND RECKITT BENCKISER
PLC AS THE PURCHASERS GUARANTOR THE BSPA ; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY OR A DULY
AUTHORISED COMMITTEE OF THE DIRECTORS TO CONCLUDE AND
IMPLEMENT THE SAME IN ACCORDANCE WITH SUCH TERMS AND
CONDITIONS AND TO AGREE SUCH AMENDMENTS AND VARIATIONS
TO AND WAIVERS OF SUCH TERMS AND CONDITIONS AND TO
AGREE SUCH AMENDMENTS AND VARIATIONS TO AND WAIVERS OF
SUCH TERMS AND CONDITIONS PROVIDED SUCH AMENDMENTS,
VARIATIONS OR WAIVERS ARE NOT OF A MATERIAL NATURE
AND TO ANY DOCUMENTS RELATING THERETO AS THEY MAY IN
THEIR ABSOLUTE DISCRETION THINK FIT
PROPOSAL #2.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 1 AS SPECIFIED IN THIS
NOTICE OF EGM, THE COMPLETION OF ALL, OR SUBSTANTIALLY
ALL, OF THE DISPOSAL OF THE BOOTS HEALTHCARE
INTERNATIONAL DIVISION IN ACCORDANCE WITH THE TERMS
AND SUBJECT TO THE CONDITIONS AS SPECIFIED IN THE
BSPA, AND THE ADMISSION OF THE NEW BOOTS ORDINARY
SHARES AND ANY FRACTIONAL ENTITLEMENT SHARES EACH AS
SPECIFIED BELOW TO THE OFFICIAL LIST OF THE UNITED
KINGDOM LISTING AUTHORITY AND TO TRADING ON THE LONDON
STOCK EXCHANGE BECOMING EFFECTIVE BY 8.00 AM ON
MONDAY, 13 FEB 2006 OR SUCH LATER TIME AND DATE AS
THE DIRECTORS OF THE COMPANY OR A DULY AUTHORISED
COMMITTEE OF THE DIRECTORS MAY DECIDE : A) ALL
ORDINARY SHARES OF 25 PENCE EACH IN THE CAPITAL OF THE
COMPANY WHICH AT THE CLOSE OF BUSINESS ON FRIDAY, 10
FEB 2006 OR SUCH OTHER TIME AND DATE AS THE DIRECTORS
OF THE COMPANY OR A DULY AUTHORISED COMMITTEE OF THE
DIRECTORS MAY DETERMINE THE CONSOLIDATION RECORD
TIME ARE SHOWN IN THE BOOKS OF THE COMPANY AS
AUTHORISED BUT UNISSUED SHALL BE CONSOLIDATED INTO 1
ORDINARY SHARE IN THE CAPITAL OF THE COMPANY WITH A
NOMINAL VALUE EQUAL TO THE PRODUCT OF 25 PENCE AND THE
NUMBER OF SUCH UNISSUED ORDINARY SHARES THE UNISSUED
INTERMEDIATE SHARE AND IMMEDIATELY THEREAFTER THE
UNISSUED INTERMEDIATE SHARE SHALL BE SUB-DIVIDED INTO
NEW ORDINARY SHARES OF 37 7/39 PENCE EACH THE
UNISSUED NEW BOOTS ORDINARY SHARES , PROVIDED THAT
WHERE SUCH SUB-DIVISION RESULTS IN A FRACTION OF AN
UNISSUED NEW BOOTS ORDINARY SHARE SUCH FRACTION SHALL,
TOGETHER WITH THE MINIMUM NUMBER OF UNISSUED NEW
BOOTS ORDINARY SHARES AS ARE REQUIRED AFTER THIS
RESOLUTION HAS OTHERWISE BECOME WHOLLY UNCONDITIONAL
AND EFFECTIVE TO BE CANCELLED IN ORDER THAT THE
NOMINAL VALUE IN POUNDS STERLING OF THE COMPANY'S
AUTHORISED SHARE CAPITAL IS A WHOLE NUMBER, BE
CANCELLED PURSUANT TO SECTION 121(2)(E) OF THE
COMPANIES ACT 1985; AND B) EACH HOLDING OF ISSUED
ORDINARY SHARES OF 25 PENCE EACH IN THE CAPITAL OF THE
COMPANY THE EXISTING BOOTS ORDINARY SHARES AS SHOWN
IN THE REGISTER OF THE MEMBERS OF THE COMPANY AT THE
CONSOLIDATION RECORD TIME BE CONSOLIDATED INTO 1
SINGLE ORDINARY SHARE IN THE CAPITAL OF THE COMPANY
WITH A NOMINAL VALUE EQUAL TO THE PRODUCT OF 25 PENCE
AND THE NUMBER OF EXISTING BOOTS ORDINARY SHARES
COMPRISED IN SUCH HOLDING THE ISSUED INTERMEDIATE
SHARE AND IMMEDIATELY THEREAFTER SUCH ISSUED
INTERMEDIATE SHARE BE SUB-DIVIDED INTO NEW ORDINARY
SHARES OF 37 7/39 PENCE EACH THE NEW BOOTS ORDINARY
SHARES , PROVIDED THAT: I) WHERE SUCH CONSOLIDATION
AND SUB-DIVISION RESULTS IN ANY MEMBER BEING ENTITLED
TO A FRACTION OF A NEW BOOTS ORDINARY SHARE, SUCH
FRACTION SHALL, SO FAR AS POSSIBLE, BE AGGREGATED WITH
THE FRACTIONS OF A NEW BOOTS ORDINARY SHARE TO WHICH
OTHER MEMBERS OF THE COMPANY MAY BE ENTITLED INTO NEW
BOOTS ORDINARY SHARES REPRESENTING SUCH FRACTIONS THE
FRACTIONAL ENTITLEMENT SHARES ; AND AUTHORIZE THE
DIRECTORS OF THE COMPANY TO SELL OR APPOINT ANY OTHER
PERSON TO SELL TO ANY PERSON, ON BEHALF OF THE
------------------------------------------------------------------------------------
ISSUER: BOUYGUES, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE AUDITORS GENERAL REPORTS, COMPANY'S FINANCIAL
STATEMENTS, BALANCE SHEET FOR THE YEAR 2005 SHOWING
NET INCOME OF EUR 260.833,378.18 AND GRANT PERMANENT
DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF
THEIR DUTIES DURING THE SAID FY
PROPOSAL #2.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING SHOWING NET INCOME GROUP
SHARE OF EUR 832,170,000.00
PROPOSAL #3.: APPROVE THAT THE DISTRIBUTABLE INCOME ISSUER NO N/A N/A
FOR THE FY OF EUR 537,180,016.80 BE APPROPRIATED AS
FOLLOWS: FIRST NET DIVIDEND: EUR 0.05 PER SHARE OR
INVESTMENT CERTIFICATE I.E. AN OVERALL AMOUNT OF: EUR
16,838,144.80, ADDITIONAL NET DIVIDEND: EUR 0.85 PER
SHARE OR INVESTMENT CERTIFICATE, I.E AN OVERALL AMOUNT
OF: EUR 286,248,461.80 THE BALANCE OF EUR
234,093,410.40 TO THE RETAINED EARNINGS ACCOUNT; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.90
PER SHARE OR PER INVESTMENT CERTIFICATE AND WILL
ENTITLE NATURAL PERSONS DOMICILED IN FRANCE TO THE 40%
ALLOWANCE; THIS DIVIDEND WILL BE PAID BY CASH ON 03
MAY 2006 IN THE EVENT THAT THE COMPANY HOLDS SOME OF
ITS OWN SHARES ON SUCH DATE; THE AMOUNT OF THE UNPAID
DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE
RETAINED EARNINGS ACCOUNT, AS REQUIRED BY LAW
PROPOSAL #4.: APPROVE TO TRANSFER THE AMOUNT, PURSUANT ISSUER NO N/A N/A
TO ARTICLE 39 OF THE AMENDED FINANCE LAW FOR 2004, OF
EUR 183,615,274.88 POSTED TO THE SPECIAL RESERVE OF
LONG CAPITAL GAINS ACCOUNT TO THE OTHER RESERVES
ACCOUNT, FROM WHICH WILL BE DEDUCTED THE 2.5%
EXTRAORDINARY TAX, AS STIPULATED BY THE ARTICLE 39 IV
OF THE FINANCE LAW NUMBER 2004-1485 OF 30 DEC 2004,
AMOUNTING TO: EUR 4,590,381.87 FOLLOWING THIS
TRANSFER, THE SPECIAL RESERVE OF LONG-TERM CAPITAL
GAINS ACCOUNT WILL SHOW A NEW BALANCE OF EUR 0.00 AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #5.: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L.225-
38 OF THE FRENCH COMMERCIAL CODE AND THE AGREEMENTS
REFERRED TO THEREIN
PROPOSAL #6.: RATIFY THE CO-OPTATION OF MRS. PATRICIA ISSUER NO N/A N/A
BARBIZET AS A DIRECTOR AND REPLACE THE COMPANY
ARTEMISFOR THE REMAINDER OF THE COMPANY ARTEMIS TERM
OF OFFICE I.E. UNTIL THE SHAREHOLDERS MEETING CALLED
TO APPROVE THE FINANCIAL STATEMENTS FOR 2007
PROPOSAL #7.: RATIFY THE CO-OPTATION OF MR. JEAN HENRI ISSUER NO N/A N/A
PINAULT AS A DIRECTOR TO REPLACE THE SOCIETE
FINANCIERE PINAULT, FOR THE REMAINDER OF THE SOCIETE
FINANCIERE PINAULT'S TERM OF OFFICE I.E. UNTIL THE
SHAREHOLDERS CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR 2009
PROPOSAL #8.: APPOINT MR. MARTIN BOUYGUES AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #9.: APPOINT MRS. MONIQUE BOUYGUES AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #10.: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
GEORGES CHODRON DE COURCEL AS A DIRECTOR FOR A PERIOD
OF 3 YEARS
PROPOSAL #11.: APPOINT MR. FRANCOIS BERTIERE AS A ISSUER NO N/A N/A
DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #12.: RATIFY THE TRANSFER OF THE HEAD OFFICE ISSUER NO N/A N/A
OF THE COMPANY TO: 32, AVENUE HOCHE, 75008 PARIS AND
AMEND THE ARTICLE 4 OF THE BYLAWS
PROPOSAL #13.: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER NO N/A N/A
BUY BACK THE COMPANY'S SHARES OR INVESTMENT
CERTIFICATES ON THE OPEN MARKET, SUBJECT TO THE
CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE:
EUR 80.00 PER SHARE OR INVESTMENT CERTIFICATE, MINIMUM
SALE PRICE: EUR 30.00 PER SHARE OR INVESTMENT
CERTIFICATE, MAXIMUM NUMBER OF SHARES AND INVESTMENT
CERTIFICATES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL,
MAXIMUM FUNDS INVESTED IN THE SHARE BUY BACKS: EUR
1,500,000,000.00; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT
PROPOSAL #14.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE, IN THE EVENT THAT THE LAWS AND RULES APPLYING
TO THE COMPANY WOULD MAKE POSSIBLE THE USE OF SUCH
AUTHORIZATION, DURING PUBLIC OFFERINGS ON THE COMPANY
SHARES AND IN ACCORDANCE WITH THE LEGAL PROVISIONS AND
REGULATIONS IN FORCE AT THE DATE OF SUCH USE,
WARRANTS GIVING THE RIGHT TO SUBSCRIBE UNDER
PREFERENTIAL CONDITIONS FOR SHARES IN THE COMPANY, AND
TO ALLOCATE FOR FREE SAID WARRANTS TO THE
SHAREHOLDERS; THE MAXIMAL NOMINAL AMOUNT OF CAPITAL
INCREASE LIABLE TO BE CARRIED OUT UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR
150,000,000.00; THE MAXIMUM NUMBER OF EQUITY WARRANTS
LIABLE TO BE ISSUED SHALL NOT EXCEED 450,000,000 AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES AND
ALSO INCLUDES A WAIVER BY SHAREHOLDERS OF THEIR PRE-
EMPTIVE RIGHT TO THE COMPANY ORDINARY SHARES TO WHICH
THE EQUITY WARRANTS ISSUED UNDER THIS AUTHORIZATION
MAY GIVE RISE TO ENTITLEMENT AUTHORITY EXPIRES ON
COMPLETION OF 18 MONTHS
PROPOSAL #15.: APPROVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE SPECIAL ADVANTAGES AUDITOR, THE
EVALUATION BY DETROYAT ET ASSOCIES, BY A MAJORITY
REQUIRED OF 95% OF THE PRESENT AND REPRESENTED, BY THE
VOTING RIGHT CERTIFICATES HOLDERS SPECIAL MEETING, OF
THE EXISTING CERTIFICATES CONSOLIDATION INTO SHARES;
THE EXISTING CERTIFICATES CONSOLIDATION INTO SHARES
SCHEME PRESENTED BY THE BOARD OF DIRECTORS IN
ACCORDANCE WITH ARTICLE L.228-31 OF THE FRENCH
COMMERCIAL CODE AND THE PURCHASE BY THE COMPANY OF THE
WHOLE VOTING RIGHT CERTIFICATES, SET AT EUR 5.46 PER
VOTING RIGHT CERTIFICATE AND THE ALLOCATION FOR FREE
TO INVESTMENT CERTIFICATE BEARERS OF THE CORRESPONDING
VOTING RIGHT CERTIFICATES, DECIDES TO PROCEED WITH
THIS CONSOLIDATION AND AUTHORIZE THE BOARD OF
DIRECTORS TO AMEND: ARTICLE 7, 8, 9, 10,24, 25 OF THE
BYLAWS
PROPOSAL #16.: AUTHORIZE THE BOARD OF DIRECTORS BY ALL ISSUER NO N/A N/A
LEGAL MEANS, TO INCREASE THE SHARE CAPITAL IN
ACCORDANCE WITH THE CONDITIONS AND LIMITATIONS SET
FORTH BY RESOLUTIONS NUMBER 10, 11, 12. 13, 14, 15, 16
17 AND 18; THE SHAREHOLDERS; THE INVESTMENT
CERTIFICATE HOLDERS, MEETING AT A SPECIAL MEETING,
HAVE WAIVED IN THE EVENT OF AN ISSUANCE WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT, THEIR PRE-EMPTIVE
RIGHT TO ANY VOTING PREFERENCE SHARES WITH THE SAME
RIGHTS AS INVESTMENT CERTIFICATES, AND ALSO, THAT THEY
HAVE NOTED THAT THIS AUTHORIZATION INCLUDES THE
WAIVER OF THEIR PRE-EMPTIVE RIGHT TO ANY NON
PREFERENCE SHARES WITH THE SAME RIGHTS AS INVESTMENT
CERTIFICATES, TO WHICH THE SECURITIES ISSUED UNDER
THIS AUTHORIZATION MAY GIVE RISE TO ENTITLEMENT
AUTHORITY EXPIRES ON COMPLETION OF 14 MONTHS
PROPOSAL #17.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE, IN THE EVENT THAT THE LAWS AND RULES APPLYING
TO THE COMPANY WOULD MAKE POSSIBLE THE USE OF SUCH
AUTHORIZATION, DURING PUBLIC OFFERINGS ON THE COMPANY
SHARES AND IN ACCORDANCE WITH THE LEGAL PROVISIONS AND
REGULATIONS IN FORCE AT THE DATE OF SUCH USE,
WARRANTS'S ENTITLING TO SUBSCRIBE, ON PREFERENTIAL
CONDITIONS, TO SHARES OF THE COMPANY AND TO FREELY
ALLOCATE THEM TO THE SHAREHOLDERS; THE MAXIMAL NOMINAL
AMOUNT OF CAPITAL INCREASES TO BE CARRIED OUT UNDER
THIS DELEGATION OF AUTHORI1Y SHALL NOT EXCEED EUR
150,000,000.00 THIS AMOUNT SHALL COUNT AGAINST THE
GLOBAL CEILING SET IN THE 10TH RESOLUTION OF THE
SHAREHOLDER'S MEETING OF 28 APR 2005, THE MAXIMUM
NUMBER OF WARRANTS ISSUED WILL NOT EXCEED 450,000,000
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES AND MEETING NOTES THAT THIS AUTHORIZATION
INCLUDES WAIVER BY SHAREHOLDERS OF THEIR PRE-EMPTIVE
RIGHT TO THE COMPANY ORDINARY SHARES TO WHICH THE
EQUITY WARRANTS ISSUED UNDER THIS AUTHORIZATION MAY
GIVE RISE TO ENTITLEMENT AND WAIVER BY INVESTMENT
CERTIFICATE HOLDERS MEETING AT A SPECIAL MEETING TODAY
OF THEIR PRE-EMPTIVE RIGHT TO THE NON-VOTING
PREFERENCE SHARES WITH THE SAME RIGHTS AS INVESTMENT
CERTIFICATES TO WHICH THE EQUITY WARRANTS ISSUED UNDER
THIS AUTHORIZATION MAY GIVE RISE TO ENTITLEMENT
AUTHORITY EXPIRES ON COMPLETION OF 18 MONTHS
PROPOSAL #18.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
REDUCE THE SHARE CAPITAL ON ONE OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A
STOCK REPURCHASE PLAN UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24-MONTH PERIOD AND TO CHARGE THE
DIFFERENCE BETWEEN THE PURCHASE PRICE OF THE
CANCELLED SHARES AND THEIR NOMINAL PAR VALUE ON ALL
THE ACCOUNTS OF BONUSES AND THE AVAILABLE RESERVES, IT
SUPERSEDES ANY AND ALL EARLIER AUTHORIZATIONS TO THE
SAME EFFECT AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES AUTHORITY
EXPIRES ON COMPLETION OF 18 MONTHS
PROPOSAL #19.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE, FOR THE PROFIT OF INVESTMENT CERTIFICATES
HOLDERS: NON-VOTING PREFERENCE SHARES WITH THE SAME
RIGHTS AS INVESTMENT CERTIFICATES, AND ANY SECURITIES
GIVING ACCESS TO NON-VOTING PREFERENCE SHARES WITH THE
SAME RIGHTS AS INVESTMENT CERTIFICATES TO A MAXIMUM
NOMINAL AMOUNT OF EUR 10,000,000.00, THE NOMINAL
AMOUNT OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
10,000,000.00 AND SUPERSEDES ANY AND ALL EARLIER
AUTHORIZATIONS TO THE SAME EFFECT AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES AUTHORITY EXPIRES FOR A PERIOD OF 18
MONTHS
PROPOSAL #20.: AMEND THE ARTICLE 18 OF THE BY-LAWS: ISSUER NO N/A N/A
CONTROL AGENTS
PROPOSAL #21.: APPROVE TO GRANT ALL POWERS TO THE ISSUER NO N/A N/A
BEARER OF AN ORIGINAL A COPY OR EXTRACT OF THE MINUTES
OF THIS MEETING TO CARRY OUT ALL FILINGS,
PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: BP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES FOR N/A
THE ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YEAR ENDED 31 DECEMBER2005
PROPOSAL #3.: RE-ELECT DR. DC. ALLEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT THE LORD BROWNE OF MADINGLEY AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #5.: RE-ELECT MR. J.H. BRYAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. A. BURGMANS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. E.B. DAVIS, JR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-ELECT DR. B.E. GROTE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #13.: RE-ELECT SIR. TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #14.: RE-ELECT MR. J.A. MANZONI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #15.: RE-ELECT DR. W.E. MASSEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #16.: RE-ELECT SIR. IAN PROSSER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #17.: RE-ELECT MR. M.H. WILSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #18.: RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #19.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AND AUTHORIZE THE DIRECTORS TO SET THE
AUDITORS REMUNERATION FOR 2006
PROPOSAL #S.20: 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 USD 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES NOT
PURCHASE UNDER THIS AUTHORITY MORE THAN 2.0 BILLION
ORDINARY SHARES; (B) THE COMPANY DOES NOT PAY LESS
THAN USD 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 EUROS. THIS
AUTHORITY SHALL CONTINUE FOR THE PERIOD ENDING ON THE
DATE OF THE ANNUAL GENERAL MEETING IN 2007 OR 19 JULY
2007, 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 #21.: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERAL MEETING IN 2007 OR 19 JULY
2007, 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 USD 1,690 MILLION
PROPOSAL #S.22: TO RENEW, FOR THE PERIOD ENDING ON THE ISSUER YES FOR N/A
DATE OF THE ANNUAL GENERAL MEETING IN 2007 OR 19 JULY
2007, 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 USD 253 MILLION
------------------------------------------------------------------------------------
ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: R.E. ALLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.B. CAMPBELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V.D. COFFMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. CORNELIUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.R. DOLAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.J. FREEH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L. JOHANSSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.D. ROBINSON III ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: EXECUTIVE COMPENSATION DISCLOSURE SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: RECOUPMENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: ANIMAL TREATMENT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: TERM LIMITS SHAREHOLDER YES AGAINST FOR
------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO (MALAYSIA) BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 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 2005 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. TAN SRI ABU TALIB BIN ISSUER YES FOR N/A
OTHMAN AS A DIRECTOR, WHO RETIRE BY ROTATION IN
ACCORDANCE WITH ARTICLES 97 (1) AND (2) OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. DATO CHAN CHOON NGAI AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE BY ROTATION IN ACCORDANCE WITH
ARTICLES 97 (1) AND (2) OF THE COMPANY’S ARTICLES
OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. JAMES RICHARD SUTTIE AS A ISSUER YES AGAINST N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 103
OF THE COMPANY’S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. BARTHOLOMEUS FRANCISCUS ISSUER YES FOR N/A
THEODORUS ALKEMADE AS A DIRECTOR, WHO RETIRES IN
ACCORDANCE WITH ARTICLE 103 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. TAN SRI KAMARUL ARIFFIN BIN ISSUER YES FOR N/A
MOHAMED YASSIN AS A DIRECTOR OF THE COMPANY, WHO
RETIRES IN COMPLIANCE WITH SECTION 129 OF THE
COMPANIES ACT, 1965 UNTIL THE CONCLUSION OF THE NEXT
AGM
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE 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 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 #10.: 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 AND 28 APR 2005
RESPECTIVELY AND AUTHORIZE THE COMPANY AND ITS
SUBSIDIARIES BRITISH AMERICAN TOBACCO MALAYSIA GROUP
TO ENTER INTO THE RECURRENT TRANSACTIONS OF A REVENUE
OR TRADING NATURE RECURRENT RPTS ; AND B) 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 SPECIFIED, 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 #11.: 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, THE AUTHORITY GRANTED BY THE
SHAREHOLDERS OF THE COMPANY ON 24 APR 2003 AND
SUBSEQUENTLY RENEWED BY THE SHAREHOLDERS ON 26 APR
2004 AND 28 APR 2005 RESPECTIVELY FOR THE COMPANY TO
UNDERTAKE A SHARE BUY BACK OF UP TO 10% OF THE ISSUED
AND PAID-UP SHARE CAPITAL OF THE COMPANY IN ACCORDANCE
WITH CHAPTER 12 OF THE LISTING REQUIREMENTS OF BURSA
SECURITIES, 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 489,457,000;
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 OR REVOKED OR VARIED BY ORDINARY RESOLUTION
PASSED BY THE SHAREHOLDERS IN GENERAL MEETING ;
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; AND
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
------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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 FOR THE YE 31 DEC 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT OF THE ISSUER YES FOR N/A
DIRECTORS FOR THE YE 31 DEC 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 33.0P PER ISSUER YES FOR N/A
ORDINARY SHARE IN RESPECT OF THE YE 31 DEC 2005,
PAYABLE ON 04 MAY 2006 TO SHAREHOLDERS ON THE REGISTER
AT THE CLOSE OF THE BUSINESS ON 10 MAR 2006
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE COMPANY'S AUDITORS
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #6.A: RE-APPOINT DR. ANA MARIA LLOPIS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.B: RE-APPOINT MR. ANTONIO MONTEIRO DE ISSUER YES FOR N/A
CASTRO AS A DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.C: RE-APPOINT MR. RUPERT PENNANT-REA AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.D: RE-APPOINT MR. JAN DU PLESSIS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-APPOINT MR. ANTHONY RUYS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECTION 80(2) OF THAT ACT UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 174,737,186;
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY ; AND THE DIRECTORS MAY MAKE
ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY BE
EXERCISED AFTER THE RELEVANT PERIOD
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95(1) OF THE COMPANIES ACT 1985, TO ALLOT
EQUITY SECURITIES SECTION 94 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 A) IN CONNECTION WITH A
RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-EMPTIVE
OFFERING IN FAVOR OF THE HOLDERS SHAREHOLDERS OF
ORDINARY SHARES OF 25P EACH OF THE COMPANY ORDINARY
SHARES ; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 26,210,577; AUTHORITY EXPIRE UPON THE EXPIRY OF
THE GENERAL AUTHORITY CONFERRED BY RESOLUTION 8 ABOVE
; 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.10: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985
OF UP TO 209.6 MILLION ORDINARY SHARES OF 25P EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P
AND NOT MORE THAN 105% OF THE AVERAGE OF THE MIDDLE
MARKET PRICES SHOWN IN THE QUOTATION FOR AN ORDINARY
SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, FOR THE 5 BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE OF PURCHASE; AUTHORITY SHALL
EXPIRE 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: BT GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/13/2005 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 REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE FINAL DIVIDEND OF 6.5 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. BEN VERWAAYEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT DR. PAUL REYNOLDS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. CARL SYMON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. BARONESS JAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. HANIF LALANI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #10.: AUTHORIZE THE BOARD TO FIX REMUNERATION ISSUER YES FOR N/A
OF THE AUDITORS
PROPOSAL #11.: 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 GBP 140,000,000
PROPOSAL #S.12: 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 GBP 21,800,000
PROPOSAL #S.13: GRANT AUTHORITY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASE OF 850,000,000 ORDINARY SHARES
PROPOSAL #14.: AMEND THE BT GROUP RETENTION SHARE PLAN ISSUER YES FOR N/A
AND THE BT GROUP DEFERRED BONUS PLAN
PROPOSAL #15.: AUTHORIZE BRITISH TELECOMMUNICATION PLC ISSUER YES FOR N/A
TO MAKE EU POLITICAL ORGANIZATION DONATION UP TO GBP
100,000
------------------------------------------------------------------------------------
ISSUER: BUILDING MATERIALS HOLDING CORPORATI
TICKER: BMHC CUSIP: 120113105
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT E. MELLOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEC F. BECK ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: SARA L. BECKMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERIC S. BELSKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES K. JENNINGS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NORMAN J. METCALFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID M. MOFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. SCOTT MORRISON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER S. O'NEILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD G. REITEN ISSUER YES FOR FOR
PROPOSAL #02: RATIFY INDEPENDENT REGISTERED PUBLIC ISSUER YES FOR FOR
ACCOUNTANTS
------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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 2005 ANDTHE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FIRST AND FINAL DIVIDEND OF ISSUER YES FOR N/A
10.0 SEN LESS INCOME TAX AND SPECIAL DIVIDEND OF 5.0
SEN LESS INCOME TAX FOR THE YE 31 DEC 2005 AS
RECOMMENDED BY THE DIRECTORS PAYABLE ON 29 MAY 2006
PROPOSAL #3.: RE-ELECT MR. YBHG TAN SRI DATO MOHD ISSUER YES FOR N/A
DESA PACHI AS A DIRECTOR WHO RETIRES IN ACCORDANCE
WITH THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. YBHG TAN SRI DATUK ASMAT ISSUER YES FOR N/A
KAMALUDIN AS A DIRECTOR WHO RETIRES IN ACCORDANCE WITH
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. YBHG DATO MOHD SALLEH ISSUER YES FOR N/A
MAHMUD AS A DIRECTOR WHO RETIRES IN ACCORDANCE WITH
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. YBHG DATO ANWAR AJI AS A ISSUER YES FOR N/A
DIRECTOR WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. EN. MOHD SHUKRI HUSSIN AS A ISSUER YES FOR N/A
DIRECTOR WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. YBHG DATO MOHAMED NAZIR ISSUER YES FOR N/A
RAZAK AS A DIRECTOR WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #9.: APPROVE THE PAYMENT OF DIRECTORS FEES ISSUER YES FOR N/A
AMOUNTING TO MYR 90,000 PER DIRECTOR PER ANNUM IN
RESPECT OF THE YE 31 DEC 2005
PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY AND AUTHORIZE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #11.: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
SECTION 132D OF THE COMPANIES ACT, 1965 AND TO THE
APPROVAL OF ALL THE RELEVANT REGULATORY BODIES, TO
ISSUE SHARES IN THE COMPANY AT ANY 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 SHARE CAPITAL OF THE COMPANY FOR THE TIME
BEING; AND AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY
PROPOSAL #12.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
COMPANY'S ACT, 1965 AS MAY BE AMENDED,MODIFIED OR RE-
ENACTED FROM TIME TO TIME , THE COMPANY'S ARTICLES OF
ASSOCIATION AND THE REQUIREMENTS OF 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
DIRECTORS MAY DEEM FIT AND EXPEDIENT IN THE INTEREST
OF THE COMPANY PROVIDED THAT THE MAXIMUM NUMBER OF
ORDINARY SHARES PURCHASED AND/OR HELD, PURSUANT TO
THIS RESOLUTION SHALL 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 683.6 MILLION
AND/OR SHARE PREMIUM ACCOUNT OF APPROXIMATELY MYR
2,038.4 MILLION OF THE COMPANY BASED ON THE LATEST
AUDITED FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2005
BE ALLOCATED BY THE COMPANY FOR THE PROPOSED SHARES
BUY-BACK AND TO CANCEL THE SHARES SO PURCHASED AND/OR
TO RETAIN THE SHARES SO PURCHASED AS TREASURY SHARES
FOR DISTRIBUTION AS DIVIDENDS AND/OR RE-SELL ON BURSA
SECURITIES AND/OR CANCELLATION SUBSEQUENTLY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE BCHB IN 2007 OR THE EXPIRATION OF THE
PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO
BE HELD BY LAW AND TO DO ALL ACTS AND THINGS TO GIVE
EFFECT TO THE PROPOSED SHARE BUY-BACK WITH FULL IN
ACCORDANCE WITH THE PROVISIONS OF THE GUIDELINES
ISSUED BY BURSA SECURITIES AND/OR ANY OTHER RELEVANT
AUTHORITIES
------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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, TO ACQUIRE THE SBB
BUSINESS AS CARRIED OUT BY SBB INCLUDING ALL THE
ASSETS AND LIABILITIES OF SBB AS AT 15 MAR 2006 FOR AN
AGGREGATE CASH CONSIDERATION OF MYR 4.30 PER SBB
SHARE MULTIPLIED BY THE TOTAL OUTSTANDING SBB SHARES
EXCLUDING TREASURY SHARES HELD BY SBB OFFER
CONSIDERATION AND FOR THE SIMULTANEOUS TRANSFER OF
THE SBB BUSINESS TO BCB FOR A TOTAL TRANSFER
CONSIDERATION EQUIVALENT TO THE OFFER CONSIDERATION;
IN CONJUNCTION WITH THE PROPOSED SBB ACQUISITION, TO
UNDERTAKE THE PROPOSED OFFER TO ACQUIRE THE FOLLOWING:
I) ALL THE OUTSTANDING SBB SHARES EXCLUDING TREASURY
SHARES HELD BY SBB AND SUCH NEW SBB SHARES THAT MAY
BE ISSUED PRIOR TO THE CLOSE OF THE PROPOSED OFFER
PURSUANT TO THE EXERCISE OF THE OUTSTANDING SBB
WARRANTS COLLECTIVELY THE OFFER SHARES AT MYR 4.30
PER OFFER SHARE TO BE SATISFIED VIA: A) A CASH
CONSIDERATION OF MYR 4.30; OR B) A COMBINATION OF CASH
AND RCULS THE TERMS OF WHICH ARE AS SPECIFIED IN THE
PROPORTION OF APPROXIMATELY 75%:25% IN VALUE TERMS;
AND II) ALL THE OUTSTANDING SBB WARRANTS OFFER
WARRANTS , AT A CASH CONSIDERATION OF MYR 2.56 PER
OFFER WARRANT, NOT ALREADY HELD BY THE COMPANY; AND TO
ISSUE THE REQUISITE NUMBER OF RCULS AS PART OF THE
CONSIDERATION UNDER THE PROPOSED OFFER, BEING SUCH
NUMBER OF RCULS AS WILL BE DETERMINED UPON CLOSING OF
THE PROPOSED OFFER AND AUTHORIZE THE DIRECTORS OF BCHB
BCHB DIRECTORS TO ALLOT AND ISSUE SUCH APPROPRIATE
NUMBER OF ORDINARY SHARES OF MYR 1.00 EACH IN THE
COMPANY BCHB SHARES ARISING FROM THE CONVERSION OF
THE RCULS BY THE HOLDERS OF THE RCULS AND FOR THE BCHB
DIRECTORS TO DETERMINE AT THEIR DISCRETION THE
NOMINAL VALUE, ISSUE PRICE AND CONVERSION PRICE OF THE
RCULS IN DUE COURSE; THE NEW BCHB SHARES ARISING FROM
THE CONVERSION OF THE RCULS SHALL, UPON ALLOTMENT AND
ISSUE, RANK PARI PASSU IN ALL RESPECTS WITH THE THEN
EXISTING BCHB SHARES EXCEPT THAT THEY SHALL NOT BE
ENTITLED TO ANY DIVIDENDS, RIGHTS, ALLOTMENTS AND/OR
OTHER DISTRIBUTIONS THE ENTITLEMENT DATE OF WHICH
PRECEDES THE DATE OF ALLOTMENT OF THE NEW BCHB SHARES;
AND AUTHORIZE THE BCHB DIRECTORS TO SIGN, DO AND
EXECUTE ALL RELEVANT AGREEMENTS, DOCUMENTS, ACTS AND
THINGS AS MAY BE REQUIRED FOR OR IN CONNECTION WITH
AND TO GIVE FULL EFFECT TO AND IMPLEMENT THE PROPOSED
SBB ACQUISITION, PROPOSED OFFER AND PROPOSED RCULS
ISSUE WITH FULL POWER TO ASSENT TO ANY CONDITIONS,
MODIFICATIONS, VARIATIONS AND/OR AMENDMENTS AS MAY BE
REQUIRED BY THE RELEVANT AUTHORITIES OR DEEMED
NECESSARY BY THE BCHB DIRECTORS
------------------------------------------------------------------------------------
ISSUER: BUNZL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE A FINAL DIVIDEND OF 10.8 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT MR. B.M. MAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. P.W. JOHNSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT MR. A.J. HABGOOD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT MR. C.A. BANKS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT THE AUDITORS AND APPROVE ISSUER YES FOR N/A
THEIR REMUNERATION
PROPOSAL #8.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #9.: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 39,200,000
PROPOSAL #S.10.: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,570,382
PROPOSAL #S.11.: AUTHORISE 34,665,000 ORDINARY SHARES ISSUER YES FOR N/A
FOR MARKET PURCHASE
PROPOSAL #12.: APPROVE THE ADJUSTMENT TO EMPLOYEE ISSUER YES FOR N/A
SHARE SCHEMES
------------------------------------------------------------------------------------
ISSUER: BURNS PHILP & CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/4/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES ABSTAIN N/A
30 JUN 2005
PROPOSAL #2.: RE-ELECT MR. MARK D.I. BURROWS AS A ISSUER YES ABSTAIN N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION IN
ACCORDANCE WITH THE COMPANY'S CONSTITUTION
------------------------------------------------------------------------------------
ISSUER: CABLE & WIRELESS PUB LTD CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT AND THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 2.64 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE PAYABLE TO THE ORDINARY
SHAREHOLDERS ON 11 AUG 2005 AND THE HOLDERS OF
AMERICAN DEPOSITORY RECEIPTS ON 18 AUG 2005 FOR THE YE
31 MAR 2005
PROPOSAL #4.: RE-ELECT MR. GEORGE BATTERSBY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. CLIVE BUTLER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. HARRIS JONES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MS. KATE NEALON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MS. AGNES TOURAINE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-ELECT MR. FRANCESCO CAIO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-ELECT MR. BERNARD GRAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #11.: RE-ELECT MR. TONY RICE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #12.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE
CONCLUSION OF THE AGM UNTIL THE NEXT GENERAL MEETING
AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #13.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR N/A
THE REMUNERATION PAYABLE TO THE AUDITORS
PROPOSAL #14.: AMEND THE CABLE & WIRELESS INCENTIVE ISSUER YES FOR N/A
PLAN 2001
PROPOSAL #15.: AMEND THE CABLE & WIRELESS DEFERRED ISSUER YES FOR N/A
SHORT TERM INCENTIVE PLAN
PROPOSAL #S.16: APPROVE TO RENEW THE AUTHORITY GIVEN ISSUER YES FOR N/A
TO THE COMPANY TO PURCHASE ITS OWN SHARES, THE MAXIMUM
NUMBER OF SHARES WHICH MAY BE ACQUIRED SHOULD BE JUST
UNDER 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THIS AGM OR 21 OCT 2006
PROPOSAL #17.: APPROVE TO INCREASE THE NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTORS FEES TO GBP 700,000
PROPOSAL #S.18: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY BY REPLACING THE ARTICLE 149 WITH A NEW
ONE, SO THAT THE COMPANY CAN IDENTIFY ITS DIRECTORS TO
THE EXTENT PERMITTED BY THE NEW LEGISLATION
------------------------------------------------------------------------------------
ISSUER: CABLE & WIRELESS PUB LTD CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #s.1: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES FOR N/A
INSERTING NEW ARTICLES 151,152, 153 AND 154 AFTER
ARTICLE 150 AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: CALTEX AUSTRALIA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACKNOWLEDGE THAT THE CHAIRMAN WILL ISSUER NO N/A N/A
PRESENT 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 THE CHIEF EXECUTIVE OFFICER WILL
MAKE PRESENTATIONS TO THE SHAREHOLDERS
PROPOSAL #3.: RECEIVE THE KEY ISSUES RAISED BY THE ISSUER NO N/A N/A
SHAREHOLDERS PRIOR TO THE AGM AND, DURING THE
DECISION, WILL INVITE QUESTIONS FROM THE SHAREHOLDERS
REGARDING THESE KEY ISSUES
PROPOSAL #4.: RECEIVE 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 2005 WILL BE LAID BEFORE THE MEETING
PROPOSAL #5.: ADOPT THE REMUNERATION REPORT WHICH ISSUER YES FOR N/A
FORMS PART OF THE DIRECTORS REPORT FOR THE YE 31 DEC
2005
PROPOSAL #6.: APPROVE THE INCREASE OF AUD 250,000 IN ISSUER YES FOR N/A
THE TOTAL ANNUAL REMUNERATION POOL AVAILABLE FOR THE
BOARD FEES PAID TO NON-EXECUTIVE DIRECTORS OF CALTEX
AUSTRALIA LIMITED FROM AUD 1,150,000 INCLUSIVE OF
STATUTORY ENTITLEMENTS TO AUD 1,400,000 INCLUSIVE OF
STATUTORY ENTITLEMENTS , WITH EFFECT FROM 01 JAN 2007
PROPOSAL #7.1: ELECT MR. PETER WISSEL AS A DIRECTOR OF ISSUER YES FOR N/A
CALTEX AUSTRALIA LIMITED, IN ACCORDANCE WITH, AND ON
THE TERMS AS SPECIFIED IN THE COMPANY'S CONSTITUTION
PROPOSAL #7.2: ELECT MR. TREVOR BOURNE AS A DIRECTOR ISSUER YES FOR N/A
OF CALTEX AUSTRALIA LIMITED, IN ACCORDANCE WITH, AND
ON THE TERMS AS SPECIFIED IN THE COMPANY'S CONSTITUTION
PROPOSAL #7.3: RE-ELECT MR. ELIZABETH BRYAN AS A ISSUER YES FOR N/A
DIRECTOR OF CALTEX AUSTRALIA LIMITED, IN ACCORDANCE
WITH, AND ON THE TERMS AS SPECIFIED IN THE COMPANY'S
CONSTITUTION
------------------------------------------------------------------------------------
ISSUER: CAPITA GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE
31 DEC 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 4.9P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. GORDON HURST AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. ERIC WALTERS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #7.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF ERNST & YOUNG LLP
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 80 1 OF THE COMPANIES ACT 1985 ACT , TO
ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 4,308,739;
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.9: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985 ACT , TO ALLOT
EQUITY SECURITIES SECTION 94(2) OF THE ACT FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 9
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 OFFER OF
SECURITIES IN FAVOR OF ORDINARY SHAREHOLDERS; AND B)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 668,360;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY ; 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.10: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO
MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES
ACT 1985 OF UP TO 65,283,939 ORDINARY SHARES IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE WHICH MAY
BE PAID FOR AN ORDINARY SHARES IS THE NOMINAL VALUE OF
SUCH SHARE AND THE MAXIMUM PRICE PAID IS AN 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;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY HELD IN 2007 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; ALL SHARES
PURCHASED, PURSUANT TO THIS AUTHORITY CONFERRED BY
THIS RESOLUTION S.10 SHALL EITHER BE CANCELLED
IMMEDIATELY ON THE COMPLETION OF THE PURCHASE
PROPOSAL #s.11: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES FOR N/A
DELETING ARTICLE 110(1)(G) AND REPLACING WITH NEW ONE
AS SPECIFIED
PROPOSAL #s.12: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES FOR N/A
DELETING ARTICLE 140 AND REPLACING IT WITH NEW ONE AS
SPECIFIED
PROPOSAL #13.: APPROVE TO RENEW THE 1997 EXECUTIVE ISSUER YES FOR N/A
SHARE OPTION SCHEME UNTIL 25 APR 2016 AND AUTHORIZE
THE DIRECTORS TO ALTER THE SCHEME AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: CARGOTEC OYJ
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO DETERMINE THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #2.: AUTHORIZE THE BOARD TO ACQUIRE COMPANY'S ISSUER YES FOR N/A
OWN SHARES
PROPOSAL #3.: AUTHORIZE THE BOARD TO DISPOSE COMPANY'S ISSUER YES FOR N/A
OWN SHARES
------------------------------------------------------------------------------------
ISSUER: CARNIVAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. MICKY ARISON AS A DIRECTOR ISSUER YES FOR N/A
OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #2.: RE-ELECT MR. AMBASSADOR RICHARD G. ISSUER YES FOR N/A
CAPEN, 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 ISSUER YES FOR N/A
DIRECTOR 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 THE CARNIVAL PLC
PROPOSAL #10.: RE-ELECT MR. MODESTO A. MAIDIQUE AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #11.: RE-ELECT SIR JOHN PARKER AS A DIRECTOR ISSUER YES FOR N/A
OF CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #12.: RE-ELECT MR. PETER G. RATCLIFFE AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #13.: RE-ELECT MR. STUART SUBOTNICK AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #14.: RE-ELECT MR. UZI ZUCKER AS A DIRECTOR ISSUER YES FOR N/A
OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #15.: RE-APPOINT THE UK FIRM OF ISSUER YES FOR N/A
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS
OF THE CARNIVAL FOR THE PERIOD COMMENCING UPON THE
CONCLUSION OF THE MEETING UNTIL THE CONCLUSION NEXT
GENERAL MEETING AT WHICH THE ACCOUNTS OF THE CARNIVAL
PLC ARE LAID AND RATIFY THE SELECTION OF THE U.S. FIRM
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM CARNIVAL
CORPORATION FOR THE PERIOD COMMENCING UPON THE
CONCLUSION OF THE MEETING UNTIL THE CONCLUSION OF THE
NEXT AGM OF THE CARNIVAL CORPORATION AFTER THE DATE ON
WHICH THIS RESOLUTION IS PASSED
PROPOSAL #16.: AUTHORIZE THE AUDIT COMMITTEE OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS OF CARNIVAL PLC TO AGREE THE
REMUNERATION OF THE INDEPENDENT AUDITORS
PROPOSAL #17.: RECEIVE THE UK ACCOUNTS AND THE REPORTS ISSUER YES FOR N/A
OF THE DIRECTORS AND THE AUDITORS OF CARNIVAL PLC FOR
THE FYE 30 NOV 2005
PROPOSAL #18.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT OF CARNIVAL PLC AS SET OUT IN THE ANNUAL REPORT
FOR THE FYE 30 NOV 2005
PROPOSAL #19.: APPROVE TO RENEW THE AUTHORITY AND ISSUER YES FOR N/A
POWER CONFERRED ON THE DIRECTORS BY ARTICLE 30 OF THE
CARNIVAL PLC'S ARTICLES OF ASSOCIATION FOR A PERIOD
COMMENCING AT THE END OF THE MEETING AND EXPIRING AT
THE END OF THE NEXT AGM OF CARNIVAL PLC AFTER THE DATE
ON WHICH THIS RESOLUTION IS PASSED AND FOR THAT
PERIOD THE SECTION 80 AMOUNT SHALL BE USD 21,977,399
PROPOSAL #S.20: APPROVE, SUBJECT TO PASSING OF ISSUER YES FOR N/A
RESOLUTION 19, TO RENEW THE POWER CONFERRED ON THE
DIRECTORS BY ARTICLE 31 OF THE CARNIVAL PLC'S ARTICLES
OF ASSOCIATION FOR A PERIOD COMMENCING AT THE END OF
THE MEETING AND EXPIRING AT THE END OF THE NEXT AGM OF
CARNIVAL PLC AFTER THE DATE ON WHICH THIS RESOLUTION
IS PASSED AND FOR THAT PERIOD THE SECTION 89 AMOUNT
SHALL BE USD 17,651,130
PROPOSAL #S.21: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE UK COMPANIES ACT 1985
(THE COMPANIES ACT) OF ORDINARY SHARES OF USD 1.66
EACH IN THE CAPITAL OF CARNIVAL PLC PROVIDED THAT: UP
TO A MAXIMUM OF 10,633,211 ORDINARY SHARES, AT A
MINIMUM PRICE EXCLUSIVE OF EXPENSES OF USD 1.66
ORDINARY SHARES AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE LSE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
CARNIVAL PLC IN 2007 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: CARREFOUR SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE EXECUTIVE BOARD S, THE ISSUER NO N/A N/A
STATUTORY AUDITOR'S AND THE MERGER AUDITOR'S REPORTS
PROPOSAL #O.2: APPROVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
THE CONSOLIDATED ACCOUNTS FOR THE 2005 FY
PROPOSAL #O.3: APPROVE TO ALLOCATE THE RESULTS AND SET ISSUER NO N/A N/A
OF THE DIVIDEND
PROPOSAL #O.4: AUTHORIZE THE EXECUTIVE BOARD TO TRADE ISSUER NO N/A N/A
THE COMPANY'S SHARES IN ACCORDANCE WITH THE ARTICLE
L.225-209 OF THE COMMERCIAL LAW
PROPOSAL #E.5: AUTHORIZE THE EXECUTIVE BOARD TO REDUCE ISSUER NO N/A N/A
THE SHARE CAPITAL BY THE WAY OF CANCELLATION OF SHARES
PROPOSAL #E.6: AUTHORIZE THE EXECUTIVE BOARD WITH THE ISSUER NO N/A N/A
VIEW TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES
RESERVED TO THE EMPLOYEES UNDER IN ACCORDANCE WITH THE
L.225-129 OF THE COMMERCIAL LAW
PROPOSAL #E.7: AMEND THE TEXT OF THE ARTICLES 15, 21, ISSUER NO N/A N/A
30 AND 31 OF THE ARTICLES OF ASSOCIATION IN ORDER TO
ADAPT THE RECENT LEGAL AND STATUTORY PROVISIONS
PROPOSAL #E.8: APPROVE THE TRANSFER OF THE REGISTERED ISSUER NO N/A N/A
HEAD OFFICE; FORECASTED DIVIDEND : EUR 1.00; EX DATE :
AS FROM 05 MAY 2006
------------------------------------------------------------------------------------
ISSUER: CBS CORPORATION
TICKER: CBSA CUSIP: 124857103
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DAVID R. ANDELMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH A. CALIFANO, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM S. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIPPE P. DAUMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE S. GORDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE MOONVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHARI REDSTONE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUMNER M. REDSTONE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN N. REESE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH A. SPRIESER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT D. WALTER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP TO SERVE AS CBS
CORPORATION'S INDEPENDENT AUDITOR FOR FISCAL YEAR 2006.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES FOR FOR
RESTATED CBS CORPORATION 2004 LONG-TERM MANAGEMENT
INCENTIVE PLAN.
PROPOSAL #04: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED CBS CORPORATION 2000 STOCK OPTION PLAN FOR
OUTSIDE DIRECTORS.
PROPOSAL #05: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED CBS CORPORATION 2005 RSU PLAN FOR OUTSIDE
DIRECTORS.
PROPOSAL #06: SHAREHOLDER PROPOSAL FOR A SHAREHOLDER YES FOR AGAINST
RECAPITALIZATION PLAN.
------------------------------------------------------------------------------------
ISSUER: CENTRAL JAPAN RAILWAY CO, NAGOYA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: CENTURYTEL, INC.
TICKER: CTL CUSIP: 156700106
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRED R. NICHOLS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARVEY P. PERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JIM D. REPPOND ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOSEPH R. ZIMMEL ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF KPMG LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT AUDITOR FOR 2006.
------------------------------------------------------------------------------------
ISSUER: CHEVRON CORPORATION
TICKER: CVX CUSIP: 166764100
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.F. DEILY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. GINN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.J. O'REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.B. RICE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: AMEND COMPANY BY-LAWS TO INCLUDE SHAREHOLDER YES AGAINST FOR
PROPONENT REIMBURSEMENT
PROPOSAL #04: REPORT ON OIL & GAS DRILLING IN SHAREHOLDER YES ABSTAIN AGAINST
PROTECTED AREAS
PROPOSAL #05: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: ADOPT AN ANIMAL WELFARE POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: REPORT ON HUMAN RIGHTS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: REPORT ON ECUADOR SHAREHOLDER YES ABSTAIN AGAINST
------------------------------------------------------------------------------------
ISSUER: CHI MEI OPTOELECTRONICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ISSUE NEW SHARES THROUGH ISSUER YES FOR N/A
PRIVATE PLACEMENT
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CHI MEI OPTOELECTRONICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RECEIVE THE 2005 BUSINESS OPERATIONS ISSUER YES FOR N/A
PROPOSAL #A.2: RECEIVE THE 2005 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #A.3: APPROVE THE STATUS OF INDIRECT ISSUER YES FOR N/A
INVESTMENT IN PEOPLE'S REPUBLIC OF CHINA FOR YEAR 2005
PROPOSAL #A.4: APPROVE THE STATUS OF PREFERRED STOCKS ISSUER YES FOR N/A
VIA PRIVATE PLACEMENT FOR YEAR 2005
PROPOSAL #A.5: APPROVE THE STATUS OF CAPITAL INJECTION ISSUER YES FOR N/A
VIA ISSUANCE OF NEW SHARES FOR GLOBALDEPOSITARY
RECEIPT IN YEAR 2005
PROPOSAL #B.1.1: RECEIVE THE 2005 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #B.1.2: APPROVE THE 2005 PROFIT DISTRIBUTION; ISSUER YES FOR N/A
PROPOSED CASH DIVIDEND: TWD 0.32 PER SHARE
PROPOSAL #B.1.3: AMEND THE PROCEDURES OF ASSET ISSUER YES AGAINST N/A
ACQUISITION OR DISPOSAL
PROPOSAL #B.1.4: AMEND THE PROCEDURES OF TRADING ISSUER YES AGAINST N/A
DERIVATIVES
PROPOSAL #B.1.5: AMEND THE PROCEDURES OF ENDORSEMENT ISSUER YES AGAINST N/A
AND GUARANTEE
PROPOSAL #B.1.6: AMEND THE PROCEDURES OF MONETARY LOANS ISSUER YES AGAINST N/A
PROPOSAL #B.2.1: APPROVE THE ISSUANCE OF NEW SHARES ISSUER YES FOR N/A
FROM RETAINED EARNINGS AND EMPLOYEE BONUS;PROPOSED
STOCK DIVIDEND: 48 SHARES FOR 1,000 SHARES HELD
PROPOSAL #B.2.2: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #B.2.3: AMEND THE RULES OF THE ELECTION OF ISSUER YES AGAINST N/A
DIRECTORS AND SUPERVISORS
PROPOSAL #B.3: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CHIBA BANK LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
------------------------------------------------------------------------------------
ISSUER: CHINA MOBILE (HONG KONG) LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS OF THE COMPANY AND ITS SUBSIDIARIES
FOR THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2005
PROPOSAL #3.1: RE-ELECT MR. LU XIANGDONG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: RE-ELECT MR. XUE TAOHAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: RE-ELECT MR. SHA YUEJIA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: RE-ELECT MR. LIU AILI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: RE-ELECT MR. XIN FANFEI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: RE-ELECT MR. XU LONG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: RE-ELECT MR. LO KA SHUI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: RE-ELECT MR. MOSES CHENG MO CHI AS A ISSUER YES FOR N/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, PURSUANT TO THE ISSUER YES FOR N/A
APPROVAL IN THE PARAGRAPH (A) ABOVE SHALL NOT EXCEED
OR REPRESENT MORE THAN 10% OF AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY, 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 WITH THE
AGGREGATE NOMINAL AMOUNT 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 THE HONG KONG
AND THE STOCK EXCHANGE OF HONG KONG LIMITED
AUTHORITY EXPIRES TILL THE NEXT AGM OF THE COMPANY
PROPOSAL #6.: APPROVE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES AGAINST N/A
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 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 DIRECTORS TO EXERCISE THE ISSUER YES FOR N/A
POWERS OF THE COMPANY REFERRED TO IN RESOLUTION 6 IN
RESPECT OF THE SHARE CAPITAL OF THE COMPANY AS
SPECIFIED
PROPOSAL #S.8: APPROVE TO CHANGE THE NAME OF THE ISSUER YES FOR N/A
COMPANY FROM CHINA MOBILE (HONG KONG) LIMITED TO
CHINA MOBILE LIMITED
------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL ISSUER YES ABSTAIN N/A
STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF HK0.466 PER ISSUER YES ABSTAIN N/A
SHARE FOR FYE 31 DEC 2005
PROPOSAL #3.1: RE-ELECT MR. JOSE MARIA ALVAREZ-PALLETE ISSUER YES ABSTAIN N/A
AS A DIRECTOR
PROPOSAL #3.2: RE-ELECT MR. ZHANG XIAOTIE AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: RE-ELECT MR. MIAO JIANHUA AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: RE-ELECT MR. JOHN LAWSON THORNTON AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #3.5: RE-ELECT MR. VICTOR CHA MOU ZING AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #4.: RE-APPOINT MESSRS. ISSUER YES ABSTAIN N/A
PRICEWATERHOUSECOOPERS AS THE AUDITORS AND AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, DURING THE ISSUER YES ABSTAIN N/A
RELEVANT PERIOD TO PURCHASE SHARES OF USD 0.04 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 THE SECURITIES OF THE COMPANY MAY BE LISTED AND
WHICH IS RECOGNIZED BY THE SECURITIES AND FUTURES
COMMISSION OF HONG KONG AND THE STOCK EXCHANGE OF HONG
KONG LIMITED, NOT EXCEED OR REPRESENT 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 AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES ABSTAIN N/A
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 , NOT EXCEEDING THE AGGREGATE OF
A) 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY; B) 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 ,
OTHERWISE THAN PURSUANT TO I) A RIGHTS; OR II) THE
EXERCISE OF OPTIONS GRANTED UNDER ANT SHARE OPTION
SCHEME ADOPTED BY THE COMPANY; OR III) ANY SCRIPT
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; 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
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES ABSTAIN N/A
TO EXERCISE THE POWERS OF THE COMPANY REFER TO IN THE
RESOLUTION 6 IN THE NOTICE OF THIS MEETING IN RESPECT
OF THE SHARE CAPITAL OF THE COMPANY AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE RULES OF THE SHARE OPTION ISSUER YES ABSTAIN N/A
SCHEME OF THE COMPANY SHARE OPTION SCHEME AS
SPECIFIED, SUBJECT TO SUCH MODIFICATIONS OF THOSE
AMENDMENTS TO THE RULES OF THE SHARE OPTION SCHEME AS
THE DIRECTORS OF THE COMPANY MAY CONSIDER TO TAKE IN
TO ACCOUNT THE REQUIREMENTS OF THE STOCK EXCHANGE OF
HONG KONG LIMITED AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO ADOPT THE AMENDMENTS TO THE RULES OF THE
SHARE OPTION SCHEME AND DO ALL ACTS AND THINGS
NECESSARY TO CARRY SUCH AMENDMENTS AND MODIFICATIONS
IF ANY INTO EFFECT
PROPOSAL #2.: AMEND THE TERMS OF OPTIONS GRANTED UNDER ISSUER YES ABSTAIN N/A
THE SHARE OPTION SCHEME AS SPECIFIED, SUBJECT TO SUCH
MODIFICATIONS OF THOSE AMENDMENTS TO THE TERMS OF
OPTIONS GRANTED UNDER THE SHARE OPTION SCHEME AS THE
DIRECTORS OF THE COMPANY MAY CONSIDER NECESSARY TO
TAKE INTO ACCOUNT THE REQUIREMENTS OF THE STOCK
EXCHANGE OF HONG KONG LIMITED AND AUTHORIZE THE
DIRECTORS OF THE COMPANY TO ADOPT THE AMENDMENTS TO
THE TERMS AND OPTIONS GRANTED UNDER THE SHARE OPTION
SCHEME AND DO ALL ACTS AND THINGS NECESSARY TO CARRY
SUCH AMENDMENTS AND MODIFICATIONS IF ANY INTO EFFECT
------------------------------------------------------------------------------------
ISSUER: CHINA PETE & CHEM CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/19/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE COMPANY TO ISSUE IN ONE ISSUER YES FOR N/A
ORE MORE MULTIPLE TRANCHES A SHORT-TERM COMMERCIAL
PAPER OF AN AGGREGATE PRINCIPLE AMOUNT UP TO 10% OF
THE NET ASSETS VALUE AS SPECIFIED AND UP TO MAXIMUM
AMOUNT FOR ISSUE OF SHORT-TERM COMMERCIAL PAPER AS
APPROVED BY THE PEOPLE'S BANK OF CHINA THE PBOC
AFTER SHAREHOLDERS APPROVAL, PURSUANT TO THE
ADMINISTRATIVE MEASURES ON SHORT-TERM COMMERCIAL PAPER
PROMULGATED BY THE PBOC AND ANY OTHER APPLICABLE
REGULATIONS; AND AUTHORIZE THE BOARD OR ANY TWO MORE
DIRECTORS TO DETERMINE THE TERMS AND CONDITIONS AND
ANY RELEVANT MATTERS IN RELATION TO THE ISSUE OF
SHORT-TERM COMMERCIAL PAPER IN VIEW OF THE DEMAND OF
THE COMPANY AND THE MARKET CONDITIONS, INCLUDING BUT
NOT LIMITED TO THE FINAL PRINCIPAL AMOUNT, INTEREST
RATE AND TERM OF MATURITY OF THE SHORT-TERM COMMERCIAL
PAPER AS SPECIFIED AND THE PREPARATION AND EXECUTION
OF ALL NECESSARY DOCUMENTS
------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE 2ND SESSION OF ISSUER YES FOR N/A
THE BOARD OF DIRECTORS OF SINOPEC CORPORATION
INCLUDING THE REPORT OF THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION FOR THE YEAR 2005
PROPOSAL #2.: APPROVE THE REPORT OF THE 2ND SESSION OF ISSUER YES FOR N/A
THE SUPERVISORY COMMITTEE OF SINOPECCORPORATION
INCLUDING THE REPORT OF THE SUPERVISORY COMMITTEE OF
SINOPEC CORPORATION FOR THE YEAR 2005
PROPOSAL #3.: APPROVE THE AUDITED ACCOUNTS AND AUDITED ISSUER YES FOR N/A
CONSOLIDATED ACCOUNTS OF SINOPEC CORPORATION FOR THE
YE 31 DEC 2005
PROPOSAL #4.: APPROVE THE PLAN FOR PROFIT ISSUER YES FOR N/A
APPROPRIATION AND THE FINAL DIVIDEND OF SINOPEC
CORPORATION FOR THE YE 31 DEC 2005
PROPOSAL #5.: APPOINT THE PRC AND THE INTERNATIONAL ISSUER YES FOR N/A
AUDITORS OF SINOPEC CORPORATION FOR THEYEAR 2006 AND
AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #6.1: ELECT MR. CHEN TONGHAI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.2: ELECT MR. ZHOU YUAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.3: ELECT MR. WANG TIANPU AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.4: ELECT MR. ZHANG JIANHUA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.5: ELECT MR. WANG ZHIGANG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.6: ELECT MR. DAI HOULIANG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.7: ELECT MR. FAN YIFEI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.8: ELECT MR. YAO ZHONGMIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.9: ELECT MR. SHI WANPENG AS AN INDEPENDENT ISSUER YES FOR N/A
NON-EXECUTIVE DIRECTOR
PROPOSAL #6.10: ELECT MR. LIU ZHONGLI AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #6.11: ELECT MR. LI DESHUI AS AN INDEPENDENT ISSUER YES FOR N/A
NON-EXECUTIVE DIRECTOR
PROPOSAL #7.1: ELECT MR. WANG ZUORAN AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.2: ELECT MR. ZHANG YOUCAI AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.3: ELECT MR. KANG XIANZHANG AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.4: ELECT MR. ZOU HUIPING AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #7.5: ELECT MR. LI YONGGUI AS A ISSUER YES FOR N/A
REPRESENTATIVE SUPERVISORS OF THE 3RD SESSION OF THE
SUPERVISORY COMMITTEE OF SINOPEC CORPORATION
PROPOSAL #8.: APPROVE THE SERVICE CONTRACTS BETWEEN ISSUER YES FOR N/A
SINOPEC CORPORATION AND THE DIRECTORS OF THE 3RD
SESSION OF THE BOARD OF DIRECTORS AND THE SUPERVISORS
OF THE 3RD SESSION OF THE SUPERVISORY COMMITTEE
INCLUDING EMOLUMENTS PROVISIONS
PROPOSAL #9.: APPROVE MAJOR CONTINUING CONNECTED ISSUER YES AGAINST N/A
TRANSACTIONS, AMENDMENTS OF AGREEMENTS, NON-MAJOR
CONTINUING CONNECTED TRANSACTIONS AND CAPS FOR MAJOR
CONTINUING CONNECTED TRANSACTIONS AND AUTHORIZE THE
BOARD OF DIRECTORS OF SINOPEC CORPORATION TO, AT ITS
DISCRETION TAKE ANY OTHER ACTION OR ISSUE ANY OTHER
DOCUMENTS NECESSARY TO IMPLEMENT THE MAJOR CONTINUING
CONNECTED TRANSACTIONS AND SUPPLEMENTAL AGREEMENTS FOR
CONNECTED TRANSACTIONS
PROPOSAL #s.10: APPROVE THE ISSUE AS COMMERCIAL PAPER ISSUER YES AGAINST N/A
BASED ON PREVAILING MARKET TERMS AND COMPARABLE
COMMERCIAL PAPERS ISSUED IN THE PRC AND THE MAXIMUM
AMOUNT OF THE COMMERCIAL PAPER SHALL NOT EXCEED 10% OF
THE LATEST AUDITED AMOUNT OF THE NET ASSETS AT THE
TIME OF THE ISSUE AND THE EFFECTIVE PERIOD OF THE
APPROVAL SHALL COMMENCE FROM THE DATE ON WHICH THE
RESOLUTION IS APPROVED AT 2005 AGM BY SHAREHOLDERS AND
END ON THE COMPLETION OF THE 2006 AGM AND AUTHORIZE
THE CHAIRMAN TO DETERMINE MATTERS RELEVANT TO THE
ISSUE OF THE COMMERCIAL PAPER BASED ON THE NEEDS OF
SINOPEC CORPORATION AND MARKET CONDITIONS
PROPOSAL #s.11: APPROVE THE PROPOSED AMENDMENTS TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION AND ITS SCHEDULES OF SINOPEC
CORPORATION AND AUTHORIZE THE SECRETARY TO THE BOARD
OF DIRECTORS TO, ON BEHALF OF SINOPEC CORPORATION,
DEAL WITH ALL APPLICATIONS, FILINGS, REGISTRATIONS AND
RECORDING RELEVANT TO THE PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION AND ITS SCHEDULES
------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RE-ELECT MR. WANG XIAOCHU AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR
A TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
DIRECTOR'S SERVICE CONTRACT WITH MR. WANG XIAOCHU, AND
AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DETERMINE HIS REMUNERATION
PROPOSAL #1.2: RE-ELECT MR. LENG RONGQUAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005
AND FOR A TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF
THE COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
DIRECTOR'S SERVICE CONTRACT WITH MR. LENG RONGQUAN,
AND AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DETERMINE HIS REMUNERATION
PROPOSAL #1.3: RE-ELECT MS. WU ANDI AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE COMPANY
TO SIGN ON BEHALF OF THE COMPANY THE DIRECTOR'S
SERVICE CONTRACT WITH MS. WU ANDI, AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO DETERMINE HER
REMUNERATION
PROPOSAL #1.4: RE-ELECT MR. ZHANG JIPING AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR
A TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
DIRECTOR'S SERVICE CONTRACT WITH MR. ZHANG JIPING, AND
AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DETERMINE HIS REMUNERATION
PROPOSAL #1.5: RE-ELECT MS. HUANG WENLIN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR
A TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
DIRECTOR'S SERVICE CONTRACT WITH MS. HUANG WENLIN, AND
AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DETERMINE HER REMUNERATION
PROPOSAL #1.6: RE-ELECT MR. LI PING AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE COMPANY
TO SIGN ON BEHALF OF THE COMPANY THE DIRECTOR'S
SERVICE CONTRACT WITH MR. LI PING, AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO DETERMINE HIS
REMUNERATION
PROPOSAL #1.7: RE-ELECT MR. WEI LEPING AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
DIRECTOR'S SERVICE CONTRACT WITH MR. WEI LEPING, AND
AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DETERMINE HIS REMUNERATION
PROPOSAL #1.8: RE-ELECT MR. YANG JIE AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE COMPANY
TO SIGN ON BEHALF OF THE COMPANY THE DIRECTOR'S
SERVICE CONTRACT WITH MR. YANG JIE, AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO DETERMINE HIS
REMUNERATION
PROPOSAL #1.9: RE-ELECT MR. SUN KANGMIN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
DIRECTOR'S SERVICE CONTRACT WITH MR. SUN KANGMIN, AND
AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DETERMINE HIS REMUNERATION
PROPOSAL #1.10: RE-ELECT MR. LI JINMING AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
DIRECTOR'S SERVICE CONTRACT WITH MR. LI JINMING, AND
AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DETERMINE HIS REMUNERATION
PROPOSAL #1.11: RE-ELECT MR. ZHANG YOUCAI AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR OF THE COMPANY, WITH EFFECT FROM
09 SEP 2005 AND FOR A TERM OF 3 YEARS; AUTHORIZE ANY
DIRECTOR OF THE COMPANY TO SIGN ON BEHALF OF THE
COMPANY THE DIRECTOR'S SERVICE CONTRACT WITH MR. ZHANG
YOUCAI, AND AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY TO DETERMINE HIS REMUNERATION
PROPOSAL #1.12: RE-ELECT MR. VINCENT LO HONG SUI AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR OF THE COMPANY, WITH EFFECT FROM
09 SEP 2005 AND FOR A TERM OF 3 YEARS; AUTHORIZE ANY
DIRECTOR OF THE COMPANY TO SIGN ON BEHALF OF THE
COMPANY THE DIRECTOR'S SERVICE CONTRACT WITH MR.
VINCENT LO HONG SUI, AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY TO DETERMINE HIS REMUNERATION
PROPOSAL #1.13: RE-ELECT MR. SHI WANPENG AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR OF THE COMPANY, WITH EFFECT FROM
09 SEP 2005 AND FOR A TERM OF 3 YEARS; AUTHORIZE ANY
DIRECTOR OF THE COMPANY TO SIGN ON BEHALF OF THE
COMPANY THE DIRECTOR'S SERVICE CONTRACT WITH MR. SHI
WANPENG, AND AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY TO DETERMINE HIS REMUNERATION
PROPOSAL #1.14: RE-ELECT MR. XU ERMING AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR OF THE COMPANY, WITH EFFECT FROM
09 SEP 2005 AND FOR A TERM OF 3 YEARS; AUTHORIZE ANY
DIRECTOR OF THE COMPANY TO SIGN ON BEHALF OF THE
COMPANY THE DIRECTOR'S SERVICE CONTRACT WITH MR. XU
ERMING, AND AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY TO DETERMINE HIS REMUNERATION
PROPOSAL #1.15: ELECT MR. TSE HAU YIN, ALOYSIUS AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR OF THE COMPANY, WITH EFFECT FROM
09 SEP 2005 AND FOR A TERM OF 3 YEARS; AUTHORIZE ANY
DIRECTOR OF THE COMPANY TO SIGN ON BEHALF OF THE
COMPANY THE DIRECTOR'S SERVICE CONTRACT WITH MR. TSE
HAU YIN, ALOYSIUS, AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY TO DETERMINE HIS REMUNERATION
PROPOSAL #2.1: RE-ELECT MS. ZHANG XIUQIN AS A ISSUER YES FOR N/A
SUPERVISOR OF THE COMPANY, WITH EFFECT FROM 09 SEP
2005 AND FOR A TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR
OF THE COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
SUPERVISOR'S SERVICE CONTRACT WITH MS. ZHANG XIUQIN,
AND AUTHORIZE THE SUPERVISORY COMMITTEE OF THE COMPANY
TO DETERMINE HER REMUNERATION
PROPOSAL #2.2: RE-ELECT MS. ZHU LIHAO AS A SUPERVISOR ISSUER YES FOR N/A
OF THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO SIGN ON BEHALF OF THE COMPANY THE
SUPERVISOR'S SERVICE CONTRACT WITH MS. ZHU LIHAO, AND
AUTHORIZE THE SUPERVISORY COMMITTEE OF THE COMPANY TO
DETERMINE HER REMUNERATION
PROPOSAL #2.3: ELECT MR. LI JIAN AS A SUPERVISOR OF ISSUER YES FOR N/A
THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE COMPANY
TO SIGN ON BEHALF OF THE COMPANY THE SUPERVISOR'S
SERVICE CONTRACT WITH MR. LI JIAN, AND AUTHORIZE THE
SUPERVISORY COMMITTEE OF THE COMPANY TO DETERMINE HIS
REMUNERATION
PROPOSAL #2.4: ELECT MR. XU CAILIAO AS A SUPERVISOR OF ISSUER YES FOR N/A
THE COMPANY, WITH EFFECT FROM 09 SEP 2005 AND FOR A
TERM OF 3 YEARS; AUTHORIZE ANY DIRECTOR OF THE COMPANY
TO SIGN ON BEHALF OF THE COMPANY THE SUPERVISOR'S
SERVICE CONTRACT WITH MR. XU CAILIAO, AND AUTHORIZE
THE SUPERVISORY COMMITTEE OF THE COMPANY TO DETERMINE
HIS REMUNERATION
PROPOSAL #S.3.1: AMEND PARAGRAPH 2 OF ARTICLE 21 OF ISSUER YES FOR N/A
THE ARTICLES OF ASSOCIATION OF THE COMPANY ARTICLES
OF ASSOCIATION AS SPECIFIED AND AUTHORIZE THE
DIRECTORS OF THE COMPANY TO TAKE ALL ACTIONS WHICH IN
THEIR OPINION ARE NECESSARY OR DESIRABLE TO COMPLETE
THE PROCEDURES FOR THE APPROVAL AND/OR REGISTRATION
OR FILING OF THE AFOREMENTIONED AMENDMENT OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #S.3.2: AMEND PARAGRAPH 1 OF ARTICLE 94 OF ISSUER YES FOR N/A
THE ARTICLES OF ASSOCIATION AS SPECIFIED AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO TAKE ALL ACTIONS
WHICH IN THEIR OPINION ARE NECESSARY OR DESIRABLE TO
COMPLETE THE PROCEDURES FOR THE APPROVAL AND/OR
REGISTRATION OR FILING OF THE AFOREMENTIONED AMENDMENT
OF THE ARTICLES OF ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE AND RATIFY TO ISSUE SHORT TERM ISSUER YES FOR N/A
COMMERCIAL PAPER OF THE COMPANY, PURSUANT TO WHICH THE
COMPANY MAY, BEFORE THE DATE ON WHICH THE AGM OF THE
COMPANY FOR THE YE 31 DEC 2005 IS HELD, ISSUE SHORT
TERM COMMERCIAL PAPER, IN ONE OR MORE TRANCHES, AND
WITH A MAXIMUM OUTSTANDING REPAYMENT AMOUNT OF RMB 30
BILLION THE PROPOSAL , AND THE FIRST TRANCHE OF ISSUE
OF SHORT TERM COMMERCIAL PAPER UNDER THE PROPOSAL,
WHICH IS EXPECTED TO BE NO MORE THAN RMB 10 BILLION
PROPOSAL #S.2: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR N/A
BOARD , OR ANY TWO OR MORE DIRECTORS OF THE COMPANY
THE DIRECTORS TO: A) DETERMINE THE SPECIFIC TERMS,
CONDITIONS AND OTHER MATTERS OF THE PROPOSAL
INCLUDING, BUT NOT LIMITED TO, THE DETERMINATION OF
THE ACTUAL AGGREGATE AMOUNT, INTEREST RATE, RATING,
GUARANTEE ARRANGEMENTS AND USE OF PROCEEDS OF THE
PROPOSAL ; B) DO ALL SUCH ACTS WHICH ARE NECESSARY AND
INCIDENTAL TO THE PROPOSAL INCLUDING, BUT NOT
LIMITED TO, THE SECURING OF APPROVALS, THE
DETERMINATION OF UNDERWRITING ARRANGEMENTS, AND THE
PREPARATION OF RELEVANT APPLICATION DOCUMENTS ; C) TO
TAKE ALL SUCH STEPS WHICH ARE NECESSARY FOR THE
PURPOSES OF EXECUTING THE PROPOSAL INCLUDING, BUT NOT
LIMITED TO, THE EXECUTION OF ALL REQUISITE
DOCUMENTATION AND THE DISCLOSURE OF RELEVANT
INFORMATION IN ACCORDANCE WITH APPLICABLE LAWS ,
TAKING INTO CONSIDERATION THE SPECIFIC NEEDS OF THE
COMPANY AND OTHER MARKET CONDITIONS, AND RATIFY SUCH
ACTS AND STEPS, TO THE EXTENT THAT ANY OF THE
AFOREMENTIONED ACTS AND STEPS HAVE ALREADY BEEN
UNDERTAKEN BY THE BOARD OR THE DIRECTORS IN CONNECTION
------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 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, THE REPORT OF THE SUPERVISORY COMMITTEE AND
THE REPORT OF THE INTERNATIONAL AUDITORS FOR THE YE
31 DEC 2005 AND AUTHORIZE THE BOARD OF DIRECTORS TO
PREPARE THE BUDGET OF THE COMPANY FOR THE YEAR 2006
PROPOSAL #2.: APPROVE THE PROFIT DISTRIBUTION PROPOSAL ISSUER YES FOR N/A
AND THE DECLARATION PAYMENT OF A FINAL DIVIDEND FOR
THE YE 31 DEC 2005
PROPOSAL #3.: RE-APPOINT KPMG AND KPMG HUAZHEN AS THE ISSUER YES FOR N/A
INTERNATIONAL AUDITORS AND DOMESTIC AUDITORS OF THE
COMPANY RESPECTIVELY FOR YE 31 DEC 2006 AND AUTHORIZE
THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE
AUDITORS
PROPOSAL #4.: APPROVE THE RESIGNATION OF MR. WEI ISSUER YES FOR N/A
LEPING FROM THE POSITION AS AN EXECUTIVE DIRECTOR OF
THE COMPANY
PROPOSAL #S.5.1: APPROVE: THE COMPANY'S ISSUE OF ISSUER YES AGAINST N/A
SHORT-TERM COMMERCIAL PAPER BEFORE END OF OCT 2006
PURSUANT TO THE NOTICE OF THE PEOPLE'S BANK OF CHINA
ON THE ISSUE OF SHORT-TERM COMMERCIAL PAPER BY CHINA
TELECOM CORPORATION LIMITED YIN FA 2005 NO. 286 AND
BASED ON THE NEED OF THE COMPANY AND THE MARKET
CONDITIONS, AND WITH A MAXIMUM OUTSTANDING REPAYMENT
AMOUNT OF RMB 30 BILLION; AND THE COMPANY'S ISSUE OF
SHORT-TERM COMMERCIAL PAPER, IN ONE OR MORE TRANCHES,
FROM END OF OCT 2006 TO THE DAY BEFORE THE DATE ON
WHICH THE AGM OF THE COMPANY FOR THE YE 31 DEC 2006 IS
HELD, AND WITH A MAXIMUM OUTSTANDING REPAYMENT AMOUNT
OF CNY 40 BILLION
PROPOSAL #S.5.2: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
THE COMPANY THE BOARD OR ANY TWO OR MORE DIRECTORS
OF THE COMPANY THE DIRECTORS DULY TAKING INTO
CONSIDERATION THE SPECIFIC NEEDS OF THE COMPANY AND
OTHER MARKET CONDITIONS TO DETERMINE THE SPECIFIC
TERMS CONDITIONS, AND OTHER MATTER OF THE ISSUE
INCLUDING BUT NOT LIMITED TO, THE DETERMINATION OF THE
ACTUAL AGGREGATE AMOUNT, INTEREST RATE, RATING
GUARANTEE ARRANGEMENTS AND USE OF PROCEEDS OF THE
ISSUE TO DO ALL SUCH ACTS WHICH ARE NECESSARY AND
INCIDENTAL TO THE ISSUE INCLUDING, BUT NOT LIMITED
TO, THE SECURING OF APPROVALS, THE DETERMINATION OF
UNDERWRITING ARRANGEMENTS AND THE PREPARATION OF
RELEVANT APPLICATION DOCUMENTS; AND TO TAKE ALL SUCH
STEPS WHICH ARE NECESSARY FOR THE PURPOSES OF
EXECUTING THE ISSUE INCLUDING, BUT NOT LIMITED TO,
THE EXECUTION OF ALL REQUISITE DOCUMENTATION AND THE
DISCLOSURE OF RELEVANT INFORMATION IN ACCORDANCE WITH
APPLICABLE LAWS
PROPOSAL #S.6: APPROVE THE BOARD OF DIRECTORS OF THE ISSUER YES AGAINST N/A
COMPANY, SUBJECT TO PARAGRAPH (C) TO ALLOT, ISSUE AND
DEAL WITH ADDITIONAL SHARES OF THE COMPANY SHARES
AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
WHICH MIGHT REQUIRE THE EXERCISE OF SUCH POWERS BE
HEREBY GENERALLY AND UNCONDITIONALLY; AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY DURING THE RELEVANT
PERIOD TO MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
WHICH MIGHT REQUIRE THE EXERCISE OF SUCH POWERS AFTER
THE END OF THE RELEVANT PERIOD; THE AMOUNT OF
ADDITIONAL DOMESTIC SHARES OR OVERSEAS-LISTED FOREIGN
INVESTED SHARES H SHARES AS THE CASE MAY BE
ALLOTTED, ISSUED AND DEALT WITH OR AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED,
ISSUED AND DEALT WITH EITHER SEPARATELY OR
CONCURRENTLY ONCE EVERY 12 MONTHS BY THE BOARD OF
DIRECTORS OF THE COMPANY PURSUANT TO THE APPROVAL IN
PARAGRAPH (A) OTHERWISE THAN PURSUANT TO (I) RIGHT
ISSUE (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 IN ACCORDANCE
WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY SHALL
NOT EXCEED 20% OF EACH OF THE COMPANY'S EXISTING
DOMESTIC SHARES OF H SHARES, IN ISSUE AT THE DATE OF
PASSING THIS SPECIAL RESOLUTION; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR AFTER 12MONTHS PERIOD FROM THE DATE OF THE
NEXT AGM OF THE COMPANY AS REQUIRED BY LAW
PROPOSAL #S.7: 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 SPECIAL RESOLUTION 6, AND TO MAKE
SUCH APPROPRIATE AND NECESSARY AMENDMENTS TO THE
ARTICLES OF ASSOCIATION OF THE COMPANY AS THEY THINK
FIT TO REFLECT SUCH INCREASES 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: CHUBB CORPORATION
TICKER: CB CUSIP: 171232101
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ZOE BAIRD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHEILA P. BURKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOEL J. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. CORNELIUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. FINNEGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS J. MANGOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR DAVID G SCHOLEY CBE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAYMOND G.H. SEITZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE M. SMALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL E. SOMERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALFRED W. ZOLLAR ISSUER YES FOR FOR
PROPOSAL #02: TO VOTE ON THE ADOPTION OF THE CHUBB ISSUER YES FOR FOR
CORPORATION ANNUAL INCENTIVE COMPENSATION PLAN (2006).
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITOR.
PROPOSAL #04: TO VOTE ON A SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
REGARDING THE MANNER IN WHICH DIRECTORS ARE ELECTED.
PROPOSAL #05: TO VOTE ON A SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
REGARDING POLITICAL CONTRIBUTIONS.
------------------------------------------------------------------------------------
ISSUER: CHUNGHWA PICTURE TUBES CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE REPORT OF THE STATUS OF ISSUER YES FOR N/A
TREASURY STOCK BUY BACK IN 2005
PROPOSAL #1.2: RECEIVE THE REPORT ON THE STATUS OF ISSUER YES FOR N/A
ENDORSEMENT/GUARANTEES
PROPOSAL #1.3: RECEIVE THE REPORT ON THE STATUS OF ISSUER YES FOR N/A
INVESTMENT IN MAINLAND CHINA
PROPOSAL #1.4: RECEIVE THE REPORT ON THE STATUS OF ISSUER YES FOR N/A
2005 OF ISSUANCE AND EXECUTION OF ECB ANDGDR
PROPOSAL #2.1: RATIFY THE BUSINESS OPERATIONS RESULT ISSUER YES FOR N/A
AND FINANCIAL REPORTS OF FY 2005 AND THE SUPERVISORS
REVIEW FINANCIAL REPORTS OF FY 2005
PROPOSAL #2.2: RATIFY THE OFFSETTING DEFICIT OF FY 2005 ISSUER YES FOR N/A
PROPOSAL #2.3: AUTHORIZE THE PRESIDENT FOR SIGNING ISSUER YES FOR N/A
LOAN, FOREIGN EXCHANGE, ENDORSEMENT AND GUARANTEES
PROPOSAL #2.4: APPROVE TO RAISE THE CAPITAL BY RIGHTS ISSUER YES FOR N/A
ISSUES OR TO RAISE CAPITAL VIA RIGHTS ISSUE TO
PARTICIPATE GDR ISSUANCE
PROPOSAL #2.5: AMEND THE COMPANY ARTICLES ISSUER YES AGAINST N/A
PROPOSAL #2.6: AMEND THE RULES OF ELECTION FOR ISSUER YES AGAINST N/A
DIRECTORS AND SUPERVISORS
PROPOSAL #2.7: APPROVE TO OPT FOR TAX EXEMPT IN THE ISSUER YES FOR N/A
COMING 5 YEARS TO BUILD UP PLANTS OF 6G COLOR FILTER
PROPOSAL #2.8: AMEND THE PROCESS PROCEDURES OF ISSUER YES AGAINST N/A
GUARANTEES/ENDORSEMENT
PROPOSAL #3.: OTHERS AND EXTRAORDINARY PROPOSALS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CHUNGHWA TELECOM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE 2005 BUSINESS REPORTS ISSUER YES FOR N/A
PROPOSAL #1.2: RECEIVE THE 2005 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #1.3: RECEIVE THE AUDIT NUMBER OF THE 2004 ISSUER YES FOR N/A
FINANCIAL STATEMENTS
PROPOSAL #1.4: RECEIVE THE REPORT ON THE STATUS OF ISSUER YES FOR N/A
BUYBACK TREASURY STOCK
PROPOSAL #1.5: APPROVE TO REVISE THE CODE OF CONDUCT ISSUER YES FOR N/A
PROPOSAL #1.6: APPROVE THE COMPANY'S ISSUANCE OF ISSUER YES FOR N/A
PREFERRED SHARES BASED ON ARTICLE 12-8 OF THE
TELECOMMUNICATIONS ACT AND ARTICLE 6-1 OF THE ARTICLES
OF INCORPORATION OF THE COMPANY
PROPOSAL #2.1: APPROVE THE 2005 BUSINESS REPORTS AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS
PROPOSAL #2.2: APPROVE THE 2005 PROFIT DISTRIBUTION: ISSUER YES FOR N/A
PROPOSED CASH DIVIDEND: TWD 4.3 PER SHARE
PROPOSAL #3.1: APPROVE THE REVISION TO THE RULES OF ISSUER YES AGAINST N/A
SHAREHOLDER MEETING
PROPOSAL #3.2: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES FOR N/A
RETAINED EARNINGS; PROPOSED STOCK DIVIDEND: 20 FOR
1000 SHARES HELD
PROPOSAL #3.3: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #3.4: APPROVE THE REVISION TO THE PROCEDURES ISSUER YES AGAINST N/A
OF ASSET ACQUISITION OR DISPOSAL
PROPOSAL #3.5: APPROVE THE PROPOSAL OF THE FIXED ISSUER YES FOR N/A
DISBURSEMENT OF REMUNERATION TO THE DIRECTORS AND THE
SUPERVISORS
PROPOSAL #4.: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: CIA VALE DO RIO DOCE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE BOARD OF DIRECTORS ANNUAL ISSUER YES FOR N/A
REPORT, THE FINANCIAL STATEMENTS, RELATING TO FYE 31
DEC 2005
PROPOSAL #A.2: APPROVE TO DISTRIBUTE THE FY'S NET ISSUER YES FOR N/A
PROFITS AND THE BUDGET OF CAPITAL FOR THE YEAR 2005
PROPOSAL #A.3: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR N/A
COMMITTEE
PROPOSAL #A.4: APPROVE TO SET THE DIRECTORS GLOBAL ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #E.1: APPROVE TO SPLIT THE SHARES ISSUED BY ISSUER YES FOR N/A
THE COMPANY, IN WHICH EACH COMMON AND PREFERENTIAL
SHARE ISSUED BY THE COMPANY WOULD COME TO BE
REPRESENTED BY 2 SHARES OF THE SAME TYPE AND CLASS AND
AMEND THE ARTICLES 5 AND 6 OF THE CORPORATE BY-LAWS
PROPOSAL #E.2: AMEND THE CORPORATE BYLAWS OF THE ISSUER YES FOR N/A
COMPANY, IN REGARD TO SECTION II AND SUBSECTION IV OF
CHAPTER IV, WHICH DEAL WITH THE ADVISING COMMITTEES TO
THE BOARD OF DIRECTORS, AS FOLLOWS: A) AMEND THE MAIN
PART OF ARTICLE 15, IN SUCH A WAY AS TO CHANGE THE
NAME OF THE GOVERNANCE AND ETHICS COMMITTEE TO
GOVERNANCE AND SUSTAINABILITY COMMITTEE, B) AMEND
ARTICLE 16, IN SUCH A WAY AS TO INCLUDE IN THE MISSION
OF THE COMMITTEES, ADVISING TO THE BOARD OF DIRECTORS
IN FOLLOWING THE COMPANY'S ACTIVITIES; C) AMEND
ARTICLE 21 BY INCLUSION OF LINE IV TO PROVIDE FOR THE
EXECUTIVE DEVELOPMENT COMMITTEE TO HAVE THE
RESPONSIBILITY TO ISSUE AN OPINION REGARDING POLICIES
CONCERNING HEALTH AND SAFETY, SUPPRESSING, AS A
CONSEQUENCE; THIS RESPONSIBILITY IN RELATION TO THE
GOVERNANCE AND ETHICS COMMITTEE, AS PROVIDED FOR IN
THE CURRENT LINE III OF ARTICLE 25; AND D) AMEND THE
MAIN PART OF ARTICLE 25, IN SUCH A WAY AS TO REPLACE
THE EXPRESSION ETHICS WITH SUSTAINABILITY
PROPOSAL #E.3: APPROVE THE CONSOLIDATION OF THE ISSUER YES FOR N/A
AMENDMENTS TO THE CORPORATE BYLAWS APPROVED BY THE EGM
HELD ON 18 AUG 2004, 27 APR 2005 AND 19 JUL 2005, AS
WELL AS THE AMENDMENTS MENTIONED IN ITEMS E.1 AND E.2,
ABOVE, IF THESE ARE APPROVED
------------------------------------------------------------------------------------
ISSUER: CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: THE ANNUAL SHAREHOLDERS MEETING, HAVING ISSUER YES FOR N/A
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY
APPROVES THE COMPANY'S ACCOUNTS FOR 2005 AND THE
RESULTING PROFIT RECORDED THEREIN OF EUR
270,156,351.29. THE ANNUAL SHAREHOLDERS MEETING
HEREBY APPROVES THE OPERATIONS DESCRIBED IN THE ABOVE
ACCOUNTS AND REPORTS, SPECIFICALLY AND INSOFAR AS
NECESSARY, THOSE AFFECTING THE VARIOUS RESERVE ACCOUNTS
PROPOSAL #O.2: APPROPRIATION OF PROFITS FOR FINANCIAL ISSUER YES FOR N/A
YEAR 2005. UPON RECOMMENDATION BY THE MANAGING
PARTNERS AND AS APPROVED BY THE SUPERVISORY BOARD, THE
ANNUAL SHAREHOLDERS MEETING, IN CONSIDERATION OF A
PROFIT FOR THE YEAR OF EUR 270,156,351.29 THE RESERVE
ACCOUNT WILL AMOUNT TO THE MINIMUM STATUTORY 10% OR
EUR 120.00 OF CAPITAL EUR 8,894,230.50 LESS THE
GENERAL PARTNERS STATUTORY SHARE IN THE AMOUNT OF EUR
261,262,000.79 RESULTING IN A BALANCE OF EUR
163,141,247.14 REPRESENTE AUGMENTED BY PROFITS BROUGHT
FORWARD OF AMOUNTING TO A DISTRIBUTABLE SUM OF EUR
424,403,247.93 HEREBY RULES AS FOLLOWS: I - TO
DISTRIBUTE A TOTAL AMOUNT OF EUR 193,573,293.75 WHICH
AMOUNTS TO A DIVIDEND OF EUR 1.35 PER SHARE. THE DATE
OF EXPIRY FOR DIVIDEND ENTITLEMENTS SHALL BE MAY 16,
2006, UPON WHICH DATE SHARES SHALL BE QUOTED NET OF
THEIR DIVIDEND ENTITLEMENT FOR FINANCIAL YEAR 2005.
NOTE THAT THE PROPOSED DIVIDEND IS ELIGIBLE TO A 40%
TAX REBATE TO THE BENEFIT OF INDIVIDUALS WHOSE FISCAL
RESIDENCE IS IN FRANCE. DIVIDENDS DISTRIBUTED IN
RESPECT OF THE 3 PREVIOUS FINANCIAL YEARS ARE SHOWN IN
THE FOLLOWING TABLE: FINANCIAL YEAR 2002: DIVIDENDS
DISTRIBUTED: EUR 131,867,238.90; DIVIDENDS: 0.93; TAX
CREDIT: 0.465; TOTAL EARNINGS: 1.365; FINANCIAL YEAR
2003: DIVIDENDS DISTRIBUTED: EUR 133,349,933.25;
DIVIDENDS: 0.93; TAX CREDIT: 0.465; TOTAL EARNINGS:
1.365; FINANCIAL YEAR 2004: DIVIDENDS DISTRIBUTED: EUR
179,233,781.25; DIVIDENDS: 1.25; II: TO TRANSFER THE
BALANCE OF EUR 230,829,954.18 TO PROFITS CARRIED
FORWARD
PROPOSAL #O.3: THE ANNUAL SHAREHOLDERS MEETING, ISSUER YES FOR N/A
HAVING HEARD THE MANAGING PARTNER'S REPORT, THE
AUDITORS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HEREBY APPROVES THE CONSOLIDATED ACCOUNTS FOR
2005 AND THE PROFIT RECORDED THEREIN OF EUR
889,423,049.62
PROPOSAL #O.4: ANNUAL SHAREHOLDERS MEETING, HAVING ISSUER YES FOR N/A
HEARD THE SPECIAL AUDITORS REPORT ON REGULATED
AGREEMENTS PURSUANT TO ARTICLE L 226-10 OF THE FRENCH
COMMERCIAL CODE (CODE DE COMMERCE), HEREBY APPROVES
SAID REPORTS AND DULY RECORDS THAT THERE ARE NO SUCH
AGREEMENTS TO BE SUBMITTED FOR APPROVAL
PROPOSAL #O.5: THE ANNUAL SHAREHOLDERS MEETING, ISSUER YES FOR N/A
HAVING HEARD THE MANAGING PARTNERS REPORT AND THE
REPORT OF THE SUPERVISORY BOARD, FIXES AT EUR 320,000
THE GLOBAL ANNUAL FEE ALLOCATED TO THE SUPERVISORY
BOARD
PROPOSAL #O.6: AUTHORIZATION FOR THE COMPANY TO TRADE ISSUER YES FOR N/A
IN ITS OWN SHARES ON THE STOCK MARKET THE ANNUAL
SHAREHOLDERS MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HEREBY AUTHORIZES THE COMPANY TO TRADE IN ITS
OWN SHARES, PURSUANT TO ARTICLE L 225-209 OF THE
FRENCH COMMERCIAL CODE (CODE DE COMMERCE), SUBJECT TO
THE FOLLOWING CONDITIONS: THE MAXIMUM PURCHASE PRICE
SHALL BE EUR 70.00; THE MINIMUM SELLING PRICE SHALL BE
EUR 40.00; THE NUMBER OF SHARES PURCHASED SHALL NOT
EXCEED 10% OF THE TOTAL NUMBER OF EQUITY SHARES, OR A
MAXIMUM AMOUNT OF EUR 1,003,713,340; THE TERM OF THIS
AUTHORIZATION SHALL BE 18 MONTHS STARTING FROM THE
PRESENT DATE. IN THE EVENT OF A CAPITAL INCREASE BY
WAY OF INCORPORATION OF RESERVES AND THE ALLOTMENT OF
FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT OR SHARE
COMBINATION, THE ABOVE PRICES SHALL BE ADJUSTED BY
THE APPLICATION OF A MULTIPLIER COEFFICIENT WHICH
SHALL BE EQUAL TO THE RATIO BETWEEN THE NUMBER OF
EQUITY SHARES BEFORE AND AFTER THE OPERATION
CONCERNED. THIS AUTHORIZATION PURPOSES TO ENABLE THE
COMPANY TO AVAIL ITSELF OF THE RIGHT TO TRADE IN ITS
OWN SHARES FOR THE PURPOSES OF: THE CUSTODY, SALE OR
REMITTANCE BY WAY OF EXCHANGE OR TRANSFER OF SHARES IN
LIEU OF PAYMENT, SPECIFICALLY FOR THE PURPOSES OF
FINANCIAL TRANSACTIONS SUCH AS ACQUISITIONS OR THE
ISSUE OF SHARES CONFERRING DIRECT OR INDIRECT ACCESS
TO EQUITY CAPITAL; THE GRANTING OF SHARES TO THE
COMPANY'S SENIOR AND EXECUTIVE MANAGERS, OR THOSE OF
GROUP SUBSIDIARIES, AS PART OF STOCK OPTION PLANS; THE
CANCELLATION OF SHARES, WHETHER IN ALL OR IN PART,
FOR THE PURPOSES OF OPTIMIZING THE COMPANY'S SHARE
CAPITAL AND NET EARNINGS PER SHARE; THE REGULARIZATION
OF THE STOCK MARKET SHARE PRICE OR SHARE LIQUIDITY BY
AN INVESTMENT SERVICES PROVIDER UNDER A LIQUIDITY
CONTRACT DRAFTED IN ACCORDANCE WITH THE ETHICAL
PRACTICES CHARTER ADOPTED BY THE FRENCH STOCK MARKET
REGULATORY AUTHORITIES (AUTORITE DES MARCHES
FINANCIERS). SHARES MAY BE ACQUIRED AT ANY TIME, ON A
SINGLE OCCASION OR NUMBER OF OCCASIONS, WHETHER IN THE
MARKET, BY MUTUAL AGREEMENT, OR BY ANY OTHER MEANS
AND MORE SPECIFICALLY BY WAY OF THE TRANSFER OF BLOCKS
OF SHARES, THE PURCHASE OF SHARE OPTIONS OR THE USE
OF DERIVATIVE PRODUCTS. FOR THE PURPOSES REFERRED TO
ABOVE, THE ANNUAL SHAREHOLDERS MEETING HEREBY ASSIGNS
TO THE MANAGING PARTNERS, OR ANY ONE OF THE MANAGING
PARTNERS, FULL AUTHORITY TO ENTER INTO CONTRACTS,
COMPLETE ALL DECLARATIONS AND FORMALITIES AND, MORE
GENERALLY, TO CONDUCT ANY AND ALL MEASURES AS SHALL BE
NECESSARY FOR THE IMPLEMENTATION OF DECISIONS TAKEN
AS A RESULT OF THIS AUTHORIZATION. THIS AUTHORIZATION
SUPERSEDES THE RESOLUTION ADOPTED FOR THE SAME PURPOSE
BY THE ORDINARY ANNUAL SHAREHOLDERS MEETING OF MAY
20, 2005
PROPOSAL #O.7: AUTHORIZATION FOR THE COMPANY TO TRADE ISSUER YES FOR N/A
IN ITS OWN SHARES ON THE STOCK MARKET THE ANNUAL
SHAREHOLDERS MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HEREBY AUTHORIZES THE COMPANY TO TRADE IN ITS
OWN SHARES, PURSUANT TO ARTICLE L 225-209 OF THE
FRENCH COMMERCIAL CODE (CODE DE COMMERCE), SUBJECT TO
THE FOLLOWING CONDITIONS: THE MAXIMUM PURCHASE PRICE
SHALL BE EUR 70.00; THE MINIMUM SELLING PRICE SHALL BE
EUR 40.00; THE NUMBER OF SHARES PURCHASED SHALL NOT
EXCEED 10% OF THE TOTAL NUMBER OF EQUITY SHARES, OR A
MAXIMUM AMOUNT OF EUR 1,003,713,340; THE TERM OF THIS
AUTHORIZATION SHALL BE 18 MONTHS STARTING FROM THE
PRESENT DATE. IN THE EVENT OF A CAPITAL INCREASE BY
WAY OF INCORPORATION OF RESERVES AND THE ALLOTMENT OF
FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT OR SHARE
COMBINATION, THE ABOVE PRICES SHALL BE ADJUSTED BY
THE APPLICATION OF A MULTIPLIER COEFFICIENT WHICH
SHALL BE EQUAL TO THE RATIO BETWEEN THE NUMBER OF
EQUITY SHARES BEFORE AND AFTER THE OPERATION
CONCERNED. THIS AUTHORIZATION PURPOSES TO ENABLE THE
COMPANY TO AVAIL ITSELF OF THE RIGHT TO TRADE IN ITS
OWN SHARES FOR THE PURPOSES OF: THE CUSTODY, SALE OR
REMITTANCE BY WAY OF EXCHANGE OR TRANSFER OF SHARES IN
LIEU OF PAYMENT, SPECIFICALLY FOR THE PURPOSES OF
FINANCIAL TRANSACTIONS SUCH AS ACQUISITIONS OR THE
ISSUE OF SHARES CONFERRING DIRECT OR INDIRECT ACCESS
TO EQUITY CAPITAL; THE GRANTING OF SHARES TO THE
COMPANY'S SENIOR AND EXECUTIVE MANAGERS, OR THOSE OF
GROUP SUBSIDIARIES, AS PART OF STOCK OPTION PLANS; THE
CANCELLATION OF SHARES, WHETHER IN ALL OR IN PART,
FOR THE PURPOSES OF OPTIMIZING THE COMPANY'S SHARE
CAPITAL AND NET EARNINGS PER SHARE; THE REGULARIZATION
OF THE STOCK MARKET SHARE PRICE OR SHARE LIQUIDITY BY
AN INVESTMENT SERVICES PROVIDER UNDER A LIQUIDITY
CONTRACT DRAFTED IN ACCORDANCE WITH THE ETHICAL
PRACTICES CHARTER ADOPTED BY THE FRENCH STOCK MARKET
REGULATORY AUTHORITIES (AUTORITE DES MARCHES
FINANCIERS). SHARES MAY BE ACQUIRED AT ANY TIME, ON A
SINGLE OCCASION OR NUMBER OF OCCASIONS, WHETHER IN THE
MARKET, BY MUTUAL AGREEMENT, OR BY ANY OTHER MEANS
AND MORE SPECIFICALLY BY WAY OF THE TRANSFER OF BLOCKS
OF SHARES, THE PURCHASE OF SHARE OPTIONS OR THE USE
OF DERIVATIVE PRODUCTS. FOR THE PURPOSES REFERRED TO
ABOVE, THE ANNUAL SHAREHOLDERS MEETING HEREBY ASSIGNS
TO THE MANAGING PARTNERS, OR ANY ONE OF THE MANAGING
PARTNERS, FULL AUTHORITY TO ENTER INTO CONTRACTS,
COMPLETE ALL DECLARATIONS AND FORMALITIES AND, MORE
GENERALLY, TO CONDUCT ANY AND ALL MEASURES AS SHALL BE
NECESSARY FOR THE IMPLEMENTATION OF DECISIONS TAKEN
AS A RESULT OF THIS AUTHORIZATION. THIS AUTHORIZATION
SUPERSEDES THE RESOLUTION ADOPTED FOR THE SAME PURPOSE
BY THE ORDINARY ANNUAL SHAREHOLDERS MEETING OF MAY
20, 2005
PROPOSAL #E.8: AMENDMENT OF THE COMPANY'S BY-LAWS AS A ISSUER YES FOR N/A
RESULT OF MR RENE ZINGRAFF'S RETIREMENT AS MANAGING
PARTNER AND GENERAL PARTNER THE ANNUAL SHAREHOLDERS
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, TAKES NOTE OF MR RENE ZINGRAFF'S RETIREMENT
AS MANAGING PARTNER AND CONSEQUENTLY AS GENERAL
PARTNER, AND DECIDES ACCORDINGLY TO AMEND THE TEXT OF
ARTICLES 1 AND 3 OF ITS BY-LAWS AS FOLLOWS: ARTICLE 1
- - THE TEXT OF PARAGRAPHS 2 AND 3 IS CHANGED TO READ AS
FOLLOWS: MR EDOUARD MICHELIN AND MR MICHEL ROLLIER,
MANAGING PARTNERS, SOCIETE AUXILIAIRE DE GESTION -
SAGES-, A SIMPLIFIED STOCK COMPANY, WITH A CAPITAL OF
FORTY THOUSAND EUROS WHOSE REGISTERED OFFICE IS AT
CLERMONT-FERRAND (PUY-DE-DOME, FRANCE), ARE APPOINTED
AS GENERAL PARTNERS FOR AN INDEFINITE PERIOD AND WITH
JOINT AND SEVERAL LIABILITY. ARTICLE 3 - PARAGRAPH 6
IS REPLACED BY THE FOLLOWING TEXT: SHOULD THE
MANAGEMENT FUNCTION EXERCISED BY MR EDOUARD MICHELIN
CEASE, FOR ANY CAUSE WHATSOEVER, BEFORE THOSE
EXERCISED BY MR MICHEL ROLLIER, THE COMPANY NAME AND
SIGNATORY STATUS WILL, AS A DIRECT RESULT OF THIS
FACT, REVERT TO: M. ROLLIER ET CIE.
PROPOSAL #E.9: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR N/A
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH SUBSCRIPTION RIGHTS BEING
MAINTAINED THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GIVES THE MANAGING PARTNERS, OR ONE OF THEM,
THE ABILITY TO DECIDE ON ONE OR SEVERAL CAPITAL
INCREASES, BY ISSUING, IN FRANCE OR ABROAD, ORDINARY
SHARES OR SECURITIES GIVING ACCESS BY ALL MEANS,
IMMEDIATELY AND/OR AFTER A CERTAIN LAPSE OF TIME, TO
THE COMPANY'S ORDINARY SHARES, THESE SECURITIES CAN BE
DENOMINATED IN FOREIGN CURRENCIES OR IN WHATEVER
BASKET OF CURRENCIES. THE TERM OF THIS AUTHORIZATION
SHALL BE TWENTY-SIX MONTHS STARTING FROM THE DATE OF
THE PRESENT MEETING. HEREBY RULES AS FOLLOWS: THAT THE
TOTAL AMOUNT OF CAPITAL INCREASES THAT COULD BE
CARRIED OUT IMMEDIATELY AND/OR OVER A CERTAIN LAPSE OF
TIME, CANNOT BE IN EXCESS OF ONE HUNDRED MILLION
EUROS (EUR 100,000,000), OR 35% OF CURRENT ISSUED
CAPITAL, AN AMOUNT TO WHICH WILL BE ADDED, AS THE CASE
MAY BE, THE NOMINAL AMOUNT OF SURPLUS SHARES TO BE
ISSUED IN ORDER TO PROTECT, AS REQUIRED BY LAW,
SECURITY HOLDERS INTERESTS GIVING RIGHT TO THE
ALLOCATION OR THE SUBSCRIPTION OF SHARES; THE NOMINAL
AMOUNT OF DEBT SECURITIES GIVING ACCESS, IMMEDIATELY
AND/OR OVER A CERTAIN LAPSE OF TIME, TO COMPANY SHARES
THAT COULD BE ISSUED PURSUANT TO THIS DELEGATION,
CANNOT EXCEED ONE BILLION EUROS (EUR 1,000,000,000) OR
ITS EQUIVALENT IN ANY OTHER CURRENCY OR BASKET OF
CURRENCIES; THAT THE SHAREHOLDERS HAVE, IN PROPORTION
TO THE AMOUNT OF SHARES HELD, A PREEMPTIVE
SUBSCRIPTION RIGHT, AS THE CASE MAY BE, FOR ANY SHARES
AND/OR SHARE EQUIVALENTS NOT TAKEN UP BY OTHER
SHAREHOLDERS, ORDINARY SHARES AND SECURITIES THAT
COULD BE ISSUED ACCORDING TO THE PRESENT DELEGATION;
THAT IF THE ISSUE IS NOT TAKEN UP IN FULL BY
SHAREHOLDERS EXERCIZING THEIR PRE-EMPTIVE RIGHTS AS
DESCRIBED ABOVE, THE MANAGING PARTNERS WILL BE ABLE TO
OFFER ALL OR SOME OF THE UNSUBSCRIBED SHARES OR SHARE
EQUIVALENTS FOR SUBSCRIPTION BY THE PUBLIC. NOTES
THAT THE PRESENT DELEGATION CANCELS ALL PREVIOUS
PROPOSAL #E.10: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR N/A
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH SUBSCRIPTION RIGHTS BEING
CANCELED THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GIVES THE MANAGING PARTNERS, OR ONE OF THEM,
THE ABILITY TO DECIDE ON ONE OR SEVERAL CAPITAL
INCREASES, BY ISSUING, IN FRANCE OR ABROAD, ORDINARY
SHARES OR SECURITIES GIVING ACCESS BY ALL MEANS,
IMMEDIATELY AND/OR AFTER A CERTAIN LAPSE OF TIME, TO
THE COMPANY'S ORDINARY SHARES, THESE SECURITIES CAN BE
DENOMINATED IN FOREIGN CURRENCIES OR IN WHATEVER
BASKET OF CURRENCIES. THE TERM OF THIS AUTHORIZATION
SHALL BE TWENTY-SIX MONTHS STARTING FROM THE DATE OF
THE PRESENT MEETING. HEREBY RULES AS FOLLOWS: THAT THE
TOTAL AMOUNT OF CAPITAL INCREASES THAT CAN BE CARRIED
OUT IMMEDIATELY AND/OR OVER A CERTAIN LAPSE OF TIME,
CANNOT BE IN EXCESS OF FORTY-THREE MILLION EUROS (EUR
43,000,000), OR 15% OF CURRENT ISSUED CAPITAL; THE
NOMINAL AMOUNT OF DEBT SECURITIES GIVING ACCESS,
IMMEDIATELY AND/OR OVER A CERTAIN LAPSE OF TIME, TO
COMPANY SHARES THAT COULD BE ISSUED PURSUANT TO THIS
DELEGATION, CANNOT EXCEED SEVEN HUNDRED MILLION EUROS
(EUR 700,000,000) OR ITS EQUIVALENT IN ANY OTHER
CURRENCY OR BASKET OF CURRENCIES; TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT TO THESE
DEBT SECURITIES THAT WILL BE ISSUED ACCORDING TO THE
LAW AND TO GRANT THE MANAGING PARTNERS, PURSUANT TO
ARTICLE L 225-135 OF THE FRENCH COMMERCIAL CODE (CODE
DU COMMERCE), THE POWER TO ESTABLISH A PRIORITY
SUBSCRIPTION RIGHT TO THE BENEFIT OF SHAREHOLDERS;
THAT THE SHARE ISSUE PRICE WILL BE AT LEAST EQUAL TO
THE WEIGHTED AVERAGE OF THE FIRST PRICES QUOTED IN THE
LAST THREE STOCK EXCHANGE DAYS PRIOR TO THE DAY WHEN
THE PRICE WAS FIXED, REDUCED, AS THE CASE MAY BE, BY
MAXIMUM 5% STATUTORY BELOW PAR RATING
PROPOSAL #E.11: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR N/A
PARTNERS TO INCREASE THE AMOUNT OF SHARES TO BE ISSUED
IN THE EVENT OF SURPLUS DEMAND WITHIN THE FRAMEWORK
OF CAPITAL INCREASES PURSUANT TO THE 9TH AND 10TH
RESOLUTIONS THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, DELEGATION TO RAISE THE AMOUNT OF ORDINARY
SHARES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE
WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS
WITHIN THIRTY DAYS OF THE END OF SUBSCRIPTION, WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE AND AT THE SAME
PRICE AS THAT FIXED FOR THE ISSUE, WITHIN THE LIMIT OF
CEILINGS RESPECTIVELY SET FORTH IN THE ABOVE NINTH
AND TENTH RESOLUTIONS. THE TERM OF THIS AUTHORIZATION
SHALL BE TWENTY-SIX MONTHS STARTING FROM THE DATE OF
THE PRESENT MEETING
PROPOSAL #E.12: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR N/A
PARTNERS TO DETERMINE THE ISSUING PRICE OF ORDINARY
SHARES OR ANY OTHER SECURITIES GIVING ACCESS TO
CAPITAL, IN THE EVENT OF THE CANCELLATION OF THE
SHAREHOLDERS PREEMPTIVE SUBSCRIPTION RIGHTS, CAPPED
AT 10% PER FINANCIAL YEAR OF THE COMPANY'S CAPITAL THE
ANNUAL SHAREHOLDERS MEETING, HAVING HEARD THE
MANAGING PARTNERS REPORT, THE AUDITORS REPORT AND
THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN DUE
NOTE OF THE CONSENT OF EACH OF THE GENERAL PARTNERS,
AND RULING UNDER THE APPLICABLE QUORUM AND MAJORITY
CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS MEETINGS,
AUTHORIZES THE MANAGING PARTNERS, OR ONE OF THEM,
PURSUANT TO ARTICLE L 225-136 OF THE FRENCH COMMERCIAL
CODE (CODE DE COMMERCE), FOR EACH ISSUE DECIDED UNDER
THE TENTH RESOLUTION ABOVE, CAPPED AT 10% OF ISSUED
CAPITAL, OVER A TWELVE-MONTH PERIOD, TO DEPART FROM
THE PRICE FIXING CONDITIONS SET FORTH IN THE TENTH
RESOLUTION AND TO FIX THE ISSUE PRICE OF ORDINARY
SHARES AND/OR SECURITIES TO BE ISSUED, WITHOUT PRE-
EMPTIVE SUBSCRIPTION RIGHTS, PURSUANT TO ONE OF THE
TWO FOLLOWING OPTIONS: WEIGHTED AVERAGE SHARE PRICE
OVER A MAXIMUM PERIOD OF SIX MONTHS PRIOR TO THE ISSUE
PRICE FIXATION DATE; WEIGHTED AVERAGE SHARE PRICE OF
THE TRADING DAY PRECEDING THE ISSUE PRICE FIXATION
DATE, REDUCED, AS THE CASE MAY BE, IN BOTH CASES, BY A
MAXIMUM 5% BELOW PAR RATE. THE TERM OF THIS
AUTHORIZATION SHALL BE TWENTY-SIX MONTHS STARTING FROM
THE DATE OF THE PRESENT MEETING
PROPOSAL #E.13: CAPITAL INCREASE THROUGH INCORPORATION ISSUER YES FOR N/A
OF RESERVES THE ANNUAL SHAREHOLDERS MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS
REPORT AND THE REPORT OF SUPERVISORY BOARD, HAVING
TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, DELEGATION TO MAKE ONE OR SEVERAL ISSUED CAPITAL
INCREASES, THROUGH INCORPORATION OF A MAXIMUM AMOUNT
OF EUR EIGHTY MILLION (EUR 80,000,000), OF RESERVES,
PROFITS, ISSUE OR CONTRIBUTION PREMIUMS, THROUGH FREE
SHARE ALLOCATIONS OR INCREASE IN THE PAR VALUE OF
EXISTING SHARES OR A COMBINATION OF THE TWO. THE TERM
OF THIS AUTHORIZATION SHALL BE TWENTY-SIX MONTHS
STARTING FROM THE DATE OF THE PRESENT MEETING
PROPOSAL #E.14: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR N/A
PARTNERS TO INCREASE THE COMPANY'S CAPITAL BY ISSUING,
WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, ORDINARY
SHARES USED TO REMUNERATE SHARE CONTRIBUTIONS IN THE
EVENT OF PUBLIC EXCHANGE OFFERINGS OR CONTRIBUTIONS IN
KIND) THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD
THE MANAGING PARTNERS REPORT, THE AUDITORS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, DELEGATION TO ISSUE ORDINARY SHARES: USED TO
REMUNERATE SHARE CONTRIBUTIONS TO THE COMPANY IN THE
EVENT OF PUBLIC EXCHANGE OFFERINGS PURSUANT TO
PROVISIONS OF ARTICLE L 225-148 OF FRENCH COMMERCIAL
CODE (CODE DE COMMERCE); BASED ON A REPORT FROM THE
COMMISSAIRE AUX APPORTS (NON-CASH CONTRIBUTIONS
AUDITOR) AND CAPPED TO 10% OF THE COMPANY'S ISSUED
CAPITAL, TO REMUNERATE CONTRIBUTIONS IN KIND TO THE
COMPANY MADE UP OF EQUITY CAPITAL OR SECURITIES GIVING
ACCESS TO CAPITAL, SHOULD THE PROVISIONS OF ARTICLE L
225-148 OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE)
NOT APPLY. IN ALL CIRCUMSTANCES, ALL CAPITAL INCREASES
CARRIED OUT BY VIRTUE OF THIS AUTHORIZATION WILL BE
INCLUDED IN THE CALCULATION OF THE OVERALL MAXIMUM
AMOUNT AUTHORIZED UNDER THE ABOVE TENTH RESOLUTION.
THE TERM OF THIS AUTHORIZATION SHALL BE TWENTY-SIX
MONTHS STARTING FROM THE DATE OF THE PRESENT MEETING.
NOTES THAT THE PRESENT DELEGATION CANCELS ALL PREVIOUS
DELEGATIONS TO THE SAME PURPOSE
PROPOSAL #E.15: ISSUANCE OF SECURITIES GIVING ISSUER YES FOR N/A
ENTITLEMENT TO DEBT INSTRUMENTS THAT DO NOT GIVE
ACCESS TO CAPITAL THE ANNUAL SHAREHOLDERS MEETING,
HAVING HEARD THE MANAGING PARTNERS REPORT, THE
AUDITORS REPORT AND THE REPORT OF THE SUPERVISORY
BOARD, HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH OF
THE GENERAL PARTNERS, AND RULING UNDER THE APPLICABLE
QUORUM AND MAJORITY CONDITIONS FOR EXTRAORDINARY
SHAREHOLDERS MEETINGS, AUTHORIZES THE MANAGING
PARTNERS, OR ONE OF THEM, TO MAKE ONE OR SEVERAL
ISSUE(S), WITHIN THE LIMIT OF A MAXIMUM NOMINAL AMOUNT
OF ONE BILLION EUROS (EUR 1,000,000,000), ALL
SECURITIES GIVING RIGHT TO THE ALLOCATION, IMMEDIATELY
AND/OR OVER A CERTAIN LAPSE OF TIME, OF DEBT
INSTRUMENTS THAT DO NOT GIVE ACCESS TO CAPITAL,
DENOMINATED EITHER IN EUROS, IN FOREIGN CURRENCIES OR
IN ANY BASKET OF CURRENCIES. THE TERM OF THIS
AUTHORIZATION SHALL BE TWENTY-SIX MONTHS STARTING FROM
THE DATE OF THE PRESENT MEETING. NOTES THAT THE
PRESENT DELEGATION CANCELS ALL PREVIOUS DELEGATIONS TO
THE SAME PURPOSE
PROPOSAL #E.16: CAPITAL INCREASES RESERVED FOR GROUP ISSUER YES FOR N/A
AND GROUP SUBSIDIARY EMPLOYEES THE ANNUAL SHAREHOLDERS
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT,
THE AUDITORS REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, HAVING TAKEN DUE NOTE OF THE
CONSENT OF EACH OF THE GENERAL PARTNERS, AND RULING
UNDER THE APPLICABLE QUORUM AND MAJORITY CONDITIONS
FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, GRANTS THE
MANAGING PARTNERS, OR ONE OF THEM, AS PER THE
PROVISIONS OF ARTICLES L 443-1 AND FOLLOWING OF THE
LABOR CODE AND ARTICLES L 225-129-6 PARAGRAPH 1 AND L
225-138-1 OF FRENCH COMMERCIAL CODE (CODE DE
COMMERCE), TO MAKE ONE OR SEVERAL INCREASE(S) OF THE
COMPANY'S ISSUED CAPITAL, BY ISSUING NEW SHARES
RESERVED FOR THE GROUP'S AND FRENCH OR FOREIGN
SUBSIDIARIES EMPLOYEES AS DEFINED BY ARTICLE L 225-
180 OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE) AND
FOR FRENCH EMPLOYEES HAVING SUBSCRIBED A GROUP SAVINGS
SCHEME. THE TERM OF THIS DELEGATION SHALL BE
TWENTYSIX MONTHS STARTING FROM THE DATE OF THE PRESENT
MEETING. HEREBY RULES AS FOLLOWS: TO CANCEL THE
SHAREHOLDERS PRE-EMPTIVE RIGHTS TO SHARES ISSUED
ACCORDING TO THE PRESENT DELEGATION TO THE BENEFIT OF
THESE EMPLOYEES; TO CAP TO SIX MILLION EUROS (EUR
6,000,000), OR 2% OF CURRENT ISSUED CAPITAL, THE TOTAL
NOMINAL AMOUNT OF CAPITAL INCREASES ALLOWED UNDER
THIS DELEGATION. THIS DELEGATION SUPERSEDES THE
RESOLUTION ADOPTED FOR THE SAME PURPOSE BY THE
ORDINARY ANNUAL SHAREHOLDERS MEETING HELD ON MAY 14,
PROPOSAL #E.17: GRANTING OF SHARE SUBSCRIPTION OPTIONS ISSUER YES FOR N/A
TO THE COMPANY'S SENIOR AND EXECUTIVE MANAGERS, OR
THOSE OF GROUP SUBSIDIARIES, AS PART OF STOCK OPTION
PLANS THE ANNUAL SHAREHOLDERS MEETING, HAVING HEARD
THE MANAGING PARTNERS REPORT, THE AUDITORS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, AUTHORIZES THE MANAGING PARTNERS OR ONE OF
THEM, AS PER PROVISIONS OF ARTICLES L 225-177 AND
FOLLOWING OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE)
AND OF THE BY-LAWS, TO GRANT TO COMPANY DIRECTORS AND
FRENCH OR NON-FRENCH GROUP RELATED COMPANY EMPLOYEES
AS DEFINED BY ARTICLE L 225-180 OF FRENCH COMMERCIAL
CODE (CODE DE COMMERCE), OPTIONS GIVING RIGHTS TO THE
SUBSCRIPTION OF COMPANY SHARES TO BE ISSUED UNDER
CAPITAL INCREASES OR OPTIONS GIVING A RIGHT OF CALLING
EXISTING SHARES PURCHASED BY IT. THE TERM OF THIS
AUTHORIZATION SHALL BE THIRTY EIGHT MONTHS STARTING
FROM THE DATE OF THE PRESENT MEETING. HEREBY RULES AS
FOLLOWS: THAT THE NUMBER OF SHARES ISSUED ON ACCOUNT
OF THE SHARE SUBSCRIPTION OPTIONS GRANTED WOULD BE
LIMITED TO 3,000,000, THAT IS 2% OF THE COMPANY'S
CURRENT ISSUED CAPITAL, THE MAXIMUM PAR VALUE OF
CAPITAL INCREASES SO ALLOWED BEING CAPPED TO SIX
MILLION EUROS (EUR 6,000,000); THAT THE SHARE
SUBSCRIPTION PRICE FOR THE SHARES TO BE ISSUED OR THE
BUYBACK PRICE OF EXISTING SHARES WILL BE FIXED BY THE
MANAGING PARTNERS PURSUANT TO THE LEGAL OR REGULATORY
PROVISIONS IN FORCE ON THE DAY WHEN SAID SHARE
SUBSCRIPTION OR CALL OPTIONS ARE GRANTED, IT BEING
UNDERSTOOD THAT SUCH PRICES CANNOT BE LOWER THAN THE
AVERAGE OF THE OPENING PRICES IN THE TWENTY TRADING
DAYS PRIOR TO THE DAY WHEN SUCH OPTIONS ARE GRANTED,
ROUNDED UP TO THE NEAREST EURO; THAT THE PRICES SO SET
BY THE MANAGING PARTNERS FOR THE SUBSCRIPTION OF NEW
SHARE ISSUES OR THE BUYBACK OF EXISTING SHARES WILL
NOT BE SUBJECT TO REVIEW DURING THE TERM OF THE OPTION
PLANS BARRING ANY ADJUSTMENT, UNDER THE CONDITIONS
PROVIDED BY LAWS OR REGULATIONS THEN IN FORCE, OF THE
SUBSCRIPTION PRICE OF SHARE ISSUE OR BUYBACK PRICE AND
OF THE NUMBER OF SHARES OBJECT OF THE OPTION TO TAKE
INTO ACCOUNT THE IMPACT OF FINANCIAL OPERATIONS
AFFECTING THE VALUE OF THE RIGHTS SO GRANTED; THAT THE
DEADLINE FOR EXERCISING BOTH OF THESE OPTIONS SHALL
NOT EXCEED TEN YEARS AFTER THE GRANTING DATE. NOTES
THAT PURSUANT TO THE PROVISIONS OF ARTICLE L 225-178
OF FRENCH COMMERCIAL CODE (CODE DE COMMERCE), THIS
AUTHORIZATION PROVIDES, FOR THE BENEFIT OF SHARE
SUBSCRIPTION OPTION BENEFICIARIES, AN EXPRESS WAIVING
BY SHAREHOLDERS OF THEIR PRE-EMPTIVE SHARE
SUBSCRIPTION RIGHTS FOR SHARES ISSUED AS THE OPTIONS
ARE CALLED. GRANTS THE MANAGING PARTNERS, OR ONE OF
THEM, ALL POWERS TO SET THE OTHER TERMS AND CONDITIONS
FOR GRANTING AND CALLING OPTIONS, AND IN PARTICULAR
TO FIX THE LIST OF BENEFICIARIES AND NUMBER OF OPTIONS
GRANTED TO EACH OF THEM, TO SET THE SHARE
SUBSCRIPTION OR BUYBACK PRICE OF SHARES OBJECT OF THE
PROPOSAL #E.18: CAPPING OF THE GLOBAL NOMINAL AMOUNT ISSUER YES FOR N/A
OF CAPITAL INCREASES AND BOND OR DEBT ISSUES THE
ANNUAL SHAREHOLDERS MEETING, HAVING HEARD THE
MANAGING PARTNERS REPORT AND THE REPORT OF THE
SUPERVISORY BOARD, HAVING TAKEN DUE NOTE OF THE
CONSENT OF EACH OF THE GENERAL PARTNERS, AND RULING
UNDER THE APPLICABLE QUORUM AND MAJORITY CONDITIONS
FOR EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES TO
SET AT: ONE HUNDRED MILLION EUROS (EUR 100,000,000)
THE MAXIMUM PAR VALUE AMOUNT OF IMMEDIATE OR FUTURE
CAPITAL INCREASES LIABLE TO BE ISSUED PURSUANT TO THE
ABOVE 9TH, 10TH AND 14TH RESOLUTIONS, IT BEING
UNDERSTOOD THAT THIS NOMINAL AMOUNT WILL BE INCREASED
BY THE NOMINAL AMOUNT OF SHARES TO BE ISSUED TO
PRESERVE THE INTERESTS OF HOLDERS OF RIGHTS FOR
ALLOCATION OR SUBSCRIPTION TO OTHER SECURITIES, AS THE
CASE MAY BE; ONE BILLION EUROS (EUR 1,000,000,000) OR
ITS EQUIVALENT IN ANY OTHER CURRENCY OR BASKET OF
CURRENCIES, THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES OR INSTRUMENTS, GIVING ACCESS TO CAPITAL OR
NOT, LIABLE TO BE ISSUED PURSUANT TO THE ABOVE
SEVENTH, NINTH, TENTH AND FIFTEENTH RESOLUTIONS
PROPOSAL #E.19: HARMONIZATION OF THE BY-LAWS WITH THE ISSUER YES AGAINST N/A
NEW REGULATORY REQUIREMENTS THE ANNUAL SHAREHOLDERS
MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT
AND THE REPORT OF THE SUPERVISORY BOARD, HAVING TAKEN
DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL
PARTNERS, AND RULING UNDER THE APPLICABLE QUORUM AND
MAJORITY CONDITIONS FOR EXTRAORDINARY SHAREHOLDERS
MEETINGS, DECIDES TO HARMONIZE THE COMPANY'S BYLAWS
WITH THE NEW LEGAL PROVISIONS REFERRING TO THE LAWS
2003-706 OF AUGUST 1, 2003 AND 2005-842 OF JULY 26,
2005, AND SO TO AMEND THE FOLLOWING ARTICLES OF THE
BY-LAWS: ARTICLE 19, PARAGRAPH 1 - THE TEXT OF THE
FIRST PARAGRAPH OF THIS ARTICLE DEALING WITH REGULATED
AGREEMENTS IS REPLACED BY THE FOLLOWING TO REFLECT
THE NEW 10% SHAREHOLDER VOTING RIGHT THRESHOLD INSTEAD
OF THE PREVIOUS 5% THRESHOLD INDICATED IN THE
PREVIOUS TEXT: ANY AGREEMENT SIGNED EITHER DIRECTLY
OR VIA A THIRD PARTY, BETWEEN THE COMPANY AND ONE OF
THE MANAGING PARTNERS, A SUPERVISORY BOARD MEMBER, A
SHAREHOLDER, OWNING MORE THAN 10% OF THE VOTING
RIGHTS. (THE REST OF THE FIRST PARAGRAPH REMAINS
UNCHANGED) ARTICLE 24, PARAGRAPH 2 - THE TEXT OF THIS
PARAGRAPH THAT CONCERNS THE QUORUM REQUIRED FOR
ORDINARY JOINT SHAREHOLDERS MEETINGS, ON FIRST
CONVENING, IS MODIFIED AS FOLLOWS: THE TERMS: A
QUARTER OF THE SHARES WITH VOTING RIGHTS ATTACHED ARE
REPLACED BY THE FOLLOWING: THE FIFTH OF THE SHARES
WITH VOTING RIGHTS ATTACHED. ARTICLE 26, PARAGRAPH 3
- - THE TEXT OF THIS PARAGRAPH THAT CONCERNS THE QUORUM
REQUIRED FOR EXTRAORDINARY JOINT SHAREHOLDERS
MEETINGS IS MODIFIED AS FOLLOWS: THE TERMS: A THIRD,
AND ON SECOND CONVENING, A QUARTER OF SHARES WITH
VOTING RIGHTS ATTACHED ARE REPLACED BY THE FOLLOWING:
THE QUARTER, AND ON SECOND CONVENING, THE FIFTH OF
SHARES WITH VOTING RIGHTS ATTACHED.
------------------------------------------------------------------------------------
ISSUER: CIMB BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/10/2005 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: (I) TO DISPOSE TO
CIMB GROUP SDN BHD CIMBG , A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY, ALL THE ASSETS INCLUSIVE
OF ITS SHAREHOLDINGS IN ALL ITS SUBSIDIARIES AND
ASSOCIATED COMPANIES AND LIABILITIES OF THE COMPANY
FOR A TOTAL CONSIDERATION TO BE DETERMINED BASED ON
THE CONSOLIDATED NET TANGIBLE ASSETS OF THE COMPANY AS
AT THE CUT-OFF DATE TO BE DETERMINED AFTER OBTAINING
ALL RELEVANT APPROVALS WHICH SHALL BE SATISFIED
THROUGH THE ISSUANCE OF AN EQUIVALENT VALUE OF NEW
ORDINARY SHARES OF MYR 1.00 EACH IN CIMBG AT PAR; (II)
FOR THE ACQUISITION BY CIMBG OF ALL THE ORDINARY
SHARES OF MRY 1.00 EACH IN BUMIPUTRA-COMMERCE BANK
BERHAD BCB HELD BY COMMERCE ASSET-HOLDING BERHAD
CAHB REPRESENTING APPROXIMATELY 99.998% OF THE
ISSUED AND PAID-UP SHARE CAPITAL OF BCB FOR A TOTAL
CONSIDERATION BASED ON APPROXIMATELY 99.998% OF THE
CONSOLIDATED NTA OF BCB AS AT THE CUT-OFF DATE TO BE
DETERMINED AFTER OBTAINING ALL RELEVANT APPROVALS TO
BE SATISFIED VIA THE ISSUANCE OF AN EQUIVALENT VALUE
OF NEW ORDINARY SHARES OF MYR 1.00 EACH IN CIMBG AT
PAR; (III) TO ACCEPT THE MANDATORY TAKE-OVER OFFER
MADE BY CAHB IN ACCORDANCE WITH THE CODE ON TAKE-OVERS
AND MERGERS 1998 TO THE COMPANY FOR ALL ORDINARY
SHARES OF MYR 1.00 EACH IN CIMBG HELD BY THE COMPANY
AFTER THE PROPOSED CIMBB ACQUISITION AND PROPOSED BCB
ACQUISITION FOR A TOTAL CASH CONSIDERATION TO BE
DETERMINED BASED ON MYR 5.50 PER ISSUED AND PAID-UP
ORDINARY SHARE OF MYR 1.00 EACH IN CIMBB AS AT THE
CIMBB CUT-OFF DATE; AND AUTHORIZE THE DIRECTORS TO
SIGN, DO AND EXECUTE ALL RELEVANT AGREEMENTS,
DOCUMENTS, ACTS AND THINGS AS MAY BE REQUIRED FOR OR
IN CONNECTION WITH AND TO GIVE EFFECT TO AND IMPLEMENT
THE PROPOSED CIMBB ACQUISITION, PROPOSED BCB
ACQUISITION AND PROPOSED CIMBG DISPOSAL WITH FULL
POWER TO ASSENT TO ANY CONDITIONS, MODIFICATIONS,
VARIATIONS AND/OR AMENDMENTS AS MAY BE REQUIRED BY THE
RELEVANT AUTHORITIES
PROPOSAL #S.2: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF ORDINARY RESOLUTION: (I) TO INCREASE THE
AUTHORISED SHARE CAPITAL OF THE COMPANY FROM MYR
2,000,000,000 COMPRISING 2,000,000,000 ORDINARY SHARES
OF MYR 1.00 EACH TO MYR 7,000,000,000 COMPRISING
7,000,000,000 ORDINARY SHARES OF MYR 1.00 EACH BY THE
CREATION OF AN ADDITIONAL 5,000,000,000 NEW ORDINARY
SHARES OF MYR 1.00 EACH AND AMEND CLAUSE 7 OF THE
MEMORANDUM OF ASSOCIATION OF THE COMPANY; (II) TO
PROPOSE AND IMPLEMENT THE PROPOSED CIMBB SCHEME TO BE
MADE PURSUANT TO SECTION 176 OF THE COMPANIES ACT,
1965 BETWEEN THE COMPANY, CAHB AND THE SHAREHOLDERS OF
THE COMPANY OTHER THAN CAHB, AND AUTHORIZE THE
DIRECTORS OF THE COMPANY TO TAKE ALL STEPS AND DO ALL
SUCH ACTS, DEEDS AND THINGS AND EXECUTE, SIGN AND
DELIVER ON BEHALF OF THE COMPANY ALL NECESSARY
DOCUMENTS TO GIVE EFFECT TO THE PROPOSED CIMBB SCHEME
INCLUDING DEALING WITH ANY FRACTIONAL SHARES ARISING
WITH FULL POWER TO ASSENT TO ANY CONDITIONS,
MODIFICATIONS, VARIATIONS AND/OR AMENDMENTS IN ANY
MANNER AS MAY BE REQUIRED BY THE COURT OR BY ANY OTHER
RELEVANT AUTHORITY; (III) IN ACCORDANCE WITH THE
TERMS OF THE PROPOSED CIMBB SCHEME, TO CAPITALISE ALL
SUMS STANDING TO THE CREDIT OF THE RETAINED EARNINGS
ACCOUNT OF THE COMPANY (INCLUDING ANY REALISED CAPITAL
GAINS FROM THE DISPOSAL OF ASSETS) IMMEDIATELY PRIOR
TO THE EFFECTIVE DATE BY ALLOTTING AND ISSUING 1 NEW
ORDINARY SHARE OF MYR 1.00 CREDITED AS FULLY PAID UP
FOR EACH RINGGIT MALAYSIA STANDING TO THE CREDIT OF
SUCH ACCOUNT, NO NEW ORDINARY SHARE SHALL BE CREDITED
INTO THE INDIVIDUAL SECURITIES ACCOUNTS OF THE
SHAREHOLDERS OF THE COMPANY AND THE BONUS SHARES SHALL
BE DEALT WITH ONLY IN ACCORDANCE WITH THE TERMS OF
THE PROPOSED CIMBB SCHEME AND THAT THE NEW SHARES
ARISING FROM THE PROPOSED BONUS ISSUE SHALL UPON ISSUE
AND ALLOTMENT, RANK PARI PASSU IN ALL RESPECTS WITH
THE EXISTING ORDINARY SHARES OF THE COMPANY EXCEPT
THAT THEY WILL NOT BE ENTITLED TO ANY DIVIDENDS,
RIGHTS, ALLOTMENT OR OTHER FORMS OF DISTRIBUTION FOR
WHICH THE BOOKS CLOSURE DATE PRECEDES THE DATE OF
ALLOTMENT OF THE NEW ORDINARY SHARES TO BE ISSUED
PURSUANT TO THE PROPOSED BONUS ISSUE, WHEREIN BOOKS
CLOSURE DATE SHALL MEAN THE DATE AS AT THE CLOSE OF
BUSINESS ON WHICH SHAREHOLDERS MUST BE REGISTERED IN
THE COMPANY'S RECORD OF DEPOSITORS IN ORDER TO
PARTICIPATE IN ANY DIVIDEND, RIGHTS, ALLOTMENTS OR
OTHER DISTRIBUTIONS AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO TAKE ALL STEPS AND DO ALL ACTS, DEEDS AND
THINGS AND EXECUTE, SIGN AND DELIVER ON BEHALF OF THE
COMPANY ALL NECESSARY DOCUMENTS TO GIVE FULL EFFECT TO
AND FOR THE PURPOSE OF COMPLETING OR IMPLEMENTING THE
PROPOSED BONUS ISSUE INCLUDING THE POWER TO DEAL WITH
ANY AND ALL FRACTIONS OF A SHARE THAT MAY ARISE UPON
THE PROPOSED BONUS ISSUE IN THE BEST INTERESTS OF THE
COMPANY WITH FULL POWER TO ASSENT TO ANY CONDITIONS,
MODIFICATIONS, VARIATIONS AND/OR AMENDMENTS IN ANY
MANNER AS MAY BE REQUIRED BY THE COURT OR BY ANY OTHER
RELEVANT AUTHORITY; AND (IV) SUBJECT TO THE
CONFIRMATION OF THE COURT, TO EFFECT A CAPITAL
REDUCTION PURS
------------------------------------------------------------------------------------
ISSUER: CIMB BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO THE SANCTION OF THE ISSUER YES FOR N/A
HIGH COURT OF MALAYA AND THE APPROVAL OF ANY OTHER
RELEVANT AUTHORITY, THE IMPLEMENTATION OF THE SCHEME
OF ARRANGEMENT AS SPECIFIED, PROPOSED TO BE MADE
PURSUANT TO SECTIONS 60, 64 AND 176 AND OTHER SECTIONS
OF THE COMPANIES ACT 1965, BETWEEN THE COMPANY,
COMMERCE ASSET-HOLDING BERHAD AND THE SHAREHOLDERS OF
THE COMPANY OTHER THAN COMMERCE ASSET-HOLDING BERHAD
AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS, DEEDS
AND THINGS AS ARE NECESSARY TO GIVE FULL EFFECT TO
AND TO COMPLETE THE PROPOSED SCHEME OF ARRANGEMENT
WITH FULL POWER TO ASSENT TO ANY CONDITIONS,
MODIFICATIONS, VARIATIONS AND/OR AMENDMENTS THAT IS
NOT MATERIAL AS THE DIRECTORS MAY IN THEIR ABSOLUTE
DISCRETION, DEEM FIT AND EXPEDIENT IN THE BEST
------------------------------------------------------------------------------------
ISSUER: CINCINNATI BELL INC.
TICKER: CBB CUSIP: 171871106
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CARL REDFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID SHARROCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEX SHUMATE ISSUER YES FOR FOR
PROPOSAL #02: THE RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM TO AUDIT THE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE YEAR 2006.
------------------------------------------------------------------------------------
ISSUER: CITY LODGE HOTELS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/10/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL ISSUER YES ABSTAIN N/A
STATEMENTS FOR THE YE 30 JUN 2005
PROPOSAL #2.1: RE-ELECT MR. H.R. ENDERLE AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #2.2: RE-ELECT DR. K.I.M. SHONGWE AS A ISSUER YES ABSTAIN N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.1: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 360,000 TO THE CHAIRMAN OF THE BOARD WITH
EFFECT FROM THE YEAR BEGINNING 01 JUL 2005
PROPOSAL #3.2: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 65,000 EACH FOR THEIR SERVICES AS DIRECTORS
PROPOSAL #3.3: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 55,000 TO THE CHAIRMAN OF THE AUDIT
COMMITTEE
PROPOSAL #3.4: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 27,500 EACH TO THE OTHER MEMBERS OF THE
AUDIT COMMITTEE
PROPOSAL #3.5: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 48,000 TO THE CHAIRMAN OF THE REMUNERATION
COMMITTEE
PROPOSAL #3.6: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 24,000 EACH TO THE OTHER MEMBERS OF THE
REMUNERATION COMMITTEE
PROPOSAL #3.7: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 38,000 TO THE CHAIRMAN OF THE RISK
COMMITTEE
PROPOSAL #3.8: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 19,000 TO THE OTHER MEMBERS OF THE RISK
COMMITTEE
PROPOSAL #3.9: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 27,000 TO THE CHAIRMAN OF THE BEE COMMITTEE
PROPOSAL #3.10: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES ABSTAIN N/A
FEES OF ZAR 13,500 TO THE OTHER MEMBERS OF THE BEE
COMMITTEE
PROPOSAL #S.4: AUTHORIZE THE COMPANY OR ANY OF ITS ISSUER YES ABSTAIN N/A
SUBSIDIARIES TO ACQUIRE SHARES ISSUED BY THE COMPANY,
ON THE OPEN MARKET OF JSE, AS DETERMINED BY THE
DIRECTORS, BUT SUBJECT TO THE PROVISIONS OF THE
COMPANIES ACT AND THE LISTING REQUIREMENTS OF THE JSE
LIMITED, 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 ORDINARY
SHARES ACQUIRED THEREAFTER
PROPOSAL #5.: APPROVE TO PLACE SUFFICIENT ORDINARY ISSUER YES ABSTAIN N/A
SHARES IN THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF
THE COMPANY UNDER THE CONTROL OF THE DIRECTORS, AS
ARE REQUIRED FOR PURPOSES OF GIVING EFFECT TO THE CITY
LODGE HOTELS SHARE INCENTIVE SCHEME; AND AUTHORIZE
THE DIRECTORS, SUBJECT TO THE PROVISIONS OF SOUTH
AFRICAN COMPANIES ACT, 1973 (ACT 61 OF 1973), AS
AMENDED, AND THE LISTINGS REQUIREMENTS OF THE JSE
LIMITED, TO ALLOT AND ISSUE SUCH SHARES TO QUALIFYING
EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES ON AND
SUBJECT TO, THE TERMS OF THE SHARE INCENTIVE SCHEME
------------------------------------------------------------------------------------
ISSUER: CLEAR CHANNEL COMMUNICATIONS, INC.
TICKER: CCU CUSIP: 184502102
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ALAN D. FELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PERRY J. LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L. LOWRY MAYS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK P. MAYS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RANDALL T. MAYS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.J. MCCOMBS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHYLLIS B. RIGGINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THEODORE H. STRAUSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.C. WATTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN H. WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN B. ZACHRY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2006.
PROPOSAL #03: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL REGARDING CORPORATE POLITICAL CONTRIBUTIONS.
PROPOSAL #04: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING COMPENSATION COMMITTEE
------------------------------------------------------------------------------------
ISSUER: CNOOC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RE-ELECT MR. FU CHENGYU AS EXECUTIVE ISSUER YES FOR N/A
DIRECTOR, PURSUANT TO CODE PROVISION A.4.2 OF THE CODE
ON CORPORATE GOVERNANCE PRACTICES IN APPENDIX 14 OF
THE RULES GOVERNING THE LISTING OF SECURITIES ON THE
STOCK EXCHANGE OF HONG KONG LIMITED
PROPOSAL #A.2: RE-ELECT MR. WU GUANGQI AS THE ISSUER YES FOR N/A
EXECUTIVE DIRECTOR, WHO RETIRES IN PURSUANT TO CODE
PROVISION A.4.2 OF THE CODE ON CORPORATE GOVERNANCE
PRACTICES IN APPENDIX 14 OF THE RULES GOVERNING THE
LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG
KONG LIMITED
PROPOSAL #A.3: RE-ELECT MR. TSE HAU YIN, ALOYSIUS AS ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR, WHO RETIRES IN
PURSUANT TO CODE PROVISION A.4.2 OF THE CODE ON
CORPORATE GOVERNANCE PRACTICES IN APPENDIX 14 OF THE
RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE PF HONG KONG LIMITED
PROPOSAL #A.4: APPROVE, CONDITIONAL UPON THE AMENDMENT ISSUER YES FOR N/A
OF ARTICLE 89(A) OF THE COMPANY'S ARTICLES OF
ASSOCIATION PURSUANT TO RESOLUTION NUMBER S.B1 BELOW,
THE AGGREGATE REMUNERATION OF THE DIRECTORS OF THE
COMPANY FOR THE CURRENT FY OF THE COMPANY SHALL BE
DETERMINED BY THE BOARD, SUBJECT TO A LIMIT OF HKD
20,000,000
PROPOSAL #S.B1: AMEND THE ARTICLE 89(A) OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION OF THE COMPANY AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: CNOOC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/31/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY THE SUPPLEMENTAL ISSUER YES AGAINST N/A
AGREEMENT IN RELATION TO CERTAIN AMENDMENTS TO THE
EXISTING NON-COMPLETE UNDERTAKING AND AUTHORIZE THE
DIRECTOR OF THE COMPANY TO DO ALL SUCH FURTHER ACTS
AND THINGS AND EXECUTE SUCH FURTHER DOCUMENTS OR
SUPPLEMENTAL AGREEMENT OR DEEDS ON BEHALF OF THE
COMPANY AND TAKE ALL SUCH STEPS WHICH IN HIS OPINION
MAY BE NECESSARY, DESIRABLE OR EXPEDIENT TO IMPLEMENT
AND/OR GIVE EFFECT TO THE TERMS OF THE SUPPLEMENTAL
AGREEMENT AND TO MAKE AND AGREE WITH SUCH CHANGES IN
THE TERMS OF THE SUPPLEMENTAL AGREEMENT AS HE MAY IN
HIS DISCRETION CONSIDER NECESSARY, DESIRABLE AND
EXPEDIENT AND IN THE INTEREST OF THE COMPANY
PROPOSAL #2.: APPROVE AND RATIFY THE REVISED CAP FOR ISSUER YES FOR N/A
THE TECHNICAL SERVICES CATEGORY OF CONTINUING
CONNECTED TRANSACTIONS UNDER THE EXISTING WAIVER, AS
SPECIFIED
PROPOSAL #3.: APPROVE, THE NON-EXEMPT CONTINUING ISSUER YES FOR N/A
CONNECTED TRANSACTIONS AS SPECIFIED, WHICH THE COMPANY
EXPECTS TO OCCUR ON A REGULAR AND CONTINUOUS BASIS IN
THE ORDINARY AND USUAL COURSE OF BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES, AS THE CASE MAY BE, AND
TO BE CONDUCTED ON NORMAL COMMERCIAL TERMS AND
AUTHORIZE THE DIRECTOR OF THE COMPANY TO DO ALL SUCH
FURTHER ACTS AND THINGS AND EXECUTE SUCH FURTHER
DOCUMENTS AND TAKE ALL SUCH STEPS WHICH IN THEIR
OPINION MAY BE NECESSARY, DESIRABLE OR EXPEDIENT TO
IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS OF SUCH
TRANSACTIONS
PROPOSAL #4.: APPROVE AND RATIFY THE PROPOSED CAPS FOR ISSUER YES FOR N/A
EACH CATEGORY OF THE NON-EXEMPT CONTINUING CONNECTED
TRANSACTIONS AS SPECIFIED
PROPOSAL #5.: APPROVE AND ADOPT THE EXISTING SHARE ISSUER YES AGAINST N/A
OPTION SCHEME OF THE COMPANY ON 04 FEB 2001 AND
AMENDED ON 06 JUN 2002 IS TERMINATED, AND THE RULES OF
THE NEW SHARE OPTION SCHEME OF THE COMPANY, AS THE
NEW SHARE OPTION SCHEME OF THE COMPANY SUBJECT TO AND
CONDITIONAL UPON THE LISTING COMMITTEE OF THE STOCK
EXCHANGE OF HONG KONG LIMITED GRANTING LISTING OF AND
PERMISSION TO DEAL IN THE SHARES OF THE COMPANY,
REPRESENTING 10% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AS AT THE DATE OF PASSING 5 RESOLUTION, TO BE
ISSUED PURSUANT TO THE EXERCISE OF ANY OPTIONS GRANTED
UNDER THE NEW SHARE OPTION SCHEME AND AUTHORIZE THE
DIRECTORS OF THE COMPANY, AT THEIR ABSOLUTE
DISCRETION, TO GRANT OPTIONS THERE UNDER AND TO ALLOT
AND ISSUE SHARES OF THE COMPANY PURSUANT TO THE
EXERCISE OF SUCH OPTION
------------------------------------------------------------------------------------
ISSUER: CNOOC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RECEIVE THE AUDITED STATEMENT OF ISSUER YES FOR N/A
ACCOUNTS TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND THE AUDITORS THEREON FOR THE YE 31 DEC 2005
PROPOSAL #A.2: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2005
PROPOSAL #A.3.1: RE-ELECT MR. ZHOU SHOUWEI AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #A.3.2: RE-ELECT MR. EVERT HENKES AS A ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #A.3.3: RE-ELECT MR. CAO XINGHE AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #A.3.4: RE-ELECT MR. WU ZHENFANG AS A ISSUER YES FOR N/A
EXECUTIVE DIRECTOR
PROPOSAL #A.3.5: RE-ELECT MR. YANG HUA AS A EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.3.6: RE-ELECT PROFESSOR LAWRENCE J. LAU AS ISSUER YES FOR N/A
AN INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #A.3.7: RE-ELECT DR. EDGAR W.K. CHENG AS A ISSUER YES FOR N/A
NEW INDEPENDENT NON- EXECUTIVE DIRECTOR
PROPOSAL #A.3.8: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
FIX THE REMUNERATION OF EACH OF THE DIRECTORS
PROPOSAL #A.4: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR N/A
THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #B.1: AUTHORIZE THE DIRECTORS, DURING THE ISSUER YES FOR N/A
RELEVANT PERIOD AS SPECIFIED OF ALL THE POWERS OF
THE COMPANY TO REPURCHASE SHARES IN THE CAPITAL OF THE
COMPANY ON THE STOCK EXCHANGE OF HONG KONG LIMITED
STOCK EXCHANGE OR ANY OTHER STOCK EXCHANGE RECOGNIZED
ON WHICH THE SHARES OF THE COMPANY MAY BE LISTED AND
RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION OF
HONG KONG AND THE STOCK EXCHANGE FOR THIS PURPOSE
RECOGNIZED STOCK EXCHANGE , SUBJECT TO AND IN
ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND
REGULATIONS AND THE REQUIREMENTS OF THE RULES
GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE OF HONG KONG LIMITED LISTING RULES AND THE
ARTICLES OF ASSOCIATION THE ARTICLES OF THE COMPANY;
THE AGGREGATE NOMINAL AMOUNT OF SHARES OF THE COMPANY
TO REPURCHASE PURSUANT TO THE APPROVAL AS SPECIFIED
SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY ON THE DATE
OF THE PASSING OF 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 TO BE
HELD BY THE ARTICLES OF THE COMPANY OR ANY APPLICABLE
LAWS
PROPOSAL #B.2: AUTHORIZE THE DIRECTORS, TO ALLOT, ISSUER YES AGAINST N/A
ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE CAPITAL
OF THE COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS INCLUDING BONDS, NOTES, WARRANTS,
DEBENTURES AND SECURITIES CONVERTIBLE INTO SHARES OF
THE COMPANY WHICH MIGHT REQUIRE THE EXERCISE OF SUCH
POWERS EITHER DURING OR AFTER THE RELEVANT PERIOD AS
SPECIFIED ; THE AGGREGATE NOMINAL AMOUNT OF SHARE
CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR
UNCONDITIONALLY TO BE ALLOTTED, ISSUED OR DEALT WITH
WHETHER PURSUANT TO AN OPTION OR OTHERWISE BY THE
DIRECTORS PURSUANT TO THE APPROVAL AS SPECIFIED,
OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; 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 ANY OPTION
GRANTED UNDER ANY SHARE OPTION SCHEMES; OR IV) 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 THE COMPANY; OR V) ANY
ADJUSTMENT, AFTER THE DATE OF GRANT OR ISSUE OF ANY
OPTIONS, RIGHTS TO SUBSCRIBE OR OTHER SECURITIES AS
SPECIFIED, SHALL NOT EXCEED 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE
COMPANY ON THE DATE OF THE PASSING OF THIS RESOLUTION
AND THIS APPROVAL SHALL BE LIMITED ACCORDINGLY;
AUTHORITY EXPIRES THE EARLIER THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLES OF
THE COMPANY OR ANY APPLICABLE LAWS TO BE HELD
PROPOSAL #B.3: APPROVE, SUBJECT TO THE PASSING OF THE ISSUER YES FOR N/A
RESOLUTIONS B.1 AND B.2, THE GENERAL MANDATE GRANTED
TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH
ADDITIONAL SHARES OF THE COMPANY PURSUANT TO THE
RESOLUTION B.2 BE EXTENDED BY THE ADDITION THERETO OF
AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARES CAPITAL OF THE COMPANY REPURCHASED BY THE
COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO THE
RESOLUTION B.1, PROVIDED THAT SUCH AMOUNT SHALL NOT
EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE
PASSING OF THIS RESOLUTION
------------------------------------------------------------------------------------
ISSUER: COLOPLAST A/S
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/14/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT ON THE ISSUER NO N/A N/A
ACTIVITIES OF THE COMPANY IN THE PAST FY
PROPOSAL #2.: RECEIVE AND ADOPT THE AUDITED ANNUAL ISSUER NO N/A N/A
REPORT
PROPOSAL #3.: ADOPT THE ANNUAL REPORT FOR THE ISSUER NO N/A N/A
DISTRIBUTION OF THE PROFIT OR FOR THE TREATMENT OF THE
LOSS
PROPOSAL #4.: AUTHORIZE THE COMPANY'S BOARD, IN ISSUER NO N/A N/A
ACCORDANCE WITH SECTION 48 OF THE DANISH COMPANIES
ACT, TO BUY OWN SHARES REPRESENTING UP TO 10% OF THE
SHARE CAPITAL OF THE COMPANY; MAXIMUM/MINIMUM PRICE TO
BE PAID FOR THE SHARES HAS BEEN DEFINED AS THE MARKET
PRICE AT THE TIME OF PURCHASE +/-10%; AUTHORITY
EXPIRES AT THE 2006 AGM OF THE COMPANY
PROPOSAL #5.1: RE-ELECT MR. PALLE MARCUS AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.2: RE-ELECT MR. NIELS PETER LOUIS-HANSEN ISSUER NO N/A N/A
AS A DIRECTOR
PROPOSAL #5.3: RE-ELECT MR. PETER MAGID AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.4: RE-ELECT MR. TORSTEN E. RASMUSSEN AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #5.5: RE-ELECT MR. INGRID WIIK AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.6: ELECT MR. MICHAEL PRAM RASMUSSEN AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT PRICEWATERHOUSECOOPERS AS THE ISSUER NO N/A N/A
AUDITORS
PROPOSAL #7.: OTHER BUSINESS ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: COMMERCE ASSET-HOLDING BERHAD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/10/2005 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, FOR THE FOLLOWING
TRANSACTIONS: I) THE DISPOSAL BY CIMB BERHAD CIMBB
TO CIMB GROUP SDN BHD CIMBG , A WHOLLY-OWNED
SUBSIDIARY OF CIMBB OF ALL THE ASSETS INCLUSIVE OF
ITS SHAREHOLDINGS IN ALL ITS SUBSIDIARIES AND
ASSOCIATED COMPANIES AND LIABILITIES OF CIMBB FOR A
TOTAL CONSIDERATION BASED ON THE CONSOLIDATED NET
TANGIBLE ASSETS NTA OF CIMBB AS AT THE CUT-OFF DATE
TO BE DETERMINED AFTER OBTAINING ALL RELEVANT
APPROVALS CIMBB CUT-OFF DATE WHICH SHALL BE
SATISFIED THROUGH THE ISSUANCE OF AN EQUIVALENT VALUE
OF NEW ORDINARY SHARES OF MYR 1.00 EACH IN CIMBG AT
PAR PROPOSED CIMBB ACQUISITION ; II) THE DISPOSAL BY
THE COMPANY TO CIMBG OF ALL THE ORDINARY SHARES OF MYR
1.00 EACH IN BUMIPUTRA-COMMERCE BANK BERHAD BCB
HELD BY THE COMPANY REPRESENTING APPROXIMATELY 99.998%
OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BCB FOR A
TOTAL CONSIDERATION BASED ON APPROXIMATELY 99.998% OF
THE CONSOLIDATED NTA OF BCB AS AT THE CUT-OFF DATE TO
BE DETERMINED AFTER OBTAINING ALL RELEVANT APPROVALS
BCB CUT-OFF DATE , TO BE SATISFIED VIA THE ISSUANCE OF
AN EQUIVALENT VALUE OF NEW ORDINARY SHARES OF MYR
1.00 EACH IN CIMBG AT PAR PROPOSED BCB ACQUISITION ;
III) TO MAKE AN OFFER TO CIMBB FOR ALL ORDINARY SHARES
OF MYR 1.00 EACH IN CIMBG HELD BY CIMBB AFTER THE
PROPOSED CIMBB ACQUISITION AND THE PROPOSED BCB
ACQUISITION FOR A TOTAL CASH CONSIDERATION TO BE
DETERMINED BASED ON MYR 5.50 PER ISSUED AND PAID-UP
ORDINARY SHARE OF MYR 1.00 EACH IN CIMBB AS AT THE
CIMBB CUT-OFF DATE VIA A MANDATORY TAKE-OVER OFFER
MADE IN ACCORDANCE WITH THE CODE ON TAKE-OVERS AND
MERGERS 1998 PROPOSED CIMBG ACQUISITION , AND
AUTHORIZE THE DIRECTORS TO SIGN, DO AND EXECUTE ALL
RELEVANT AGREEMENTS, DOCUMENTS, ACTS AND THINGS AS MAY
BE REQUIRED FOR OR IN CONNECTION WITH AND TO GIVE
EFFECT TO AND IMPLEMENT THE PROPOSED CIMBB
ACQUISITION, PROPOSED BCB ACQUISITION AND PROPOSED
CIMBG ACQUISITION WITH FULL POWER TO ASSENT TO ANY
CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
AMENDMENTS AS MAY BE REQUIRED BY THE RELEVANT
AUTHORITIES
PROPOSAL #2.: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
ORDINARY RESOLUTION 1 AND THE APPROVAL OF THE
SHAREHOLDERS OF CIMBB FOR THE PROPOSED CIMBB SCHEME AS
SPECIFIED IN THE COURT CONVENED MEETING OF CIMBB AND
THE APPROVALS OF ALL RELEVANT AUTHORITIES, INCLUDING
THE SANCTION OF THE HIGH COURT OF MALAYA COURT , THE
FOLLOWING: I) FOR CIMBB TO PROPOSE AND IMPLEMENT THE
PROPOSED CIMBB SCHEME TO BE MADE PURSUANT TO SECTION
176 OF THE COMPANIES ACT, 1965 BETWEEN CIMBB, THE
COMPANY AND THE SHAREHOLDERS OF CIMBB OTHER THAN THE
COMPANY, UPON THE TERMS MORE PARTICULARLY SPECIFIED;
II) IN ACCORDANCE WITH THE TERMS OF THE PROPOSED CIMBB
SCHEME, FOR CIMBB, TO CAPITALIZE ALL SUMS STANDING TO
THE CREDIT OF THE RETAINED EARNINGS ACCOUNT OF CIMBB
INCLUDING ANY REALIZED CAPITAL GAINS FROM THE
DISPOSAL OF ASSETS IMMEDIATELY PRIOR TO THE EFFECTIVE
DATE BY ALLOTTING AND ISSUING 1 NEW ORDINARY SHARE OF
MYR 1.00 CREDITED AS FULLY PAID UP FOR EACH RINGGIT
MALAYSIA STANDING TO THE CREDIT OF SUCH ACCOUNT
PROPOSED BONUS ISSUE PROVIDED THAT NO NEW ORDINARY
SHARE SHALL BE CREDITED INTO THE INDIVIDUAL SECURITIES
ACCOUNTS OF THE SHAREHOLDERS OF CIMBB AND THE BONUS
SHARES SHALL BE DEALT WITH ONLY IN ACCORDANCE WITH THE
TERMS OF THE PROPOSED CIMBB SCHEME AND THAT THE NEW
SHARES ARISING FROM THE PROPOSED BONUS ISSUE SHALL
UPON ISSUE AND ALLOTMENT, RANK PARI PASSU IN ALL
RESPECTS WITH THE EXISTING ORDINARY SHARES OF CIMBB
EXCEPT THAT THEY WILL NOT BE ENTITLED TO ANY
DIVIDENDS, RIGHTS, ALLOTMENT OR OTHER FORMS OF
DISTRIBUTION FOR WHICH THE BOOKS CLOSURE DATE
PRECEDES THE DATE OF ALLOTMENT OF THE NEW ORDINARY
SHARES TO BE ISSUED PURSUANT TO THE PROPOSED BONUS
ISSUE, WHEREIN BOOKS CLOSURE DATE SHALL MEAN THE
DATE AS AT THE CLOSE OF BUSINESS ON WHICH SHAREHOLDERS
MUST BE REGISTERED IN THE RECORD OF DEPOSITORS OF
CIMBB IN ORDER TO PARTICIPATE IN ANY DIVIDEND, RIGHTS,
ALLOTMENTS OR OTHER DISTRIBUTIONS; III) SUBJECT TO
THE CONFIRMATION OF THE COURT, FOR CIMBB TO EFFECT A
CAPITAL REDUCTION PURSUANT TO AND IN ACCORDANCE WITH
SECTION 60 AND SECTION 64 OF THE COMPANIES ACT, 1965
BY I) THE CANCELLATION OF THE ENTIRE ISSUED AND PAID
UP CAPITAL OF CIMBB SAVE FOR MYR 2.00 TO BE EFFECTED
BY CANCELING ALL ORDINARY SHARES OF MYR 1.00 EACH IN
CIMBB IMMEDIATELY FOLLOWING THE IMPLEMENTATION OF THE
PROPOSED BONUS ISSUE, SAVE FOR 2 ORDINARY SHARES OF
MYR 1.00 EACH HELD BY THE COMPANY RESULTING IN THE
PAID-UP CAPITAL OF CIMBB BEING REDUCED TO MYR 2.00
REPRESENTED BY 2 ORDINARY SHARES OF MYR 1.00 EACH AND
II) THE CANCELLATION OF ALL AMOUNTS STANDING TO THE
CREDIT OF THE SHARE PREMIUM ACCOUNT OF CIMBB, AND
APPLYING THE ENTIRE CREDIT ARISING THERE FROM IN
REPAYING IN CASH TO ENTITLED SHAREHOLDERS OF CIMBB THE
SUM OF MYR 5.50 PER ORDINARY SHARE OF CIMBB HELD
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE; IV) FOR THE
COMPANY TO UNDERTAKE THE OBLIGATIONS ARISING FROM THE
PROPOSED CIMBB SCHEME; V) FOR THE ISSUANCE BY THE
COMPANY OF SUCH NUMBER OF NEW ORDINARY SHARES OF MYR
1.00 EACH IN THE COMPANY TO THE SHAREHOLDERS OF CIMBB,
WHO HAVE ELECTED VIA A VALID ELECTION NOTICE WITHIN
THE ELECT
PROPOSAL #S.3: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTION 1, THE CHANGE IN THE NAME OF THE COMPANY
FROM COMMERCE ASSET-HOLDING BERHAD TO BUMIPUTRA-
COMMERCE HOLDINGS BERHAD; AND AUTHORIZE THE DIRECTORS
AND COMPANY SECRETARY TO SIGN, DO AND EXECUTE ALL
RELEVANT DOCUMENTS, ACTS AND THINGS AS MAY BE REQUIRED
FOR OR IN CONNECTION WITH AND TO GIVE EFFECT TO THE
CHANGE OF NAME WITH FULL POWER TO ASSENT TO ANY
CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
AMENDMENTS AS MAY BE REQUIRED BY THE RELEVANT
AUTHORITIES
------------------------------------------------------------------------------------
ISSUER: COMPAGNIE DE SAINT-GOBAIN SA, PARIS-LA DEFENSE
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2006 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 AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YE
31 DEC 2005, AS PRESENTED
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 NET INCOME FOR THE FY ISSUER NO N/A N/A
IS OF EUR 525,129,870.16 AND THE PRIOR RETAINED
EARNINGS, ON 31 DEC 2005, ARE OF EUR 1,276,092,914.17,
REPRESENT A TOTAL OF EUR 1,801,222,784.33 AND APPROVE
THE RECOMMENDATION OF THE BOARD OF DIRECTORS AND
RESOLVES: (-) TO CARRY FORWARD: EUR 1,341,593,472.89
(-) TO WITHDRAW TO PAY TO THE SHAREHOLDERS: EUR
67,592,545.80 AS A FIRST DIVIDEND, EUR 392,036,765.64
AS AN ADDITIONAL DIVIDEND, I.E. A TOTAL OF EUR
459,629,311.44. THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.36 PER SHARE, AND WILL ENTITLE TO
THE 40% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE,
THIS DIVIDEND WILL BE PAID ON 22 JUN 2006, AS REQUIRED
BY LAW
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: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER NO N/A N/A
BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 75.00 MINIMUM SALE PRICE: EUR
23.00. MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF
THE SHARE CAPITAL; THE NUMBER OF SHARES ACQUIRED BY
THE COMPANY WITH A VIEW TO THEIR RETENTION OR THEIR
SUBSEQUENT DELIVERY IN PAYMENT OR EXCHANGE AS PART OF
A MERGER, DIVESTMENT OR CAPITAL CONTRIBUTION CANNOT
EXCEED 5% OF ITS CAPITAL, MAXIMUM FUNDS INVESTED IN
THE SHARE BUYBACKS: EUR 2,589,422,025.00,
CORRESPONDING TO THE 34,525,627 SHARES PURCHASED AT
THE PRICE OF EUR 75.00 INFORMATION VALID ON 01APR
2006 ; AUTHORITY IS GIVEN FOR AN 18-MONTH PERIOD ;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES. THIS AUTHORIZATION SUPERSEDES,
FOR THE PART UNUSED AND THE NON PAST PERIOD, THE
AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 09 JUN 2005 IN ITS RESOLUTION NUMBER 5
PROPOSAL #O.6: APPOINT MR. PIERRE-ANDRE DE CHALENDAR ISSUER NO N/A N/A
AS A DIRECTOR, TO REPLACE MR. DANIEL BERNARD FOR A
4-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF THE ISSUER NO N/A N/A
CABINET KPGM AUDIT, DEPARTMENT OF KPMG S.A., AS THE
STATUTORY AUDITOR FOR A 6-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN-PAUL VELLUTINI AS THE DEPUTY AUDITOR FOR A 6-
YEAR PERIOD
PROPOSAL #O.9: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 800,000.00 TO THE DIRECTORS
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER NO N/A N/A
DECIDE ON THE ISSUANCE OF WARRANTS GIVING THE RIGHT TO
SUBSCRIBE, WITH PREFERENTIAL TERMS AND CONDITIONS,
FOR SHARES IN THE COMPANY SAINT-GOBAIN AND THEIR
ALLOTMENT FOR FREE TO ALL OF THE COMPANY'S
SHAREHOLDERS, BEFORE THE END OF THE PERIOD OF PUBLIC
OFFER; THE NOMINAL MAXIMUM AMOUNT OF THE CAPITAL
INCREASE WHICH CAN RESULT FROM THE EXERCISE OF THE
WARRANTS SHALL NOT EXCEED EUR 680,000,000.00,THE
MAXIMUM NUMBER OF EQUITY WARRANTS WHICH CAN BE ISSUED
SHALL NOT EXCEED A NUMBER EQUAL TO THE NUMBER OF
SHARES COMPRISING THE SHARE CAPITAL DURING THE
ISSUANCE OF THE WARRANTS; AUTHORITY IS GRANTED FOR AN
18-MONTH PERIOD ; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: GRANT FULL POWERS TO THE BEARER OF A ISSUER NO N/A N/A
COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT TO
CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: COMPAGNIE FINANCIERE RICHEMONT AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ACCEPT THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF CHF 0.04 PER A BEARER SHARE AND CHF
0.004 PER B BEARER SHARE
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD AND THE ISSUER NO N/A N/A
SENIOR MANAGEMENT
PROPOSAL #4.: RE-ELECT MR. JOHANN RUPERT, MR JEAN-PAUL ISSUER NO N/A N/A
AESCHIMANN, MR. FRANCO COLOGNI, MR. LEO
DESCHUYTENEER, LORD DOURO, MR. YVES-ANDRE ISTEL, MR.
RICHARD LEPEU, MR. SIMON MURRAY, MR. ALAIN DOMINIQUE
PERRIN, MR. ALAN QUASHA, LORD RENWICK OF CLIFTON, MR.
JURGEN SCHREMPP, MR. ERNST VERLOOP AS THE DIRECTORS
PROPOSAL #5.: APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER NO N/A N/A
AUDITORS
------------------------------------------------------------------------------------
ISSUER: COMPANIA ANONIMA NAC. TEL. DE VENEZU
TICKER: VNT CUSIP: 204421101
MEETING DATE: 3/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: THE APPROVAL OF THE ANNUAL REPORT AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2005.
PROPOSAL #02: THE APPROVAL OF THE PAYMENT OF AN ISSUER YES FOR N/A
ORDINARY DIVIDEND FOR 2006 OF BS. 700 PER SHARE
REPRESENTING US$2.28 PER ADS.
PROPOSAL #3A1: ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL) ISSUER YES FOR N/A
AND VICENTE LLATAS (ALTERNATE)
PROPOSAL #3A2: ELECTION OF: DANIEL C. PETRI ISSUER YES FOR N/A
(PRINCIPAL) AND CHRISTOPHER BENNETT (ALTERNATE)
PROPOSAL #3A3: ELECTION OF: JOHN LACK (PRINCIPAL) AND ISSUER YES FOR N/A
CHARLES FALLINI (ALTERNATE)
PROPOSAL #3A4: ELECTION OF: EDWARD MCQUAID (PRINCIPAL) ISSUER YES FOR N/A
AND LUIS ESTEBAN PALACIOS (ALTERNATE)
PROPOSAL #3A5: ELECTION OF: RUTH DE KRIVOY (PRINCIPAL) ISSUER YES FOR N/A
AND IMANOL VALDES C. (ALTERNATE)
PROPOSAL #3A6: ELECTION OF: RICARDO HAUSMANN ISSUER YES FOR N/A
(PRINCIPAL) AND GERMAN GARCIA V. (ALTERNATE)
PROPOSAL #3A7: ELECTION OF: LORENZO MENDOZA ISSUER YES FOR N/A
(PRINCIPAL) AND NICOLAS VEGAS CH. (ALTERNATE)
PROPOSAL #3B: THE CLASS B SHAREHOLDERS WILL ELECT ISSUER YES FOR N/A
ONE (1) PRINCIPAL DIRECTOR AND ITS ALTERNATE.
PROPOSAL #3C: THE CLASS C SHAREHOLDERS (EMPLOYEES ISSUER YES FOR N/A
AND RETIREES), WILL NOMINATE ONE (1) PRINCIPAL
DIRECTOR AND ITS ALTERNATE.
PROPOSAL #04: APPROVAL OF ESPINEIRA, SHELDON Y ISSUER YES FOR N/A
ASOCIADOS- MEMBER FIRM OF PRICEWATERHOUSECOOPERS, AS
EXTERNAL AUDITORS FOR 2006.
PROPOSAL #05: APPOINTMENT OF THE NOMINATED STATUTORY ISSUER YES FOR N/A
AUDITORS: EUDORO BARRETO (PRINCIPAL) AND QUISQUEYA
PLANAS (ALTERNATE).
PROPOSAL #06: AUTHORIZATION TO ISSUE BONDS AND ISSUER YES FOR N/A
COMMERCIAL PAPER.
------------------------------------------------------------------------------------
ISSUER: COMPASS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS OF THE COMPANY FOR THE FYE 30 SEP 2005 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 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 6.5 PENCE ISSUER YES FOR N/A
PER SHARE ON EACH OF THE COMPANY'S ORDINARY SHARES FOR
THE FYE 30 SEP 2005; AND APPROVE SUBJECT TO PASSING
OF THIS RESOLUTION, THE FINAL DIVIDEND WILL BE PAID ON
06 MAR 06 TO SHAREHOLDERS ON THE REGISTER AT THE
CLOSE OF BUSINESS ON 10 FEB 2006
PROPOSAL #4.: ELECT SIR ROY GARDNER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. PETER CAWDRON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. PETER BLACKBURN CBE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. SVEN KADO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #10.: 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, 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 ANY SUBSIDIARY COMPANY WHILE IT IS A
SUBSIDIARY OF THE COMPANY SHALL NOT EXCEED IN
AGGREGATE GBP 125,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF AGM IN 2007
PROPOSAL #11.: AMEND THE COMPASS GROUP LONG-TERM ISSUER YES FOR N/A
INCENTIVE PLAN WHICH SEEK TO INCREASE THE MAXIMUM
AWARD WHICH MAY BE MADE TO A PARTICIPANT IN ANY 1 FY
AND MODIFY THE PERFORMANCE CONDITIONS ATTACHING TO
AWARDS AS SPECIFIED, AND AUTHORIZE THE DIRECTORS OF
THE COMPANY OR A DULY AUTHORIZED COMMITTEE TO TAKE
SUCH STEPS AS ARE NECESSARY OR EXPEDIENT TO IMPLEMENT
THOSE AMENDMENTS
PROPOSAL #12.: AMEND THE COMPASS GROUP MANAGEMENT ISSUER YES FOR N/A
SHARE OPTION PLAN WHICH WILL INTRODUCE A POST-GRANT
PERFORMER CONDITION ATTACHING TO OPTION GRANTS AS
SPECIFIED, AND AUTHORIZE THE DIRECTORS OF THE COMPANY
OR A DULY AUTHORIZED COMMITTEE TO TAKE SUCH STEPS AS
ARE NECESSARY OR EXPEDIENT TO IMPLEMENT THOSE
AMENDMENTS
PROPOSAL #S.13: APPROVE TO RENEW THE POWER CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS BY ARTICLE 12 OF THE COMPANY'S
ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING AT THE
END OF THE NEXT AGM OF THE COMPANY OR 14 FEB 2007 AND
FOR THAT PERIOD THE SECTION 89 AMOUNT IS GBP 10,700,000
PROPOSAL #S.14: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 58 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
THAT ACT OF UP TO 215,566,113 ORDINARY SHARES OF 10
PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 10 PENCE AND THE MAXIMUM PRICE EXCLUSIVE OF
EXPENSES WHICH MAY BE PAID FOR EACH ORDINARY SHARE
WHICH IS THE HIGHER OF 105% OF THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS AND AN AMOUNT EQUAL TO
THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE
AND AN AMOUNT EQUAL TO THE HIGHER OF THE PRICE OF THE
LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT
INDEPENDENT BID AS DERIVED FORM THE LONDON STOCK
EXCHANGE TRADING SYSTEM SETS ; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 09 AUG 2007 ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
------------------------------------------------------------------------------------
ISSUER: COMPASS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE COMPANY AND ITS SUBSIDIARIES ISSUER YES FOR N/A
OF THE SELECT SERVICE PARTNER BUSINESS AS SPECIFIED
AND ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE
DISPOSAL AGREEMENT DATED 08 APR 2006 AS SPECIFIED, AND
AUTHORIZE THE DIRECTORS OF THE COMPANY OR DULY
AUTHORIZED COMMITTEE THEREOF TO 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 SUCH DISPOSAL AND THIS RESOLUTION AND TO
CARRY THE SAME INTO EFFECT WITH SUCH MODIFICATIONS,
VARIATIONS, REVISIONS, WAIVERS OR AMENDMENTS TO THE
DISPOSAL OR ANY DOCUMENTS RELATING THERETO AS THEY
CONSIDER NECESSARY OR EXPEDIENT, PROVIDED SUCH
MODIFICATIONS, VARIATIONS, REVISIONS OR AMENDMENTS ARE
NOT OF A MATERIAL NATURE
------------------------------------------------------------------------------------
ISSUER: COMPUCREDIT CORPORATION
TICKER: CCRT CUSIP: 20478N100
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GREGORY J. CORONA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD W. GILBERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID G. HANNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK J. HANNA, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD R. HOUSE, JR. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DEAL W. HUDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MACK F. MATTINGLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICHOLAS G. PAUMGARTEN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: THOMAS G. ROSENCRANTS ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD L. ARMITAGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARALD J. NORVIK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM K. REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHRYN C. TURNER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006
PROPOSAL #03: DRILLING IN SENSITIVE AREAS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: DIRECTOR ELECTION VOTE STANDARD SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SHAREHOLDER APPROVAL OF FUTURE SHAREHOLDER YES AGAINST FOR
EXTRAORDINARY RETIREMENT BENEFITS FOR SENIOR EXECUTIVES
PROPOSAL #06: ENVIRONMENTAL ACCOUNTABILITY TO SHAREHOLDER YES ABSTAIN AGAINST
COMMUNITIES
PROPOSAL #07: EQUITABLE COMPENSATION OF NON-EMPLOYEE SHAREHOLDER YES AGAINST FOR
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: CONTINENTAL AG, HANNOVER
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2006 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 FY 2005 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 146,360,820.74 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE, EUR
496,111.74 SHALL BE CARRIED FORWARD, EX-DIVIDEND AND
PAYABLE DATE 08 MAY 2006
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, HANOVER AS THE AUDITORS FOR THE FY
2006
PROPOSAL #6.: AUTHORIZE THE COMPANY TO ACQUIRE OWN ISSUER NO N/A N/A
SHARES OF UP TO EUR 37,341,363.20, 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 THE SHARES ARE ACQUIRED
BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 04 NOV
2007; AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO
DISPOSE THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO OFFER SHARES OF UP TO EUR 37,341,363.20 TO
3RD PARTIES IN CONNECTION WITH MERGERS AND
ACQUISITIONS, TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO USE THE SHARES WITHIN THE SCOPE OF THE
COMPANY'S 1999 AND 2004 STOCK OPTION PLANS OR FOR
SATISFYING EXISTING CONVERSION OR OPTION RIGHTS AND TO
RETIRE THE SHARES
PROPOSAL #7.1: ELECT MR. CHRISTIAN STREIFF AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.2: ELECT MR. WALTER FLECKEN AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #7.3: ELECT MR. DIRK DREISKAEMPER AS A ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #8.: APPROVE TO REVOCATE THE EXISTING ISSUER NO N/A N/A
AUTHORIZED CAPITAL 2001 AND 2002, THE CREATION OF NEW
AUTHORIZED CAPITAL, AND THE CORRESPONDING AMENDMENT TO
THE ARTICLES OF ASSOCIATION 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 186,700,000 THROUGH THE ISSUE OF
NEW SHARES AGAINST PAYMENT IN CASH AND/OR KIND, ON OR
BEFORE 04 MAY 2011 AUTHORIZED CAPITAL 2006 ; AND
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH
RIGHTS TO OTHER BONDHOLDERS, FOR A CAPITAL INCREASE OF
UP TO EUR 37,341,363.20 IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF
IDENTICAL SHARES, AND FOR A CAPITAL INCREASE AGAINST
PAYMENT IN KIND IN CONNECTION WITH ACQUISITIONS
PROPOSAL #9.: GRANT AUTHORITY TO ISSUE THE ISSUER NO N/A N/A
CONVERTIBLES OR WARRANT BONDS, THE REVOCATION OF THE
EXISTING CONTINGENT CAPITAL, THE AUTHORIZATION TO
ISSUE CONVERTIBLES AND/OR WARRANT BONDS, THE CREATION
OF NEW CONTINGENT CAPITAL, AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION: A) THE EXISTING CONTINGENT
CAPITAL AS PER SECTIONS 4(2) AND (3) OF THE ARTICLES
OF ASSOCIATION; B) THE AUTHORIZATION OF THE
SHAREHOLDERS MEETING OF 23 MAY 2001 TO ISSUE BONDS OF
UP TO EUR 1,500,000,000 BE REDUCED BY EUR
1,100,000,000; C) THE CONTINGENT CAPITAL OF EUR
140,000,000 AS PER SECTION 6(1) THE ARTICLES OF
ASSOCIATION BE REDUCED TO EUR 31,900,000; D) AUTHORIZE
THE BOARD OF MANAGING DIRECTORS, WITH THE CONSENT OF
THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP TO EUR
6,000,000,000, HAVING A TERM OF UP TO 20 YEARS AND
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR NEW
SHARES OF THE COMPANY, ON OR BEFORE 04 MAY 2011;
SHAREHOLDERS BE GRANTED INDIRECT SUBSCRIPTION RIGHTS
EXCEPT FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP
TO EUR 37,341,363.20 IF SUCH BONDS ARE ISSUED AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS, AND FOR THE GRANTING OF
SUCH RIGHTS TO OTHER BONDHOLDERS; E) THE COMPANY'S
SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO
EUR 149,000,000 THROUGH THE ISSUE OF NEW SHARES,
INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE
EXERCISED
PROPOSAL #10.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW OF COMPANY INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 17(1), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED AT LEAST 30 DAYS
BEFORE THE SHAREHOLDER DEADLINE FOR REGISTERING TO
ATTEND THE MEETING, SECTION 18(1) AND (2), REGARDING
THE DEADLINE FOR REGISTERING TO ATTEND THE
SHAREHOLDERS MEETING BEING THE 7TH DAY PRIOR TO THE
MEETING DATE AND REGISTRATION INCLUDING PROOF OF
SHAREHOLDING AS PER THE 21ST DAY PRIOR TO THE MEETING
DATE, SECTION 18(3) DELETION
PROPOSAL #11.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER NO N/A N/A
CONNECTION WITH THE LAW OF COMPANY INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 19(3) 2, REGARDING THE
CHAIRMAN OF THE SHAREHOLDERS MEETING BEING AUTHORIZED
TO LIMIT THE TIME FOR QUESTIONS AND ANSWERS AT
SHAREHOLDERS MEETINGS
PROPOSAL #12.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
SECTION 5(3) AND (4) DELETION, SECTION 5(2), REGARDING
THE SHAREHOLDERS RIGHT TO CERTIFICATION OF THEIR
SHARES BEING EXCLUDED
------------------------------------------------------------------------------------
ISSUER: COSTCO WHOLESALE CORPORATION
TICKER: COST CUSIP: 22160K105
MEETING DATE: 1/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES D. SINEGAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY H. BROTMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD A. GALANTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL J. EVANS ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENTS TO THE RESTATED 2002 STOCK ISSUER YES AGAINST AGAINST
INCENTIVE PLAN.
PROPOSAL #03: SHAREHOLDER PROPOSAL TO HOLD ANNUAL SHAREHOLDER YES FOR AGAINST
ELECTIONS FOR ALL DIRECTORS.
PROPOSAL #04: SHAREHOLDER PROPOSAL TO ADOPT A VENDOR SHAREHOLDER YES ABSTAIN AGAINST
CODE OF CONDUCT.
PROPOSAL #05: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS.
------------------------------------------------------------------------------------
ISSUER: CREDIT AGRICOLE SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE AUDITORS GENERAL REPORT,
AND APPROVE THE COMPANY'S FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2005; APPROVE THE
CHARGES AND EXPENSES THAT WERE NOT TAX-DEDUCTIBLE OF
EUR 44,109.00 WITH A CORRESPONDING TAX OF EUR 15,408.74
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: ACKNOWLEDGE THAT: THE NET INCOME FOR ISSUER NO N/A N/A
THE FY IS OF EUR 2,450,087,502.11, THE PRIOR RETAINED
EARNINGS IS OF EUR 232,213,796.33 I.E. A TOTAL OF EUR
2,682,301,298.44; APPROVE THAT THIS DISTRIBUTABLE
INCOME BE APPROPRIATED AS FOLLOWS: TO THE LEGAL
RESERVE, 5% OF THE NET INCOME, I.E. EUR
122,504,375.11, TO THE TOTAL DIVIDEND: EUR
1,407,482,962.94, TO THE RETAINED EARNINGS: EUR
1,152,313,960.39; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 0.94 PER SHARE, AND WILL ENTITLE TO
THE 40% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 29 MAY 2006; IN THE
EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON
SUCH DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH
SHARES SHALL BE ALLOCATED TO THE RETAINED EARNINGS
ACCOUNT
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L. 225-38
ET SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: RATIFY THE CO-OPTATION OF MR. JEAN- ISSUER NO N/A N/A
ROGER DROUET AS A DIRECTOR, TO REPLACE MR. JEAN-CLAUDE
PICHON, FOR THE REMAINDER OF MR. JEAN-CLAUDE PICHON'S
TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FYE
31 DEC 2007
PROPOSAL #O.6: ACKNOWLEDGE MR. PIERRE KERFRIDEN'S ISSUER NO N/A N/A
RESIGNATION AND APPOINT MR. BRUNO DE LAAGE AS A
DIRECTOR, FOR THE REMAINDER OF MR. PIERRE KERFRIDEN'S
TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FYE
31 DEC 2006
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
NOEL DUPUY AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MRS. CAROLE GIRAUD AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
ROGER GOBIN AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. BERNARD MARY AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
MR. JEAN-PIERRE PARGADE AS A DIRECTOR FOR A 3-YEAR
PERIOD
PROPOSAL #O.12: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
THE COMPANY SAS RUE LA BOETIE AS A DIRECTOR FOR A 3-
YEAR PERIOD
PROPOSAL #O.13: ACKNOWLEDGE THAT THE TERM OF OFFICE, ISSUER NO N/A N/A
AS THE STATUTORY AUDITOR, OF THE COMPANY, BARBIER,
FRINAULT ET AUTRES IS OVER AT THE END OF THE PRESENT
MEETING AND APPROVE TO RENEW THE APPOINTMENT OF
BARBIER, FRINAULT ET AUTRES AS THE STATUTORY AUDITOR
FOR A 6-YEAR PERIOD
PROPOSAL #O.14: ACKNOWLEDGE THAT THE TERM OF OFFICE OF ISSUER NO N/A N/A
THE COMPANY PRICEWATERHOUSECOOPERS AUDIT, AS THE
STATUTORY AUDITOR, IS OVER AT THE END OF THE PRESENT
MEETING AND APPROVE TO RENEW THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY AUDITOR
FOR A 6-YEAR PERIOD
PROPOSAL #O.15: ACKNOWLEDGE THAT THE TERM OF OFFICE, ISSUER NO N/A N/A
AS THE DEPUTY AUDITOR, OF MR. PIERRE COLL IS OVER AT
THE END OF THE PRESENT MEETING AND APPROVE TO RENEW
THE APPOINTMENT OF MR. PIERRE COLL AS THE DEPUTY
AUDITOR OF THE COMPANY PRICEWATERHOUSECOOPERS AUDIT
FOR A 6-YEAR PERIOD
PROPOSAL #O.16: ACKNOWLEDGE THAT THE TERM OF OFFICE OF ISSUER NO N/A N/A
MR. ALAIN GROSMAN, AS THE DEPUTY AUDITOR, IS OVER AT
THE END OF THE PRESENT MEETING AND APPOINT AS THE
DEPUTY AUDITOR OF THE COMPANY BARBIER, FRINAULT ET
AUTRES, THE COMPANY PICARLE ET ASSOCIES FOR A 6-YEAR
PERIOD
PROPOSAL #O.17: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER NO N/A N/A
EUR 850,000.00 TO THE DIRECTORS
PROPOSAL #O.18: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY THE
ORDINARY SHAREHOLDERS MEETING OF 18 MAY 2005, TO
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 45.00; MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, OR 5% OF ITS
CAPITAL WHEN THE SHARE ARE ACQUIRED BY THE COMPANY
WITH A VIEW TO THEIR RETENTION OR THEIR SUBSEQUENT
DELIVERY IN PAYMENT OR EXCHANGE AS PART OF A MERGER,
DIVESTMENT OR CAPITAL CONTRIBUTION; MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 3,000,000,000.00;
AUTHORITY EXPIRES THE EARLIER OF THE RENEWAL BY
ANOTHER ORDINARY SHAREHOLDERS MEETING OR 18 MONTHS ;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION OF THE UNUSED PART OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 18 MAY 2005,
THE NECESSARY POWERS TO INCREASE THE CAPITAL, ON ONE
OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 4,000,000,000.00, BY ISSUANCE,
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF
ORDINARY SHARES OF THE COMPANY AND, OR OF ANY OTHER
SECURITIES GIVING RIGHT BY ALL MEANS TO THE SHARE
CAPITAL; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES, TO CHARGES THE ISSUANCE
COSTS, RIGHTS AND FEES AGAINST THE RELATED PREMIUMS
AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO
RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE NEW
CAPITAL AFTER EACH INCREASE
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION OF THE UNUSED PART OF THE AUTHORIZATION
GRANTED ON 18 MAY 2005, TO INCREASE THE CAPITAL, IN
ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 900,000,000.00, BY
ISSUANCE, WITH OUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, OF
ORDINARY SHARES OF THE COMPANY AND/OR OF ANY OTHER
SECURITIES GIVING ACCESS BY ALL MEANS TO THE SHARE
CAPITAL, THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00; THE WHOLE WITH IN THE LIMIT OF THE
FRACTION UNUSED OF THE CEILINGS SET FORTH IN
RESOLUTION E.19 BEING SPECIFIED THAT ANY ISSUE CARRIED
OUT AS PER THE PRESENT RESOLUTION SHALL COUNT AGAINST
THE OR THE SAID CORRESPONDING CEILING CEILINGS ;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; TO CHARGE THE ISSUANCE COSTS, RIGHTS AND
FEES AGAINST THE RELATED AND FEES AGAINST THE RELATED
PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS
NECESSARY TO RAISE THE LEGAL RESERVE TO 1/10 OF THE
NEW CAPITAL AFTER EACH INCREASE
PROPOSAL #E.21: 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, FOR EACH OF THE ISSUES
WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, AT THE SAME PRICE AS THE INITIAL ISSUE,
WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION
PERIOD AND UP TO A MAXIMUM OF 15% OF THE INITIAL
ISSUE; AUTHORITY EXPIRES AT THE CONCLUSION OF 26
MONTHS ; THE MAXIMUM AMOUNT OF THE CAPITAL INCREASES
REALIZED ACCORDINGLY TO THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE LIMIT OF THE OVERALL CEILINGS OF
CAPITAL INCREASE SET FORTH IN RESOLUTIONS E.19 AND E.20
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL UP TO 10% OF THE SHARE
CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN
KIND GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL
SECURITIES OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL; AUTHORITY EXPIRES AT THE CONCLUSION OF 26
MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THE MAXIMUM
AMOUNT OF THE CAPITAL INCREASES REALIZED ACCORDINGLY
TO THE PRESENT DELEGATION, SHALL COUNT AGAINST THE
LIMIT OF THE OVERALL CEILINGS SET FORTH IN RESOLUTION
E.20
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS ISSUER NO N/A N/A
WITHIN THE LIMIT OF 5% OF THE COMPANY'S SHARE CAPITAL
PER YEAR, TO SET THE ISSUE PRICE OF THE ORDINARY
SHARES OR SECURITIES TO BE ISSUED, IN ACCORDANCE WITH
THE TERMS AND CONDITIONS DETERMINED BY THE
SHAREHOLDER'S MEETING
PROPOSAL #E.24: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION OF THE UNUSED FRACTION OF THE
AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 18 MAY 2005, TO INCREASE THE SHARE CAPITAL,
IN ONE OR MORE OCCASIONS, TO A MAXIMUM NOMINAL AMOUNT
OF EUR 3,000,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER
THE BY-LAWS, BY ISSUING BONUS SHARES OR RAISING THE
PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF
THESE METHODS; THIS AMOUNT IS INDEPENDENT FROM THE
OVERALL CEILING FIXED IN RESOLUTIONS E.19 AND E.20 OF
THE PRESENT MEETING; AUTHORITY EXPIRES AT THE
CONCLUSION OF 26 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.25: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY
RESOLUTION 21 OF THE COMBINED SHAREHOLDERS MEETING OF
21 MAY 2003, TO GRANT IN ONE OR MORE TRANSACTIONS, TO
EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND OF
RELATED COMPANIES, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR SHARES, OR TO PURCHASE EXISTING SHARES
PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE
OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF
SHARES, WHICH SHALL EXCEED 2% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE CONCLUSION OF 38 MONTHS ; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.26: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY
RESOLUTION 20 OF THE SHAREHOLDERS MEETING OF 18 MAY
2005, TO INCREASE THE SHARE CAPITAL, ON ONE OR MORE
OCCASIONS, AT ITS SOLE DISCRETION, BY WAY OF ISSUING
SHARES IN FAVOR OF EMPLOYEES OF THE GROUP CREDIT
AGRICOLE WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN;
AUTHORITY EXPIRES AT THE CONCLUSION OF 26 MONTHS ; FOR
AN AMOUNT THAT SHALL NOT EXCEED EUR 150,000,000.00;
THIS AMOUNT SHALL NOT COUNT AGAINST THE AMOUNT OF
CAPITAL INCREASES RESULTING FROM THE PREVIOUS
RESOLUTIONS; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.27: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
BY WAY OF ISSUING NEW SHARES IN FAVOR OF THE COMPANY
CREDIT AGRICOLE INTERNATIONAL EMPLOYEES; AUTHORITY IS
GIVEN FOR A PERIOD EXPIRING ON THE DAY OF
SHAREHOLDER'S MEETING ; APPROVE THE 2006 FINANCIAL
STATEMENTS AND FOR AN AMOUNT THAT SHALL NOT EXCEED EUR
40,000,000.00; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.28: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
BY WAY OF ISSUING SHARES TO BE PAID IN CASH IN FAVOR
OF EMPLOYEES OF THE GROUP CREDIT AGRICOLE, WHO ARE
MEMBERS OF THE COMPANY SAVINGS PLAN IN THE UNITED
STATES; AUTHORITY EXPIRES AT THE CONCLUSION OF 18
MONTHS ; AND FOR AN AMOUNT THAT SHALL NOT EXCEED EUR
40,000,000.00; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.29: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUPERSESSION TO THE AUTHORIZATION GRANTED BY THE
SHAREHOLDER'S MEETING OF 18 MAY 2005, TO REDUCE THE
SHARE CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS SOLE
DISCRETION, BY CANCELING ALL OR PART OF THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH THE STOCK
REPURCHASE PLAN DECIDED IN RESOLUTION O.18 OR FUTURE
AUTHORIZATIONS, UP TO A MAXIMUM OF 10% OF THE SHARE
CAPITAL OVER A 24 MONTHS PERIOD; AUTHORITY EXPIRES AT
THE CONCLUSION OF 24 MONTHS ; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.30: AMEND THE QUORUM REQUIRED FOR THE ISSUER NO N/A N/A
VALIDITY OF THE ORDINARY AND THE EXTRAORDINARY
SHAREHOLDERS MEETINGS, IN ORDER TO BRING IT INTO
CONFORMITY WITH THE CURRENT LEGAL AND REGULATORY
REQUIREMENTS AND THE ARTICLES OF THE BY LAWS: 26
ORDINARY SHAREHOLDER'S MEETING , 27 EXTRAORDINARY
SHAREHOLDERS MEETING
PROPOSAL #E.31: GRANT FULL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR N/A
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE
ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
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ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL REPORT, ISSUER YES FOR N/A
THE PARENT COMPANY'S 2005 FINANCIAL STATEMENTS AND THE
GROUP'S 2005 CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #2.: GRANT DISCHARGE TO THE ACTS OF THE ISSUER YES FOR N/A
MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE
BOARD
PROPOSAL #3.A: APPROVE TO REDUCE THE SHARE CAPITAL BY ISSUER YES FOR N/A
CHF 17,000,000 FROM CHF 623,876,083 TO CHF 606,876,083
BY CANCELING 34,000,000 SHARES WITH A PAR VALUE OF
CHF 0.50 EACH, WHICH WERE REPURCHASED IN THE PERIOD
FROM 09 MAY 2005 TO 16 MAR 2006 PURSUANT TO THE SHARE
REPURCHASE PROGRAM APPROVED BY THE GENERAL MEETING OF
SHAREHOLDERS OF 29 APR 2005; ACKNOWLEDGE THAT,
ACCORDING TO THE SPECIAL REPORT OF THE AUDITORS KPMG
KLYNVELD PEAT MARWICK GOERDELER SA, OBLIGEES CLAIMS
ARE FULLY COVERED EVEN AFTER THE SHARE CAPITAL
REDUCTION AS REQUIRED BY ARTICLE 732 PARAGRAPH 2 CO,
AMEND ARTICLE 3 PARAGRAPH 1 OF THE ARTICLES OF
ASSOCIATION, THAT AS OF THE DATE OF THE ENTRY OF THE
CAPITAL REDUCTION IN THE COMMERCIAL REGISTER, PURSUANT
TO SECTION 3.C BELOW
PROPOSAL #3.B: APPROVE THE CANCELLATION AS PART OF A ISSUER YES FOR N/A
SHARE REPURCHASE PROGRAM BY THE GENERAL MEETING OF
SHAREHOLDERS OF 29 APR 2005, 34,000,000 SHARES WERE
REPURCHASED VIA A 2ND TRADING LINE ON THE STOCK
EXCHANGE BETWEEN 09 MAY 2005 AND 16 MAR 2006; THE
TOTAL PURCHASE PRICE WAS CHF 1,941,055,049,
CORRESPONDING TO AN AVERAGE PURCHASE PRICE PER SHARE
OF CHF 57.09 ROUNDED ; THE CANCELLATION OF SHARES
REPURCHASED BY 16 MAR 2006 AND AMEND THE ARTICLES OF
ASSOCIATION
PROPOSAL #3.C: AMEND ARTICLE 3 PARAGRAPH 1 TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION, NEW VERSION THE FULLY PAID-IN
SHARE CAPITAL AMOUNTS TO CHF 606,876,083 AND IT IS
DIVIDED INTO 1, 213,752,166 FULLY PAID-IN REGISTERED
SHARES WITH A PAR VALUE OF CHF 0.50 EACH
PROPOSAL #4.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR N/A
DIVIDENDS OF CHF 2 PER SHARE
PROPOSAL #5.1.A: RE-ELECT MR. WALTER KIELHOLZ AND MR. ISSUER YES FOR N/A
HANS-ULRICH DOERIG AS THE DIRECTORS
PROPOSAL #5.1.B: ELECT MR. RICHARD THORNBURGH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.2: RATIFY KPMG KLYNVELD PEAT MARWICK ISSUER YES FOR N/A
GEORDELER SA AS THE AUDITORS
PROPOSAL #5.3: RATIFY BDO VISURA AS THE SPECIAL ISSUER YES FOR N/A
AUDITORS
PROPOSAL #6.: APPROVE CHF 3.4 MILLION REDUCTION IN ISSUER YES FOR N/A
POOL OF CAPITAL RESERVED FOR DONALDSON LUFKIN JENRETTE
EMPLOYEE OPTIONS
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ISSUER: CSX CORPORATION
TICKER: CSX CUSIP: 126408103
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: E.E. BAILEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SEN. J.B. BREAUX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.J. KELLY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. KUNISCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. MORCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.M. RATCLIFFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.C. RICHARDSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.S. ROYAL, M.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.J. SHEPARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.J. WARD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF ERNST & YOUNG AS ISSUER YES FOR FOR
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2006
PROPOSAL #03: REAPPROVAL OF THE CSX OMNIBUS INCENTIVE ISSUER YES FOR FOR
PLAN
PROPOSAL #04: ELIMINATION OF SUPERMAJORITY VOTING ISSUER YES FOR FOR
REQUIREMENTS - MERGER OR SHARE EXCHANGE, CERTAIN SALES
OR DISPOSITIONS, AND DISSOLUTION
PROPOSAL #05: ELIMINATION OF SUPERMAJORITY VOTING ISSUER YES FOR FOR
REQUIREMENTS - AFFILIATED TRANSACTIONS
PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING SEPARATE SHAREHOLDER YES AGAINST FOR
CHAIRMAN AND CEO
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ISSUER: CUMMINS INC.
TICKER: CMI CUSIP: 231021106
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT J. DARNALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. DEUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEXIS M. HERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F. JOSEPH LOUGHREY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM I. MILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGIA R. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THEODORE M. SOLSO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARL WARE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LAWRENCE WILSON ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE YEAR
2006.
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ISSUER: DADE BEHRING HOLDINGS, INC.
TICKER: DADE CUSIP: 23342J206
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J. W. P. REID-ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY D. BENJAMIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN S. COOPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BEVERLY A. HUSS ISSUER YES FOR FOR
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ISSUER: DAI NIPPON PRINTING CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 14, DIRECTORS
BONUSES JPY 265,000,000
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
EXPAND BUSINESS LINES, ALLOW USE OF ELECTRONIC SYSTEMS
FOR PUBLIC NOTIFICATIONS, APPROVE REVISIONS RELATED
TO THE NEW COMMERCIAL CODE, DECREASE AUTHORIZED
CAPITAL, LIMIT LIABILITIES OF DIRECTORS, LIMIT
LIABILITIES OF INTERNAL AUDITORS, LIMIT LIABILITIES OF
OUTSIDE DIRECTORS AND AUDITORS
------------------------------------------------------------------------------------
ISSUER: DAIFUKU CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES AGAINST N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, EXPAND BUSINESS LINES, INCREASE
AUTHORIZED CAPITAL FROM 200 MILLION TO 250 MILLION
SHARES
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: APPOINT 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 AGAINST N/A
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #6: APPROVE FINAL PAYMENT ASSOCIATED WITH ISSUER YES AGAINST N/A
ABOLITION OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS
AND AUDITORS
PROPOSAL #7: APPROVE ADOPTION OF TAKEOVER DEFENSE ISSUER YES AGAINST N/A
MEASURES
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ISSUER: DAIMLERCHRYSLER AG, STUTTGART
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL ISSUER NO N/A N/A
STATEMENTS, THE ANNUAL REPORT FOR THE FY 2005 WITH THE
REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR N/A
DISTRIBUTABLE PROFIT OF EUR 1,527,259,044 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.50 PER ENTITLED SHARE
EX-DIVIDEND AND PAYABLE DATE: 13 APR 2006
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINT KPMG DEUTSCHE TREUHAND- ISSUER YES FOR N/A
GESELLSCHAFT AR, BERLIN AND FRANKFURT AS THE AUDITORS
FOR THE FY 2006
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR N/A
OWN SHARES; AUTHORIZE THE COMPANY TO ACQUIRE OWN
SHARES UP TO EUR 264,000,000, 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 20% IF THEY ARE ACQUIRED BY
WAY OF A REPURCHASE OFFER, ON OR BEFORE 12 OCT 2007;
AND THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO USE THE SHARES FOR MERGERS AND
ACQUISITIONS, OR WITHIN THE SCOPE OF THE COMPANY'S
STOCK OPTION PLAN, TO ISSUE THE SHARES TO THE
EMPLOYEES OF THE COMPANY AND ITS AFFILIATES AND TO
RETIRE THE SHARES
PROPOSAL #7.: ELECTION OF MR. MANFRED BISCHOFF TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #8.: AMEND THE ARTICLES OF ASSOCIATION IN ISSUER YES FOR N/A
CONNECTION WITH THE LAW ON COMPANY INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
UMAG AS FOLLOWS: SECTION 18(3), RE. THE CHAIRMAN OF
THE SHAREHOLDERS MEETING BEING AUTHORIZED TO LIMIT
THE TIME FOR QUESTIONS AND ANSWERS AT THE SHAREHOLDERS
MEETING
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPOINT THE SPECIAL AUDITORS, PURSUANT TO
SECTION 142(1) OF THE GERMAN STOCK CORPORATION ACT TO
AUDIT OCCURRENCES IN THE MANAGEMENT OF THE CORPORATION
WITH REGARD TO THE DIRECT OR INDIRECT ACTIVITIES OF
THE CORPORATION IN THE BUSINESS OF DEVELOPING,
PRODUCING AND SELLING PRODUCTS SURFACE VEHICLES OF
THE SMART BRAND AND THE PROVISION OF SERVICES IN THIS
FIELD OF BUSINESS AS SPECIFIED
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPOINT THE SPECIAL AUDITORS, PURSUANT TO
SECTION 142(1) OF THE GERMAN STOCK CORPORATION ACT TO
AUDIT OCCURRENCES IN THE MANAGEMENT OF THE CORPORATION
WITH REGARD TO THE DIRECT OR INDIRECT ACTIVITIES OF
THE CORPORATION IN THE BUSINESS OF DEVELOPING,
PRODUCING AND SELLING PRODUCTS SURFACE VEHICLES OF
THE MAYBACH BRAND AND THE PROVISION OF SERVICES IN
THIS FIELD OF BUSINESS AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: DARDEN RESTAURANTS, INC.
TICKER: DRI CUSIP: 237194105
MEETING DATE: 9/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LEONARD L. BERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ODIE C. DONALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID H. HUGHES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. LEDSINGER JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOE R. LEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. LEWIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SENATOR CONNIE MACK III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREW H. (DREW) MADSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLARENCE OTIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARIA A. SASTRE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK A. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BLAINE SWEATT, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RITA P. WILSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MAY 28, 2006.
------------------------------------------------------------------------------------
ISSUER: DELL INC.
TICKER: DELL CUSIP: 24702R101
MEETING DATE: 7/15/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DONALD J. CARTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL S. DELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GRAY, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDY C. LEWENT 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
ELECTION OF DIRECTOR: ALEX J. MANDL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAMUEL A. NUNN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEVIN B. ROLLINS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR ISSUER YES FOR FOR
PROPOSAL #SH1: MAJORITY VOTING FOR DIRECTORS SHAREHOLDER YES AGAINST FOR
PROPOSAL #SH2: EXPENSING STOCK OPTIONS SHAREHOLDER YES FOR AGAINST
------------------------------------------------------------------------------------
ISSUER: DENSO CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: APPROVE PURCHASE OF OWN SHARES ISSUER YES FOR N/A
PROPOSAL #3: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES AGAINST N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ADOPT REDUCTION
OF LIABILITY SYSTEM FOR OUTSIDE DIRECTORS , ALLOW
DISCLOSURE OF SHAREHOLDER MEETING MATERIALS ON THE
INTERNET, APPROVE MINOR REVISIONS RELATED TO THE
NEW COMMERCIAL CODE
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5: AUTHORIZE USE OF STOCK OPTIONS ISSUER YES FOR N/A
PROPOSAL #6: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
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ISSUER: DEUTSCHE BOERSE AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE APPROVED ANNUAL AND ISSUER NO N/A N/A
CONSOLIDATED ANNUAL FINANCIAL STATEMENTS, THE
MANAGEMENT REPORTS OF THE DEUTSCHE BORSE AG AND THE
GROUP MANAGEMENT REPORT AS AT 31 DEC 2005, AS WELL AS
THE REPORTS OF THE SUPERVISORY BOARD AND THE PROPOSAL
FOR THE USE OF UNAPPROPIRATED PROFITS
PROPOSAL #2.: USE OF UNAPPROPIRATED PROFITS ISSUER YES FOR N/A
PROPOSAL #3.: RESOLUTION TO APPROVE THE ACTS OF THE ISSUER YES FOR N/A
EXECUTIVE BOARD
PROPOSAL #4.: RESOLUTION TO APPROVE THE ACTS OF THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.1: ELECT MR. DAVID ANDREWS TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.2: ELECT MR. UDO BEHRENWALDT TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.3: ELECT MR. RICHARD BERLIAND TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.4: ELECT DR. MANFRED GENTZ. TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.5: ELECT MR. RICHARD M. HAYDEN TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.6: ELECT MR. CRAIG HEIMARK TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.7: ELECT MR. HERMAN JOSEFF LAMBERTI TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.8: ELECT MR. FRIEDRICH MERZ TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.9: ELECT MR. FRIEDRICH VON METZLER TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.10: ELECT MR. ALESSANDRO PROFUMO TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.11: ELECT MR. GERHARD ROGGEMANN TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.12: ELECT DR. ERHARD SCHIPPOREIT TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.13: ELECT MR. KURT F. VIERMETZ TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.14: ELECT DR. HERBERT WALTER TO THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.: CREATION OF NEW AUTHORIZED CAPITAL I AND ISSUER YES FOR N/A
AMEND THE ARTICLES OF ASSOCIATION
PROPOSAL #7.: RESOLUTION ON AUTHORIZATION TO ACQUIRE ISSUER YES FOR N/A
OWN SHARES PURSUANT TO SECTION 71(1) NO. 8 AKTG
PROPOSAL #8.: AMENDMENT OF SECTION 9 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION COMPOSITION, TERM OF OFFICE
PROPOSAL #9.: AMENDMENT OF SECTION 15 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION
PROPOSAL #10.: AMENDMENT OF SECTION 17 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION CHAIR OF MEETINGS
PROPOSAL #11.: ELECT KPMG DEUTSCHE TREUHAND- ISSUER YES FOR N/A
GESELLSCHAFT AS THE AUDITOR AND THE GROUP AUDITOR FOR
FY 2006
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ISSUER: DEUTSCHE LUFTHANSA AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE AUDITED FINANCIAL ISSUER NO N/A N/A
STATEMENTS, THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS, THE MANAGEMENT REPORT FOR THE COMPANY AND
THE GROUP FOR THE 2005 FY AS WELL AS THE REPORT OF THE
SUPERVISORY BOARD
PROPOSAL #2.: APPROPRIATION OF THE DISTRIBUTABLE ISSUER YES FOR N/A
PROFIT FOR THE 2005 FY
PROPOSAL #3.: APPROVAL OF EXECUTIVE BOARD'S ACTS FOR ISSUER YES FOR N/A
THE 2005 FY
PROPOSAL #4.: APPROVAL OF SUPERVISORY BOARD'S ACTS FOR ISSUER YES FOR N/A
THE 2005 FY
PROPOSAL #5.: AUTHORISATION TO ISSUE THE CONVERTIBLE ISSUER YES FOR N/A
BOND AND BONDS WITH WARRANTS ATTACHED, PROFIT
PARTICIPATION RIGHTS AND/OR INCOME BONDS OR A
COMBINATION OF THESE INSTRUMENTS , CANCELLATION OF THE
PREVIOUS AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND
BONDS WITH WARRANTS ATTACHED, CREATION OF CONDITIONAL
CAPITAL AND AMENDMENT TO THE ARTICLES OF ASSOCIATION
PROPOSAL #6.: AUTHORISATION TO PURCHASE OWN SHARES ISSUER YES FOR N/A
PROPOSAL #7.: AMENDMENT TO THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
TO MEET THE REQUIREMENTS OF GERMANY'S LAW ON
CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF
CHALLENGE UMAG
PROPOSAL #8.: APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS FOR THE ANNUAL FINANCIAL STATEMENTS IN THE
2006 FY
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ISSUER: DEUTSCHE POST AG, BONN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND APPROVED CONSOLIDATED
FINANCIAL STATEMENTS, OF THE MANAGEMENT REPORTS FOR
THE COMPANY AND THE GROUP, AND OF THE REPORT BY THE
SUPERVISORY BOARD FOR FY 2005
PROPOSAL #2.: APPROVE THE APPROPRIATION OF AVAILABLE ISSUER YES FOR N/A
NET EARNINGS
PROPOSAL #3.: APPROVE THE ACTIONS OF THE MEMBERS OF ISSUER YES FOR N/A
THE BOARD OF MANAGEMENT
PROPOSAL #4.: APPROVE THE ACTIONS OF THE MEMBERS OF ISSUER YES FOR N/A
THE SUPERVISORY BOARD
PROPOSAL #5.: APPOINT PRICEWATERHOUSECOOPERS AG, ISSUER YES FOR N/A
DUSSELDORF, AS THE AUDITORS FOR THE FY 2006
PROPOSAL #6.: AUTHORIZE THE COMPANY TO PURCHASE OWN ISSUER YES FOR N/A
SHARES AS PROVIDED FOR UNDER THE SECTION 71(1) NUMBER
8 OF THE GERMAN STOCK CORPORATION ACT AKTIENGESETZ ;
AND RECEIVE THE REPORT BY THE BOARD OF MANAGEMENT TO
THE AGM PURSUANT TO SECTION 71(1) NUMBER 8 IN
CONJUNCTION WITH SECTION 186(4)
PROPOSAL #7a.: ELECT MR. WILLEM G. VAN AGTMAEL AS A ISSUER YES FOR N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #7b.: ELECT MR. HERO BRAHMS AS A MEMBER OF ISSUER YES FOR N/A
THE SUPERVISORY BOARD
PROPOSAL #7c.: ELECT MR. WERNER GATZER AS A MEMBER OF ISSUER YES FOR N/A
THE SUPERVISORY BOARD
PROPOSAL #7d.: ELECT DR. HUBERTUS VON GRUENBERG AS A ISSUER YES FOR N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #7e.: ELECT MR. HARRY ROELS AS A MEMBER OF ISSUER YES FOR N/A
THE SUPERVISORY BOARD
PROPOSAL #7f.: ELECT MR. ELMAR TOIME AS A MEMBER OF ISSUER YES FOR N/A
THE SUPERVISORY BOARD
PROPOSAL #7g.: ELECT PROF DR. RALF KRUEGER AS A MEMBER ISSUER YES FOR N/A
OF THE SUPERVISORY BOARD
PROPOSAL #8.: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: DEVON ENERGY CORPORATION
TICKER: DVN CUSIP: 25179M103
MEETING DATE: 6/7/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT L. HOWARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL M. KANOVSKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. TODD MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LARRY NICHOLS ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF THE COMPANY'S ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2006
PROPOSAL #03: ADOPTION OF THE AMENDMENT TO THE DEVON ISSUER YES FOR FOR
ENERGY CORPORATION 2005 LONG-TERM INCENTIVE PLAN
------------------------------------------------------------------------------------
ISSUER: DEVRO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS FOR THE ISSUER YES FOR N/A
YE 31 DEC 2005 TOGETHER WITH THE DIRECTORS REPORT AND
THE AUDITORS REPORT ON THOSE ACCOUNTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2005
PROPOSAL #3.: RE-ELECT MR. TREVOR MORGAN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER THE PROVISIONS
OF THE ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. JOHN NEILSON AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER THE PROVISIONS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #5.: ELECT MR. STUART PATERSON AS A DIRECTOR ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE PROVISIONS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #6.: 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 #7.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED WITH THE COMPANY'S REPORT AND THE ACCOUNTS
FOR THE YE 31 DEC 2005
PROPOSAL #S.8: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985 THE ACT , TO
MAKE 1 OR MORE MARKET PURCHASES SECTION 163(3) OF
THE ACT OF UP TO 16,000,000 REPRESENTING LESS THAN
10% OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL
ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE FOR AN ORDINARY SHARE OF
10 PENCE BEING THE PAR VALUE 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 NEXT AGM OF THE COMPANY IN 2007 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: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #o.1: APPROVE THE ORDINARY SHAREHOLDERS ISSUER NO N/A N/A
FINANCIAL STATEMENTS FOR THE 2005 FY
PROPOSAL #o.2: APPROVE THE PROFIT FOR THE 2005 FY ISSUER NO N/A N/A
AMOUNTS TO EUR 1,506 MILLION; THE PROFIT CARRIED
FORWARD FROM THE PREVIOUS YEAR STANDS AT EUR 264.3
MILLION, MAKING A TOTAL PROFIT FOR APPROPRIATION OF
EUR 1,770.3 MILLION
PROPOSAL #o.3: GRANT FULL DISCHARGE TO THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #o.4: GRANT FULL DISCHARGE TO THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #o.5: APPOINT MR. DOMINIQUE MARCEL AS A ISSUER NO N/A N/A
DIRECTOR FOR A NEW TERM OF 4 YEARS UNTIL OGM OF 2010
PROPOSAL #o.6: APPOINT MR. SERGE KUBLA AS A DIRECTOR ISSUER NO N/A N/A
FOR A NEW TERM OF 4 YEARS UNTIL THE OGM OF 2010
PROPOSAL #o.7: APPOINT MR. BERNARD LUX AS A DIRECTOR ISSUER NO N/A N/A
UNTIL THE OGM OF 2009
PROPOSAL #o.8: APPOINT MR. AXEL MILLER AS A DIRECTOR ISSUER NO N/A N/A
FOR A NEW TERM OF 4 YEARS UNTIL THE END OF THE OGM OF
2010
PROPOSAL #o.9: APPOINT MR. FABIO INNOCENZI AS A ISSUER NO N/A N/A
DIRECTOR FOR A TERM OF 4 YEARS UNTIL THE END OF THE
OGM OF 2010
PROPOSAL #o.10: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
PIERRE RICHARD AS A DIRECTOR FOR A TERM OF 4 YEARS
UNTIL THE END OF THE OGM OF 2010
PROPOSAL #o.11: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
GILLES BENOIST AS A DIRECTOR FOR A TERM OF 4 YEARS
UNTIL THE END OF THE OGM OF 2010
PROPOSAL #o.12: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
RIK BRANSON AS A DIRECTOR FOR A TERM OF 4 YEARS UNTIL
THE END OF THE OGM OF 2010
PROPOSAL #o.13: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
DENIS KESSLER AS A DIRECTOR FOR A TERM OF 4 YEARS
UNTIL THE END OF THE OGM OF 2010
PROPOSAL #o.14: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
ANDRE LEVY-LANG AS A DIRECTOR FOR A TERM OF 4 YEARS
UNTIL THE END OF THE OGM OF 2010
PROPOSAL #o.15: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
GASTON SCHWERTZER AS A DIRECTOR FOR A TERM OF 4 YEARS
UNTIL THE END OF THE OGM OF 2010
PROPOSAL #o.16: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
MARC TINANT AS A DIRECTOR FOR A TERM OF 4 YEARS UNTIL
THE END OF THE OGM OF 2010
PROPOSAL #o.17: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
BRIAN UNWIN AS A DIRECTOR FOR A TERM OF 4 YEARS UNTIL
THE END OF THE OGM OF 2010
PROPOSAL #o.18: APPROVE TO CONFIRM THE FOLLOWING ISSUER NO N/A N/A
PERSONS AS THE INDEPENDENT DIRECTORS 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 FOR INDEPENDENCE SET
OUT THEREIN AND THE OTHER CRITERIA FOR INDEPENDENCE
ADOPTED BY THE BOARD OF DIRECTORS: MESSRS. ANNE-MARIE
IDRAC, ANNE-CLAIRE TAITTINGER, GILLES BENOIST, DENIS
KESSLER, ANDRE LEVY-LANG, GASTON SCHWERTZER, SIR BRIAN
UNWIN, FABIO INNOCENZI SUBJECT TO APPROVAL, FOR MR.
FABIO INNOCENZI, BY THE ORDINARY SHAREHOLDERS MEETING
OF RESOLUTION 9
PROPOSAL #o.19: APPROVE TO RENEW THE APPOINTMENT OF ISSUER NO N/A N/A
THE COMPANY MAZARS & GUERARD SCCRL, AS THE AUDITORS,
REPRESENTED BY MR. XAVIER DOYEN, AS THE AUDITORS FOR A
TERM OF 3 YEARS UNTIL THE END OF THE OGM OF 2009;
APPROVE TO FIX THE EMOLUMENTS FOR THE COLLEGE OF
AUDITORS AT EUR 200,000 PER ANNUM FOR THE EXERCISE OF
THEIR LEGAL AUDIT MISSION
PROPOSAL #o.20: APPROVE TO ALLOCATE TO THE DIRECTORS, ISSUER NO N/A N/A
WITH EFFECT FROM 01 JAN 2005 AND FOR THE EXERCISE OF
THEIR MANDATES, A MAXIMUM OVERALL ORDINARY
SHAREHOLDERS AMOUNT OF EUR 1,300,000 AS COMPENSATION;
AND AUTHORIZE THE BOARD TO DETERMINE THE PRACTICAL
PROCEDURES AND INDIVIDUAL ALLOCATION OF THIS
COMPENSATION
PROPOSAL #0.21: APPROVE THE ALLOCATION OF A TOTAL OF ISSUER NO N/A N/A
5,013 SHARES TO EMPLOYEES OF FINANCIAL SECURITY
ASSURANCE, INC. FSA AND ITS DIRECT AND INDIRECT
SUBSIDIARIES ESTABLISHED IN THE UNITED STATES, AS PART
OF THE DEXIA GROUP 2005 EMPLOYEE SHARE PLAN FOR WHICH
THE SUBSCRIPTION PERIOD EXTENDED FROM 22 AUG 2005 TO
26 SEP 2005, AND FOR THE PURPOSES OF APPLICATION OF
THE FISCAL REGIME PROVIDED IN ARTICLE 423 OF THE
INTERNAL REVENUE CODE
PROPOSAL #e.1: GRANT AUTHORITY OF OWN SHARES ISSUER NO N/A N/A
PROPOSAL #e.2: APPROVE TO CANCEL OWN SHARES ISSUER NO N/A N/A
PROPOSAL #e.3: APPROVE TO ISSUE SUBSCRIPTION RIGHTS ISSUER NO N/A N/A
WITH A VIEW TO THE 2006 EMPLOYEE SHARE PLAN
PROPOSAL #e.4: APPROVE TO RENEW THE AUTHORIZED ISSUER NO N/A N/A
CAPITAL; FORECASTED DIVIDEND EUR 0.71
------------------------------------------------------------------------------------
ISSUER: DEXIA SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
SUBJECT TO THE CONDITIONS IMPOSED BY LAW AND OVER A
NEW PERIOD WHICH SHALL EXPIRE 18 MONTHS AFTER THE DATE
OF THIS ORDINARY SHAREHOLDERS 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 A
COUNTER-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 THE COMPANY'S DIRECT
SUBSIDIARIES WITHIN THE MEANING OF ARTICLE 627 1 OF
THE COMPANY CODE TO ACQUIRE SHARES IN THE COMPANY
UNDER THE SAME CONDITIONS; AND I TO DETERMINE THE
TERMS AND CONDITIONS UNDER WHICH TO RESELL OR DISPOSE
OF ANY OWN SHARES; AND II TO DECIDE AND TO IMPLEMENT,
WHERE NECESSARY, THE DISPOSAL OF THE SAID OWN SHARES,
SUCH AUTHORIZATIONS AND DELEGATIONS SHALL ENTER INTO
FORCE ON THE DATE OF THIS ORDINARY SHAREHOLDERS
MEETING, ON THAT SAME DATE, THE TEMPORARY
AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS AND
TO THE DIRECT SUBSIDIARIES REFERRED TO ABOVE ON THE 11
MAY 2005 SHALL END
PROPOSAL #2.: APPROVE: A) TO CANCEL AND DESTROY, ISSUER NO N/A N/A
WITHOUT REDUCTION OF CAPITAL, ALL THE OWN SHARES HELD
BY THE COMPANY ON 05 MAY 2006, 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 05 MAY 2006,
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 LAST PARAGRAPH OF THE
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 AUTHORIZE THE BOARD OF DIRECTORS OR THE CHIEF
EXECUTIVE OFFICER ACTING ON HIS OWN, 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 SPECIAL REPORT FROM THE ISSUER NO N/A N/A
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 1,200,000
SUBSCRIPTION RIGHTS 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 2006 EMPLOYEE SHARE PLAN, AND THE CANCELLATION
OF THE PREFERENTIAL SUBSCRIPTION RIGHT OF EXISTING
SHAREHOLDERS ON THE OCCASION OF THAT ISSUE OF
SUBSCRIPTION RIGHTS; AND THE SPECIAL REPORT FROM THE
COLLEGE 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; SUBJECT TO THE
TWO CONDITIONS ABSOLUTE A) OF A DECISION BY THE BOARD
OF DIRECTORS TO PROCEED WITH THE EFFECTIVE ISSUE OF
SUBSCRIPTION RIGHTS, AND B OF THE EFFECTIVE
ALLOCATION THEREOF BY THE BOARD OF DIRECTORS OR ITS
AUTHORIZED REPRESENTATIVES, TO ISSUE A MAXIMUM NUMBER
OF 1,200,000 SUBSCRIPTION RIGHTS, EACH CONFERRING AN
ENTITLEMENT TO SUBSCRIBE TO ONE SHARE IN THE COMPANY,
THAT ISSUE SHALL BE EFFECTED, WITHIN THE CONTEXT OF
THE 2006 EMPLOYEE SHARE PLAN, IN PARTICULAR IN FAVOR
OF THE MEMBERS OF STAFF OF THE GROUP'S SELF-EMPLOYED
BRANCH NETWORKS N BELGIUM AND, WHERE APPLICABLE, THE
EMPLOYEES OF CERTAIN FOREIGN SUBSIDIARIES,
SUBSCRIPTION RIGHTS SHALL BE EXERCISABLE EITHER
IMMEDIATELY OR ON ONE OR MORE SPECIFIC DATES
DETERMINED BY THE BOARD OF DIRECTORS OR ITS AUTHORIZED
REPRESENTATIVES, AT AN EXERCISE PRICE WHICH, PER
SUBSCRIPTION RIGHT, 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; AND TO INCREASE THE
CAPITAL SUBJECT TO THE TWO SUSPENSIVE CONDITIONS A) OF
THE EFFECTIVE ISSUE OF THE SUBSCRIPTION RIGHTS; AND
B) THEIR EXERCISE, BY AN AMOUNT EQUAL TO THE PROCEEDS
FROM THE NUMBER OF SHARES ISSUED FOLLOWING THE
EXERCISE OF THE SUBSCRIPTION RIGHTS AT THE PAR VALUE
OF THE ORDINARY SHARES IN EXISTENCE IN THE COMPANY AT
THE TIME OF THE CAPITAL INCREASE, BY ISSUING A NUMBER
OF ORDINARY SHARES IN THE COMPANY COMBINED WITH WPR
STRIPS DETERMINED AS SPECIFIED, 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
EXERCISE PRICE AT WHICH THE SUBSCRIPTION RIGHTS ARE
EXERCISED AND THE AMOUNT OF THE CAPITAL INCREASE SHALL
BE ALLOCATED AS AN ISSUE PREMIUM TO AN UNAVAILABLE
ISSUE PREMIUM RESERVE ACCOUNT; TO CONFER ON 2 MEMBERS
OF THE BOARD 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
SUBSCRIPTION RIGHTS WIT
PROPOSAL #4.: APPROVE: 1) THE SPECIAL REPORT FROM THE ISSUER NO N/A N/A
BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 604(2)
OF THE COMPANY CODE, RELATED TO THE AUTHORIZED
CAPITAL; 2) TO CANCEL THE NON-UTILIZED BALANCE OF THE
AUTHORIZED CAPITAL EXISTING AT THE DATE OF THE MEETING
AND TO CREATE NEW AUTHORIZED CAPITAL IN AN AMOUNT OF
EUR 4,887,500,000 FOR A PERIOD OF 5 YEARS, WITH EFFECT
FROM PUBLICATION OF THE PRESENT RESOLUTION IN THE
APPENDICES TO THE MONITEUR BELGE ; ALSO TO RENEW, FOR
THE SAME PERIOD, THE AUTHORIZATION REFERRED TO IN
6(2) OF THE ARTICLES OF ASSOCIATION; AND INSOFAR AS
NECESSARY, IT IS SPECIFIED THAT THE PRECEDING
RESOLUTIONS ARE PASSED NOTWITHSTANDING THE ADDITIONAL
AUTHORIZATION DECIDED BY THE EXTRAORDINARY
SHAREHOLDERS MEETING ON 12 MAY 2004 BY VIRTUE OF
ARTICLE 607(2)2 OF THE COMPANY CODE; TO AUTHORIZE THE
BOARD OF DIRECTORS TO INCREASE THE CAPITAL UNDER THE
CONDITIONS PRESCRIBED BY LAW AND THE ARTICLES OF
ASSOCIATION EVEN AFTER RECEIPT OF THE COMMUNICATION OF
A NOTICE OF TAKEOVER BID, CAPITAL INCREASES DECIDED
BY THE BOARD OF DIRECTORS WITHIN THE CONTEXT OF THAT
AUTHORIZATION OF 12 MAY 2004 SHALL THEREFORE BE
ATTRIBUTED TO THE BALANCE OF AUTHORIZED CAPITAL
RENEWED; AUTHORITY EXPIRING AT THE 3 YEARS ON 12 MAY
2007; 3) TO AUTHORIZE THE BOARD OF DIRECTORS AND ADOPT
THE FIRST SECTION OF ARTICLE 6 OF THE ARTICLES OF
ASSOCIATION AS SPECIFIED: ON THE DATES AND UNDER THE
CONDITIONS IT SHALL FIX, TO INCREASE THE CAPITAL ON
ONE OR MORE OCCASIONS, UP TO A MAXIMUM AMOUNT OF EUR
4,887,500,000, AUTHORITY EXPIRES FOR A PERIOD OF 5
YEARS TO DATE FROM PUBLICATION IN THE APPENDICES TO
THE MONITEUR BELGE OF THE AMENDMENT OF THE ARTICLES
OF ASSOCIATION DECIDED BY THE EXTRAORDINARY
SHAREHOLDERS MEETING ON 10 MAY 2006, IT SHALL BE
RENEWABLE, ARTICLE 6 OF THE ARTICLES OF ASSOCIATION
OTHERWISE REMAINS UNCHANGED; 4 TO AMEND A SECOND AND
THIRD SECTION UNDER THE HEADING INTERIM PROVISIONS
OF THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #5.: APPROVE, IN ACCORDANCE WITH ARTICLE 463 ISSUER NO N/A N/A
2 OF THE COMPANY CODE, AS AMENDED BY THE LAW OF 14
DEC 2005 WITHDRAWING BEARER SHARES: A) TO KEEP A
REGISTER OF SHAREHOLDERS IN AN ELECTRONIC FORM IN
ACCORDANCE WITH AFOREMENTIONED ARTICLE 463 2 OF THE
COMPANY CODE AND ITS OPERATIVE PROVISIONS; AND B)
AUTHORIZE 2 MEMBERS OF THE MANAGEMENT BOARD ACTING
JOINTLY OR TO THE CHIEF EXECUTIVE OFFICER ACTING
ALONE, TO IMPLEMENT THIS FACILITY TO KEEP A REGISTER
OF SHAREHOLDERS IN AN ELECTRONIC FORM
PROPOSAL #6.: AUTHORIZE THE 2 DIRECTORS OR 2 MEMBERS ISSUER NO N/A N/A
OF THE MANAGEMENT BOARD, ACTING JOINTLY, OR TO THE
CHIEF EXECUTIVE OFFICER, ACTING ALONE, WITH THE POWER
OF SUBSTITUTION, TO IMPLEMENT THE RESOLUTIONS PASSED
BY THE EXTRAORDINARY SHAREHOLDERS MEETING, INCLUDING
COORDINATION OF THE ARTICLES OF ASSOCIATION AS A
CONSEQUENCE OF THE AFOREMENTIONED AMENDMENTS AND TO
FULFILL ALL FORMALITIES NECESSARY OR USEFUL TO THAT END
------------------------------------------------------------------------------------
ISSUER: DIAGEO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS AND THE AUDITORS ISSUER YES FOR N/A
REPORTS AND THE ACCOUNTS FOR THE YE 30 JUN 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 30 JUN 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT MR. LORD BLYTH OF ROWINGTON AS ISSUER YES FOR N/A
A DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #5.: RE-ELECT MS. M. LILJA AS A DIRECTOR, WHO ISSUER YES FOR N/A
RETIRES BY ROTATION
PROPOSAL #6.: RE-ELECT MR. W.S. SHANNAHAN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.: ELECT DR. F.B. HUMER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: 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 THE
AUDITORS REMUNERATION
PROPOSAL #9.: APPROVE, IN SUBSTITUTION FOR ALL OTHER ISSUER YES FOR N/A
SUCH AUTHORITIES, TO RENEW THE POWER CONFERRED ON THE
DIRECTORS BY PARAGRAPH 4.2 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 17 JAN 2007, WHICHEVER IS EARLIER AND
FOR SUCH PERIOD THE MAXIMUM AMOUNT OF RELEVANT
SECURITIES WHICH THE DIRECTORS MAY SO ALLOT IN
ACCORDANCE WITH PARAGRAPH 4.2 OF ARTICLE 4 SECTION 80
PRESCRIBED AMOUNT REFERRED TO IN ARTICLE 4.2 SHALL
BE GBP 291, 272, 000
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSE OF PARAGRAPH 4.3 OF ARTICLE 4 OF THE COMPANY'S
ARTICLE OF ASSOCIATION, PURSUANT TO SECTION 95 OF THE
COMPANIES ACT 1985 AS AMENDED , TO ALLOT EQUITY
SECURITIES 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
THAT ACT, AS IF SECTION 89(1) OF THAT ACT DID NOT
APPLY, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES; AUTHORITY EXPIRES AT
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY OR ON 17 JAN 2007 ; AND THE DIRECTORS MAY SO
ALLOT IN ACCORDANCE WITH PARAGRAPH 4.4(C) OF ARTICLE 4
THE SECTION 95 PRESCRIBED AMOUNT REFERRED TO IN
PARAGRAPH 4.4(C) OF ARTICLE 4 SHALL BE GBP 44,132,121
PROPOSAL #S.11: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 AS
AMENDED OF UP TO 305,041,222 OF ITS ORDINARY SHARES
OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE OF 28
101/108 PENCE AND THE MAXIMUM PRICE WHICH MAY BE PAID
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR AN ORDINARY SHARES AS DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
AT THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR ON
17 JAN 2007 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #12.: AUTHORIZED THE COMPANY FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 347C OF THE COMPANIES ACT 1985 AS AMENDED
, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
SECTION 347A OF THAT ACT NOT EXCEEDING GBP 200,000 IN
TOTAL; AND TO INCUR EU POLITICAL EXPENDITURE SECTION
347A OF THE ACT NOT EXCEEDING GBP 200,000 IN TOTAL,
DURING THE PERIOD BEGINNING WITH THE DATE OF PASSING
THIS RESOLUTION AND END OF THE NEXT AGM OF THE COMPANY
OR ON 17 JAN 2007, WHICHEVER IS THE SOONER, IN ANY
EVENT THE AGGREGATE AMOUNT OF DONATIONS MADE AND
POLITICAL EXPENDITURE INCURRED BY THE COMPANY PURSUANT
TO THIS RESOLUTION SHALL NOT EXCEED GBP 200,000
PROPOSAL #S.13: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
PRODUCED TO THE MEETING AND INITIATED BY THE CHAIRMAN
FOR THE PURPOSE OF IDENTIFICATION AS THE ARTICLES OF
ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR AND TO
THE EXCLUSION OF THE COMPANY'S EXISTING ARTICLES OF
ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: DIGI.COM BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
CONFIRMATION BY THE HIGH COURT OF MALAYA PURSUANT TO
SECTION 64 OF THE COMPANIES ACT, 1965 AND THE
APPROVALS OF ALL RELEVANT AUTHORITIES AND/OR RELEVANT
PARTIES BEING OBTAINED, TO REDUCE ITS ISSUED AND PAID-
UP SHARE CAPITAL BY REDUCING THE PAR VALUE OF EVERY
ISSUED AND PAID-UP ORDINARY SHARE FROM MYR 1.00 EACH
TO MYR 0.25 EACH AND FOR A CASH REPAYMENT OF MYR 0.75
FOR EVERY ORDINARY SHARE OF MYR 1.00 EACH HELD TO BE
MADE TO ALL ENTITLED SHAREHOLDERS WHOSE NAMES APPEAR
ON THE RECORD OF DEPOSITORS OF THE COMPANY AT THE
ENTITLEMENT DATE BEING A DATE TO BE DETERMINED AND
ANNOUNCED LATER BY THE BOARD OF DIRECTORS OF THE
COMPANY ; AMEND CLAUSE 5 OF THE COMPANY'S MEMORANDUM
OF ASSOCIATION AND ARTICLE 3 OF ITS ARTICLES OF
ASSOCIATION AS SPECIFIED; AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY TO DO ALL SUCH DEEDS, ACTS
AND THINGS AND EXECUTE, SIGN AND DELIVER ALL
DOCUMENTS, AND TO TAKE ALL SUCH STEPS FOR AND ON
BEHALF OF THE COMPANY AS THEY MAY CONSIDER NECESSARY
OR EXPEDIENT OR RELEVANT TO GIVE EFFECT TO, AND
IMPLEMENT THE PROPOSALS WITH FULL POWER TO ASSENT TO
ANY CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
AMENDMENTS AS MAY BE IMPOSED OR PERMITTED BY THE
RELEVANT AUTHORITIES
------------------------------------------------------------------------------------
ISSUER: DIGI.COM BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2006 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 YE 31 DEC 2005 AND
THE DIRECTORS AND THE AUDITORS REPORTS THEREON
PROPOSAL #2.: RE-ELECT MR. DATO AB. HALIM BIN ISSUER YES FOR N/A
MOHYIDDIN AS A DIRECTOR, WHO RETIRES PURSUANT TO
ARTICLE 98(A) OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.: RE-ELECT MR. TAN SRI DATUK AMAR LEO ISSUER YES FOR N/A
MOGGIE AS A DIRECTOR, WHO RETIRES PURSUANT TO ARTICLE
98(E) OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: APPOINT MESSRS ERNST & YOUNG, AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORITY THE DIRECTORS, SUBJECT ALWAYS ISSUER YES FOR N/A
TO THE COMPANIES ACT,1965, THE ARTICLES OF ASSOCIATION
OF THE COMPANY AND THE APPROVALS OF THE RELEVANT
GOVERNMENTAL/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 ISSUED SHARE CAPITAL OF THE
COMPANY FOR THE TIME BEING AND AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
PROPOSAL #6.: AUTHORIZE THE COMPANY AND ITS ISSUER YES FOR N/A
SUBSIDIARIES, SUBJECT TO THE PROVISIONS OF THE LISTING
REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD, TO
ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS OF A
REVENUE OR TRADING NATURE WITH PERSONS CONNECTED WITH
TELENOR AS SPECIFIED IN SECTION 2.3 OF THE CIRCULAR TO
SHAREHOLDERS DATED 26 APR 2006 WHICH ARE NECESSARY
FOR THE DAY TO DAY OPERATIONS AND/OR IN THE ORDINARY
COURSE OF BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES
ON TERMS NOT MORE FAVOURABLE TO THE RELATED PARTIES
THAN THOSE GENERALLY AVAILABLE TO THE PUBLIC AND ARE
NOT DETRIMENTAL TO THE MINORITY SHAREHOLDERS OF THE
COMPANY AND THAT SUCH APPROVAL SHALL CONTINUE TO BE IN
FORCE UNTIL:- I) THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY FOLLOWING THE GENERAL MEETING AT WHICH
THIS ORDINARY RESOLUTION SHALL BE PASSED, AT WHICH
TIME IT WILL LAPSE, UNLESS BY A RESOLUTION PASSED AT A
GENERAL MEETING, THE AUTHORITY CONFERRED BY THIS
RESOLUTION IS RENEWED; II) THE EXPIRATION OF THE
PERIOD WITHIN WHICH THE NEXT AGM AFTER THE DATE IT IS
REQUIRED TO BE HELD PURSUANT TO SECTION 143(1) OF THE
COMPANIES ACT, 1965 BUT SHALL NOT EXTEND TO SUCH
EXTENSION AS MAY BE ALLOWED PURSUANT TO SECTION 143(2)
OF THE COMPANIES ACT, 1965 ; REVOKED OR VARIED BY
RESOLUTION PASSED BY THE SHAREHOLDERS AT A GENERAL
MEETING OR WHICHEVER IS EARLIER; AND THAT IN MAKING
THE DISCLOSURE OF THE AGGREGATE VALUE OF THE RECURRENT
RELATED PARTY TRANSACTIONS CONDUCTED PURSUANT TO THE
PROPOSED SHAREHOLDERS APPROVAL IN THE COMPANY'S
ANNUAL REPORTS, THE COMPANY SHALL PROVIDE A BREAKDOWN
OF THE AGGREGATE VALUE OF RECURRENT RELATED PARTY
TRANSACTIONS MADE DURING THE FY, AMONGST OTHERS, BASED
ON:- I) THE TYPE OF THE RECURRENT RELATED PARTY
TRANSACTIONS MADE; AND II) THE NAME OF THE RELATED
PARTIES INVOLVED IN EACH TYPE OF THE RECURRENT RELATED
PARTY TRANSACTIONS MADE AND THEIR RELATIONSHIP WITH
THE COMPANY AND AUTHORIZE THE DIRECTORS OF THE COMPANY
AND ITS SUBSIDIARIES TO COMPLETE AND DO ALL SUCH ACTS
AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY
BE REQUIRED TO GIVE EFFECT TO THE TRANSACTIONS AS
AUTHORIZED BY THIS ORDINARY RESOLUTION
PROPOSAL #7.: AUTHORIZE THE COMPANY AND ITS ISSUER YES FOR N/A
SUBSIDIARIES, SUBJECT TO THE PROVISIONS OF THE LISTING
REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD, TO
ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS OF A
REVENUE OR TRADING NATURE WITH PERSONS CONNECTED WITH
TAN SRI DATO SERI VINCENT TAN CHEE YIOUN AS SPECIFIED
IN SECTION 2.3 OF THE CIRCULAR TO SHAREHOLDERS DATED
26 APR 2006 WHICH ARE NECESSARY FOR THE DAY TO DAY
OPERATIONS AND/OR IN THE ORDINARY COURSE OF BUSINESS
OF THE COMPANY AND ITS SUBSIDIARIES ON TERMS NOT MORE
FAVOURABLE TO THE RELATED PARTIES THAN THOSE GENERALLY
AVAILABLE TO THE PUBLIC AND ARE NOT DETRIMENTAL TO
THE MINORITY SHAREHOLDERS OF THE COMPANY AND THAT SUCH
APPROVAL SHALL CONTINUE TO BE IN FORCE UNTIL:- I) THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY FOLLOWING
THE GENERAL MEETING AT WHICH THIS ORDINARY RESOLUTION
SHALL BE PASSED, AT WHICH TIME IT WILL LAPSE, UNLESS
BY A RESOLUTION PASSED AT A GENERAL MEETING, THE
AUTHORITY CONFERRED BY THIS RESOLUTION IS RENEWED; II)
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT
AGM AFTER THE DATE IT IS REQUIRED TO BE HELD PURSUANT
TO SECTION 143(1) OF THE COMPANIES ACT, 1965 BUT
SHALL NOT EXTEND TO SUCH EXTENSION AS MAY BE ALLOWED
PURSUANT TO SECTION 143(2) OF THE COMPANIES ACT, 1965
; III REVOKED OR VARIED BY RESOLUTION PASSED BY THE
SHAREHOLDERS AT A GENERAL MEETING OR WHICHEVER IS
EARLIER; AND THAT IN MAKING THE DISCLOSURE OF THE
AGGREGATE VALUE OF THE RECURRENT RELATED PARTY
TRANSACTIONS CONDUCTED PURSUANT TO THE PROPOSED
SHAREHOLDERS APPROVAL IN THE COMPANY'S ANNUAL
REPORTS, THE COMPANY SHALL PROVIDE A BREAKDOWN OF THE
AGGREGATE VALUE OF RECURRENT RELATED PARTY
TRANSACTIONS MADE DURING THE FY, AMONGST OTHERS, BASED
ON:- I) THE TYPE OF THE RECURRENT RELATED PARTY
TRANSACTIONS MADE; AND II) THE NAME OF THE RELATED
PARTIES INVOLVED IN EACH TYPE OF THE RECURRENT RELATED
PARTY TRANSACTIONS MADE AND THEIR RELATIONSHIP WITH
THE COMPANY AND AUTHORIZE THE DIRECTORS OF THE COMPANY
AND ITS SUBSIDIARIES TO COMPLETE AND DO ALL SUCH ACTS
AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY
BE REQUIRED TO GIVE EFFECT TO THE TRANSACTIONS AS
AUTHORIZED BY THIS ORDINARY RESOLUTION
------------------------------------------------------------------------------------
ISSUER: DIGI.COM BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
CONFIRMATION BY THE HIGH COURT OF MALAYA, PURSUANT TO
SECTION 64 OF THE COMPANIES ACT, 1965 AND APPROVALS OF
ALL RELEVANT AUTHORITIES AND/OR RELEVANT PARTIES
BEING OBTAINED, TO REDUCE ITS ISSUED AND PAID-UP SHARE
CAPITAL BY REDUCING THE PAR VALUE OF EVERY ISSUED AND
PAID-UP ORDINARY SHARE FROM MYR 0.25 EACH UPON THE
CAPITAL REPAYMENT 1, AS SPECIFIED TAKING EFFECT TO
MYR 0.10 EACH; AND TO REDUCE THE SHARE PREMIUM ACCOUNT
OF THE COMPANY BY MYR 337,500,000 THROUGH AN
APPLICATION OF THAT AMOUNT TOWARDS A CAPITAL REPAYMENT
OF MYR 0.45 FOR EVERY ORDINARY SHARE OF MYR 0.25 EACH
HELD, AND FOR THE TOTAL CASH REPAYMENT OF MYR 0.60
FOR EVERY ORDINARY SHARE OF MYR 0.25 EACH HELD
ARISING FROM THE ABOVE TO BE MADE TO ALL ENTITLED
SHAREHOLDERS WHOSE NAMES APPEAR ON THE RECORD OF
DEPOSITORS OF THE COMPANY AT THE ENTITLEMENT DATE
BEING A DATE TO BE DETERMINED AND ANNOUNCED LATER BY
THE BOARD OF DIRECTORS OF THE COMPANY FURTHER TO THE
PROPOSED CAPITAL REPAYMENT BY DIGI TELECOMMUNICATIONS
SDN BHD AS SPECIFIED TAKING EFFECT; AMEND THE CLAUSE
5 OF THE COMPANY'S MEMORANDUM OF ASSOCIATION UP ON
THE PROPOSED CAPITAL REPAYMENT TAKING EFFECT THAT THE
CAPITAL OF THE COMPANY IS RINGGIT MALAYSIA MYR
1,000,000,000 ONLY DIVIDED INTO 10,000,000,000 SHARES
OF MYR 0.10 EACH, THE SHARES IN THE ORIGINAL OR ANY
INCREASED CAPITAL MAY BE DIVIDED INTO SEVERAL CLASSES
AND THERE MAY BE ATTACHED THERETO RESPECTIVELY ANY
PREFERENTIAL, DEFERRED OR OTHER SPECIAL RIGHTS,
PRIVILEGES, CONDITIONS OR RESTRICTIONS AS TO
DIVIDENDS, CAPITAL, VOTING OR OTHERWISE; AND AMEND THE
ARTICLE 3 OF THE ARTICLES OF ASSOCIATION UP ON THE
PROPOSED CAPITAL REPAYMENT TAKING EFFECT THAT THE
CAPITAL OF THE COMPANY IS MYR 1,000,000,000 DIVIDED
INTO 10,000,000,000 SHARES OF MYR 0.10 EACH; THE
PROPOSED CAPITAL REPAYMENT AND THE PROPOSED AMENDMENTS
ARE COLLECTIVELY REFERRED TO AS THE PROPOSALS AND
AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO DO
ALL SUCH DEEDS, ACTS AND THINGS AND EXECUTE, SIGN AND
DELIVER ALL DOCUMENTS, AND TO TAKE ALL SUCH STEPS FOR
AND ON BEHALF OF THE COMPANY AS THEY MAY CONSIDER
NECESSARY OR EXPEDIENT OR RELEVANT TO GIVE EFFECT TO,
AND IMPLEMENT THE PROPOSALS WITH FULL POWER TO ASSENT
TO ANY CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
AMENDMENTS AS MAY BE IMPOSED OR PERMITTED BY THE
RELEVANT AUTHORITIES
------------------------------------------------------------------------------------
ISSUER: DILLARD'S, INC.
TICKER: DDS CUSIP: 254067101
MEETING DATE: 5/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT C. CONNOR ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILL D. DAVIS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN PAUL HAMMERSCHMIDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER R. JOHNSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT BY THE AUDIT ISSUER YES FOR FOR
COMMITTEE OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR 2006.
------------------------------------------------------------------------------------
ISSUER: DISCOVERY HOLDING COMPANY
TICKER: DISCA CUSIP: 25468Y107
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J. DAVID WARGO ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: INCENTIVE PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #03: AUDITORS RATIFICATION ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: DNB NOR ASA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES TO SPECIFY THAT ISSUER YES FOR N/A
CONTROL COMMITTEE CHAIRMAN AND VICE-CHAIRMAN ARE
ELECTED BY THE GENERAL MEETING
PROPOSAL #2.: ELECT MESSRS. WENCHE AGERUP, NILS ISSUER YES FOR N/A
BASTIANSEN, JAN DYVI, TORIL EIDESVIK, HARBJOERN
HANSSON, ELDBJOERG LOEWER, DAG OPEDAL, ARTHUR
SLETTEBERG, TOVE STORROEDVANN, HANNE WIIG AND TOMAS
LEIRE AS MEMBERS OF THE COMMITTEE OF REPRESENTATIVES
AND 6 DEPUTY MEMBERS
PROPOSAL #3.: RE-ELECT MESSRS. TROND MOHN, PER MOELLER ISSUER YES FOR N/A
AND BENEDICTE SCHILBRED AS NEW MEMBERS OF THE
NOMINATING COMMITTEE
PROPOSAL #4.: APPROVE THE FINANCIAL STATEMENTS, ISSUER YES FOR N/A
ALLOCATION OF INCOME AND DIVIDENDS OF NOK 3.50 PER
SHARE AND APPROVE GROUP CONTRIBUTIONS IN THE AMOUNT OF
NOK 1,458 MILLION TO SUBSIDIARY VITAL FORSAKRING ASA
PROPOSAL #5.: APPROVE THE REMUNERATION OF THE AUDITORS ISSUER YES FOR N/A
IN THE AMOUNT OF NOK 450,000 FOR 2006
PROPOSAL #6.: APPROVE THE REMUNERATION OF THE MEMBERS ISSUER YES FOR N/A
OF THE CONTROL COMMITTEE IN THE AMOUNT OF NOK 290,000
FOR CHAIRMAN, NOK 210,000 FOR VICE-CHAIRMAN AND NOK
180,000 FOR OTHER MEMBERS
PROPOSAL #7.: GRANT AUTHORITY THE REPURCHASE OF UP TO ISSUER YES FOR N/A
10% OF ISSUED SHARE CAPITAL
------------------------------------------------------------------------------------
ISSUER: DOGAN SIRKETLER GRUBU HOLDINGS AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/11/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE PRESIDENCY BOARD ISSUER NO N/A N/A
PROPOSAL #2.: AUTHORIZE THE PRESIDENCY BOARD TO SIGN ISSUER NO N/A N/A
THE MINUTES OF THE MEETING
PROPOSAL #3.: APPROVE THE APPOINTMENT OF THE BOARD ISSUER NO N/A N/A
MEMBERS WHICH MADE WITHIN THE YEAR
PROPOSAL #4.: APPROVE THE REPORTS PREPARED BY THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE AUDITORS AND THE BALANCE
SHEET AND THE PROFIT/LOSS STATEMENTS RELATING TO
PERIOD 01 JAN 2004-31 DEC 2004
PROPOSAL #5.: GRANT RELEASE TO THE BOARD MEMBERS ISSUER NO N/A N/A
PROPOSAL #6.: GRANT RELEASE TO THE AUDIT MEMBERS ISSUER NO N/A N/A
PROPOSAL #7.: APPROVE THE DISTRIBUTION OF PROFIT ISSUER NO N/A N/A
PROPOSAL #8.: ELECT THE BOARD MEMBERS AND DETERMINE ISSUER NO N/A N/A
THEIR TERM OF OFFICE, NUMBERS AND REMUNERATION
PROPOSAL #9.: ELECT THE AUDIT MEMBERS AND DETERMINE ISSUER NO N/A N/A
THEIR TERM OF OFFICE, NUMBERS AND REMUNERATION
PROPOSAL #10.: APPROVE THE INDEPENDENT AUDIT FIRM ISSUER NO N/A N/A
WHICH WAS DETERMINED BY THE BOARD OF DIRECTORS
PROPOSAL #11.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE THE BOND AS WELL AS DETERMINATION OF BOND
AMOUNT, INTEREST RATE, PAY DATE AND OTHER CONDITIONS
RELATING TO THE BONDS
PROPOSAL #12.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
CONDUCT THE PROCEDURES STATED BY THE PROVISIONS NO.
334 AND 335 OF THE TURKISH COMMERCIAL CODE
PROPOSAL #13.: APPROVE TO INFORM THE SHAREHOLDERS ISSUER NO N/A N/A
ABOUT DONATIONS WHICH MADE PERIOD OF 01 JAN 2004-31
DEC 2004
PROPOSAL #14.: WISHES ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: DOGAN SIRKETLER GRUBU HOLDINGS AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE ASSEMBLY, ELECT THE ISSUER NO N/A N/A
CHAIRMANSHIP
PROPOSAL #2.: AUTHORIZE THE CHAIRMANSHIP TO SIGN THE ISSUER NO N/A N/A
MINUTES OF THE ASSEMBLY
PROPOSAL #3.: RATIFY THE BOARD OF DIRECTORS ACTIVITY ISSUER NO N/A N/A
REPORT, THE AUDITORS REPORT, THE INDEPENDENT EXTERNAL
AUDITING COMPANY'S REPORT AND BALANCE SHEET AND
INCOME STATEMENT OF YEAR 2005
PROPOSAL #4.: GRANT DISCHARGE TO THE BOARD MEMBERS ISSUER NO N/A N/A
PROPOSAL #5.: GRANT DISCHARGE TO THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #6.: APPROVE THE PROFIT OF THE ACCOUNTING ISSUER NO N/A N/A
PERIOD OF 2005
PROPOSAL #7.: APPROVE TO DETERMINE THE NUMBER OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS, OF HIS/HER TERM IN OFFICE AND
REMUNERATION; ELECT THE MEMBERS
PROPOSAL #8.: APPROVE TO DETERMINE THE NUMBER OF THE ISSUER NO N/A N/A
AUDITORS, OF HIS/HER TERM IN OFFICE AND REMUNERATION;
ELECT THE MEMBERS
PROPOSAL #9.: RATIFY THE ELECTION OF INDEPENDENT ISSUER NO N/A N/A
AUDITING COMPANY HELD BY BOARD OF DIRECTORS IN
ACCORDANCE WITH THE CAPITAL MARKET BOARD'S COMMUNIQUE
X- NO:16
PROPOSAL #10.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE BOND AND/OR FINANCIAL BOND AT THE AMOUNT TO
WHICH CAPITAL MARKET BOARD, TURKISH TRADE CODE AND
CAPITAL MARKET LAW ALLOWED AND TO DETERMINE THE RATE
OF THE INTEREST, DATE OF PAYMENT AND OTHER CONDITIONS,
WITHIN THE TERMS OF ARTICLE 14 OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #11.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO BECOME PARTNER TO THE COMPANIES OPERATING
IN THE SAME FIELD OF BUSINESS IN PERSON OR ON BEHALF
OF OTHER PERSONS AND TO MAKE ALL NECESSARY
TRANSACTIONS, IN ACCORDANCE WITH ARTICLES 334 AND 335
OF THE TURKISH TRADE CODE
PROPOSAL #12.: AMEND ARTICLE 8 TITLED CAPITAL, ARTICLE ISSUER NO N/A N/A
10 TITLED TRANSFER OF THE CAPITAL STOCKS AND REMOVE
OF THE ARTICLE 11 OF THE ARTICLES OF ASSOCIATION, IN
ORDER TO PROVIDE THE COMPATIBILITY OF THE ARTICLES OF
ASSOCIATION WITH THE NEW TURKISH LIRA AND CAPITAL
MARKET LEGISLATION
PROPOSAL #13.: APPROVE TO GIVE INFORMATION TO THE ISSUER NO N/A N/A
GENERAL ASSEMBLY ABOUT THE COMPANY'S POLICY ON
DISTRIBUTION, WITHIN THE TERMS OF CAPITAL MARKET
BOARD'S RESOLUTION DATED 27 JAN 2006 NO: 4/67
PROPOSAL #14.: APPROVE TO GIVE INFORMATION TO THE ISSUER NO N/A N/A
SHARE HOLDERS ABOUT THE DONATIONS GIVEN BY THE COMPANY
ACROSS THE YEAR 2005
PROPOSAL #15.: WISHES ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: DOW JONES & COMPANY, INC.
TICKER: DJ CUSIP: 260561105
MEETING DATE: 4/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LEWIS B. CAMPBELL* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARVEY GOLUB* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DIETER VON HOLTZBRINCK* ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: M. PETER MCPHERSON* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK N. NEWMAN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER BANCROFT** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDUARDO CASTRO-WRIGHT** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL B. ELEFANTE** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. ENGLER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE HILL** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER R. KANN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID K.P. LI** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELIZABETH STEELE** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD F. ZANNINO** ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTANTS FOR 2006.
PROPOSAL #03: ADOPTION OF DOW JONES 2006 EXECUTIVE ISSUER YES FOR FOR
ANNUAL INCENTIVE PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL TO REQUIRE THAT SHAREHOLDER YES AGAINST FOR
DIFFERENT PERSONS SERVE IN THE POSITIONS OF CHAIRMAN
OF THE BOARD AND CHIEF EXECUTIVE OFFICER AND THAT THE
CHAIRMAN NOT BE A CURRENT OR FORMER EXECUTIVE OF THE
COMPANY.
PROPOSAL #05: STOCKHOLDER PROPOSAL TO REQUIRE THE SHAREHOLDER YES AGAINST FOR
COMPANY TO PROVIDE IN THE PROXY STATEMENT COMPLETE
DETAILS ON THE STOCKHOLDER PROPOSAL SUBMISSION PROCESS.
------------------------------------------------------------------------------------
ISSUER: DSM N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: THE MANAGING BOARD WILL COMMENT ON THE ISSUER NO N/A N/A
REPORT BY THE MANAGING BOARD IN DSM'S ANNUAL REPORT
FOR 2005 (SEE PP. 6 TO 59 OF THE ANNUAL REPORT FOR
2005) IT WILL ALSO EXPLAIN DSM'S APPROACH TO THE
IMPLEMENTATION OF THE DUTCH CORPORATE GOVERNANCE CODE;
AFTER THE EXPLANATION THOSE PRESENT AT THE MEETING
WILL BE GIVEN THE OPPORTUNITY TO ASK QUESTIONS OR MAKE
REMARKS ABOUT THE ANNUAL REPORT FOR 2005 AS WELL AS
THE REPORT BY THE SUPERVISORY BOARD TO THE
SHAREHOLDERS (INCLUDED IN THE ANNUAL REPORT FOR 2005
ON PP. 60 TO 63) AND THE TRIPLE P REPORT FOR 2005
PROPOSAL #3.A: THE SUPERVISORY BOARD APPROVED ON 8 ISSUER NO N/A N/A
FEBRUARY 2006 THE FINANCIAL STATEMENTS DRAWN UP BY THE
MANAGING BOARD. THE FINANCIAL STATEMENTS WERE
PUBLISHED ON 9 FEBRUARY 2006 AND ARE NOW SUBMITTED FOR
ADOPTION BY THE GENERAL MEETING (SEE ARTICLE 31,
SECTION 2, OF THE ARTICLES OF ASSOCIATION)
PROPOSAL #3.B: WITH THE APPROVAL OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD, THE MANAGING BOARD IS PRESENTING TO THE GENERAL
MEETING FOR APPROVAL THE PROPOSAL THAT THE DIVIDEND
PER ORDINARY SHARE TO BE PAID FOR 2005 BE EUR 1.00
(SEE ARTICLE 32, SECTION 6 OF THE ARTICLES OF
ASSOCIATION); AN INTERIM DIVIDEND OF EUR 0.29 PER
ORDINARY SHARE HAVING BEEN PAID IN AUGUST 2005, THE
FINAL DIVIDEND THUS AMOUNTS TO EUR 0.71 PER ORDINARY
SHARE
PROPOSAL #3.C: IT IS PROPOSED THAT THE MEMBERS OF THE ISSUER NO N/A N/A
MANAGING BOARD BE RELEASED FROM LIABILITY IN RESPECT
OF THEIR MANAGERIAL ACTIVITIES (SEE ARTICLE 31,
SECTION 3, OF THE ARTICLES OF ASSOCIATION)
PROPOSAL #3.D: IT IS PROPOSED THAT THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD BE RELEASED FROM LIABILITY IN
RESPECT OF THEIR SUPERVISORY ROLE (SEE ARTICLE 31,
SECTION 3, OF THE ARTICLES OF ASSOCIATION)
PROPOSAL #4.: THE RESERVE POLICY IS UNCHANGED COMPARED ISSUER NO N/A N/A
WITH LAST YEAR. THE RESERVE POLICY IS CLOSELY LINKED
TO THE DIVIDEND POLICY. EVERY YEAR THE MANAGING BOARD,
WITH THE APPROVAL OF THE SUPERVISORY BOARD, DECIDES
WHAT PART OF THE PROFITS IS TO BE APPROPRIATED TO THE
RESERVES. THE PORTION OF THE PROFIT THEN REMAINING,
AFTER DEDUCTION OF THE DIVIDEND ON CUMULATIVE
PREFERENCE SHARES, IS AT THE DISPOSAL OF THE GENERAL
MEETING. THE DIVIDEND THAT THE COMPANY PAYS ITS
SHAREHOLDERS DEPENDS ON BUSINESS CONDITIONS, THE
COMPANY'S FINANCIAL PERFORMANCE AND OTHER RELEVANT
FACTORS. DSM AIMS TO PROVIDE A STABLE AND PREFERABLY
RISING DIVIDEND. THE DIVIDEND IS BASED ON A PERCENTAGE
OF CASH FLOW. BARRING UNFORESEEN CIRCUMSTANCES, THIS
PERCENTAGE LIES WITHIN A RANGE OF 16 TO 20% OF THE NET
PROFIT EXCLUDING EXCEPTIONAL ITEMS (MINUS THE
DIVIDEND PAYABLE TO HOLDERS OF CUMULATIVE PREFERENCE
SHARES) PLUS DEPRECIATION AND AMORTIZATION. SINCE
DEPRECIATION AND AMORTIZATION FORM A LARGE AND STABLE
COMPONENT OF CASH FLOW, THE DIVIDEND, TOO, IS
RELATIVELY STABLE AND PREDICTABLE
PROPOSAL #5.A: ACCORDING TO THE ROTATION SCHEDULE, MR ISSUER NO N/A N/A
C. VAN WOUDENBERG IS DUE TO RESIGN. MR VAN WOUDENBERG
HAS PUT HIMSELF UP FOR REAPPOINTMENT. IN ACCORDANCE
WITH ARTICLE 24, SECTION 2, OF THE ARTICLES OF
ASSOCIATION, THE SUPERVISORY BOARD NOMINATES MR VAN
WOUDENBERG FOR REAPPOINTMENT AS A MEMBER OF THE
SUPERVISORY BOARD OF DSM ON THE BASIS OF HIS KNOWLEDGE
GAINED DURING HIS CAREER IN THE CHEMICAL INDUSTRY,
HIS INTERNATIONAL EXPERIENCE AND HIS MANAGERIAL
QUALITIES, WHICH HE HAS DEMONSTRATED DURING HIS YEARS
AS A MEMBER OF DSM'S SUPERVISORY BOARD. MR VAN
WOUDENBERG QUALIFIES AS AN INDEPENDENT MEMBER OF THE
SUPERVISORY BOARD WITHIN THE MEANING OF THE PROVISIONS
OF THE DUTCH CORPORATE GOVERNANCE CODE. IT IS
PROPOSED THAT THE MEETING REAPPOINT MR VAN WOUDENBERG
AS A MEMBER OF THE SUPERVISORY BOARD OF DSM IN
ACCORDANCE WITH THE NOMINATION OF THE SUPERVISORY
BOARD. MR VAN WOUDENBERG WAS BORN IN 1948 AND IS A
DUTCH CITIZEN. AFTER HIS STUDY OF LAW AT LEIDEN
UNIVERSITY HE WORKED AT AKZO NOBEL FROM 1974 TO 1989
IN VARIOUS POSITIONS. FROM 1989 TO JULY 2005 HE WORKED
AT KLM, MOST RECENTLY AS MANAGING DIRECTOR & CHIEF
HUMAN RESOURCES OFFICER. IN 2005 HE WAS APPOINTED
EXECUTIVE VICE PRESIDENT AT THE AIR FRANCE-KLM
HOLDING, AND A MEMBER OF THE EXECUTIVE COMMITTEE OF
AIR FRANCE. MR VAN WOUDENBERG IS A MEMBER OF THE
SUPERVISORY BOARDS OF TRANSAVIA CV, MERCURIUS GROUP
WORMERVEER B.V. AND CO PERATIEVE VERENIGING VERENIGDE
BLOEMENVEILING AALSMEER B.A., A MEMBER OF THE
MANAGEMENT COMMITTEE OF THE CONFEDERATION OF
NETHERLANDS INDUSTRY AND EMPLOYERS (VNO-NCW), CHAIRMAN
OF THE DUTCH EMPLOYERS ASSOCIATION AWVN, AND A
MEMBER OF THE SOCIAL AND ECONOMIC COUNCIL (SER). MR
PROPOSAL #5.B: CURRENTLY THE SUPERVISORY BOARD ISSUER NO N/A N/A
CONSISTS OF SEVEN MEMBERS. MR M LLER WILL STEP DOWN AT
THE ANNUAL GENERAL MEETING IN 2007 AS HE WILL BY THEN
HAVE SERVED THE MAXIMUM TERM OF 12 YEARS ON THE
SUPERVISORY BOARD. THE SUPERVISORY BOARD CONSIDERS IT
DESIRABLE TO APPOINT A NEW SUPERVISORY BOARD MEMBER.
IN ACCORDANCE WITH ARTICLE 24, SECTION 2, OF THE
ARTICLES OF ASSOCIATION, THE SUPERVISORY BOARD
NOMINATES MR T. DE SWAAN FOR APPOINTMENT AS A MEMBER
OF THE SUPERVISORY BOARD OF DSM BECAUSE OF HIS
MANAGERIAL EXPERIENCE AND EXPERTISE IN THE FIELD OF
FINANCE & ECONOMICS. MR DE SWAAN QUALIFIES AS AN
INDEPENDENT MEMBER OF THE SUPERVISORY BOARD WITHIN THE
MEANING OF THE PROVISIONS OF THE DUTCH CORPORATE
GOVERNANCE CODE. IT IS PROPOSED THAT THE MEETING
APPOINT MR DE SWAAN AS A MEMBER OF THE SUPERVISORY
BOARD OF DSM WITH EFFECT FROM 29 MARCH 2006 IN
ACCORDANCE WITH THE NOMINATION OF THE SUPERVISORY
BOARD. MR DE SWAAN WAS BORN IN 1946 AND IS A DUTCH
CITIZEN. AFTER COMPLETING IN 1972 HIS MASTER DEGREE IN
ECONOMICS FROM THE UNIVERSITY OF AMSTERDAM, HE JOINED
THE DUTCH CENTRAL BANK (DE NEDERLANDSCHE BANK). HE
WAS APPOINTED MEMBER OF THE GOVERNING BOARD OF DE
NEDERLANDSCHE BANK IN 1986, IN CHARGE OF PAYMENT
SYSTEMS, IT, HUMAN RESOURCES, AND PLANNING AND
CONTROL. IN 1992, HE ASSUMED RESPONSIBILITY FOR THE
SUPERVISION OF CREDIT INSTITUTIONS AND MUTUAL FUNDS IN
THE NETHERLANDS. IN THAT CAPACITY, HE SERVED AS
CHAIRMAN OF THE JOINT FORUM ON FINANCIAL CONGLOMERATES
AND THE BANKING SUPERVISORY COMMITTEE OF THE EUROPEAN
MONETARY INSTITUTE. IN 1997, HE WAS APPOINTED
CHAIRMAN OF THE BASEL COMMITTEE ON BANKING
SUPERVISION. IN 1999 HE JOINED ABN AMRO AND WAS
APPOINTED MEMBER OF THE MANAGING BOARD AND CHIEF
FINANCIAL OFFICER. MR DE SWAAN WILL RETIRE ON 1 MAY
2006. HE HAS AGREED TO CONTINUE HIS SERVICES FOR ABN
AMRO AFTER HIS RETIREMENT AS AN ADVISOR TO THE
MANAGING BOARD, SPECIFICALLY ON THE TOPICS OF ECONOMIC
AND FINANCIAL AFFAIRS, AND SUSTAINABLE DEVELOPMENT.
IN ADDITION MR DE SWAAN IS A MEMBER OF THE BOARD OF
DIRECTORS OF SAUDI HOLLANDI BANK, CHAIRMAN OF THE
BOARD OF THE NETHERLANDS OPERA, THE MUZIEKTHEATER,
NON- EXECUTIVE DIRECTOR ON THE BOARD OF GLAXO SMITH
KLINE LONDON, THE FINANCIAL SERVICES AUTHORITY, BOARD
MEMBER OF ROYAL CONCERTGEBOUW ORCHESTRA AND MEMBER OF
THE SUPERVISORY BOARD HENDRICK DE KEYSER. MR DE SWAAN
HOLDS NO DSM SHARES
PROPOSAL #6.: TO FILL THE VACANCY ARISING FROM MR C. ISSUER NO N/A N/A
GOPPELSROEDER'S RETIREMENT FROM THE MANAGING BOARD ON
1 APRIL 2006, IN ACCORDANCE WITH ARTICLE 17, SECTION
2, OF THE ARTICLES OF ASSOCIATION THE SUPERVISORY
BOARD NOMINATES MR N. H. GERARDU AS A MEMBER OF THE
MANAGING BOARD. THE SUPERVISORY BOARD CONSIDERS MR
GERARDU A SUITABLE CANDIDATE, GIVEN HIS INTERNATIONAL
EXPERIENCE, HIS MANAGERIAL QUALITIES AND HIS KNOWLEDGE
OF THE LIFE SCIENCE AND PERFORMANCE MATERIALS
INDUSTRY. IN ACCORDANCE WITH THE NOMINATION OF THE
SUPERVISORY BOARD, IT IS PROPOSED TO THE GENERAL
MEETING THAT MR GERARDU BE APPOINTED AS A MEMBER OF
THE MANAGING BOARD OF DSM WITH EFFECT FROM 1 APRIL
2006 FOR A PERIOD OF FOUR YEARS, IN ACCORDANCE WITH
THE DUTCH CODE ON CORPORATE GOVERNANCE. MR GERARDU WAS
BORN IN 1951 AND IS A DUTCH CITIZEN. HE STUDIED
PHYSICAL TECHNOLOGY AT THE TECHNICAL UNIVERSITY OF
EINDHOVEN AND EARNED AN MBA DEGREE AT THE UNIVERSITY
OF DIEPENBEEK (BELGIUM). MR GERARDU HAS WORKED AT DSM
SINCE 1975, WHERE HE HAS SERVED IN A WIDE VARIETY OF
MANAGEMENT POSITIONS IN DIFFERENT BUSINESS GROUPS:
INDUSTRIAL CHEMICALS, PLASTICS, PLASTIC PRODUCTS, FINE
CHEMICALS AND MOST RECENTLY DSM ANTI-INFECTIVES,
WHERE HE HAS BEEN BUSINESS GROUP DIRECTOR SINCE 2000.
MR GERARDU IS A MEMBER OF THE SUPERVISORY BOARD OF
POLYNORM. MR GERARDU HOLDS NO DSM SHARES
PROPOSAL #7.A: A PROPOSAL IS SUBMITTED TO THE GENERAL ISSUER NO N/A N/A
MEETING TO EXTEND THE PERIOD DURING WHICH THE MANAGING
BOARD IS AUTHORIZED TO ISSUE SHARES, WHICH INCLUDES
THE GRANTING OF RIGHTS FOR THE TAKING UP OF SHARES AS
PROVIDED FOR IN ARTICLE 10 OF THE ARTICLES OF
ASSOCIATION, TO A DATE 18 MONTHS FROM THE DATE OF THIS
GENERAL MEETING, ON THE UNDERSTANDING THAT THIS
AUTHORIZATION OF THE MANAGING BOARD - AS REGARDS THE
ISSUE OF ORDINARY SHARES - IS LIMITED TO A NUMBER OF
SHARES WITH A FACE VALUE AMOUNTING TO 10% OF THE
ISSUED CAPITAL, AND TO AN ADDITIONAL 10% OF THE ISSUED
CAPITAL IF THE ISSUE TAKES PLACE WITHIN THE CONTEXT
OF A MERGER OR ACQUISITION, AND - AS REGARDS THE ISSUE
OF PREFERENCE SHARES - RELATES TO ALL NON-ISSUED
PREFERENCE SHARES OF THE AUTHORIZED CAPITAL AT THE
LEVEL AT WHICH IT NOW STANDS OR MAY STAND AT ANY
FUTURE TIME
PROPOSAL #7.B: A PROPOSAL IS SUBMITTED TO THE GENERAL ISSUER NO N/A N/A
MEETING TO EXTEND THE PERIOD DURING WHICH THE MANAGING
BOARD IS AUTHORIZED TO LIMIT OR EXCLUDE THE
PREFERENTIAL RIGHT WHEN ISSUING ORDINARY SHARES,
INCLUDING THE GRANTING OF RIGHTS FOR THE TAKING UP OF
ORDINARY SHARES, AS PROVIDED FOR IN ARTICLE 11 OF THE
ARTICLES OF ASSOCIATION, TO A DATE 18 MONTHS FROM THE
DATE OF THIS GENERAL MEETING ON THE UNDERSTANDING THAT
THIS AUTHORIZATION OF THE MANAGING BOARD IS LIMITED
TO A NUMBER OF ORDINARY SHARES AMOUNTING TO 10% OF THE
ISSUED CAPITAL, AND TO AN ADDITIONAL 10% OF THE
ISSUED CAPITAL IF THE ISSUE TAKES PLACE WITHIN THE
CONTEXT OF A MERGER OR ACQUISITION
PROPOSAL #8.: IT IS CONSIDERED APPROPRIATE TO HAVE ISSUER NO N/A N/A
FLEXIBILITY WITH REGARD TO THE REPURCHASE OF OWN
SHARES UP TO THE LEGALLY ALLOWED MAXIMUM OF 10% OF THE
ISSUED CAPITAL, FOR EXAMPLE, AMONGST OTHER THINGS, TO
BE ABLE TO SERVICE SHARE OPTIONS GRANTED TO
MANAGEMENT AND PERSONNEL. IN ACCORDANCE WITH ARTICLE
13 OF THE ARTICLES OF ASSOCIATION, THE COMPANY MAY
ACQUIRE ITS OWN SHARES (OR DEPOSITARY RECEIPTS
THEREOF) BY VIRTUE OF A RESOLUTION OF THE MANAGING
BOARD, WHICH RESOLUTION IS SUBJECT TO APPROVAL BY THE
SUPERVISORY BOARD. UNDER ARTICLE 98 OF BOOK 2 OF THE
DUTCH CIVIL CODE, THIS REQUIRES AUTHORIZATION BY THE
GENERAL MEETING. THE DURATION OF SUCH AUTHORIZATION IS
LIMITED BY LAW TO A MAXIMUM OF 18 MONTHS. IT IS
PROPOSED THAT THE GENERAL MEETING AUTHORIZE THE
MANAGING BOARD TO REPURCHASE SHARES, ON THE STOCK
EXCHANGE OR OTHERWISE, AS MEANT IN ARTICLE 13 OF THE
ARTICLES OF ASSOCIATION, FOR A PERIOD OF 18 MONTHS
FROM THE DATE OF THIS GENERAL MEETING, UP TO THE
LEGALLY ALLOWED MAXIMUM OF 10% OF THE ISSUED CAPITAL
AND IN THE CASE OF ORDINARY SHARES FOR A PRICE BETWEEN
THE PAR VALUE AND THE OPENING PRICE ON THE EURONEXT
AMSTERDAM EXCHANGES ON THE DAY OF PURCHASE + 10% AND
IN THE CASE OF CUMULATIVE PREFERENCE SHARES A FOR A
PRICE BETWEEN THE PAR VALUE AND THE COMPUTATION BASE
REFERRED TO IN ARTICLE 32, SECTION 3, OF THE ARTICLES
OF ASSOCIATION, + 10%
PROPOSAL #9.: THE ISSUING OF SHARES, FOR INSTANCE IN ISSUER NO N/A N/A
CONNECTION WITH THE EXERCISE OF THE OPTION RIGHTS
ANNUALLY GRANTED TO DSM'S MANAGEMENT AND PERSONNEL,
MAY LEAD TO DILUTION OF THE SHARE CAPITAL. TO THE
EXTENT THAT THE FINANCIAL POSITION ALLOWS THIS AND THE
POSSIBILITIES THEREFOR EXIST ON THE SHARE MARKET,
THIS DISADVANTAGE FOR HOLDERS OF ORDINARY SHARES SHALL
BE OFFSET AS MUCH AS POSSIBLE BY THE PURCHASING AND
POSSIBLE CANCELLATION OF SHARES HELD BY THE COMPANY IN
ITS OWN CAPITAL. THE AUTHORIZATION TO REPURCHASE
COMPANY SHARES IS REQUESTED UNDER ITEM 8 OF THE
AGENDA. THE MANAGING BOARD, WITH DUE OBSERVANCE OF THE
PROVISIONS OF ARTICLE 14 OF THE ARTICLES OF
ASSOCIATION AND WITH THE APPROVAL OF THE SUPERVISORY
BOARD, PROPOSES THAT THE GENERAL MEETING RESOLVES TO
EDUCE THE ISSUED CAPITAL BY CANCELLATION OF SHARES
HELD BY THE COMPANY IN ITS OWN CAPITAL UP TO A MAXIMUM
OF THE NUMBER THAT IS OR WILL BE BOUGHT BY THE
COMPANY. THE NUMBER OF SHARES TO BE CANCELLED UNDER
THIS RESOLUTION SHALL BE DETERMINED BY THE MANAGING
BOARD AND IS LIMITED TO A MAXIMUM OF 10% OF THE ISSUED
CAPITAL AS APPEARING FROM THE ANNUAL ACCOUNTS FOR
2005. THE AMOUNT OF THE CAPITAL REDUCTION SHALL ALWAYS
APPEAR FROM A RESOLUTION ADOPTED TO THIS END BY THE
MANAGING BOARD, WHICH WILL BE FILED AT THE TRADE
REGISTER. IN EVERY OTHER RESPECT, THE CAPITAL
REDUCTION SHALL TAKE PLACE WITH DUE OBSERVANCE OF THE
APPLICABLE PROVISIONS OF THE LAW AND THE ARTICLES OF
ASSOCIATION
PROPOSAL #10.: THE PROPOSAL FOR THE AMENDMENT OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION IS SUBMITTED BY THE MANAGING
BOARD AND HAS BEEN APPROVED BY THE SUPERVISORY BOARD.
THE REASON FOR THE AMENDMENT OF THE ARTICLES OF
ASSOCIATION IS THE INTENDED DEMATERIALISATION OF
SHARES, WHEREBY ORDINARY SHARES ARE CONVERTED INTO
REGISTERED SHARES THAT ARE INCLUDED IN THE SYSTEM OF
THE SECURITIES BOOK-ENTRY TRANSFER ACT WET GIRAAL
EFFECTENVERKEER . IT IS ALSO PROPOSED TO INCLUDE AN
INDEMNIFICATION CLAUSE FOR DIRECTORS AND OFFICERS IN
THE ARTICLES OF ASSOCIATION. THE FULL TEXT OF THE
PROPOSAL WITH A SEPARATE EXPLANATION IS ANNEXED TO
THIS AGENDA. THE PROPOSAL FOR THE AMENDMENT OF THE
ARTICLES OF ASSOCIATION ENTAILS THE GRANTING OF
AUTHORIZATION TO EACH MEMBER OF THE MANAGING BOARD,
THE COMPANY SECRETARY, THE DIRECTOR LEGAL AFFAIRS OF
THE COMPANY AS WELL AS EACH (JUNIOR) CIVIL-LAW NOTARY
AND NOTARIAL EMPLOYEE OF ALLEN & OVERY LLP, LAWYERS,
CIVIL-LAW NOTARIES AND TAX ADVISERS IN AMSTERDAM, TO
REQUEST A CERTIFICATE OF NO OBJECTIONS ON THE DRAFT
DEED OF AMENDMENT OF THE ARTICLES OF ASSOCIATION, AND
TO HAVE THE DEED EXECUTED. IT IS PROPOSED TO AMEND THE
ARTICLES OF ASSOCIATION IN ACCORDANCE WITH THE TEXT
OF THE PROPOSAL AND THE GRANT THE AUTHORIZATION
DESCRIBED ABOVE
PROPOSAL #11.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #12: CLOSURE ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: DST SYSTEMS, INC.
TICKER: DST CUSIP: 233326107
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS A. MCCULLOUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TRAVIS E. REED ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE DST AUDIT ISSUER YES FOR FOR
COMMITTEE'S SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
------------------------------------------------------------------------------------
ISSUER: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE 2005 FINANCIAL YEAR ALONG WITH THE
COMBINED REVIEW OF OPERATIONS FOR E.ON AG AND THE E.ON
GROUP AND THE REPORT OF THE SUPERVISORY BOARD AS WELL
AS THE PRESENTATION OF THE APPROVED CONSOLIDATED
FINANCIAL STATEMENTS
PROPOSAL #2.: APPROPRIATION OF THE BALANCE SHEET ISSUER NO N/A N/A
INCOME FROM THE 2005 FY AND THE APPROPRIATION OF THE
DISTRIBUTABLE PROFIT OF EUR 4,614,074,864 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2.75 PLUS A BONUS OF EUR
4.25 PER ENTITLED SHARE EX-DIVIDEND AND PAYABLE DATE:
05 MAY 2006
PROPOSAL #3.: DISCHARGE OF THE BOARD OF MANAGEMENT FOR ISSUER NO N/A N/A
THE 2005 FY
PROPOSAL #4.: DISCHARGE OF THE SUPERVISORY BOARD FOR ISSUER NO N/A N/A
THE 2005 FY
PROPOSAL #5.: AUTHORIZE THE BOARD OF MANAGING ISSUER NO N/A N/A
DIRECTORS TO ACQUIRE SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARE CAPITAL, ON OR BEFORE 04 NOV 2007 AND
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; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER
TO ALL SHAREHOLDERS IF THE SHARES ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE
SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR
FOR SATISFYING EXISTING CONVERTIBLE OR OPTION RIGHTS,
TO OFFER THE SHARES TO EXECUTIVES AND EMPLOYEES OF THE
COMPANY AND ITS AFFILIATES AND TO RETIRE THE SHARES
PROPOSAL #6.: CONSENT TO THE AGREEMENT ON DOMINATION ISSUER NO N/A N/A
AND DISTRIBUTION OF PROFITS AND LOSSES BETWEEN THE
COMPANY E.ON ZWOELFTE VERWALTUNGS GMBH, EFFECTIVE
UNTIL AT LEAST 31 DEC 2011
PROPOSAL #7.: CONSENT TO THE AGREEMENT ON DOMINATION ISSUER NO N/A N/A
AND DISTRIBUTION OF PROFITS AND LOSSES BETWEEN THE
COMPANY E.ON DREIZEHNTE VERWALTUNGS GMBH, EFFECTIVE
UNTIL AT LEAST 31 DEC 2011
PROPOSAL #8.: CHANGE OF THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
REGARDING THE SHAREHOLDERS RIGHT TO SPEAK AND ASK
QUESTIONS DUE TO THE INSERTION OF SECTION 131
PARAGRAPH 2 SENTENCE 2 GERMAN STOCK CORPORATION ACT
AKTG THROUGH THE LAW ON CORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT OF AVOIDANE UMAG
PROPOSAL #9.: ELECT THE AUDITORS FOR THE 2006 FY: ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AG, DUESSELDORF
------------------------------------------------------------------------------------
ISSUER: EARTHLINK, INC.
TICKER: ELNK CUSIP: 270321102
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARCE FULLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT M. KAVNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. WHEELER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: APPROVAL OF THE EARTHLINK 2006 EQUITY ISSUER YES AGAINST AGAINST
AND CASH INCENTIVE PLAN.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS TO SERVE AS EARTHLINK'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2006.
------------------------------------------------------------------------------------
ISSUER: EAST JAPAN RAILWAY CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ALLOW DISCLOSURE OF ISSUER YES FOR N/A
SHAREHOLDER MEETING MATERIALS ON THEINTERNET, ALLOW
USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPOINT INDEPENDENT AUDITORS , APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE, REDUCE
BOARD SIZE
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.18: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.19: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.20: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.21: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.22: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.23: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.24: APPOINT A DIRECTOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: EBARA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES FOR N/A
LIABILITY SYSTEM FOR OUTSIDE AUDITORS,ADOPT REDUCTION
OF LIABILITY SYSTEM FOR OUTSIDE DIRECTORS , ALLOW
DISCLOSURE OF SHAREHOLDER MEETING MATERIALS ON THE
INTERNET, APPROVE MINOR REVISIONS RELATED TO THE
NEW COMMERCIAL CODE
PROPOSAL #3: APPROVE REVENUE RESERVES REDUCTION ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE RETIREMENT BENEFITS TO DIRECTOR, ISSUER YES FOR N/A
AND SPECIAL PAYMENT FOR DECEASEDDIRECTORS
------------------------------------------------------------------------------------
ISSUER: EDISON INTERNATIONAL
TICKER: EIX CUSIP: 281020107
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: J.E. BRYSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: F.A. CORDOVA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.B. CURTIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.M. FREEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. KARATZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.G. NOGALES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. OLSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. ROSSER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.T. SCHLOSBERG, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.H. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.C. SUTTON ISSUER YES FOR FOR
PROPOSAL #02: MANAGEMENT PROPOSAL TO AMEND ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE ARTICLE FIFTH, THE FAIR
PRICE PROVISION.
PROPOSAL #03: SHAREHOLDER PROPOSAL ON SIMPLE MAJORITY SHAREHOLDER YES AGAINST FOR
VOTE .
------------------------------------------------------------------------------------
ISSUER: EIRCOM GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/25/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR N/A
AND THE FINANCIAL STATEMENTS AND THE INDEPENDENT
AUDITORS REPORT ON THE FINANCIAL STATEMENTS THE
REPORT AND ACCOUNTS FOR THE FYE 31 MAR 2005
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE FYE 31 MAR 2005
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 MICHAEL GERARD NOLAN ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #6.: RE-ELECT MR. MAURICE ALAN PRATT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. PADRAIC JOSEPH O CONNOR AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #10.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
MAR 2005, OF 6 CENT PER ISSUED ORDINARY SHARES
PROPOSAL #11.: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS, BY THE ARTICLE 12 OF THE
COMPANY'S ARTICLES OF ASSOCIATION FOR A PERIOD
EXPIRING ON THE EARLIER OF 15 MONTHS AND THE
CONCLUSION OF THE NEXT AGM, AND FOR THAT PRESCRIBED
PERIOD THE SECTION80 AMOUNT SHALL BE GBP 25,044,325;
BEING ONE-THIRD OF THE ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY
PROPOSAL #S.12: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY THE ARTICLE 13 OF THE
COMPANY'S ARTICLES OF ASSOCIATION FOR A PERIOD
EXPIRING ON THE EARLIER OF 15 MONTHS AND THE
CONCLUSION OF THE NEXT AGM, AND FOR THAT PRESCRIBED
PERIOD THE SECTION89 AMOUNT SHALL BE GBP 3,756,649;
BEING 5% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE
COMPANY EXCLUSIVE OF TREASURY SHARES HELD BY THE
COMPANY
PROPOSAL #S.13: AUTHORIZE THE COMPANY TO PURCHASE ITS ISSUER YES FOR N/A
OWN FULLY-PAID A MAXIMUM AGGREGATE NUMBER OF
75,132,974 ORDINARY SHARES OF GBP 0.10 EACH BY WAY OF
MARKET PURCHASES SECTION 163(3) OF THE UK COMPANIES
ACT 1985 , AT A MINIMUM PRICE OF GBP 0.10 PER SHARE
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 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 GBP 0.10 EACH WHERE THE
PURCHASE WILL OR MAY BE COMPLETED, EITHER WHOLLY OR
PARTLY AFTER SUCH EXPIRY
------------------------------------------------------------------------------------
ISSUER: ENCANA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2006 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 ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. RANDALL K. ERESMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. MICHAEL A. GRANDIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. BARRY W. HARRISON AS A ISSUER YES FOR N/A
DIRECTOR
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 ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.13: ELECT MR. JANE L. PEVERETT AS A ISSUER YES FOR N/A
DIRECTOR
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 ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.: APPOINT THE PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS THE AUDITORS AND AUTHORIZE BOARD TOFIX REMUNERATION
OF THE AUDITORS
------------------------------------------------------------------------------------
ISSUER: ENDURANCE SPECIALTY HOLDINGS LTD.
TICKER: ENH CUSIP: G30397106
MEETING DATE: 10/26/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ADOPT THE COMPANY'S EMPLOYEE SHARE ISSUER YES FOR FOR
PURCHASE PLAN.
PROPOSAL #02: TO ESTABLISH THE COMPANY'S 2005 ISSUER YES FOR FOR
SHARESAVE SCHEME AND AUTHORIZE THE BOARD TO DO ALL
ACTS AND THINGS WHICH THEY MAY CONSIDER NECESSARY OR
DESIRABLE TO BRING THE 2005 SHARESAVE SCHEME INTO
EFFECT AND TO MAKE SUCH MODIFICATIONS WHICH THEY MAY
CONSIDER NECESSARY OR DESIRABLE TO OBTAIN OR MAINTAIN
THE APPROVAL OF THE 2005 SCHEME BY HER MAJESTY'S
REVENUE AND CUSTOMS OF THE U.K.
------------------------------------------------------------------------------------
ISSUER: ENDURANCE SPECIALTY HOLDINGS LTD.
TICKER: ENH CUSIP: G30397106
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: STEVEN W. CARLSEN*1 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH J. LESTRANGE*1 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THERESE M. VAUGHAN*1 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. MAX WILLIAMSON*1 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. BAILY*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NORMAN BARHAM*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GALEN R. BARNES*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. BOLINDER*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN W. CARLSEN*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH J. LESTRANGE*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRENDAN R. O'NEILL*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. PERRY*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. SPASS*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THERESE M. VAUGHAN*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. MAX WILLIAMSON*2 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. BOLINDER*3 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK W. BOUCHER*3 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH J. LESTRANGE*3 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIMON MINSHALL*3 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRENDAN R. O'NEILL*3 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. BOLINDER*4 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK W. BOUCHER*4 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH J. LESTRANGE*4 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIMON MINSHALL*4 ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRENDAN R. O'NEILL*4 ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2006 AND TO
AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE
AUDIT COMMITTEE, TO SET THE FEES FOR THE INDEPENDENT
AUDITORS.
------------------------------------------------------------------------------------
ISSUER: ENERGEN CORPORATION
TICKER: EGN CUSIP: 29265N108
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JUDY M. MERRITT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN A. SNIDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY C. YOUNGBLOOD ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: ENI SPA, ROMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE BALANCE SHEET AND THE ISSUER NO N/A N/A
CONSOLIDATED BALANCE SHEET AS OF 31 DEC 2005 AND THE
BOARD OF DIRECTORS, INTERNAL AND EXTERNAL AUDITORS
REPORTS
PROPOSAL #O.2: APPROVE THE NET INCOME ALLOCATION ISSUER NO N/A N/A
PROPOSAL #O.3: GRANT AUTHORITY TO PURCHASE OWN SHARES ISSUER NO N/A N/A
AND WITHDRAWAL, FOR THE PART NOT YET EXECUTED AND THIS
AUTHORITY WAS APPROVED BY THE SHAREHOLDERS MEETING
HELD ON 27 MAY 2005
PROPOSAL #O.4: APPROVE THE STOCK OPTION PLAN FOR THE ISSUER NO N/A N/A
TERM 2006-2008 AND GRANT AUTHORITY TO DISPOSE OWN
SHARES IN FAVOUR OF THE PLAN
PROPOSAL #O.5: APPROVE THE SUBSCRIPTION OF A DIRECTORS ISSUER NO N/A N/A
AND OFFICERS LIABILITY INSURANCE IN FAVOUR OF ENI
DIRECTORS AND THE INTERNAL AUDITORS
PROPOSAL #E.1: AMEND ARTICLES 13, PARAGRAPH 1, 17, ISSUER NO N/A N/A
PARAGRAPH 3, 24, PARAGRAPH 1, AND 28, PARAGRAPHS 2 AND
4, OF THE BY LAWS
------------------------------------------------------------------------------------
ISSUER: ENKA INSAAT VE SANAYI A.S
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE PRESIDENCY BOARD ISSUER NO N/A N/A
PROPOSAL #2.: AUTHORISE THE PRESIDENCY BOARD TO SIGN ISSUER NO N/A N/A
THE MINUTES OF THE MEETING
PROPOSAL #3.: AMEND ARTICLE 6 OF COMPANY'S ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION WHICH HAS BEEN APPROVED BY THE CAPITAL
MARKETS BOARD AND GOT PERMISSION FROM MINISTRY OF
INDUSTRY AND TRADE
PROPOSAL #4.: APPROVE TO DECIDE REGARDING THE MISSING ISSUER NO N/A N/A
AMOUNT IN PROFIT DISTRIBUTION TABLE ON ITEM RESERVE
FUND; RELATED MISSING ALLOCATED AMOUNT IN RESERVE FUND
WILL BE MET FROM EXTRAORDINARY RESERVE FUND
PROPOSAL #5.: WISHES ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 01 OCT 2005, TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 1.3P PER ISSUER YES FOR N/A
SHARE
PROPOSAL #3.: RE-APPOINT MR. W.D. WRENCH AS A DIRECTOR ISSUER YES FOR N/A
IN ACCORDANCE WITH ARTICLE 98 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH ARTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #4.: RE-APPOINT MR. W. SCHMIDT AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH ARTICLE 98 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH ARTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #5.: RE-APPOINT MR. G.M. CRONK AS A DIRECTOR, ISSUER YES FOR N/A
IN ACCORDANCE WITH ARTICLE 98 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH ARTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #6.: 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 #7.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR THE AUTHORITY GIVEN TO THEM AT THE AGM ON 16 FEB
2005 BUT WITHOUT PREJUDICE TO ANY PREVIOUS ALLOTMENTS
UNDER SUCH SUBSTITUTED AUTHORITY , AND IN ACCORDANCE
WITH SECTION 80 OF THE COMPANIES ACT 1985 THE ACT ,
TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 13,454,640;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY IN 2007 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.9: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 8, PURSUANT TO SECTION 95 OF
THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94(2) OF
THE ACT OF THE COMPANY FOR CASH PURSUANT TO THE
GENERAL AUTHORITY CONFERRED BY RESOLUTION 8,
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 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 2,018,196; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY IN 2007 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.10: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE ACT, TO MAKE ONE OR
MORE MARKET PURCHASES SECTION 163(3) OF THE ACT OF
UP TO 40,363,931 ORDINARY SHARES, AT A MINIMUM PRICE
WHICH MAY BE PAID FOR AN ORDINARY SHARES IS AN AMOUNT
EQUAL TO ITS NOMINAL VALUE WHICH AMOUNT SHALL BE
EXCLUSIVE OF EXPENSES, IF ANY, AND UP TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY IN 2007 OR 15 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
PROPOSAL #11.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES AGAINST N/A
REPORT FOR THE YE 01 OCT 2005
PROPOSAL #S.12: APPROVE THE DRAFT AMENDMENTS TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION, AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: ENTERPRISE INNS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND THE ISSUER YES FOR N/A
AUDITED ACCOUNTS FOR THE YE 30 SEP 2005 AND THE
AUDITORS REPORT ON THE ACCOUNTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT MR. H. V. REID AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. G. W. HARRISON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITOR AND AUTHORIZE THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 30 SEP 2005
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ANY EXISTING AUTHORITY AND PURSUANT TO AND IN
ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985,
TO ALLOT RELEVANT SECURITIES AS SPECIFIED UP TO AN
AGGREGATE NOMINAL VALUE OF GBP 5,764,488; AUTHORITY
EXPIRES AT THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY IN 2007 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.8: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR N/A
PASSING OF RESOLUTION 7, PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 7 AND/OR TO SELL
EQUITY SECURITES HELD AS TREASURY SHARES FOR CASH
PURSUANT TO SECTION 162D 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
AN ISSUE OR OFFER BY WAY OF RIGHTS OR OTHER PRE-
EMPTIVE ISSUE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL VALUE NOT EXCEEDING
IN AGGREGATE OF GBP 873,763; AUTHORITY EXPIRES AT
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY IN 2007 OR 15 MONTHS ; 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.9: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985
OF UP TO 51,850,998 ORDINARY SHARES OF 5P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5 PENCE,
AND NOT MORE THAN 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE PLC, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2007 OR 15 MONTHS ; AND 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.10: APPROVE AND ADOPT THE ARTICLE OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY, FOR THE PURPOSES OF
IDENTIFICATION, IN SUBSTITUTION FOR AND TO THE
EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION OF
THE COMPANY
------------------------------------------------------------------------------------
ISSUER: EREGLI DEMIR VE CELIK FABRIKALARI TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE ASSEMBLY AND ELECT THE ISSUER NO N/A N/A
CHAIRMANSHIP
PROPOSAL #2.: AUTHORIZE THE CHAIRMANSHIP IN ORDER TO ISSUER NO N/A N/A
SIGN THE MINUTES OF THE ASSEMBLY
PROPOSAL #3.: RECEIVE AND DISCUSS THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ACTIVITY REPORT, THE AUDITORS REPORT AND
THE INDEPENDENT EXTERNAL AUDITING COMPANY'S REPORT
PROPOSAL #4.: RECEIVE, DISCUSS AND RATIFY THE YEAR ISSUER NO N/A N/A
2005 BALANCE SHEET AND THE PROFIT AND LOSS STATEMENT
AND THE CONCERNING THE DISTRIBUTION OF PROFITS
PROPOSAL #5.: RATIFY THE MID-TERM ELECTIONS FOR THE ISSUER NO N/A N/A
VACATED BOARD MEMBERSHIPS
PROPOSAL #6.: GRANT DISCHARGE OF THE BOARD MEMBERS AND ISSUER NO N/A N/A
THE AUDITORS
PROPOSAL #7.: APPROVE TO DETERMINE THE REMUNERATION ISSUER NO N/A N/A
FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE
AUDITORS
PROPOSAL #8.: RE-ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #9.: RE-ELECT THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #10.: RATIFY THE ELECTION OF INDEPENDENT ISSUER NO N/A N/A
AUDITING COMPANY
PROPOSAL #11.: APPROVE TO GIVE INFORMATION ABOUT THE ISSUER NO N/A N/A
DONATIONS GIVEN ACROSS THE YEAR
PROPOSAL #12.: WISHES ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/21/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF THE ISSUER NO N/A N/A
DIRECTORS, REPORT OF THE SUPERVISOR AND THE REPORT OF
THE WORKS COUNCIL
PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTS AND ISSUER NO N/A N/A
CONSOLIDATED ANNUAL ACCOUNTS ENDED 31 MAR 2005
PROPOSAL #3.: APPROVE THE DIVIDEND ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE APPROPRIATION OF THE RESULTS ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE DISTRIBUTION OF THE PROFIT ISSUER NO N/A N/A
TO THE EMPLOYEES OF THE COMPANY IN SHARES
PROPOSAL #6.: GRANT DISCHARGE TO THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #7.: GRANT DISCHARGE TO THE COMMISSIONER ISSUER NO N/A N/A
PROPOSAL #8.a: APPROVE TO RENEW THE DIRECTORS MANDATES ISSUER NO N/A N/A
AND RE-APPOINT MESSRS. FRANS COLRUYT, N.V. HERBECO,
N.V. FARIK AS THE DIRECTORS
PROPOSAL #8.b: APPROVE TO INTIMATE THE RESIGNATION OF ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #9.: APPROVE THE BOARD OF DIRECTORS FOR ISSUER NO N/A N/A
CORPORATE GOVERNANCE
------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/18/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ISSUE A MAXIMUM OF 2,00,000 ISSUER NO N/A N/A
NEW NOMINATIVE SHARES RESERVED TO THE EMPLOYEES
PROPOSAL #2.: APPROVE TO SET THE ISSUE PRICE BASED ON ISSUER NO N/A N/A
THE AVERAGE PRICE OF THE ORDINARY SHARES DURING 30
DAYS PRECEDING THE GENERAL MEETING WHICH WILL APPROVE
THE EMISSION AFTER A DECREASE OF 20%
PROPOSAL #3.: APPROVE TO CANCEL THE PREFERRED RIGHTS ISSUER NO N/A N/A
OF THE SHAREHOLDERS IN FAVOR OF THE EMPLOYEES
PROPOSAL #4.: APPROVE TO INCREASE THE CAPITAL IN THE ISSUER NO N/A N/A
ABOVE CONTEXT
PROPOSAL #5.: APPROVE TO INCREASE THE CAPITAL OF AN ISSUER NO N/A N/A
AMOUNT EQUAL TO THE NUMBER OF SHARES SUBSCRIBED
MULTIPLIED BY THE ISSUE PRICE
PROPOSAL #6.: APPROVE A SUBSCRIPTION PERIOD BEGINNING ISSUER NO N/A N/A
THE 24 OCT 2005 ENDING 24 NOV 2005
PROPOSAL #7.: APPROVE THE POWER OF ATTORNEY AND POWERS ISSUER NO N/A N/A
TO THE BOARD OF DIRECTORS IN REGARDS WITH THE
INCREASE OF CAPITAL
PROPOSAL #8.: APPROVE TO BUY BACK A MAXIMUM OF ISSUER NO N/A N/A
3,538,776 OWN SHARES AT A MINIMUM PRICE OF EUR 25 AND
A MAXIMUM PRICE OF EUR 150
PROPOSAL #9.: AMEND THE ARTICLE 6 THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AND APPROVE BRING TO EUR 148,815,234 THE
AMOUNT THAT THE BOARD OF DIRECTORS CAN INCREASE
PROPOSAL #10.: APPROVE TO RENEW, FOR 5 YEARS, THE ISSUER NO N/A N/A
AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE
THE SHARE CAPITAL
PROPOSAL #11.: AMEND THE ARTICLE 12 PARAGRAPH 3 OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION REGARDING THE ACQUISITION OF
OWN SHARES
PROPOSAL #12.: APPROVE TO ACCEPT THE TRANSFER OF THE ISSUER NO N/A N/A
COLRUYT SHARES BELONGING TO THE COMPANY KLAPERCO IN
LIQUIDATION TO THE STICHTING ADMINISTRATIEKANTOOR
KLAPERCO
PROPOSAL #13.: APPOINT THE DELVAUX TRANSFER COMPANY AS ISSUER NO N/A N/A
THE ADMINISTRATOR INDEPENDENT
------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA,
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS ON THE FINANCIAL STATEMENTS OF THE
FYE 31 DEC 2005
PROPOSAL #2.: RECEIVE THE REPORT FROM THE STATUTORY ISSUER NO N/A N/A
AUDITOR ON THE FYE 31 DEC 2005
PROPOSAL #3.: RECEIVE THE COMMUNICATION OF THE ISSUER NO N/A N/A
CONSOLIDATED ANNUAL ACCOUNTS AS OF 31 DEC 2005
PROPOSAL #4.: APPROVE THE NON-CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS AS OF 31 DEC 2005, INCLUDING THE ALLOCATION
OF PROFITS, AND THE DISTRIBUTION OF GROSS DIVIDEND OF
EUR 1.20 PER SHARE
PROPOSAL #5.: GRANT DISCHARGE OF LIABILITY OF PERSONS ISSUER NO N/A N/A
WHO SERVED AS THE DIRECTORS OF DELHAIZE GROUP SA
DURING THE FYE 31 DEC 2005
PROPOSAL #6.: APPROVE THE COMPENSATION OF THE ISSUER NO N/A N/A
DIRECTORS, PROVIDE, AS FROM THE YEAR 2006, (I) TO THE
DIRECTORS IN COMPENSATION FOR THEIR POSITION AS
DIRECTORS, AN AMOUNT OF UP TO EUR 80,000 PER YEAR PER
DIRECTOR, INCREASED WITH AN AMOUNT OF UP TO EUR 5,000
PER YEAR FOR SERVICES AS THE MEMBER OF ANY STANDING
COMMITTEE OF THE BOARD, AND (II) TO THE CHAIRMAN OF
THE BOARD, AN AMOUNT UP TO EUR 160,000 PER YEAR
INCLUSIVE OF ANY AMOUNT DUE AS THE MEMBER OR CHAIRMAN
OF ANY STANDING COMMITTEE ; THE AMOUNT TO BE
DISTRIBUTED TO EACH DIRECTOR SHALL BE DECIDED BY THE
BOARD OF DIRECTORS, WITHIN THE LIMITS AS SPECIFIED
PROPOSAL #7.: GRANT DISCHARGE OF LIABILITY OF THE ISSUER NO N/A N/A
STATUTORY AUDITOR FOR THE FYE 31 DEC 2005
PROPOSAL #8.1: APPROVE TO RENEW THE MANDATE OF BARON ISSUER NO N/A N/A
GEORGES JACOBS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL BE
REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2008
PROPOSAL #8.2: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
PIERRE-OLIVIER BECKERS AS A DIRECTOR FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF THE OGM THAT
WILL BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS
RELATING TO THE FY 2008
PROPOSAL #8.3: APPROVE TO RENEW THE MANDATE OF MR. M ISSUER NO N/A N/A
DIDIER SMITS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL BE
REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2008
PROPOSAL #8.4: APPROVE TO RENEW THE MANDATE OF MS. ISSUER NO N/A N/A
CLAIRE H. BABROWSKI AS A DIRECTOR FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL
BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING
TO THE FY 2008
PROPOSAL #9.1: APPROVE TO RENEW THE MANDATE OF BARON ISSUER NO N/A N/A
GEORGES JACOBS AS AN INDEPENDENT DIRECTOR UNTIL THE
END OF THE OGM THAT WILL BE REQUIRED TO APPROVE THE
ANNUAL ACCOUNTS RELATING TO THE FY 2008, PURSUANT TO
THE CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #9.2: APPROVE TO RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
DIDIER SMITS AS AN INDEPENDENT DIRECTOR UNTIL THE END
OF THE OGM THAT WILL BE REQUIRED TO APPROVE THE ANNUAL
ACCOUNTS RELATING TO THE FY 2008, PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #9.3: APPROVE TO RENEW THE MANDATE OF MS. ISSUER NO N/A N/A
CLAIRE H. BABROWSKI AS AN INDEPENDENT DIRECTOR UNTIL
THE END OF THE OGM THAT WILL BE REQUIRED TO APPROVE
THE ANNUAL ACCOUNTS RELATING TO THE FY 2008, PURSUANT
TO THE CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #10.: APPROVE THE STOCK OPTION PLAN THAT ISSUER NO N/A N/A
DELHIZE GROUP SA INTENDS TO LAUNCH IN THE COURSE OF
2006, TO THE EXTENT THAT THE STOCK OPTION PLAN COULD
ENTITLE AN EXECUTIVE MANAGERS OF DELHAIZE GROUP TO
ACQUIRE EXISTING ORDINARY SHARES OF DELHAIZE GROUP SA
PROPOSAL #11.: APPROVE, PURSUANT TO ARTICLE 556 OF THE ISSUER NO N/A N/A
BELGIAN COMPANY CODE, ANY PROVISION GRANTING TO THE
BENEFITS OF STOCK OPTIONS ON SHARE OF THE COMPANY THE
RIGHT TO ACQUIRE SHARES OF THE COMPANY REGARDLESS OF
THE VESTING PERIOD OF THE STOCK OPTIONS IN THE EVENT
OF A CHANGE OF CONTROL OVER THE COMPANY, AS PROVIDED
IN THE STOCK OPTION PLAN THAT THE COMPANY INTENDS TO
LAUNCH IN THE COURSE OF 2006 AND IN ANY AGREEMENT
ENTERED INTO BETWEEN THE COMPANY AND BENEFICIARIES IN
RESPECT OF THE APPROVED STOCK OPTION PLAN
------------------------------------------------------------------------------------
ISSUER: EURONEXT NV, AMSTERDAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING BY THE CHAIRMAN OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #2.: APPOINTMENT OF A SECRETARY FOR THE ISSUER NO N/A N/A
MEETING
PROPOSAL #3.A: EXPLANATION BY THE CHAIRMAN OF THE ISSUER NO N/A N/A
MANAGING BOARD AND DISCUSSION OF THE WRITTEN ANNUAL
REPORT OF THE MANAGING BOARD WITH RESPECT TO THE
AFFAIRS OF THE COMPANY AND THE MANAGEMENT CONDUCTED
DURING THE 2005 FY.
PROPOSAL #3.B: ADOPT THE 2005 FINANCIAL STATEMENTS ISSUER NO N/A N/A
PROPOSAL #3.C: EXPLANATION OF THE POLICY ON ISSUER NO N/A N/A
RESERVATIONS AND DIVIDEND
PROPOSAL #3.D: APPROVE TO DISTRIBUTE AN ORDINARY ISSUER NO N/A N/A
DIVIDEND OF EUR 1 PER SHARE
PROPOSAL #3.E: APPROVE AN EXTRAORDINARY DISTRIBUTION ISSUER NO N/A N/A
OF 3 EURO PER SHARE BY WAY OF REPAYMENT OF 3 EURO IN
SHARE CAPITAL PER SHARE IN COMBINATION WITH A PROPOSAL
TO REDUCE THE ISSUED SHARE CAPITAL AND TO APPROVE TWO
AMENDMENTS TO THE ARTICLES OF ASSOCIATION,
CONDITIONAL UPON ALL FORMALITIES RELATING TO THE
REDUCTION OF CAPITAL AND THE AMENDMENTS OF THE
ARTICLES OF ASSOCIATION( IN SO FAR AS NOT UNDER THE
CONTROL OF THE COMPANY) HAVING BEEN COMPLETED SO AS TO
ALLOW PAYMENT ON 11 AUGUST 2006(THE CONDITION ) AND
(B) IN CASE THE CONDITION HAS NOT BEEN SATISFIED
ENABLING PAYMENT ON 11 AUGUST 2006, TO APPROVE THE
EXTRAORDINARY DISTRIBUTION OF 3 EURO BY WAY OF A
SPECIAL DIVIDEND PAYABLE ON THAT DATE.
PROPOSAL #4.A: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
MANAGING BOARD FROM LIABILITY IN RESPECT OF THEIR
MANAGEMENT DURING THE 2005 FY
PROPOSAL #4.B: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FROM LIABILITY IN RESPECT OF
SUPERVISION DURING THE 2005 FY
PROPOSAL #5.: RE-APPOINT THE COMPANY'S EXTERNAL ISSUER NO N/A N/A
AUDITORS
PROPOSAL #6.: DISCUSSION OF THE CORPORATE GOVERNANCE ISSUER NO N/A N/A
OF THE COMPANY
PROPOSAL #7.A: RE-APPOINT SIR GEORGE COX TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AS OF 23 MAY 2006
PROPOSAL #7.B: RE-APPOINT MR. RICARDO SALGADO TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AS OF 23 MAY 2006
PROPOSAL #7.C: RE-APPOINT SIR. BRIAN WILLIAMSON TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AS OF 23 MAY 2006
PROPOSAL #8.A: APPROVE THE AWARD OF 400,000 EURONEXT ISSUER NO N/A N/A
N.V. SHARES FOR THE YEAR 2006
PROPOSAL #8.B: APPROVE AWARDS OF SHARES TO THE ISSUER NO N/A N/A
INDIVIDUAL MEMBERS OF THE MANAGING BOARD FOR THE YEAR
2006
PROPOSAL #9.A: AUTHORIZE THE MANAGING BOARD TO ALLOW ISSUER NO N/A N/A
EURONEXT N.V. TO ACQUIRE PAID-UP SHARES IN THE
COMPANY'S OWN CAPITAL FOR A PERIOD OF 18 MONTHS
PROPOSAL #9.B: APPROVE TO REDUCE THE ISSUED SHARE ISSUER NO N/A N/A
CAPITAL OF EURONEXT N.V. BY CANCELLATION OF ACQUIRED
SHARES
PROPOSAL #9.C: APPROVE TO DESIGNATE THE MANAGEMENT ISSUER NO N/A N/A
BOARD AS THE COMPETENT BODY TO ISSUE SHARES OR RIGHTS
TO SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY
FOR A PERIOD OF 18 MONTHS UP TO A LIMIT OF 10% OF THE
ISSUED CAPITAL AS AT 23 MAY 2006
PROPOSAL #9.D: APPROVE TO DESIGNATE THE MANAGING BOARD ISSUER NO N/A N/A
AS THE COMPETENT BODY TO RESTRICT OR EXCLUDE THE PRE-
EMPTIVE RIGHTS ACCRUING TO SHAREHOLDERS UNDER THE
DESIGNATION REFERRED TO UNDER AGENDA ITEM 9C FOR A
PERIOD OF 18 MONTHS
PROPOSAL #10.A: A DISCUSSION ON THE PRINCIPLE THAT A ISSUER NO N/A N/A
MERGER BETWEN DEUTSCHE BORSE AG AND EURONEXT IS IN THE
BEST INTERESTS OF ALL THE SHAREHOLDERS OF EURONEXT
PROPOSAL #10.B: PLEASE NOTE THAT THIS IS A ISSUER NO N/A N/A
SHAREHOLDERS PROPOSAL: APPROVE THE MERGER BETWEEN
DEUTSCHE BORSE AG AND EURONEXT IS IN THE BEST
INTERESTS OF ALL THE SHAREHOLDERS OF EURONEXT
PROPOSAL #11.: THE ANNOUNCEMENT OF EURONEXTS ISSUER NO N/A N/A
INTENTION, AS FROM THE 2006 FY, TO PUBLISH THE ANNUAL
REPORT AND THE FINANCIAL STATEMENTS OF EURONEXT N.V.
ONLY IN THE ENGLISH LANGUAGE AND TO NO LONGER PUBLISH
FRENCH AND DUTCH LANGUAGE VERSIONS
PROPOSAL #12.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #13.: CLOSING ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: EUROPEAN AERONAUTIC DEFENCE AND SPACE NV, SCHIPHOL-RIJK
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS INCLUDING THE CHAPTER ON CORPORATE
GOVERNANCE, POLICY ON DIVIDENDS, PROPOSES REMUNERATION
POLICY INCLUDING ARRANGEMENTS FOR THE GRANT OF STOCK
OPTIONS AND PERFORMANCE SHARES AND RIGHTS TO SUBSCRIBE
FOR SHARES FOR THE MEMBERS OF THE BOARD OF DIRECTORS.
PROPOSAL #2.: ADOPT THE AUDITED ACCOUNTS FOR THE FY ISSUER NO N/A N/A
2005
PROPOSAL #3.: APPROVE THE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF EUR 0.65 PER SHARE
PROPOSAL #4.: APPROVE TO RELEASE FROM LIABILITY TO THE ISSUER NO N/A N/A
MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #5.: APPOINT ERNST YOUNG AND KPMG ACCOUNTANTS ISSUER NO N/A N/A
N.V. AS THE AUDITORS FOR THE FY 2006
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
ISSUE SHARES UP TO 1% INCLUDING SPECIFIC POWERS AND
APPROVE LTIP AS WELL AS ESOP PLANS
PROPOSAL #7.: APPROVE THE REDUCTION SHARE CAPITAL VIA ISSUER NO N/A N/A
CANCELLATION OF 6.7 MILLION SHARES
PROPOSAL #8.: APPROVE TO RENEW THE AUTHORIZATION TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS TO REPURCHASE SHARES OF THE
COMPANY
------------------------------------------------------------------------------------
ISSUER: EXELON CORPORATION
TICKER: EXC CUSIP: 30161N101
MEETING DATE: 7/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF SHARE ISSUANCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.A. BRENNAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. DEMARS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N.A. DIAZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.W. ROWE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. RUBIN ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF AMENDMENT TO AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED ARTICLES OF INCORPORATION
PROPOSAL #04: RATIFICATION OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR
PROPOSAL #05: APPROVAL OF 2006 LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #06: APPROVAL OF EXELON EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN FOR UNINCORPORATED SUBSIDIARIES
PROPOSAL #07: APPROVAL TO ADJOURN OR POSTPONE ANNUAL ISSUER YES FOR FOR
MEETING
------------------------------------------------------------------------------------
ISSUER: EXXON MOBIL CORPORATION
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.W. GEORGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.R. HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.C. KING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.E. LIPPINCOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H.A. MCKINNELL, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.S. SIMON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. TILLERSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
(PAGE 32)
PROPOSAL #03: CUMULATIVE VOTING (PAGE 34) SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: MAJORITY VOTE (PAGE 35) SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: INDUSTRY EXPERIENCE (PAGE 37) SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: DIRECTOR QUALIFICATIONS (PAGE 38) SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: DIRECTOR COMPENSATION (PAGE 40) SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: BOARD CHAIRMAN AND CEO (PAGE 41) SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: EXECUTIVE COMPENSATION REPORT (PAGE 43) SHAREHOLDER YES AGAINST FOR
PROPOSAL #10: EXECUTIVE COMPENSATION CRITERIA (PAGE 45) SHAREHOLDER YES AGAINST FOR
PROPOSAL #11: POLITICAL CONTRIBUTIONS REPORT (PAGE 47) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #12: CORPORATE SPONSORSHIPS REPORT (PAGE 49) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #13: AMENDMENT OF EEO POLICY (PAGE 50) SHAREHOLDER YES FOR AGAINST
PROPOSAL #14: BIODIVERSITY IMPACT REPORT (PAGE 52) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #15: COMMUNITY ENVIRONMENTAL IMPACT (PAGE 53) SHAREHOLDER YES ABSTAIN AGAINST
------------------------------------------------------------------------------------
ISSUER: FAIRMONT HOTELS & RESORTS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ARRANGEMENT THE ARRANGEMENT ISSUER YES FOR N/A
UNDER SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT INVOLVING THE CORPORATION, ITS
SHAREHOLDERS AND 3128012 NOVA SCOTIA LIMITED, A
CORPORATION OWNED BY AFFILIATED OF KINGDOM HOTELS
INTERNATIONAL AND COLONY CAPITAL, LLC, AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: FAMILYMART CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: TERM- ISSUER YES FOR N/A
END DIVIDEND - ORDINARY DIVIDEND JPY 21.5, CORPORATE
OFFICERS BONUSES JPY 47,000,000 (INCLUDING JPY
11,000,000 TO THE CORPORATE AUDITORS)
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #3.1: ELECT A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #3.2: ELECT A DIRECTOR ISSUER YES AGAINST 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 #4.: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR N/A
ALLOWANCE FOR DIRECTORS AND CORPORATE AUDITORS
------------------------------------------------------------------------------------
ISSUER: FAR EASTONE TELECOMMUNICATIONS CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE TO REPORT THE BUSINESS ISSUER YES FOR N/A
OPERATION RESULT OF FY 2005
PROPOSAL #1.2: APPROVE TO REPORT THE FINANCIAL REPORTS ISSUER YES FOR N/A
OF FY 2005
PROPOSAL #1.3: APPROVE THE SUPERVISORS REVIEWS ISSUER YES FOR N/A
FINANCIAL REPORTS OF FY 2005
PROPOSAL #1.4: AMEND THE BOARD OF DIRECTORS MEETING ISSUER YES FOR N/A
RULES
PROPOSAL #1.5: OTHERS ISSUER YES FOR N/A
PROPOSAL #2.1: RATIFY THE FINANCIAL REPORTS OF FY 2005 ISSUER YES FOR N/A
PROPOSAL #2.2: RATIFY THE NET PROFIT ALLOCATION OF FY ISSUER YES FOR N/A
2005; CASH DIVIDEND: TWD 3.1 PER SHARE
PROPOSAL #3.1: AMEND A PART OF THE COMPANY ARTICLES ISSUER YES AGAINST N/A
PROPOSAL #3.2: AMEND THE PROCESS PROCEDURES FOR ISSUER YES AGAINST N/A
ACQUISITION AND DISPOSAL OF ASSETS
PROPOSAL #3.3: AMEND THE PROCESS PROCEDURES OF ISSUER YES AGAINST N/A
ENDORSEMENTS/GUARANTEES
PROPOSAL #3.4: AMEND THE PROCESS PROCEDURES OF LENDING ISSUER YES AGAINST N/A
FUNDS TO OTHERS
PROPOSAL #3.5: RE-ELECT 9 DIRECTORS AND 3 SUPERVISORS ISSUER YES FOR N/A
PROPOSAL #3.6: APPROVE TO RELIEVE RESTRICTIONS ON THE ISSUER YES FOR N/A
DIRECTORS ACTING AS THE DIRECTORS OF OTHER COMPANIES
PROPOSAL #3.7: OTHERS ISSUER YES AGAINST N/A
PROPOSAL #4.: EXTRAORDINARY PROPOSAL ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: FIAT SPA, TORINO
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE BALANCE SHEET AS OF 31 DEC ISSUER NO N/A N/A
2005, REPORT ON OPERATIONS, INHERENT RESOLUTIONS
PROPOSAL #2.: APPOINT THE BOARD OF DIRECTORS AND ISSUER NO N/A N/A
APPROVE THEIR NUMBER AND REMUNERATION
PROPOSAL #3.: APPOINT THE BOARD OF STATUTORY AUDITORS ISSUER NO N/A N/A
AND ITS PRESIDENT AND APPROVE THEIR REMUNERATION
PROPOSAL #4.: APPOINT THE AUDITING FIRM ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE COMPANY'S DEVELOPMENT PLAN ISSUER NO N/A N/A
PURSUANT TO THE ARTICLE 114 OF THE LEGISLATIVE DECREE
NO. 58-1998
------------------------------------------------------------------------------------
ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/9/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ACQUISITION BY THE COMPANY, ISSUER YES FOR N/A
DIRECTLY OR THROUGH A WHOLLY-OWNED SUBSIDIARY OF
428,570,000 ORDINARY SHARES OF DEL MONTE PACIFIC
LIMITED DEL MONTE THE ACQUISITION ON THE TERMS OF
AND SUBJECT TO THE CONDITIONS OF, AND FOR THE
CONSIDERATION SPECIFIED IN, THE SHARE PURCHASE
AGREEMENT DATED 09 NOV 2005 AND MADE BETWEEN CIRIO
FINANZIARIA S.P.A. IN AMMINISTRAZIONE STRAORDINARIA,
DEL MONTE HOLDINGS LIMITED AND FIRST PACIFIC THE
SHARE PURCHASE AGREEMENT ; AND AUTHORIZE ANY DIRECTOR
OF THE COMPANY TO ARRANGE FOR THE EXECUTION OF SUCH
DOCUMENTS IN SUCH MANNER AS THEY MAY CONSIDER
NECESSARY AND DESIRABLE AND TO DO, OR AUTHORIZE THE
COMPANY TO DO, WHATEVER ACTS AND THINGS THEY MAY
CONSIDER NECESSARY OR DESIRABLE OR EXPEDIENT FOR THE
PURPOSE OF, OR IN CONNECTION WITH, THE IMPLEMENTATION
AND COMPLETION OF THE SHARE PURCHASE AGREEMENT AND/OR
ANY MATTER RELATED THERETO AND TO MAKE OR AGREE, OR
AUTHORIZE THE COMPANY TO MAKE OR AGREE, SUCH
AMENDMENTS OR VARIATIONS THERETO, AND GRANT, OR
AUTHORIZE THE COMPANY TO GRANT, ANY WAIVERS OF ANY
CONDITIONS PRECEDENT OR OTHER PROVISIONS THEREOF AS
SUCH DIRECTOR OF THE COMPANY IN HIS DISCRETION
CONSIDER TO BE DESIRABLE AND IN THE INTERESTS OF THE
COMPANY
PROPOSAL #2.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE SHARE PURCHASE AGREEMENT BECOMING UNCONDITIONAL
IN ALL RESPECTS AND COMPLETION OF THE ACQUISITION, THE
MAKING OF THE MANDATORY CONDITIONAL CASH OFFER BY
FIRST PACIFIC BRANDS LIMITED, A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY THE OFFEROR , UNDER THE
SINGAPORE CODE ON TAKE-OVERS AND MERGERS THE
SINGAPORE TAKEOVERS CODE , FOR THE REMAINING ISSUED OR
TO BE ISSUED SHARE CAPITAL OF DEL MONTE WHICH IS NOT
ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY
THE OFFEROR ANY PARTY ACTING OR PRESUMED TO BE ACTING
IN CONCERT WITH IT WITHIN THE MEANING ASCRIBED TO
THAT TERM UNDER THE SINGAPORE TAKEOVERS CODE AND ANY
OPTIONS TO THE EXTENT REQUIRED BY THE SINGAPORE
TAKEOVERS CODE THE OFFER AND AUTHORIZE ANY DIRECTOR
OF THE COMPANY TO ARRANGE OR TO INSTRUCT OR DIRECT THE
OFFEROR TO ARRANGE OR TO INSTRUCT OR DIRECT THE
OFFEROR TO ARRANGE FOR THE ISSUE AND/OR EXECUTION OF
SUCH DOCUMENTS IN SUCH MANNER AS THEY MAY CONSIDER
NECESSARY AND DESIRABLE AND TO DO, OR AUTHORIZE THE
COMPANY TO DO OR TO INSTRUCT THE OFFEROR TO DO OR
AUTHORIZE TO BE DONE, WHATEVER ACTS AND THINGS THEY
MAY CONSIDER NECESSARY OR DESIRABLE OR EXPEDIENT FOR
THE ACQUISITION OF THE WHOLE OF THE ISSUED SHARE
CAPITAL OF DEL MONTE, TAKING DEL MONTE PRIVATE AND FOR
THE PURPOSE OF, OR IN CONNECTION WITH THE
IMPLEMENTATION AND COMPLETION OF THE OF THE OFFER OR
ANY MATTER RELATED THERETO
------------------------------------------------------------------------------------
ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS ISSUER YES FOR N/A
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR
THE YE 31 DEC 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF HK 2 CENTS ISSUER YES FOR N/A
US 0.26 CENT PER ORDINARY SHARE FOR THE YE 31 DEC 2005
PROPOSAL #3.: RE-APPOINT ERNST & YOUNG AS THE AUDITORS ISSUER YES FOR N/A
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
OF THE COMPANY TO FIX THEIR REMUNERATION
PROPOSAL #4.1: RE-ELECT MR. ANTHONI SALIM AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR AND THE CHAIRMAN OF THE BOARD OF
DIRECTORS OF THE COMPANY FOR A FIXED TERM OF NOT MORE
THAN 3 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 2009 OR (2) 23 MAY
2009 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 #4.2: 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 3 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 2009 OR (2)
23 MAY 2009 OR (3) THE DATE ON WHICH MR. SUTANTO
DJUHAR RETIRES BY ROTATION PURSUANT TO THE CODE AND/OR
THE BYE-LAWS
PROPOSAL #4.3: 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 3 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 2009 OR (2)
23 MAY 2009 OR (3) THE DATE ON WHICH MR. TEDY DJUHAR
RETIRES BY ROTATION PURSUANT TO THE CODE AND/OR THE
BYE-LAWS
PROPOSAL #4.4: 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 3 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 2009 OR (2)
23 MAY 2009 OR (3) THE DATE ON WHICH MR. IBRAHIM
RISJAD RETIRES BY ROTATION PURSUANT TO THE CODE AND/OR
THE BYE-LAWS
PROPOSAL #5.1: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR N/A
THE REMUNERATION OF THE EXECUTIVE DIRECTORS PURSUANT
TO THE COMPANY'S BYE-LAWS
PROPOSAL #5.2: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR N/A
THE REMUNERATION OF THE INDEPENDENT NON-EXECUTIVE
DIRECTORS AT THE SUM OF USD 5,000 FOR EACH MEETING OF
THE BOARD OF DIRECTORS OR BOARD COMMITTEE WHICH HE
ATTENDS IN PERSON OR BY TELEPHONE CONFERENCE CALL, AS
SHALL BE DETERMINED FROM TIME TO TIME BY THE BOARD
PROPOSAL #6.: 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 AGM OF THE COMPANY AND
THEN SHALL BE ELIGIBLE FOR RE-ELECTION AT THAT MEETING
PROPOSAL #7.: AUTHORIZE THE COMPANY TO ALLOT, ISSUE ISSUER YES AGAINST N/A
AND DEAL WITH ADDITIONAL SHARES IN 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 OF
THE COMPANY IS REQUIRED EITHER BY LAW OR BY THE
COMPANY'S BYE-LAWS TO BE HELD
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO 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 #9.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES FOR N/A
ORDINARY RESOLUTIONS 7 AND 8, 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 8 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 7
------------------------------------------------------------------------------------
ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SALE AND SUPPLY AGREEMENT ISSUER YES FOR N/A
BETWEEN FID AS SPECIFIED AND DUFIL AS SPECIFIED
DATED 28 MAR 2005 AND THE PERFORMANCE OF THE
TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT AND THE
ANNUAL CAPS AS SPECIFIED , APPLICABLE TO THAT
AGREEMENT AS SPECIFIED AND AUTHORIZE ANY DIRECTOR OF
THE COMPANY TO DO SUCH FURTHER ACTS AND THINGS AND
EXECUTE FURTHER DOCUMENTS AND TAKE ALL SUCH STEPS
WHICH IN HIS OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT TO IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS
OF SUCH AGREEMENT
PROPOSAL #2.: APPROVE THE SALE AND SUPPLY AGREEMENT AS ISSUER YES FOR N/A
AMENDED BY WAY OF AN ADDENDUM DATED 03 OCT 2005
BETWEEN CKA AS SPECIFIED AND DUFIL AS SPECIFIED
DATED 28 MAR 2005 AS SPECIFIED, AND THE PERFORMANCE OF
THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT AND
THE ANNUAL CAPS AS SPECIFIED APPLICABLE TO THAT
AGREEMENT AS SPECIFIED AND AUTHORIZE ANY DIRECTOR OF
THE COMPANY TO DO SUCH FURTHER ACTS AND THINGS AND
EXECUTE FURTHER DOCUMENTS AND TAKE ALL SUCH STEPS
WHICH IN HIS OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT TO IMPLEMENT AND/ OR GIVE EFFECT TO THE
TERMS OF SUCH AGREEMENT
PROPOSAL #3.: APPROVE THE TRADEMARK AND TECHNICAL ISSUER YES FOR N/A
SERVICES AGREEMENT DATED 01 NOV 2002 AS AMENDED AND
EXTENDED PURSUANT TO A LETTER AGREEMENT ENTERED INTO
ON 13 APR 2006 BETWEEN INDOFOOD AS SPECIFIED AND
DUFIL AS SPECIFIED AND THE PERFORMANCE OF THE
TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT, THE
ANNUAL CAPS AS SPECIFIED APPLICABLE TO THAT
AGREEMENT AS SPECIFIED, AND THAT THE DURATION OF THE
AGREEMENT IN EXCESS OF 3 YEARS, WHICH IN ACCORDANCE
WITH RULE 14A.35 OF THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE OF HONG KONG
LIMITED, HAS BEEN CONFIRMED BY THE INDEPENDENT
FINANCIAL ADVISER AS SPECIFIED THAT IT IS OF NORMAL
BUSINESS PRACTICE FOR CONTRACTS OF THAT TYPE TO BE OF
SUCH DURATION; AND AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO DO SUCH FURTHER ACTS AND THINGS AND EXECUTE
FURTHER DOCUMENTS AND TAKE ALL SUCH STEPS WHICH IN
HIS OPINION MAY BE NECESSARY, DESIRABLE OR EXPEDIENT
TO IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS OF SUCH
PROPOSAL #4.: APPROVE THE SALE AND SUPPLY AGREEMENT ISSUER YES FOR N/A
BETWEEN FID (AS SPECIFIED) AND PINEHILL(AS SPECIFIED)
DATED 28 MAR 2005 (AS SPECIFIED) AND THE PERFORMANCE
OF THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT AND
THE ANNUAL CAPS (AS SPECIFIED) APPLICABLE TO THAT
AGREEMENT AS SPECIFIED AND AUTHORIZE THAT ANY DIRECTOR
OF THE COMPANY TO DO SUCH FURTHER ACTS AND THINGS AND
EXECUTE FURTHER DOCUMENTS AND TAKE ALL SUCH STEPS
WHICH IN HIS OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT TO IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS
OF SUCH AGREEMENT
PROPOSAL #5.: APPROVE THE SALE AND SUPPLY AGREEMENT ISSUER YES FOR N/A
BETWEEN CKA (AS SPECIFIED) AND PINEHILL(AS SPECIFIED)
DATED 28 MAR 2005 (AS SPECIFIED), AND THE PERFORMANCE
OF THE TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT AND
THE ANNUAL CAPS (AS SPECIFIED) APPLICABLE TO THAT
AGREEMENT AS SPECIFIED AND AUTHORIZE THAT ANY DIRECTOR
OF THE COMPANY TO DO SUCH FURTHER ACTS AND THINGS AND
EXECUTE FURTHER DOCUMENTS AND TAKE ALL SUCH STEP
WHICH IN HIS OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT TO IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS
OF SUCH AGREEMENT
PROPOSAL #6.: APPROVE THE TRADEMARK LICENSING ISSUER YES FOR N/A
AGREEMENT DATED 01 FEB 1995 AS AMENDED BY WAYOF
SUPPLEMENTAL AGREEMENT OF 28 DEC 2001 AND EXTENDED BY
WAY OF SUPPLEMENTAL AGREEMENT OF 25 AUG 2005 IN
ACCORDANCE WITH THE TERMS OF THE AGREEMENT FOR A
PERIOD OF 5 YEARS UNTIL 31 DEC 2010 BETWEEN INDOFOOD
(AS SPECIFIED) AND PINEHILL (AS SPECIFIED) AND THE
PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED BY THAT
AGREEMENT AND THE ANNUAL CAPS (AS SPECIFIED)
APPLICABLE TO THAT AGREEMENT AS SPECIFIED AND THAT THE
DURATION OF THE AGREEMENT IN EXCESS OF 3 YEARS WHICH
IN ACCORDANCE WITH RULE 14A.35 OF THE RULES GOVERNING
THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF
HONG KONG LIMITED, HAS BEEN CONFIRMED BY THE
INDEPENDENT FINANCIAL ADVISER (AS SPECIFIED) THAT IT
IS OF NORMAL BUSINESS PRACTICE FOR CONTRACTS OF THAT
TYPE TO BE OF SUCH DURATION; AND AUTHORIZE ANY
DIRECTOR OF THE COMPANY TO DO SUCH FURTHER ACTS AND
THINGS AND EXECUTE FURTHER DOCUMENTS AND TAKE ALL SUCH
STEPS WHICH IN HIS OPINION MAY BE NECESSARY,
DESIRABLE OR EXPEDIENT TO IMPLEMENT AND/OR GIVE EFFECT
TO THE TERMS OF SUCH AGREEMENT
PROPOSAL #7.: APPROVE THE TECHNICAL SERVICES AGREEMENT ISSUER YES FOR N/A
DATED 01 FEB 1995 AS AMENDED BY WAY OF SUPPLEMENT
AGREEMENT OF 16 AUG 2005 AND EXTENDED BY WAY OF
SUPPLEMENTAL AGREEMENT ON 25 AUG 2005 IN ACCORDANCE
WITH THE TERMS OF THE AGREEMENT FOR A PERIOD OF 5
YEARS UNTIL 31 DEC 2010 BETWEEN PIPS (AS SPECIFIED)
AND PINEHILL (AS SPECIFIED) AND THE PERFORMANCE OF THE
TRANSACTIONS CONTEMPLATED BY THAT AGREEMENT AND THE
ANNUAL CAPS (AS SPECIFIED) APPLICABLE TO THAT
AGREEMENT AS SPECIFIED AND THAT THE DURATION OF THE
AGREEMENT IN EXCESS OF 3 YEARS WHICH IN ACCORDANCE
WITH RULE 14A.35 OF THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE OF HONG KONG
LIMITED, HAS BEEN CONFIRMED BY THE INDEPENDENT
FINANCIAL ADVISER (AS SPECIFIED) THAT IT IS OF NORMAL
BUSINESS PRACTICE FOR CONTRACTS OF THAT TYPE TO BE OF
SUCH DURATION; AND AUTHORIZE ANY DIRECTOR OF THE
COMPANY TO DO ALL SUCH FURTHER ACTS AND THINGS AND
EXECUTE FURTHER DOCUMENTS AND TAKE ALL SUCH STEPS
WHICH IN HIS OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT TO IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS
OF SUCH AGREEMENT
------------------------------------------------------------------------------------
ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: RECEIVE AND APPROVE THE AUDITED ISSUER YES FOR N/A
ANNUAL FINANCIAL STATEMENTS OF THE COMPANY AND THE
GROUP FOR THE YE 30 JUN 2005
PROPOSAL #2.O.2: APPROVE TO NOTE AND CONFIRM THE FINAL ISSUER YES FOR N/A
DIVIDEND OF ZAR 0.285 PER ORDINARY SHARE DECLARED ON
20 SEP 2005
PROPOSAL #3O3.1: RE-ELECT MR. PAUL KENNETH HARRIS AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #3O3.2: RE-ELECT MR. MICHAEL WARRIS KING AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #3O3.3: RE-ELECT MR. KHEHLA CLEOPAS SHUBANE ISSUER YES FOR N/A
AS A DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #4O4.1: RE-ELECT MR. YUNUS ISMAIL MAHOMED AS ISSUER YES FOR N/A
A DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #4O4.2: RE-ELECT MR. ASER PAUL NKUNA AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #4O4.3: RE-ELECT MS. SONJA EMILIA NCUMISA ISSUER YES FOR N/A
SEBOTSA AS A DIRECTOR, WHO RETIRES IN TERMS OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.O.5: APPROVE THE REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS FOR THE YEAR TO JUN 2005
PROPOSAL #6.O.6: APPROVE THE DIRECTORS FEES FOR THE ISSUER YES FOR N/A
YEAR TO JUN 2006
PROPOSAL #7.O.7: RE-APPOINT PRICEWATERHOUSECOOPERS ISSUER YES FOR N/A
INC. AS AUDITORS OF THE COMPANY UNTIL THE NEXT AGM
PROPOSAL #8.O.8: APPROVE THE DIRECTORS TO FIX AND PAY ISSUER YES FOR N/A
THE AUDITORS REMUNERATION FOR THE YE 30 JUN 2005
PROPOSAL #9.O.9: APPROVE THAT ALL THE UNISSUED SHARES ISSUER YES FOR N/A
IN THE COMPANY BE PLACED UNDER THE CONTROL OF THE
DIRECTORS UNTIL THE FORTHCOMING AGM AND AUTHORIZE THEM
TO ALLOT AND ISSUE SHARES IN THE COMPANY UPON SUCH
TERMS AND CONDITIONS AS THEY MAY DEEM FIT, SUBJECT TO
THE COMPANIES ACT ACT 61 OF 1973 , THE COMPANIES ACT
, THE ARTICLES OF ASSOCIATION OF THE COMPANY AND THE
JSE SECURITIES EXCHANGE SOUTH AFRICA JSE LISTING
REQUIREMENTS
PROPOSAL #10O10: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
THE 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 #11.S1: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, IN TERMS OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND BY WAY OF GENERAL AUTHORITY, TO
REPURCHASE SHARES ISSUED BY THE COMPANY OR PERMIT A
SUBSIDIARY OF THE COMPANY TO DO THE SAME, 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 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 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
------------------------------------------------------------------------------------
ISSUER: FOERENINGSSPARBANKEN AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING AND ADDRESS BY ISSUER YES FOR N/A
THE CHAIRMAN, INCLUDING PRESENTATION OF THE WORK OF
THE BOARD OF DIRECTORS
PROPOSAL #2.: ELECT MR. THAGE G. PETERSON AS A ISSUER YES FOR N/A
CHAIRMAN OF THE MEETING
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE THE AGENDA ISSUER YES FOR N/A
PROPOSAL #5.: APPOINT 2 PERSONS TO VERIFY THE MINUTES ISSUER YES FOR N/A
OF THE MEETING
PROPOSAL #6.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES FOR N/A
HAS BEEN PROPERLY CONVENED
PROPOSAL #7.A: RECEIVE THE ANNUAL REPORT OF THE BOARD ISSUER YES FOR N/A
OF DIRECTORS AND THE CONSOLIDATED ACCOUNTS FOR THE FY
2005
PROPOSAL #7.B: RECEIVE THE ADDRESS BY THE PRESIDENT ISSUER YES FOR N/A
PROPOSAL #7.C: RECEIVE THE AUDITORS REPORTS FOR THE ISSUER YES FOR N/A
BANK AND THE GROUP FOR THE FY 2004
PROPOSAL #8.: APPROVE THE PROFIT AND LOSS ACCOUNT AND ISSUER YES FOR N/A
BALANCE SHEET OF THE A BANK AND THE CONSOLIDATED
PROFIT AND LOSS ACCOUNT AND CONSOLIDATED BALANCE SHEET
FOR THE FY 2005
PROPOSAL #9.: APPROVE THE APPROPRIATION ON THE BANK'S ISSUER YES FOR N/A
PROFIT OF DIVIDEND SEK 7.50 PER SHARE AND THE PROPOSED
RECORD DATE TO BE 28 APR 2006 WITH RECORD DATE, THE
DIVIDEND IS EXPECTED TO BE PAID THROUGH VPC ON 04 MAY
2006
PROPOSAL #10.: GRANT DISCHARGE THE BOARD OF DIRECTORS ISSUER YES FOR N/A
AND THE PRESIDENT FROM LIABILITY FOR THEIR
ADMINISTRATION DURING THE PERIOD COVERED BY THE ANNUAL
REPORT
PROPOSAL #11.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #12.: APPROVE TO DETERMINE THE FEES PAID TO ISSUER YES FOR N/A
THE DIRECTORS
PROPOSAL #13.: ELECT THE CHAIRMAN AND THE OTHER ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #14.: APPROVE TO DETERMINE THE FEES PAID TO ISSUER YES FOR N/A
THE DIRECTORS
PROPOSAL #15.: APPROVE THE DECISION ON PRINCIPLES FOR ISSUER YES FOR N/A
THE APPOINTMENT OF THE NOMINATION COMMITTEE
PROPOSAL #16.: AMEND THE ARTICLES 1,3,4,6,7,8,9,10,12 ISSUER YES FOR N/A
AND OF THE 13 BANK'S ARTICLES OF ASSOCIATION
PROPOSAL #17.: APPROVE THAT THE BOARD PROPOSES THAT ISSUER YES FOR N/A
THE AGM RESOLVE THAT THE BANK, DURING THE PERIOD UNTIL
THE AGM IN 2007, BE PERMITTED TO ACQUIRE ITS OWN
SHARES THROUGH ITS SECURITIES OPERATIONS IN ACCORDANCE
WITH CHAPTER 4 OF SECTION 5 OF THE SECURITIES
OPERATION ACT UP TO A NUMBER THAT AT ANY GIVEN TIME
DOES NOT EXCEED 2 1/2 % OF THE BANK'S SHARES
OUTSTANDING, THE PRICE OF SHARES ACQUIRED IN THIS
MANNER SHALL CORRESPOND TO THE CURRENT MARKET PRICE AT
THE TIME AND ALSO COVERS THE RIGHT FOR THE BANK TO
DISPOSE OF SUCH ACQUIRED SHARES
PROPOSAL #18.: APPROVE THAT THE FORENINGSSPARBANKEN AR ISSUER YES FOR N/A
HOLDS 14,937,531 A SHARES EQUIVALENT TO SLIGHTLY MORE
THAN 2.8% OF THE TOTAL NUMBERS OF ISSUED SHARES;
BOARD APPROVE THAT THERE IS A LACK OF REASON FOR THE
BANK EITHER TO CONTINUE TO HOLD THESE SHARES OR TO
DISPOSE OF THEM, CONSEQUENTLY BOARD PROPOSES TO REDUCE
THE SHARE CAPITAL BY SEK 298,750,620 BY CANCELLING
SUCH SHARES WITHOUT REPAYMENT, THE AMOUNT OF THE
REDUCTION WILL BE ALLOCATED TO FUNDS TO BE UTILISED
PURSUANT TO A RESOLUTION BY A GENERAL MEETING OF
SHAREHOLDERS; THE BOARD PROPOSES THAT THE MEETING
RESOLVES THAT THE BANK'S SHARE CAPITAL BE INCREASED BY
SEK 515,373,412 OF WHICH A SUM EQUIVALENT TO THE
REDUCTION IN SHARE CAPITAL, I.E. SEK 298,750,620 BE
TRANSFERRED FROM NON-RESTRICTED EQUITY, AND SEK
216,622,792 BE TRANSFERRED FROM THE BANK;S STATUTORY
RESERVE AS SHOWN IN THE LAST ADOPTED BALANCE SHEET,
THE BONUS ISSUE WILL BE CARRIED OUT WITHOUT ANY NEW
SHARES BEING ISSUED; AFTER CARRYING OUT THE BONUS
ISSUE, THE SHARE'S QUOTA VALUE WILL INCREASE FROM SEK
20 TO SEK 21, THE DECISION ON REDUCTION OF THE SHARE
CAPITAL SHALL BE CONDITIONAL UPON THE DECISION ON THE
BONUS ISSUE AND VICE VERSA, SUBSEQUENT TO THE ISSUE,
THE BANK'S SHARE CAPITAL WILL AMOUNT TO
PROPOSAL #19.: AUTHORIZE THE BOARD, UNTIL THE AGM IN ISSUER YES FOR N/A
2006, TO DECIDE TO ACQUIRE THE BANK'S OWN SHARES, IN
ADDITION TO WHAT IS STATED ABOVE IN ITEM 17, ON 1 OR
MORE OCCASIONS AND TO TRANSFER ALL OR PART OF THE
REPURCHASED SHARES ON 1 OR MORE OCCASIONS PRIMARILY AS
FOLLOWS: ACQUISITIONS MAY ONLY BE MADE THROUGH
PURCHASE ON THE STOCKHOLM STOCK EXCHANGE
(STOCKHOLMSBRSEN) AND MAY NOT RESULT IN THAT THE BANKS
TOTAL HOLDINGS OF ITS OWN SHARES, INCLUDING SHARES
ACQUIRED IN SECURITIES OPERATIONS IN ACCORDANCE WITH
ITEM 17, AT ANY GIVEN TIME AMOUNTS TO MORE THAN 5% OF
THE TOTAL NUMBER OF THE SHARES IN THE BANK, THE PRICE
SHALL LIE WITHIN THE INTERVAL BETWEEN THE HIGHEST
BUYING RATE AND THE LOWEST SELLING RATE OFFICIALLY
QUOTED FOR SHARES IN THE BANK AT THE TIME OF
ACQUISITION
PROPOSAL #20.: AUTHORIZE THE BOARD FOR THE PERIOD ISSUER YES FOR N/A
UNTIL THE AGM IN 2007, ON ONE OR MORE OCCASIONS, TO
DECIDE ON THE RAISING OF LOANS ACCORDING TO CHAPTER 11
SECTION 11 THE COMPANIES ACT, THE AUTHORIZATION IS A
CONSEQUENCE OF THE NEW COMPANIES ACT.
PROPOSAL #21.: APPROVE THE PRINCIPLES FOR COMPENSATION ISSUER YES AGAINST N/A
AND OTHER EMPLOYMENT TERMS FOR SENIOR EXECUTIVES AND
OTHERS: A) THE PRESIDENT; B) PERSONS IN EXECUTIVE
MANAGEMENT PRESENTLY CALLED GROUP EXECUTIVE
MANAGEMENT (GEM) ; C) PERSONS IN THE RESPECTIVE
MANAGEMENT GROUPS FOR STRATEGIC BUSINESS UNITS, THE
BASIS OF THE SALARY AND COMPENSATION STRUCTURE SHALL
BE THE TOTAL ANNUAL REMUNERATION RANGE FOR THE ABOVE-
MENTIONED CATEGORIES,THE RANGE IS DETERMINED ANNUALLY
BY THE BOARD, AFTER PREPARATION BY THE BOARD'S
COMPENSATION COMMITTEE, TAKING INTO ACCOUNT THE
CURRENT MARKET TERMS TO FACILITATE COMPETITIVE TERMS
IN LOCAL MARKETS IN WHICH THE RESPECTIVE BUSINESS
UNITS OPERATE, THE COMPENSATION RANGE INCLUDES THE
ANNUAL COST OF BASIC SALARIES, BENEFITS, PENSIONS, AND
BONUSES, THE COST OF NOTICE OF TERMINATION AND
SEVERANCE PAY INCLUDING SOCIAL INSURANCE CHARGES AND
PAYROLL TAXES, THE FIXED SALARY SHALL ACCORD WITH
MARKET CONDITIONS AND BE COMPETITIVE AND ADDITIONALLY,
SUCH THINGS AS RESPONSIBILITY FOR REVENUE AND COSTS,
THE DEGREE OF DIFFICULTY OF THE POSITION, THE
COMPETENCE OF THE INDIVIDUAL, SKILLS, EXPERIENCE AND
PERFORMANCE SHALL BE TAKEN INTO ACCOUNT WHEN
ESTABLISHING SALARY, BONUS SHALL BE LIMITED TO A
MAXIMUM OUTCOME, AND SHALL BE BASED ON QUANTITATIVE
AND QUALITATIVE GOALS AGREED IN ADVANCE, DECISIONS ON
ANY OUTCOME SHALL BE MADE ANNUALLY BY THE BOARD,
PENSION BENEFITS CAN BE DEFINED BENEFIT OR DEFINED
CONTRIBUTION AND SHALL BE VESTED BENEFITS, IN ADDITION
TO THE ABOVE CATEGORIES, OTHER CATEGORIES MAY ALSO BE
COVERED BY THE FORTHCOMING REMUNERATION POLICY,
CURRENT SENIOR EXECUTIVES ARE COVERED BY ALREADY
SIGNED AGREEMENTS
PROPOSAL #22.: OTHER BUSINESS WHICH MAY COME BEFORE ISSUER YES AGAINST N/A
THE MEETING BY LAW OR IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATIONS
PROPOSAL #23.: CLOSING OF THE MEETING ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: FORMOSA CHEMICALS AND FIBRE CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 2005 BUSINESS REPORTS ISSUER YES FOR N/A
PROPOSAL #2.: RATIFY THE 2005 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #3.: RATIFY THE EARNING DISTRIBUTION CASH ISSUER YES FOR N/A
DIVIDEND: TWD 5.2/SHARES, STOCK DIVIDEND: 30/1000
SHARES
PROPOSAL #4.: APPROVE TO RAISE THE CAPITAL BY ISSUING ISSUER YES FOR N/A
NEW SHARES
PROPOSAL #5.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #6.: ELECT THE DIRECTORS AND THE SUPERVISORS ISSUER YES FOR N/A
PROPOSAL #7.: OTHER MOTIONS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: FORMOSA PLASTICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.: RECEIVE THE 2005 BUSINESS OPERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #B.1: ACKNOWLEDGE THE 2005 FINANCIAL STATEMENT ISSUER YES FOR N/A
PROPOSAL #B.2: ACKNOWLEDGE THE 2005 PROFIT ISSUER YES FOR N/A
DISTRIBUTION CASH DIVIDEND TWD 4.1 PER SHARE
PROPOSAL #B.3: APPROVE THE ISSUANCE OF NEW SHARES FORM ISSUER YES FOR N/A
RETAINED EARNINGS STOCK DIVIDEND 30 FOR 1,000 SHARES
HELD
PROPOSAL #B.4: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST N/A
PROPOSAL #B.5.1: ELECT NAN YA PLASTICS CORPORATION ISSUER YES FOR N/A
SHAREHOLDER NO. 006145 AS A DIRECTOR
PROPOSAL #B.5.2: ELECT FORMOSA CHEMICALS AND FIBRE ISSUER YES FOR N/A
CORPORATION SHAREHOLDER NO. 006400 AS A DIRECTOR
PROPOSAL #B.5.3: ELECT FORMOSA PETROCHEMICAL ISSUER YES FOR N/A
CORPORATION SHAREHOLDER NO. 558432 AS A DIRECTOR
PROPOSAL #B.5.4: ELECT CHANG GUNG MEMORIAL HOSPITAL ISSUER YES FOR N/A
SHAREHOLDER NO. 046388 AS A SUPERVISOR
------------------------------------------------------------------------------------
ISSUER: FORTIS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE DIRECTORS ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THE AUDITORS REMUNERATION
PROPOSAL #3.: APPROVE THE 2006 STOCK OPTION PLAN OF ISSUER YES FOR N/A
THE CORPORATION AS SPECIFIED
PROPOSAL #4.: AMEND THE EMPLOYEE SHARE PURCHASE PLAN ISSUER YES FOR N/A
OF THE CORPORATION BY INCREASING THE NUMBER OF SHARES
RESERVED FOR ISSUANCE AS SPECIFIED
------------------------------------------------------------------------------------
ISSUER: FORTIS NL
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1: APPROVE THE SPECIAL REPORT FROM THE ISSUER NO N/A N/A
BOARD OF DIRECTORS IN RELATION TO AUTHORIZED CAPITAL
PROPOSAL #2.2: APPROVE TO CANCEL THE UNUSED BALANCE ISSUER NO N/A N/A
AND CREATE NEW AUTHORIZED CAPITAL AND AMEND ARTICLE 9
OF THE ARTICLES OF ASSOCIATION
PROPOSAL #3.1: AUTHORIZE THE COMPANY TO ACQUIRE FORTIS ISSUER NO N/A N/A
UNITS
PROPOSAL #3.2: AUTHORIZE THE COMPANY TO DISPOSE OF ISSUER NO N/A N/A
FORTIS UNITS
PROPOSAL #4.: CLOSURE ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: FORTIS NL
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1.1: APPROVE THE ANNUAL REPORT ON THE FY ISSUER NO N/A N/A
2005
PROPOSAL #2.1.2: APPROVE THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR THE FY 2005
PROPOSAL #2.1.3: APPROVE THE STATUTORY ANNUAL ACCOUNTS ISSUER NO N/A N/A
OF THE COMPANY FOR THE FY 2005
PROPOSAL #2.2.1: APPROVE THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #2.2.2: ADOPT THE GROSS DIVIDEND FOR THE 2005 ISSUER NO N/A N/A
FY OF EUR 1,16 PER FORTIS UNIT. AS AN INTERIM
DIVIDEND OF EUR 0.52 PER FORTIS UNIT WAS PAID IN SEP
2005, THE FINAL DIVIDEND AMOUNTS TO EUR 0.64 AND WILL
BE PAYABLE AS FROM 22 JUN 2006
PROPOSAL #2.3: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR THE YEAR 2005
PROPOSAL #3.: APPROVE THE FORTIS GOVERNANCE RELATING ISSUER NO N/A N/A
TO THE REFERENCE CODES AND THE APPLICABLE PROVISIONS
REGARDING CORPORATE GOVERNANCE
PROPOSAL #4.1.1: RE-ELECTED MR. JAN SLECHTE AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 1 YEAR UNTIL THE END OF THE
ORDINARY MEETING OF 2007
PROPOSAL #4.1.2: RE-ELECTED MR. RICHARD DELBRIDGE AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE END OF
THE OGM OF 2009
PROPOSAL #4.1.3: RE-ELECTED MR KLAAS WESTDIJK AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE OGM OF
2009
PROPOSAL #4.2.1: RE-ELECT MR. ALOIS MICHIELSEN AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE END OF
THE OGM OF 2009
PROPOSAL #4.2.2: RE-ELECT MR. REINER HAGEMANN AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE END OF
THE AGM OF 2009
PROPOSAL #4.2.3: RE-ELECT MRS. CLARA FURSE AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS UNTIL THE END OF THE
OGM OF 2009
PROPOSAL #4.3: APPROVE TO RENEW THE MISSION OF KPMG ISSUER NO N/A N/A
ACCOUNTANTS N.V. FOR THE FY 2006,2007, 2008 TO AUDIT
THE ANNUAL ACCOUNTS
PROPOSAL #5.1: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
FORTIS N.V. FOR A PERIOD EXPIRING ON 31 MAY 2009, IN
ACCORDANCE WITH ARTICLE 9, PARAGRAPH 9 B) ON THE
ARTICLES OF ASSOCIATION, AS THE AUTHORIZED BODY TO
ISSUE TWINNED SHARES AND CUMULATIVE PREFERENCE SHARES
AND GRAND RIGHTS TO SUBSCRIBE FOR SUCH SHARES OF THE
COMPANY, INCLUDING THE ISSUANCE OF OPTIONS AND
CONVERTIBLES; THIS DESIGNATION SHALL BE VALID FOR ALL
NON-ISSUED SHARES THAT FORM PART OF THE PRESENT OR
FUTURE AUTHORIZED CAPITAL; THIS DESIGNATION MAY NOT BE
REVOKED
PROPOSAL #5.2: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
FORTIS N.V. IN ACCORDANCE WITH ARTICLE 11 OF THE
ARTICLES OF ASSOCIATION AS THE AUTHORIZED BODY TO
RESTRICT OR EXCLUDE THE SHAREHOLDERS PRE-EMPTION
RIGHT, FOR A PERIOD EXPIRING ON 31 MAY 2009; THIS
DESIGNATION MAY NOT BE REVOKED
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS FOR A ISSUER NO N/A N/A
PERIOD OF 18 MONTHS, TO ACQUIRE FORTIS UNITS, IN WHICH
OWN FULLY PAID TWINNED SHARES OF FORTIS N.V. ARE
INCLUDED, UP TO THE MAXIMUM NUMBER PERMITTED BY THE
CIVIL CODE, BOOK 2,ARTICLE 98 PARAGRAPH 2 AND THIS: A)
THROUGH ALL AGREEMENTS, INCLUDING TRANSACTIONS ON THE
STOCK EXCHANGE AND PRIVATE TRANSACTIONS AT A PRICE
EQUAL TO THE AVERAGE OF THE CLOSING PRICES OF THE
PRICES OF THE UNIT ON EURONEXT VRUSSELS ANDEURONEXT
AMSTERDAM ON THE DATE IMMEDIATELY PRECEDING THE
ACQUISITION, PLUS A MAXIMUM OF 15% OR LESS A MAXIMUM
OF 15% OR B) BY MEANS OF STOCK LENDING AGREEMENTS,
UNDER TERMS AND CONDITIONS THAT COMPLY WITH COMMON
MARKET PRACTICE FOR THE NUMBER OF FORTIS UNITS FROM
TIME TO TIME TO BE BORROWED BY FORTIS N.V
PROPOSAL #7.: CLOSING ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: FORTIS NL
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1.1: APPROVE THE ANNUAL REPORT ON THE FY ISSUER NO N/A N/A
2005
PROPOSAL #2.1.2: APPROVE THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR THE FY 2005
PROPOSAL #2.1.3: APPROVE THE STATUTORY ANNUAL ACCOUNTS ISSUER NO N/A N/A
OF THE COMPANY FOR THE FY 2005
PROPOSAL #2.1.4: APPROVE THE PROFIT APPROPRIATION OF ISSUER NO N/A N/A
THE COMPANY FOR THE FY 2004
PROPOSAL #2.2.1: APPROVE THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #2.2.2: ADOPT THE GROSS DIVIDEND FOR THE 2005 ISSUER NO N/A N/A
FY OF EUR 1.16 PER FORTIS UNIT. AS AN INTERIM
DIVIDEND OF EUR 0.52 PER FORTIS UNIT WAS PAID IN SEP
2005, THE FINAL DIVIDEND AMOUNTS TO EUR 0.64 AND WILL
BE PAYABLE AS FROM 22 JUN 2006
PROPOSAL #2.3.1: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR THE YEAR 2005
PROPOSAL #2.3.2: GRANT DISCHARGE TO THE AUDITOR FOR ISSUER NO N/A N/A
THE FY 2005
PROPOSAL #3.: APPROVE THE FORTIS GOVERNANCE RELATING ISSUER NO N/A N/A
TO THE REFERENCE CODES AND THE APPLICABLE PROVISIONS
REGARDING CORPORATE GOVERNANCE
PROPOSAL #4.1.1: RE-ELECT MR. JAN SLECHTE AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 1 YEAR UNTIL THE END OF THE
ORDINARY MEETING OF 2007
PROPOSAL #4.1.2: RE-ELECT MR. RICHARD DELBRIDGE AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE END OF
THE OGM OF 2009
PROPOSAL #4.1.3: RE-ELECT MR KLAAS WESTDIJK AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE OGM OF
2009
PROPOSAL #4.2.1: RE-ELECT MR. ALOIS MICHIELSEN AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE END OF
THE OGM OF 2009
PROPOSAL #4.2.2: RE-ELECT MR. REINER HAGEMANN AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS, UNTIL THE END OF
THE OGM OF 2009
PROPOSAL #4.2.3: RE-ELECT MRS. CLARA FURSE AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS UNTIL THE END OF THE
OGM OF 2009
PROPOSAL #4.3: RE-ELECT PRICEWATERHOUSECOOPERS, ISSUER NO N/A N/A
REVISEURS D ENTERPRISES AS THE STATUTORY AUDITOR OF
THE COMPANY, FOR THE FY 2006,2007, 2008 AND APPROVE TO
SET ITS REMUNERATION AT AN ANNUAL AMOUNT OF EUR
432,000, THE COMPANY WILL BE REPRESENTED BY MR. YVES
VANDENPLAS AND MR. LUC DISCRY
PROPOSAL #5.1: APPROVE THE SPECIAL REPORT BY THE BOARD ISSUER NO N/A N/A
OF DIRECTORS, PREPARED IN ACCORDANCE WITH ARTICLE
604, PARAGRAPH 2 AND ARTICLE 607 OF THE COMPANIES CODE
PROPOSAL #5.2: APPROVE TO CANCEL THE UNUSED BALANCE OF ISSUER NO N/A N/A
THE AUTHORIZED CAPITAL EXISTING AT THE DATE OF THE
MEETING AND TO CREATE A NEW AUTHORIZED CAPITAL OF EUR
1,627,920,000 FOR A PERIOD OF 3 YEARS AND AUTHORIZE
THE USE OF THE AUTHORIZED CAPITAL IN THE EVENT OF A
PUBLIC TAKE OVER OFFER FOR A PERIOD OF 3 YEARS; AMEND
ARTICLE 9 OF THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #6.1: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY AND THE BOARD OF ITS DIRECT SUBSIDIARIES FOR
A PERIOD OF 18 MONTHS, TO ACQUIRE FORTIS UNITS, IN
WHICH TWINNED SHARES OF FORTIS SA/N.V. ARE
INCORPORATED, UP TO THE MAXIMUM NUMBER AUTHORIZED BY
ARTICLE 620 PARAGRAPH 1.2 OF THE COMPANIES CODE FOR
EXCHANGE VALUES EQUIVALENT TO THE AVERAGE OF THE
CLOSING PRICES OF THE FORTIS UNIT ON EURONEXT BRUSSELS
AND EURONEXT AMSTERDAM ON THE DAY IMMEDIATELY
PRECEDING THE ACQUISITION, PLUS A MAXIMUM OF 15% OR
MINUS A MAXIMUM 15%
PROPOSAL #6.2: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY AND THE BOARD OF ITS DIRECT SUBSIDIARIES FOR
A PERIOD OF 18 MONTHS TO DISPOSE OF FORTIS UNITS, IN
WHICH TWINNED FORTIS SA/NV SHARES ARE INCORPORATED
UNDER THE CONDITIONS IT WILL DETERMINE
PROPOSAL #7.: CLOSURE ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: FOSTER'S GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/24/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. F.J. SWAN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #2.: RE-ELECT MR. G.W. MCGREGOR AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #S.3: APPROVE THAT, RULE 7.8 OF THE ISSUER YES FOR N/A
CONSTITUTION OF FOSTER'S GROUP LIMITED BY SHAREHOLDERS
ON 28 MAY 2001 TO REINSTATED IN THE CONSTITUTION
PROPOSAL #4.: APPROVE TO INCREASE THE TOTAL AMOUNT OF ISSUER YES FOR N/A
THE DIRECTORS FEES THAT MAY BE RECEIVED BY THE
COMPANY'S NON-EXECUTIVE DIRECTORS FROM AUD 1,200,000
PER FY TO AUD 1,500,000 PER FY, SUCH AMOUNT TO BE
INCLUSIVE OF SUPERANNUATION GUARANTEE CHARGE
CONTRIBUTIONS
PROPOSAL #5.: APPROVE, SUBJECT TO THE ATTAINMENT OF ISSUER YES FOR N/A
THE RELEVANT PERFORMANCE STANDARDS UNDER THE FOSTER'S
LONG TERM INCENTIVE PLAN (PLAN), THE ACQUISITION OF
RIGHTS IN RESPECT OF UP TO A MAXIMUM OF 402,800
ORDINARY SHARES IN THE COMPANY IN RESPECT OF THE
2005/2006 FY, BY MR. T.L. O HOY, PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF THE COMPANY UNDER THE PLAN
PROPOSAL #6.: ADOPT THE REMUNERATION REPORT REQUIRED ISSUER YES FOR N/A
BY SECTION 300A OF THE CORPORATION ACT, AS CONTAINED
IN THE DIRECTORS REPORT OF THE COMPANY, FOR THE YE 30
JUN 2005
------------------------------------------------------------------------------------
ISSUER: FRASER PAPERS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RORKE B. BRYAN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.2: ELECT MR. JACK L. COCKWELL AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.3: ELECT MR. PAUL E. GAGN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.4: ELECT MR. DOMINIC GAMMIERO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.5: ELECT MR. ROBERT J. HARDING AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. ALD; A. LANDRY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.7: ELECT MR. MARGOT NORTHEY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.8: ELECT MR. SAMUEL J.B. POLLOCK AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #2.: APPOINT ERNST & YOUNG LLP AS THE ISSUER YES ABSTAIN N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
------------------------------------------------------------------------------------
ISSUER: FRESENIUS MED CARE AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CONVERSION OF PREFERRED ISSUER NO N/A N/A
SHARES OF THE COMPANY INTO ORDINARY SHARES THE COMPANY
WILL GRANT HOLDERS OF PREFERRED SHARES THE
OPPORTUNITY TO CONVERT THEIR PREFERRED SHARES INTO
BEARER ORDINARY SHARES, SHAREHOLDERS WHO WISH TO
PARTICIPATE IN THIS PROGRAM WILL HAVE TO PAY A PREMIUM
OF EUR 12.25 PER SHARE FOR THE CONVERSION, THE
DIVIDEND ENTITLEMENT OF THE CONVERTED PREFERRED SHARES
WILL CORRESPOND TO THE DIVIDEND ENTITLEMENT OF THE
BEARER ORDINARY SHARES WITH EFFECT AS PER 1 JAN 2005
PROPOSAL #2.: APPROVE THE ADJUSTMENT OF THE EXISTING ISSUER NO N/A N/A
EMPLOYEE PARTICIPATION PROGRAMS 1996/1998, 1998, AND
2001 IN CONNECTION WITH THE CONVERSION OF PREFERRED
SHARES AS PER ITEM 1 AND THE ADJUSTMENT OF THE
CORRESPONDING CONTINGENT CAPITALS
PROPOSAL #3.: APPROVE THAT THE EXISTING AUTHORIZED ISSUER NO N/A N/A
CAPITAL OF UP TO EUR 30,720,000 SHALL BE REVOKED;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
SHARE CAPITAL BY UP TO EUR 35,000,000 THROUGH THE
ISSUE OF NEW BEARER ORDINARY SHARES AGAINST
CONTRIBUTIONS IN CASH, ON OR BEFORE 29 AUG 2010
AUTHORIZED CAPITAL I , SHAREHOLDERS SUBSCRIPTION
RIGHTS SHALL BE EXCLUDED FOR RESIDUAL AMOUNTS; THE
EXISTING AUTHORIZED CAPITAL II OF UP TO EUR 20,480,000
SHALL BE REVOKED; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 25,000,000
THROUGH THE ISSUE OF NEW BEARER ORDINARY SHARES
AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON OR
BEFORE 29 AUG 2010 AUTHORIZED CAPITAL II ,
SHAREHOLDERS SUBSCRIPTION RIGHTS
PROPOSAL #4.: APPROVE THE TRANSFORMATION OF THE ISSUER NO N/A N/A
COMPANY'S LEGAL FORM INTO A PARTNERSHIP LIMITED BY
SHARES KGAA , AND THAT THE NEW ARTICLES OF
ASSOCIATION OF THE COMPANY SHALL BE TRANSFORMED INTO A
PARTNERSHIP LIMITED BY SHARES AND ITS NAME CHANGED TO
FRESENIUS MEDICAL CARE AG & COMPANY, KGAA FRESENIUS
MEDICAL CARE MANAGEMENT AG WILL BE GENERAL PARTNER OF
FRESENIUS MEDICAL CARE AG & COMPANY KGAA IN EXCHANGE
FOR EVERY ORDINARY/PREFERRED SHARE OF THE COMPANY,
EACH SHAREHOLDER WILL RECEIVE ONE ORDINARY/PREFERRED
SHARE OF FRESENIUS MEDICAL CARE AG & COMPANY KGAA
PROPOSAL #S.1: PLEASE NOTE THAT THIS IS AN ISSUER NO N/A N/A
SHAREHOLDERS PROPOSAL: ON AUGUST 12, 2005, CITADEL
EQUITY FUND LTD., LONDON, SUBMITTED A COUNTERMOTION TO
AGENDA ITEM 1 OF THE EXTRAORDINARY GENERAL MEETING
AND TO THE ONLY AGENDA ITEM OF THE SEPARATE MEETING OF
PREFERENCE SHAREHOLDERS &150; RESOLUTION ON THE
CONVERSION OF NON-VOTING BEARER PREFERENCE SHARES INTO
BEARER ORDINARY SHARES. CITADEL EQUITY FUND LTD
HEREBY REQUESTS ALL SHAREHOLDERS OF FRESENIUS MEDICAL
CARE AG TO APPROVE THE CONVERSION ONLY WHEN THE
CONVERSION PREMIUM WILL BE REDUCED TO EUR 9.75 PER
BEARER PREFERENCE SHARE
------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG
TICKER: FMS CUSIP: 358029106
MEETING DATE: 8/30/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: THE CONVERSION OF OUR OUTSTANDING ISSUER NO N/A N/A
PREFERENCE SHARES INTO ORDINARY SHARES.
PROPOSAL #02: THE CONVERSION OF INTERESTS HELD AND ISSUER NO N/A N/A
RELATED ADJUSTMENTS UNDER OUR EMPLOYEE PARTICIPATION
PROGRAMS.
PROPOSAL #03: THE CREATION OF AUTHORIZED CAPITAL. ISSUER NO N/A N/A
PROPOSAL #04: THE TRANSFORMATION OF THE COMPANY'S ISSUER NO N/A N/A
LEGAL FORM FROM A STOCK CORPORATION
(AKTIENGESELLSCHAFT) UNDER GERMAN LAW INTO A
PARTNERSHIP LIMITED BY SHARES UNDER GERMAN LAW, A
KOMMANDITGESELLSCHAFT AUF AKTIEN ( KGAA ) TO BE CALLED
FRESENIUS MEDICAL CARE AG & CO. KGAA ( FRESENIUS
MEDICAL CARE KGAA ), WITH FRESENIUS MEDICAL CARE
MANAGEMENT AG AS SOLE PARTNER.
------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG
TICKER: FMS CUSIP: 358029106
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PRESENTATION OF THE ANNUAL FINANCIAL ISSUER NO N/A N/A
STATEMENTS AND GROUP FINANCIAL STATEMENTS
PROPOSAL #02: RESOLUTION ON THE APPLICATION OF PROFIT ISSUER NO N/A N/A
PROPOSAL #03: RESOLUTION ON THE DISCHARGE OF THE ISSUER NO N/A N/A
MANAGEMENT BOARD
PROPOSAL #04: RESOLUTION ON THE DISCHARGE OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
ELECTION OF DIRECTOR: DR. GERD KRICK ISSUER NO N/A N/A
ELECTION OF DIRECTOR: DR. DIETER SCHENCK ISSUER NO N/A N/A
ELECTION OF DIRECTOR: PROF. DR BERND FAHRHOLZ ISSUER NO N/A N/A
ELECTION OF DIRECTOR: WALTER L. WEISMAN* ISSUER NO N/A N/A
ELECTION OF DIRECTOR: JOHN GERHARD KRINGEL* ISSUER NO N/A N/A
ELECTION OF DIRECTOR: WILLIAM P. JOHNSON ISSUER NO N/A N/A
PROPOSAL #06: ELECTION OF THE AUDITORS AND GROUP ISSUER NO N/A N/A
AUDITORS FOR THE FINANCIAL YEAR 2006
PROPOSAL #07: RESOLUTION ON AUTHORIZING THE GRANTING ISSUER NO N/A N/A
OF OPTIONS TO MANAGERIAL STAFF MEMBERS
(FUHRUNGSKRAFTE) AND MEMBERS OF THE MANAGMENT OF
FRESENIUS MEDICAL CARE AG & CO. KGAA OR AN AFFILIATED
COMPANY (STOCK OPTION PROGRAM 2006) AND THE CREATION
OF CONDITIONAL CAPITAL TO PROVIDE FOR THE STOCK OPTION
PROGRAM 2006 AND CONSEQUENT AMENDMENTS TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #08: RESOLUTION ON THE ADJUSTMENT OF EXISTING ISSUER NO N/A N/A
EMPLOYEE PARTICIPATION PROGRAMS
PROPOSAL #09: RESOLUTION ON AMENDMENT OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG & CO. KGAA, BAD HOMBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ANNUAL FINANCIAL ISSUER NO N/A N/A
STATEMENTS AND GROUP FINANCIAL STATEMENTS, SITUATION
REPORT FOR FRESENIUS MEDICAL CARE AG & CO. KGAA
PREVIOUSLY FRESENIUS MEDICAL CARE AKTIENGESELLSCHAFT
AND THE GROUP, APPROVED BY THE SUPERVISORY BOARD AND
THE REPORT OF THE SUPERVISORY BOARD FOR THE FY 2005;
RESOLUTION ON THE APPROVAL OF THE ANNUAL FINANCIAL
STATEMENTS OF FRESENIUS MEDICAL CARE AG & CO. KGAA
PREVIOUSLY FRESENIUS MEDICAL CARE AKTIENGESELLSCHAFT
FOR THE FY 2005
PROPOSAL #2.: RESOLUTION ON THE ALLOCATION OF INCOME ISSUER NO N/A N/A
AND DIVIDENDS OF EUR 1.23 PER COMMON SHARE AND EUR
1.29 PER PREFERENCE SHARE
PROPOSAL #3.: RESOLUTION ON THE DISCHARGE OF THE ISSUER NO N/A N/A
MANAGEMENT BOARD
PROPOSAL #4.: RESOLUTION ON THE DISCHARGE OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.1: ELECT DR. GERD KRICK TO THE SUPERVISORY ISSUER NO N/A N/A
BOARD
PROPOSAL #5.2: ELECT DR. DIETER SCHENK TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.3: ELECT PROF. DR. BERND FAHRHOLZ TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.4: ELECT MR. WALTER L. WEISMAN TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AND TO THE JOINT COMMITTEE
PROPOSAL #5.5: ELECT MR. JOHN GERHARD KRINGEL TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AND TO THE JOINT COMMITTEE
PROPOSAL #5.6: ELECT MR. WILLIAM P. JOHNSTON TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD AND TO THE JOINT COMMITTEE
PROPOSAL #6.: RATIFY KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFTAKTIENGESELLSCHAFT AS THE AUDITORS FOR
FISCAL 2006
PROPOSAL #7.: RESOLUTION ON AUTHORIZING THE GRANTING ISSUER NO N/A N/A
OPTIONS TO MANAGERIAL STAFF MEMBERS FUHRUNGSKRAFTE
AND MEMBERS OF FRESENIUS MEDICAL CARE AG & CO. KGAA OR
AN AFFILIATED COMPANY STOCK OPTION PROGRAM 2006 AND
THE CREATION OF CONDITIONAL CAPITAL TO PROVIDE FOR
THE STOCK OPTION PROGRAME 2006 AND CONSEQUENT
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
PROPOSAL #8.: RESOLUTION ON THE ADJUSTMENT OF EXISTING ISSUER NO N/A N/A
EMPLOYEE PARTICIPATION PROGRAMS
PROPOSAL #9.: RESOLUTION ON AMENDMENT OF ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION; ARTICLE 13A JOINT COMMITTEE, ARTICLE 13B
APPOINTMENT AND PERIOD OF OFFICE OF MEMBERS OF THE
JOINT COMMITTEE, ARTICLE 13C RIGHTS AND DUTIES OF THE
JOINT COMMITTEE, ARTICLE 13D MEETINGS AND RESOLUTIONS
OF THE JOINT COMMITTEE, ARTICLE 13E RULES OF
PROCEDURES, REPORT, REMUNERATION, ARTICLE 13F DUTY OF
CARE AND RESPOSIBILITY OF THE MEMBERS OF THE JOINT
COMMITTEE, ARTICLE 12 RULES OF PROCEDURES OF THE
SUPERVISORY BOARD, AUDIT AND CORPORATE GOVERNANCE
COMMITTEE
------------------------------------------------------------------------------------
ISSUER: FUJI PHOTO FILM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: APPROVE TRANSFER OF OPERATIONS TO A ISSUER YES FOR N/A
WHOLLY-OWNED SUBSIDIARY AND CREATE AHOLDING COMPANY
STRUCTURE
PROPOSAL #3: AMEND ARTICLES TO: 1 ADOPT REDUCTION OF ISSUER YES FOR N/A
LIABILITY SYSTEM FOR DIRECTORS ANDAUDITORS, EXPAND
BUSINESS LINES, ALLOW DISCLOSURE OF SHAREHOLDER
MEETING MATERIALS ON THE INTERNET, ALLOW USE OF
ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE, ETC. AFTER THE TRANSFER, AMEND ARTICLES TO:
2 EXPAND BUSINESS LINES, CHANGE LOCATION OF
THE COMPANY, REDUCE BOARD SIZE.
PROPOSAL #4.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.14: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.15: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.16: APPOINT A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #5.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #6: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #7: 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: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: ADOPT REDUCTION OF ISSUER YES AGAINST N/A
LIABILITY SYSTEM FOR DIRECTORS ANDAUDITORS, ALLOW
DISCLOSURE OF SHAREHOLDER MEETING MATERIALS ON THE
INTERNET, APPOINT INDEPENDENT AUDITORS, APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE,
REDUCE TERM OF OFFICE OF DIRECTORS
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATEAUDITORS
------------------------------------------------------------------------------------
ISSUER: FYFFES PLC (FORMERLY FII-FYFFES PLC)
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR N/A
ORDINARY SHARE CAPITAL OF THE COMPANY FROM EUR
30,000,000 TO EUR 30,005,000 BY THE CREATION OF
500,000,000 A TRACKER SHARES OF EUR 0.00001 EACH, SUCH
A TRACKER SHARES HAVING THE RIGHTS AND BEING SUBJECT
TO THE RESTRICTIONS SET OUT IN THE ARTICLES OF
ASSOCIATION OF THE COMPANY AS AMENDED BY RESOLUTION 3
THE NEW ARTICLES OF ASSOCIATION ; AUTHORIZE THE
DIRECTORS, IN ADDITION TO ALL EXISTING AUTHORITIES,
PURSUANT TO AND IN ACCORDANCE WITH SECTION 20 OF THE
COMPANIES AMENDMENT ACT 1983 THE 1983 ACT TO
EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT A
TRACKER SHARES UP TO EUR 5,000 IN NOMINAL VALUE
AUTHORITY EXPIRE ON THE EARLIER OF 09 MAY 2006 OR ON
THE COMPLETION OF THE DEMERGER AS SPECIFIED AND FOR
THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIRMAN
OF THE MEETING THE DEMERGER AND DIRECTED TO
CAPITALIZE AN AMOUNT OF UP TO EUR 5,000 BEING PART OF
THE AMOUNT STANDING TO THE CREDIT OF THE PROFIT AND
LOSS ACCOUNT OF THE COMPANY AND TO APPLY SUCH AMOUNT
AS MAY BE REQUIRED IN PAYING UP IN FULL AT PAR VALUE A
BONUS ISSUE OF ONE A TRACKER SHARE PER ORDINARY SHARE
TO EACH HOLDER OF THE ORDINARY SHARES IN THE COMPANY
AS RECORDED IN THE REGISTER OF MEMBERS AT 5.00 P.M.
IRISH TIME ON THE DATE HEREOF PROVIDED TO TAKE SUCH
ACTION AS THEY CONSIDER NECESSARY OR EXPEDIENT TO DEAL
WITH ANY LEGAL, REGULATORY OR PRACTICAL PROBLEMS
ARISING IN ANY OVERSEAS JURISDICTION OR THE
REQUIREMENTS OF ANY REGULATORY BODY AND OTHERWISE TO
FURTHER AND GIVE EFFECT TO THE FOREGOING PROVISIONS OF
THIS RESOLUTION AND FOR THE PURPOSE OF EFFECTING AND
IMPLEMENTING THE DEMERGER, TO REDEEM AND CANCEL ALL A
TRACKER SHARES IN EXCHANGE FOR THE ALLOTMENT AND ISSUE
OF ORDINARY SHARES OF EUR 0.01 EACH IN BLACKROCK
INTERNATIONAL LAND PLC A BLACKROCK SHARE TO THE
SHAREHOLDERS OF THE COMPANY ON THE BASIS OF 1
BLACKROCK SHARE FOR EVERY 1 A TRACKER SHARE IN THE
COMPANY PROVIDED THAT SUCH BLACKROCK SHARES SHALL HAVE
BEEN ALLOTTED AND ISSUED IN CONSIDERATION FOR THE
TRANSFER TO BLACKROCK INTERNATIONAL LAND PLC OF THE
PROPERTY UNDERTAKING AS SPECIFIED THE PROPERTY
UNDERTAKING AND SUCH REDEMPTION SHALL BE MADE BY
REDUCING THE DISTRIBUTABLE RESERVES OF THE COMPANY,
INCLUDING THAT ELEMENT OF THE REVALUATION RESERVES
FALLING TO BE TREATED AS REALIZED, BY AN AMOUNT EQUAL
TO THE CARRYING VALUE OF THE PROPERTY UNDERTAKING
PROPOSAL #2.: APPROVE THE BUSINESS TRANSFER AGREEMENT ISSUER YES FOR N/A
AND THE OPTION AGREEMENT BEING THE MATERIAL CONTRACTS
AS SPECIFIED AND AUTHORIZE THE DIRECTORS: TO 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 TRANSACTIONS SPECIFIED
INCLUDING, WITHOUT PREJUDICE TO THE GENERALITY OF THE
FOREGOING, THE IMPLEMENTATION OF THE DEMERGER AND
SHARE SUBSCRIPTION AND TO DETERMINE THE TIMING AT
WHICH EACH SUCH ACT OR THING SHALL BE DONE; PROVIDED
NO SUCH ACT OR THING IS DONE IN A WAY OR AT A TIME
WHICH IS MATERIALLY INCONSISTENT WITH INFORMATION AS
SPECIFIED
PROPOSAL #S.3: ADOPT, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 1, THE AMENDMENTS REQUIRED
TO BE MADE TO THE MEMORANDUM AND ARTICLES OF
ASSOCIATION AS SPECIFIED AS A RESULT OF THE INCREASE
IN SHARE CAPITAL PROVIDED FOR IN RESOLUTION 1 ABOVE
AND THE REGULATIONS CONTAINED IN THE DRAFT PRODUCED TO
THE MEETING AND SIGNED FOR THE PURPOSES OF
IDENTIFICATION BY THE CHAIRMAN OF THE BOARD OF
DIRECTORS OF THE COMPANY AS THE NEW MEMORANDUM OF
ASSOCIATION AND THE NEW ARTICLES OF ASSOCIATION OF THE
COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION OF
THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES OF
ASSOCIATION OF THE COMPANY FOR THE TIME BEING
------------------------------------------------------------------------------------
ISSUER: FYFFES PLC (FORMERLY FII-FYFFES PLC)
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE STATEMENTS OF ISSUER YES FOR N/A
ACCOUNT FOR THE YE 31 DEC 2005 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE INTERIM DIVIDENDS AND ISSUER YES FOR N/A
DECLARE A FINAL DIVIDEND OF EUR 5.20 CENT PER SHARE ON
THE ORDINARY SHARES FOR THE YE 31 DEC 2005
PROPOSAL #3.A: RE-ELECT MR. D.V. MCCANN AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #3.B: RE-ELECT MR. J.F. GERNON AS A DIRECTOR, ISSUER YES AGAINST N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #3.C: RE-ELECT MR. J.P. TOLAN AS A DIRECTOR, ISSUER YES AGAINST N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #3.D: RE-ELECT MR. G.B. SCANLAN AS A ISSUER YES AGAINST N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #3.E: RE-ELECT MR. R.P. BYRNE AS A DIRECTOR, ISSUER YES AGAINST N/A
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #3.F: RE-ELECT MR. C. BOS AS A DIRECTOR, WHO ISSUER YES AGAINST N/A
RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
AND/OR THE COMBINED CODE ON CORPORATE GOVERNANCE
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS FOR THEYE 31 DEC 2006
PROPOSAL #5.: APPROVE TO INCREASE THE LIMIT ON THE ISSUER YES FOR N/A
AGGREGATE AMOUNT OF THE ANNUAL REMUNERATION OF THE
DIRECTORS TO EUR 500,000
PROPOSAL #6.: AUTHORIZE THE DIRECTORS, TO ALLOT ISSUER YES FOR N/A
RELEVANT SECURITIES SECTION 20 OF THE COMPANIES
AMENDMENT ACT, 1983 UP TO AN AGGREGATE NOMINAL
AMOUNT OF EUR 6,995,469 116,591,148 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.7.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 AMENDMENT ACT, 1983, TO
ALLOT EQUITY SECURITIES SECTION 23 OF THAT ACT FOR
CASH, PURSUANT TO THE AUTHORITY TO ALLOT RELEVANT
SECURITIES CONFERRED ON THE DIRECTORS BY RESOLUTION 6,
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 1,049,320 17,488,672 SHARES REPRESENTING
5% OF THE NOMINAL VALUE OF THE ISSUED SHARES CAPITAL
PROPOSAL #S.7.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 IN THE COMPANY SHARES ON SUCH TERMS AND
CONDITIONS AND IN SUCH MANNER AS THE DIRECTORS MAY
DETERMINE FROM TIME TO TIME, BUT SUBJECT TO THE
PROVISIONS OF THE COMPANIES ACT, 1990, OF UP TO
34,977,344 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: I) THE
AVERAGE OF THE PRICES AT WHICH SUCH DEALINGS TOOK
PLACE IF THERE SHALL BE MORE THAN ONE DEALING REPORTED
FOR THE DAY; OR II) THE PRICE AT WHICH SUCH DEALING
TOOK PLACE IF THERE SHALL BE ONLY ONE DEALING REPORTED
FOR THE DAY; OR III) IF THERE SHALL NOT BE ANY
DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH
AND LOW MARKET GUIDE PRICES 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 REPORTED, OR IF THERE
SHALL NOT BE ANY MARKET GUIDE PRICE REPORTED, FOR ANY
PARTICULAR DAY THEN THAT DAY SHALL NOT COUNT AS ONE OF
THE SAID 5 BUSINESS DAYS FOR THE PURPOSES OF
DETERMINING THE MAXIMUM PRICE; IF THE MEANS OF
PROVIDING THE FOREGOING INFORMATION AS TO DEALINGS AND
PRICES BY REFERENCE TO WHICH THE MAXIMUM PRICE IS TO
BE DETERMINED IS ALTERED OR IS REPLACED BY SOME OTHER
MEANS, THEN A MAXIMUM PRICE SHALL BE DETERMINED ON THE
BASIS OF THE EQUIVALENT INFORMATION PUBLISHED BY THE
RELEVANT AUTHORITY IN RELATION TO THE DEALINGS ON THE
IRISH STOCK EXCHANGE OR ITS EQUIVALENT; 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 INTO A CONTRACT
WHOLLY OR PARTLY FOR THE PURCHASE OF SHARES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
------------------------------------------------------------------------------------
ISSUER: GAMESTOP CORP.
TICKER: GME CUSIP: 36467W109
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DANIEL A. DEMATTEO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL N. ROSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD A. VOLKWEIN ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO ADOPT THE AMENDED AND ISSUER YES FOR FOR
RESTATED GAMESTOP CORP. SUPPLEMENTAL COMPENSATION PLAN.
PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
BDO SEIDMAN, LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR
ENDING FEBRUARY 3, 2007.
------------------------------------------------------------------------------------
ISSUER: GEBERIT AG, JONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER NO N/A N/A
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE
ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS.
------------------------------------------------------------------------------------
ISSUER: GEBERIT AG, JONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 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 2005 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 OF CHF 25 PER SHARE
PROPOSAL #3.: APPROVE THE ACTIONS TO THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #4.1: RE-ELECT DR. ROBERT HEBERLEIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.2: ELECT MR. RANDOLF HANSLIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.3: ELECT MR. HANS HESS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS
------------------------------------------------------------------------------------
ISSUER: GENERAL DYNAMICS CORPORATION
TICKER: GD CUSIP: 369550108
MEETING DATE: 5/3/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: N.D. CHABRAJA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.S. CROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.P. FRICKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.H. GOODMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.L. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.A. JOULWAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.G. KAMINSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M. KEANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.J. LUCAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.L. LYLES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.E. MUNDY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. WALMSLEY ISSUER YES FOR FOR
PROPOSAL #02: SELECTION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: SHAREHOLDER PROPOSAL WITH REGARD TO SHAREHOLDER YES AGAINST FOR
MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS
PROPOSAL #04: SHAREHOLDER PROPOSAL WITH REGARD TO SHAREHOLDER YES AGAINST FOR
AUTOMATIC DISQUALIFICATION OF DIRECTORS WHO FAIL TO
RECEIVE A MAJORITY OF AFFIRMATIVE VOTES CAST
PROPOSAL #05: SHAREHOLDER PROPOSAL WITH REGARD TO SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN
PROPOSAL #06: SHAREHOLDER PROPOSAL WITH REGARD TO SHAREHOLDER YES ABSTAIN AGAINST
CORPORATE POLITICAL CONTRIBUTIONS
PROPOSAL #07: SHAREHOLDER PROPOSAL WITH REGARD TO SHAREHOLDER YES ABSTAIN AGAINST
SUSTAINABILITY REPORT
------------------------------------------------------------------------------------
ISSUER: GENTING BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE FYE 31 DEC 2005 AND THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE A FINAL DIVIDEND OF MYR 0.19 PER ISSUER YES FOR N/A
SHARE FOR THE FYE 31 DEC 2005
PROPOSAL #3.: APPROVE THE DIRECTORS FEES OF MYR ISSUER YES FOR N/A
595,000 FOR THE FYE 31 DEC 2005
PROPOSAL #4.: RE-ELECT MR. TUN MOHAMMED HANIF BIN OMAR ISSUER YES FOR N/A
AS A DIRECTOR OF THE COMPANY PURSUANT TO THE ARTICLE
99 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #5.: RE-ELECT DR. R. THILLAINATHAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY PURSUANT TO THE ARTICLE 99 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #6.: RE-APPOINT MR. TAN SRI MOHD AMIN BIN ISSUER YES FOR N/A
OSMAN AS A DIRECTOR OF THE COMPANY, WHO RETIRES IN
ACCORDANCE WITH SECTION 129 OF THE COMPANIES ACT 1965
PROPOSAL #7.: RE-APPOINT MR. TAN SRI GUNN CHIT TUAN AS ISSUER YES FOR N/A
A DIRECTOR OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH SECTION 129 OF THE COMPANIES ACT 1965
PROPOSAL #8.: APPROVE PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #9.: AUTHORIZE, SUBJECT TO THE COMPANIES ACT ISSUER YES FOR N/A
1965, THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
THE APPROVAL OF ANY GOVERNMENT AND/OR REGULATORY
AUTHORITIES, PURSUANT TO SECTION 132D OF THE COMPANIES
ACT 1965, TO ISSUE AND ALLOT 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
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 UNTIL THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO ISSUER YES FOR N/A
COMPLIANCE WITH THE COMPANIES ACT 1965, THE ARTICLES
OF ASSOCIATION OF THE COMPANY, REGULATIONS AND
GUIDELINES ISSUED FROM TIME TO TIME BY BURSA MALAYSIA
SECURITIES BERHAD BURSA MALAYSIA OR ANY OTHER
REGULATORY AUTHORITIES, TO UTILIZE AN AMOUNT NOT
EXCEEDING THE TOTAL RETAINED PROFITS AND SHARE
PREMIUMS OF THE COMPANY TO PURCHASE SUCH AMOUNT OF
ORDINARY SHARES OF MYR 0.50 EACH IN THE CAPITAL OF 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 DOES NOT EXCEED 70,538,000
ORDINARY SHARES OF MYR 0.50 EACH REPRESENTING 10% OF
THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY AS
AT 02 MAY 2006 BASED ON THE AUDITED FINANCIAL
STATEMENTS FOR THE FYE 31 DEC 2005, THE COMPANY
RETAINED PROFITS AND SHARE PREMIUM ACCOUNTS WERE MYR
3,573.3 MILLION AND MYR 111.7 MILLION RESPECTIVELY;
AUTHORITY EXPIRES UNTIL THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY ; AUTHORIZE 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
RESELL THE TREASURY SHARES OR TO DISTRIBUTE THEM AS
SHARE DIVIDEND AND/OR SUBSEQUENTLY CANCEL THEM AND TO
TAKE ALL SUCH STEPS NECESSARY INCLUDING THE
APPOINTMENT OF UP TO 2 PARTICIPATING ORGANIZATIONS AS
DEFINED IN THE BURSA MALAYSIA LISTING REQUIREMENTS AND
THE OPENING AND MAINTAINING OF CENTRAL DEPOSITORY
ACCOUNTS DESIGNATED AS SHARE-BUY-BACK ACCOUNTS AND TO
ENTER INTO ANY AGREEMENT AND ARRANGEMENTS WITH ANY
PARTY OR PARTIES TO IMPLEMENT, FINALIZE AND GIVE FULL
EFFECT TO THE AFORESAID WITH FULL POWERS TO ASSENT TO
ANY CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
AMENDMENT AS MAY BE IMPOSED BY THE RELEVANT AUTHORITIES
------------------------------------------------------------------------------------
ISSUER: GILEAD SCIENCES, INC.
TICKER: GILD CUSIP: 375558103
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL BERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. COGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ETIENNE F. DAVIGNON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. DENNY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. MADIGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GORDON E. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICHOLAS G. MOORE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GAYLE E. WILSON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR
LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO GILEAD'S 2004 ISSUER YES FOR FOR
EQUITY INCENTIVE PLAN.
PROPOSAL #04: TO APPROVE GILEAD'S CODE SECTION 162(M) ISSUER YES FOR FOR
BONUS PLAN AND CERTAIN PERFORMANCE-BASED PROVISIONS
THEREUNDER.
PROPOSAL #05: TO APPROVE AN AMENDMENT TO GILEAD'S ISSUER YES AGAINST AGAINST
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF GILEAD'S COMMON STOCK
FROM 700,000,000 TO 1,400,000,000 SHARES.
PROPOSAL #06: TO APPROVE A STOCKHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
REQUESTING A REPORT ON THE HIV/AIDS, TUBERCULOSIS AND
MALARIA PANDEMIC.
------------------------------------------------------------------------------------
ISSUER: GLOBE TELECOM INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/4/2006 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.: 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 #5.: ELECT THE DIRECTORS INCLUDING THE ISSUER YES FOR N/A
INDEPENDENT DIRECTORS
PROPOSAL #6.: ELECT THE AUDITORS AND APPROVE TO FIX ISSUER YES FOR N/A
THEIR REMUNERATION
PROPOSAL #7.: ANY OTHER BUSINESS ISSUER YES AGAINST N/A
PROPOSAL #8.: ADJOURNMENT ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: GMM GRAMMY PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE ISSUER YES FOR N/A
SHAREHOLDERS AGM FOR 2005 HELD ON 25 APR 2005
PROPOSAL #2.: APPROVE TO INFORM THE COMPANY'S ISSUER YES FOR N/A
OPERATING PERFORMANCE FOR 2005 AND THE ANNUALREPORT OF
YEAR 2005
PROPOSAL #3.: APPROVE THE COMPANY'S BALANCE SHEETS AS ISSUER YES FOR N/A
AT 31 DEC 2005 AND PROFIT AND LOSS STATEMENTS FOR THE
YE 31 DEC 2005
PROPOSAL #4.: APPROVE THE ALLOCATION OF NET PROFIT FOR ISSUER YES FOR N/A
LEGAL RESERVES AND DIVIDEND PAYMENTSFOR 2005
OPERATIONAL RESULTS
PROPOSAL #5.: APPOINT NEW DIRECTORS TO SUCCEED THOSE ISSUER YES FOR N/A
COMPLETING THEIR TERMS
PROPOSAL #6.: APPROVE THE COMPANY'S DIRECTORS AND THE ISSUER YES FOR N/A
AUDIT COMMITTEE REMUNERATION FOR 2006
PROPOSAL #7.: APPOINT THE COMPANY'S AUDITOR AND ISSUER YES FOR N/A
APPROVE THE AUDIT FEE FOR 2006
PROPOSAL #8.: OTHER ISSUES ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: GOLD FIELDS LTD NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/17/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #o.1: ADOPT THE CONSOLIDATED AUDITED ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE COMPANY AND ITS
SUBSIDIARIES, INCORPORATING THE AUDITORS AND DIRECTORS
REPORTS FOR THE YE 30 JUN 2005
PROPOSAL #o.2: RE-ELECT DR. A. GRIGORIAN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE ARTICLES OF THE
ASSOCIATION
PROPOSAL #O.3: RE-ELECT MR. S. STEFANOVICH AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE ARTICLES OF THE
ASSOCIATION
PROPOSAL #O.4: RE-ELECT MR. J.M. MCMAHON AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE ARTICLES OF THE
ASSOCIATION
PROPOSAL #O.5: RE-ELECT MR. C.I. VON CHRISTIERSON AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN TERMS OF THE ARTICLES OF THE
ASSOCIATION
PROPOSAL #O.6: RE-ELECT MR. A.J. WRIGHT AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN TERMS OF THE ARTICLES OF THE
PROPOSAL #O.7: AUTHORIZED THE BOARD OF DIRECTORS, THAT ISSUER YES FOR N/A
THE ENTIRE AUTHORIZED BUT UNISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY FROM TIME TO TIME AFTER
SETTING ASIDE SO MANY SHARES AS MAY BE REQUIRED TO BE
ALLOTTED AND ISSUED BY THE COMPANY IN TERMS OF ANY
SHARE PLAN OR SCHEME FOR THE BENEFIT OF EMPLOYEES
AND/OR DIRECTORS WHETHER EXECUTIVE OR NON-EXECUTIVE
BE AND IS HEREBY PLACED UNDER THE CONTROL OF THE
DIRECTORS OF THE COMPANY UNTIL THE NEXT AGM, IN TERMS
OF SECTION 221(2) OF THE COMPANIES ACT 61 OF 1973, AS
AMENDED COMPANIES ACT , TO ALLOT AND ISSUE ALL OR
PART THEREOF IN THEIR DISCRETION, SUBJECT TO THE
PROVISIONS OF THE COMPANIES ACT AND THE LISTINGS
REQUIREMENTS OF JSE LIMITED
PROPOSAL #O.8: AUTHORIZED THE BOARD OF DIRECTORS, ISSUER YES FOR N/A
PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY, UNTIL THE FORTHCOMING AGM OF THE COMPANY
WHEREUPON THIS AUTHORITY SHALL LAPSE UNLESS IT IS
RENEWED AT THE AFOREMENTIONED AGM, PROVIDED THAT IT
SHALL NOT EXTEND BEYOND 15 MONTHS OF THE DATE OF THIS
MEETING , TO ALLOT AND ISSUE ORDINARY SHARES FOR CASH
SUBJECT TO THE LISTINGS REQUIREMENTS OF JSE LIMITED
JSE AND SUBJECT TO THE COMPANIES ACT, 61 OF 1973, AS
AMENDED ON THE FOLLOWING BASIS: (A) THE ALLOTMENT AND
ISSUE OF ORDINARY SHARES FOR CASH SHALL BE MADE ONLY
TO PERSONS QUALIFYING AS PUBLIC SHAREHOLDERS AS
DEFINED IN THE LISTINGS REQUIREMENTS OF JSE AND NOT TO
RELATED PARTIES; (B) THE NUMBER OF ORDINARY SHARES
ISSUED FOR CASH FROM TIME TO TIME SHALL NOT IN THE
AGGREGATE IN ANY ONE FY OF THE COMPANY EXCEED 10% OF
THE COMPANY'S ISSUED ORDINARY SHARES, THE NUMBER OF
ORDINARY SHARES WHICH MAY BE ISSUED FOR CASH SHALL BE
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 IN AS THOUGH THEY WERE
SHARES IN ISSUE AT THE DATE OF APPLICATION; (C) THE
MAXIMUM DISCOUNT AT WHICH ORDINARY SHARES MAY BE
ISSUED FOR CASH IS 10% OF THE WEIGHTED AVERAGE TRADED
PRICE ON THE JSE OF THOSE ORDINARY SHARES OVER THE 30
DAYS PRIOR TO THE DATE THAT THE PRICE OF THE ISSUE IS
DETERMINED OR AGREED BY THE DIRECTORS OF THE COMPANY;
(D) AFTER THE COMPANY HAS ISSUED SHARES FOR CASH WHICH
REPRESENT, ON A CUMULATIVE BASIS WITHIN A FY, 5% OR
MORE OF THE NUMBER OF SHARES IN ISSUE PRIOR TO THAT
ISSUE, THE COMPANY SHALL PUBLISH AN ANNOUNCEMENT
CONTAINING FULL DETAILS OF THE ISSUE, INCLUDING THE
EFFECT OF THE ISSUE ON THE NET ASSET VALUE AND
EARNINGS PER SHARE OF THE COMPANY; AND (E) THE EQUITY
SECURITIES WHICH ARE THE SUBJECT OF THE ISSUE FOR CASH
ARE OF A CLASS ALREADY IN ISSUE, IN TERMS OF THE
LISTINGS REQUIREMENTS OF THE JSE, A 75% MAJORITY IS
REQUIRED OF VOTES CAST BY THE SHAREHOLDERS PRESENT OR
REPRESENTED BY PROXY AT THE GENERAL MEETING CONVENED
TO APPROVE THE ABOVE RESOLUTION REGARDING THE WAIVER
OF PRE-EMPTIVE RIGHTS
PROPOSAL #O.9: ADOPT THE DEED EMBODYING THE GOLD ISSUER YES FOR N/A
FIELDS LIMITED 2005 SHARE PLAN, A COPY OF WHICH HAS
BEEN SIGNED BY THE CHAIRMAN FOR IDENTIFICATION
PURPOSES AND TABLED AT THE AGM CONVENED TO CONSIDER,
INTER ALIA, THIS RESOLUTION
PROPOSAL #O.10: AUTHORIZED THE BOARD OF DIRECTORS, ISSUER YES FOR N/A
SUBJECT TO THE PASSING OF ORDINARY RESOLUTION 9
PROPOSED AT THE AGM AT WHICH THIS ORDINARY RESOLUTION
IS TO BE CONSIDERED, SO MANY OF THE TOTAL UNISSUED
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AS DO
NOT, TOGETHER WITH THOSE PLACED UNDER THE CONTROL OF
THE DIRECTORS PURSUANT TO ORDINARY RESOLUTION NUMBER
11 AND ORDINARY RESOLUTION NUMBER 12, EXCEED 5% OF THE
TOTAL UNISSUED ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY, IN TERMS OF SECTION 221(2) OF THE COMPANIES
ACT 61 OF 1973, AS AMENDED, TO ALLOT AND ISSUE ALL OR
ANY OF SUCH SHARES, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE GOLD FIELDS LIMITED 2005 SHARE PLAN,
AS SAME MAY BE AMENDED FROM TIME TO TIME
PROPOSAL #O.11: AUTHORIZED THE BOARD OF DIRECTORS, SO ISSUER YES FOR N/A
THAT THE TOTAL UNISSUED ORDINARY SHARES IN THE CAPITAL
OF THE COMPANY AS DO NOT, TOGETHER WITH THOSE PLACED
UNDER THE CONTROL OF THE DIRECTORS PURSUANT TO
ORDINARY RESOLUTION NUMBER 10 AND ORDINARY RESOLUTION
NUMBER 12, EXCEED 5% OF THE TOTAL UNISSUED ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY, IN TERMS OF
SECTION 221(2) OF THE COMPANIES ACT 61 OF 1973, AS
AMENDED, TO ALLOT AND ISSUE ALL AND ANY OF SUCH SHARES
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE GF
MANAGEMENT INCENTIVE SCHEME, AS SAME HAS BEEN OR MAY
BE AMENDED FROM TIME TO TIME
PROPOSAL #O.12: APPROVE THAT THE FOLLOWING CURRENT AND ISSUER YES AGAINST N/A
RETIRING NON-EXECUTIVE DIRECTORS ARE AWARDED RIGHTS
TO THE FOLLOWING NUMBERS OF SHARES IN TERMS OF THE
GOLD FIELDS LIMITED 2005 NON-EXECUTIVE SHARE PLAN AS
SPECIFIED AND AUTHORIZED THE BOARD OF DIRECTORS, SO
THAT MANY UNISSUED ORDINARY SHARES IN THE CAPITAL OF
THE COMPANY AS ARE NECESSARY TO ALLOT AND ISSUE THE
SHARES IN RESPECT OF WHICH RIGHTS HAVE BEEN AWARDED TO
CURRENT AND RETIRING NON-EXECUTIVE DIRECTORS UNDER
THIS ORDINARY RESOLUTION NUMBER 12, IN TERMS OF
SECTION 221(2) OF THE COMPANIES ACT 61 OF 1973, AS
AMENDED, TO ALLOT AND ISSUE ALL AND ANY OF SUCH
SHARES, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THE GOLD FIELDS LIMITED 2005 NON-EXECUTIVE SHARE
PLAN, AS SAME MAY BE AMENDED FROM TIME TO TIME
PROPOSAL #O.13: APPROVE THE ANNUAL RETAINER FOR THE ISSUER YES FOR N/A
CHAIRMAN OF THE AUDIT COMMITTEE BE INCREASED FROM ZAR
80,000 TO ZAR 112,000 WITH EFFECT FROM 01 JAN 2005
PROPOSAL #s.1: AUTHORIZED THE COMPANY OR ANY ISSUER YES FOR N/A
SUBSIDIARY OF THE COMPANY BY WAY OF GENERAL APPROVAL,
TO FROM TIME TO TIME ACQUIRE ORDINARY SHARES IN THE
SHARE CAPITAL OF THE COMPANY IN ACCORDANCE WITH THE
COMPANIES ACT, 61 OF 1973 AND THE JSE LISTINGS
REQUIREMENTS PROVIDED THAT: (I) THE NUMBER OF ORDINARY
SHARES ACQUIRED IN ANY ONE FY SHALL NOT EXCEED 20% OF
THE ORDINARY SHARES IN ISSUE AT THE DATE ON WHICH
THIS RESOLUTION IS PASSED; (II) THIS AUTHORITY SHALL
LAPSE ON THE EARLIER OF THE DATE OF THE NEXT AGM OF
THE COMPANY OR THE DATE 15 MONTHS AFTER THE DATE ON
WHICH THIS RESOLUTION IS PASSED; (III) THE REPURCHASE
MUST BE EFFECTED THROUGH THE ORDER BOOK OPERATED BY
THE JSE TRADING SYSTEM AND DONE WITHOUT ANY PRIOR
UNDERSTANDING OR ARRANGEMENT BETWEEN THE COMPANY AND
THE COUNTER PARTY; (IV) THE COMPANY ONLY APPOINTS ONE
AGENT TO EFFECT ANY REPURCHASES ON ITS BEHALF; (V) THE
PRICE PAID PER ORDINARY SHARE MAY NOT BE GREATER THAN
10% ABOVE THE WEIGHTED AVERAGE OF THE MARKET VALUE OF
THE ORDINARY SHARES FOR THE 5 BUSINESS DAYS
IMMEDIATELY PRECEDING THE DATE ON WHICH A PURCHASE IS
MADE; (VI) THE NUMBER OF SHARES PURCHASED BY
SUBSIDIARIES OF THE COMPANY SHALL NOT EXCEED 10% IN
THE AGGREGATE OF THE NUMBER OF ISSUED SHARES IN THE
COMPANY AT THE RELEVANT TIMES; (VII) THE REPURCHASE OF
SHARES BY THE COMPANY OR ITS SUBSIDIARIES MAY NOT BE
EFFECTED DURING A PROHIBITED PERIOD, AS DEFINED IN THE
JSE LISTING REQUIREMENTS; (VIII) AFTER A REPURCHASE
THE COMPANY WILL CONTINUE TO COMPLY WITH ALL THE JSE
LISTINGS REQUIREMENTS CONCERNING SHAREHOLDER SPREAD
REQUIREMENTS; (IX) AN ANNOUNCEMENT CONTAINING FULL
DETAILS OF SUCH ACQUISITIONS OF SHARES WILL BE
PUBLISHED AS SOON AS THE COMPANY AND/OR ITS
SUBSIDIARIES HAVE ACQUIRED SHARES CONSTITUTING, ON A
CUMULATIVE BASIS 3% OF THE NUMBER OF SHARES IN ISSUE
AT THE DATE OF THE GENERAL MEETING AT WHICH THIS
SPECIAL RESOLUTION IS CONSIDERED AND IF APPROVED,
PASSED, AND FOR EACH 3% IN AGGREGATE OF THE INITIAL
NUMBER ACQUIRED THEREAFTER
PROPOSAL #s.2: ADOPT THE DOCUMENT EMBODYING THE GOLD ISSUER YES AGAINST N/A
FIELDS LIMITED 2005 NON-EXECUTIVE SHARE PLAN THE NON-
EXEC PLAN , AND AUTHORIZED THE BOARD OF DIRECTORS, THE
RIGHTS TO ACQUIRE SHARES GIVEN TO THE NON-EXECUTIVE
DIRECTORS OF THE COMPANY IN ACCORDANCE WITH THE
PROVISIONS OF THE NON-EXEC PLAN, IN TERMS OF SECTION
223 OF THE COMPANIES ACT, 61 OF 1973, AS AMENDED
------------------------------------------------------------------------------------
ISSUER: GOLD KIST INC.
TICKER: GKIS CUSIP: 380614107
MEETING DATE: 1/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN BEKKERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY A. GOLDBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAN SMALLEY ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY KPMG LLP AS THE INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
THE FISCAL YEAR ENDING SEPTEMBER 30, 2006.
------------------------------------------------------------------------------------
ISSUER: GOLDCORP INC NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.a: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES ABSTAIN N/A
THE NUMBER OF DIRECTORS OF THE COMPANY WITHIN THE
MINIMUM NUMBER SET FORTH IN THE ARTICLES AND THE
NUMBER OF DIRECTORS OF THE COMPANY TO BE ELECTED AT
THE AGM SHAREHOLDERS OF THE COMPANY, AS SPECIFIED
PROPOSAL #B.1: ELECT MR. DAVID R. BEATTY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.2: ELECT MR. JOHN P. BELL AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.3: ELECT MR. LAWRENCE I. BELL AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.4: ELECT MR. BEV BRISCOE AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.5: ELECT MR. DOUGLAS M. HOLTBY AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #B.6: ELECT MR. ANTONIO MADERO AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.7: ELECT MR. DONALD R.M. QUICK AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #B.8: ELECT MR. MICHAEL L. STEIN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #B.9: ELECT MR. IAN W. TELFER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #c.: APPOINT DELOITTE & TOUCHE LLP, CHARTERED ISSUER YES ABSTAIN N/A
ACCOUNTANTS, AS THE AUDITORS AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #d.: APPROVE THE RESOLUTION CONFIRMING A NEW ISSUER YES ABSTAIN N/A
GENERAL BY-LAW NUMBER 2 FOR THE COMPANY, AS SPECIFIED
PROPOSAL #E.: APPROVE THE ISSUANCE OF UP TO 8,681,890 ISSUER NO N/A N/A
ADDITIONAL COMMON SHARE PURCHASE WARRANTS OF THE
COMPANY UPON THE EARLY EXERCISE OF FIVE SERIES OF
OUTSTANDING LISTED COMMON SHARE PURCHASE WARRANTS OF
THE COMPANY, AS SPECIFIED
PROPOSAL #F.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
------------------------------------------------------------------------------------
ISSUER: GREAT EASTERN HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AMEND THE ARTICLES 2, 4, 5(A), 6(A), ISSUER YES FOR N/A
8(A), 8(B), 9, 10, 14, 16, 18, 20, 21, 24, 26, 38(B),
46, 47, 48, 51,56, 61, 65, 86, 87, 88, 89, 93, 110,
120, 123, 132, 133, 135 AND 141 AND THE HEADNOTES
PRESIDENT AND CAPITALIZATION OF PROFITS AND RESERVES
APPEARING IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY THE ARTICLES ; APPROVE TO INCLUDE NEW
ARTICLES 5A, 5B AND 6A AND 139A AND NEW HEADNOTES
TREASURY SHARES , CHIEF EXECUTIVE OFFICER AND BONUS
ISSUES AND CAPITALIZATION OF PROFITS AND RESERVES IN
THE ARTICLES; AND TO DELETE THE ARTICLES 3 AND 7AND
THE HEADNOTE SHARE CAPITAL APPEARING BEFORE ARTICLE
7 SHALL BE DELETED IN THEIR ENTIRETY
PROPOSAL #2.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
SUBJECT TO AND CONTINGENT UPON PASSING OF RESOLUTION 1
ABOVE: A) TO I) ALLOT AND ISSUE PREFERENCE SHARES
REFERRED TO IN NEW ARTICLES 5A AND 5B AND/OR II) MAKE
OR GRANT OFFERS, AGREEMENTS OR OPTIONS THAT MIGHT OR
WOULD REQUIRE PREFERENCE SHARES REFERRED TO ABOVE TO
BE ISSUED, 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, NOT WITHSTANDING THAT THE AUTHORITY
CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN
FORCE, TO ISSUE PREFERENCE SHARES REFERRED TO ABOVE IN
PURSUANCE OF ANY OFFERS, AGREEMENTS OR OPTIONS MADE
OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WAS
IN FORCE AND B) TO DO ALL SUCH THINGS AND EXECUTE ALL
SUCH DOCUMENTS AS THEY OR HE MAY CONSIDER NECESSARY OR
APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION AS THEY
OR HE MAY DEEM FIT; 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: GREAT EASTERN HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/18/2006 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
2005
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 2005
PROPOSAL #3.a.1: RE-APPOINT, PURSUANT TO SECTION ISSUER YES FOR N/A
153(6) 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 ISSUER YES FOR N/A
153(6) 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 ISSUER YES FOR N/A
153(6) 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. HO TIAN YEE AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE91 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.b.2: RE-ELECT TAN SRI DATO DR. LIN SEE- ISSUER YES FOR N/A
YAN AS A DIRECTOR, WHO RETIRES BY ROTATIONUNDER
ARTICLE 91 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.b.3: RE-ELECT PROFESSOR NEO BOON SIONG AS ISSUER YES FOR N/A
A DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE 91
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.c: RE-ELECT MR. LEE CHIEN SHIH AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES UNDER ARTICLE 97 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: APPROVE THE DIRECTORS FEE OF SGD ISSUER YES FOR N/A
914,900 FOR THE FYE 31 DEC 2005
PROPOSAL #5.: RE-APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE 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 ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY ORDINARY SHARES
WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR
MAKE OR GRANT OFFER, AGREEMENTS OR OPTIONS
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 ISSUER YES FOR N/A
TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE
PROVISIONS OF GREAT EASTERN HOLDINGS EXECUTIVES SHARE
OPTION SCHEME 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 BUSINESS ISSUER YES AGAINST N/A
------------------------------------------------------------------------------------
ISSUER: GROUPE DANONE, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2006 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 AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE 31 DEC 2005
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 EARNINGS FOR THE FY ISSUER NO N/A N/A
2005 AMOUNT TO EUR 809,932,308.20 RETAINED EARNINGS
FOR THE FY AMOUNT TO EUR 1,360,276,241.26 AN AVAILABLE
AMOUNT FOR DISTRIBUTION OF EUR 2,170,208,549.46 TO BE
APPROPRIATED AS FOLLOWS: DIVIDEND: EUR 449,199,823.00
RETAINED EARNINGS: EUR 1,721,008,726.46 THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.70
PER SHARE, AND WILL ENTITLE TO THE 40% ALLOWANCE
PROVIDED BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE
PAID ON 10 MAY 2006 THE AMOUNT OF THE DIVIDEND ON
SELF-HELD SHARES WILL BE ALLOCATED TO THE RETAINED
EARNINGS ACCOUNT AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST THREE FY THE DIVIDENDS PAID PER
SHARE, WERE AS FOLLOWS: EUR 1.15 FOR FY 2002 WITH A
TAX CREDIT OF EUR 0.575 EUR 1.225 FOR FY 2003 WITH A
TAX CREDIT OF EUR 0.6125 EUR 1.35 FOR FY 2004
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L-225-38
ET SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
RICHARD GOBLET D ALVIELLA AS A DIRECTOR, FOR A 3 YEAR
PERIOD
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
CHRISTIAN LAUBIE AS A DIRECTOR, FOR A 3 YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
JEAN LAURENT AS A DIRECTOR, FOR A 3 YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER NO N/A N/A
HAKAN MOGREN AS A DIRECTOR, FOR A 3 YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEWS THE APPOINTMENT OF ISSUER NO N/A N/A
MR. BENOIT POTIER AS A DIRECTOR, FOR A 3 YEAR PERIOD
PROPOSAL #O.10: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE GENERAL MEETING
OF 22 APR 2005, TO SELL, KEEP OR TRANSFER THE COMPANY
SHARES ON THE STOCK MARKET, PURSUANT TO A SHARE
REPURCHASE PROGRAM, IN ACCORDANCE WITH THE FRENCH
COMMERCIAL CODE AND SUBJECT TO THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 120.00;
MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 18,000,000
SHARES; AND TOTAL FUNDS INVESTED IN THE SHARE BUYBACK:
EUR 2,16,000,000.00; 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.11: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE GENERAL MEETING
OF 22 APR 2005, TO PROCEED, IN FRANCE OR ABROAD, WITH
ISSUING ORDINARY BONDS OR SIMILAR FIXED-TERM OR
UNFIXED-TERM SUBORDINATED SECURITIES, OF MAXIMUM
NOMINAL AMOUNT OF EUR 4,000,000,000.00; AUTHORITY
EXPIRES AT THE END OF 5 YEARS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER NO N/A N/A
SUBSTITUTION FOR THE AUTHORITY OF THE GENERAL MEETING
OF 22 APR 2005, TO INCREASE THE SHARE CAPITAL, ON ONE
OR MORE OCCASIONS, BY ISSUING ORDINARY SHARES OR
SECURITIES, NOT EXCEEDING A NOMINAL AMOUNT OF EUR
3,000,000.00, GIVING ACCESS TO THE COMPANY ORDINARY
SHARES IN FAVOUR OF EMPLOYEES OF THE COMPANY, WHO ARE
MEMBERS OF A COMPANY'S SAVINGS PLAN AND COMPANIES IN
WHICH GROUPE DANONE, HOLDS AT LEAST 10% OF THE CAPITAL
OR THE VOTING RIGHTS; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.13: GRANT ALL POWERS TO THE BEARER OF AN ISSUER NO N/A N/A
ORIGINAL, A COPY OR AN EXTRACT OF THE MINUTES OF THE
MEETING TO ACCOMPLISH ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
------------------------------------------------------------------------------------
ISSUER: H&R BLOCK, INC.
TICKER: HRB CUSIP: 093671105
MEETING DATE: 9/7/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS M. BLOCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK A. ERNST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID BAKER LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TOM D. SEIP ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: THE APPROVAL OF THE H&R BLOCK EXECUTIVE ISSUER YES FOR FOR
PERFORMANCE PLAN, AS AMENDED.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE
YEAR ENDING APRIL 30, 2006.
------------------------------------------------------------------------------------
ISSUER: HACI OMER SABANCI HLDG S A
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND ELECT THE CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #2.: GRANT AUTHORITY TO THE CHAIRMANSHIP IN ISSUER NO N/A N/A
ORDER TO SIGN THE MINUTES OF THE ASSEMBLY
PROPOSAL #3.: APPROVE THE BOARD OF DIRECTORS ACTIVITY ISSUER NO N/A N/A
REPORT AND THE AUDITORS REPORT WITH RESPECT TO THE
OPERATIONS AND ACCOUNTS OF YEAR 2005
PROPOSAL #4.: APPROVE THE DONATIONS GIVEN ACROSS THE ISSUER NO N/A N/A
YEAR 2005
PROPOSAL #5.: RATIFY THE BALANCE SHEET AND PROFIT AND ISSUER NO N/A N/A
LOSS STATEMENT OF YEAR 2005; APPROVE THE DISTRIBUTION
OF PROFIT
PROPOSAL #6.: GRANT DISCHARGE TO THE BOARD MEMBERS AND ISSUER NO N/A N/A
THE AUDITORS SEPARATELY WITH RESPECT TO THE COMPANY'S
ACTIVITIES IN YEAR 2005
PROPOSAL #7.: RATIFY THE MID-TERM APPOINTMENT FOR THE ISSUER NO N/A N/A
VACATED BOARD MEMBERSHIP
PROPOSAL #8.: ELECT THE AUDITORS WHOSE TERM IN OFFICE ISSUER NO N/A N/A
HAVE EXPIRED; APPROVE TO DETERMINE HIS/HER TERM IN
OFFICE AND REMUNERATION
PROPOSAL #9.: RATIFY THE INDEPENDENT AUDITING COMPANY ISSUER NO N/A N/A
DETERMINED BY THE BOARD OF DIRECTORS
PROPOSAL #10.: APPROVE SUPPLYING THE PURCHASE COSTS OF ISSUER NO N/A N/A
REDEEMED SHARES 189 UNIT WHICH BELONG TO HACI OMER
SABANCI A.S. FROM THE EXTRAORDINARY RESERVES
PROPOSAL #11.: GRANT AUTHORITY TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS TO PARTICIPATE IN ACTIVITIES
INDICATED IN THE ARTICLES 334 AND 335 OF THE TURKISH
TRADE CODE
------------------------------------------------------------------------------------
ISSUER: HACI OMER SABANCI HLDG S A
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND ELECT THE CHAIRMANSHIP ISSUER NO N/A N/A
PROPOSAL #2.: GRANT AUTHORITY TO THE CHAIRMAN IN ORDER ISSUER NO N/A N/A
TO SIGN THE MINUTES OF THE ASSEMBLY
PROPOSAL #3.: AMEND ARTICLE 10 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #4.: APPROVE THE ANNULMENT OF TEMPORARY ISSUER NO N/A N/A
ARTICLE 1 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #5.: APPROVE THE ANNULMENT OF ARTICLE 13 OF ISSUER NO N/A N/A
THE ARTICLES OF ASSOCIATION
PROPOSAL #6.: AMEND ARTICLE 35 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
------------------------------------------------------------------------------------
ISSUER: HANSON PLC NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2006 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 2005
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT AS SET ISSUER YES FOR N/A
OUT IN THE ANNUAL REPORT AND FORM 20-F FOR THE YE 31
DEC 2005
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 14.15 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE PAYABLE ON 05 MAY 2006 TO THE
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS
ON 07 APR 2006
PROPOSAL #4.a: RE-ELECT MR. A. J. MURRAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.b: RE-ELECT MR. W.F. BLOUNT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.c: RE-ELECT MR. W.S.H. LAIDLAW AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.d: ELECT MR. C.J. BRADY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT ERNST & 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
WITH 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 NOMINAL AMOUNT
OF GBP 24,550,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2007
PROPOSAL #S.6.b: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
ACCORDANCE WITH 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 2007
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 AN AGGREGATE OF 73.6 MILLION ORDINARY SHARES
OF 10P EACH IN THE COMPANY, AT A MINIMUM PRICE OF 10P
EXCLUSIVE OF EXPENSES AND NOT MORE THAN 105% OF THE
AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS AND AN AMOUNT EQUAL TO THE
HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND
THE HIGHEST CURRENT INDEPENDENT BID AS DERIVED FROM
THE LONDON STOCK EXCHANGE TRADING SYSTEM; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM IN 2007 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #8: APPROVE THE HANSON LONG TERM INCENTIVE ISSUER YES FOR N/A
PLAN 2006, THE PRINCIPAL TERMS OF WHICH ARE AS
SPECIFIED
------------------------------------------------------------------------------------
ISSUER: HARLEY-DAVIDSON, INC.
TICKER: HDI CUSIP: 412822108
MEETING DATE: 5/1/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEFFREY L. BLEUSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD A. JAMES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. NORLING ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES L. ZIEMER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF ERNST & ISSUER YES FOR FOR
YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM, AS AUDITORS.
------------------------------------------------------------------------------------
ISSUER: HASEKO CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF PROFITS: NO ISSUER YES FOR N/A
DIVIDENDS
PROPOSAL #2.: APPROVE PURCHASE OF OWN PREFERRED SHARES ISSUER YES FOR N/A
PROPOSAL #3.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE,
DECREASE AUTHORIZED CAPITAL, CONFORM CLASS
SHAREHOLDERS MEETING RECORD DATE AND QUORUM TO ANNUAL
GENERAL SHAREHOLDERS MEETING RECORD DATE AND QUORUM,
LIMIT LIABILITIES OF DIRECTORS AND AUDITORS
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 #5.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
------------------------------------------------------------------------------------
ISSUER: HAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS FOR THE ISSUER YES FOR N/A
YE 30 JUN 2005 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 2.27 PENCE ISSUER YES FOR N/A
PER SHARE
PROPOSAL #3.: APPROVE THE BOARD'S REPORT ON ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #4.: RE-APPOINT MR. C. WILLIAM ECCLESHARE AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #5.: RE-APPOINT MR. PAUL H. STONEHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. JOHN W. MARTIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. BRIAN G. WALLACE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, THE
ISSUE OF EQUITY OR EQUITY-LINKED SECURITIES WITH PRE-
EMPTIVE RIGHTS UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 5,309,790
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 94 (3A) OF THE COMPANIES ACT 1985, AS IF
SECTION 89(1) OF THE ACT DID NOT APPLY, THE ISSUE OF
EQUITY OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE
RIGHTS UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
PROPOSAL #S.12: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES OF 238,940,543 OF ITS OWN ORDINARY SHARES
PROPOSAL #13.: AUTHORIZE THE DIRECTORS TO AMEND THE ISSUER YES FOR N/A
LONG TERM CO-INVESTMENT PLAN
------------------------------------------------------------------------------------
ISSUER: HBOS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT AND ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE REPORT ON REMUNERATION ISSUER YES FOR N/A
POLICY AND PRACTICE
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND OF 24.35 ISSUER YES FOR N/A
PENCE PER SHARE
PROPOSAL #4.: ELECT MR. PETER CUMMINGS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MS. KAREN JONES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE- ELECT MR. ANDY HORNBY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE- ELECT MR. PHIL HODKINSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE- ELECT SIR RONALD GARRICK AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE- ELECT MS. COLINE MCCONVILLE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #10.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE BOARD TO DETERMINE THEIR
REMUNERATION
PROPOSAL #11.: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR N/A
PREFERENCE SHARE CAPITAL TO GBP 4,685,000,000, EUR
3,000,000,000, USD 5,000,000,000, AUS 1,000,000,000
AND CAN 1,000,000,000 BY THE CREATION OF PREFERENCE
SHARES
PROPOSAL #12.: APPROVE THE ISSUE OF ORDINARY SHARES ISSUER YES FOR N/A
WITH PRE-EMPTION RIGHTS UP TO AGGREGATE NOMINAL AMOUNT
OF GBP 319,304,642 ISSUE OF PREFERENCE SHARES WITH
PRE-EMPTION RIGHTS UP TO GBP 3,126,852,845, EUD
3,000,000,000, USD 4,498,500,000 AUS 1,000,000,000 AND
CAN 1,000,000
PROPOSAL #S.13: APPROVE TO AUTHORIZE THE ISSUE OF ISSUER YES FOR N/A
EQUITY OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
PROPOSAL #S.14: APPROVE TO AUTHORIZE GBP 383,103,366 ISSUER YES FOR N/A
OF ORDINARY SHARES FOR MARKET PURCHASE
PROPOSAL #15.: APPROVE THE EU POLITICAL ORGANIZATION ISSUER YES FOR N/A
DONATIONS AND INCUR EU POLITICAL EXPENDITURE UP TO GBP
100,000
PROPOSAL #16.: APPROVE AND ADOPT THE RULES OF THE HBOS ISSUER YES FOR N/A
PLC EXTENDED SHORT TERM INCENTIVE PLAN
PROPOSAL #S.17: AMEND ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
REGARDING RIGHTS OF PREFERENCE SHARES, BOARD
COMPOSITION, DIVIDEND PAYMENTS AND THE DIRECTORS
IDEMNITIES
PROPOSAL #S.18: AMEND THE MEMORANDUM OF ASSOCIATION ISSUER YES FOR N/A
PROPOSAL #S.19: APPROVE FURTHER AMENDMENTS TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION REGARDING PREFERENCE SHARES
------------------------------------------------------------------------------------
ISSUER: HEINEKEN N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.A: ADOPT THE BALANCE SHEET AS AT 31 DEC ISSUER NO N/A N/A
2005, THE INCOME STATEMENT FOR THE YEAR 2005 AND THE
NOTES THEREON
PROPOSAL #1.B: RECEIVE THE EXPLANATION ON THE RESERVE ISSUER NO N/A N/A
AND DIVIDEND POLICY
PROPOSAL #1.C: APPROVE THE APPRORIATION OF THE BALANCE ISSUER NO N/A N/A
OF THE INCOME STATEMENT IN ACCORDANCE WITH THE
ARTICLE 12, PARAGRAPH 7 OF THE COMPANY'S ARTICLE OF
PROPOSAL #1.D: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
EXECUTIVE BOARD
PROPOSAL #1.E: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #2.: AUTHORIZE THE EXECUTIVE BOARD TO ISSUER NO N/A N/A
REPURCHASE OWN SHARES
PROPOSAL #3.: AUTHORIZE THE EXECUTIVE BOARD TO ISSUE ISSUER NO N/A N/A
RIGHTS TO SHARES AND TO RESTRICT OR EXCLUDE THE
SHAREHOLDERS PRE-EMPTION RIGHTS
PROPOSAL #4.A: RE-APPOINT MR. C.J.A. VAN LEDE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #4.B: RE-APPOINT MR. J.M. DE JONG AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #4.C: APPOINT MRS. A.M. FENTENER VAN ISSUER NO N/A N/A
VLISSINGEN AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #4.D: APPOINT LORD MACLAURIN OF KNEBWORTH AS ISSUER NO N/A N/A
A MEMBER OF THE SUPERVISORY BOARD
------------------------------------------------------------------------------------
ISSUER: HELIX ENERGY SOLUTIONS GROUP, INC.
TICKER: HELX CUSIP: 42330P107
MEETING DATE: 5/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: T. WILLIAM PORTER, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM L. TRANSIER ISSUER YES FOR FOR
------------------------------------------------------------------------------------
ISSUER: HENDERSON LAND DEVELOPMENT COMPANY
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/5/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ISSUER YES FOR N/A
STATEMENT OF THE ACCOUNTS AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2005
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.1: RE-ELECT MR. WU KING CHEONG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.2: RE-ELECT MR. LEE KA KIT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.3: RE-ELECT MR. LEE KA SHING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.4: RE-ELECT MR. LEE KING YUE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.5: RE-ELECT MR. PATRICK KWOK PING HO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.6: RE-ELECT MR. SUEN KWOK LAM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.7: RE-ELECT MRS. ANGELINA LEE PUI LING AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #3.8: RE-ELECT MR. LEE TAT MAN AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #3.9: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR N/A
THEIR REMUNERATION
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR N/A
THE 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 STOCK EXCHANGE 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, 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 ON THE STOCK EXCHANGE OR OF ANY
OTHER STOCK EXCHANGE AS AMENDED FROM TIME TO TIME, 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 REQUIRED BY THE
ARTICLES OF ASSOCIATION OF THE COMPANY OR THE
COMPANIES ORDINANCE TO BE HELD
PROPOSAL #5.B: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES OF THE
COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS INCLUDING WARRANTS, BONDS, DEBENTURES, NOTES
AND OTHER SECURITIES CONVERTIBLE INTO SHARES IN THE
COMPANY DURING AND AFTER THE RELEVANT PERIOD, NOT
EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE 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 OF THE COMPANY
FROM TIME TO TIME; 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 THE ARTICLES OF ASSOCIATION
OF THE COMPANY OR THE COMPANIES ORDINANCE TO BE HELD
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 OF THE COMPANY REPURCHASED BY THE COMPANY
PURSUANT TO RESOLUTION 5.A, PROVIDED THAT SUCH AMOUNT
DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY AT THE DATE OF
PASSING THIS RESOLUTION
------------------------------------------------------------------------------------
ISSUER: HEWLETT-PACKARD COMPANY
TICKER: HPQ CUSIP: 428236103
MEETING DATE: 3/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: P.C. DUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.T. BABBIO, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.M. BALDAUF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.A. HACKBORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.H. HAMMERGREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.V. HURD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.A. KEYWORTH II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T.J. PERKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.L. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.S. SALHANY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.P. WAYMAN ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING OCTOBER 31, 2006.
PROPOSAL #03: PROPOSAL TO APPROVE THE HEWLETT-PACKARD ISSUER YES FOR FOR
COMPANY 2005 PAY-FOR-RESULTS PLAN.
PROPOSAL #04: STOCKHOLDER PROPOSAL ENTITLED DIRECTOR SHAREHOLDER YES AGAINST FOR
ELECTION MAJORITY VOTE STANDARD PROPOSAL .
PROPOSAL #05: STOCKHOLDER PROPOSAL ENTITLED RECOUP SHAREHOLDER YES AGAINST FOR
UNEARNED MANAGEMENT BONUSES .
------------------------------------------------------------------------------------
ISSUER: HILTON GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DISPOSAL OF THE ENTIRE ISSUER YES FOR N/A
ISSUED SHARE CAPITAL OF LADBROKES GROUP INTERNATIONAL
LUXEMBOURG S.A. AND LADBROKES HOTELS USA CORPORATION
AND THE TRANSFER OF THE ASSOCIATED CONTRACTS AS
SPECIFIED THE CIRCULAR ON THE TERMS AND SUBJECT TO
THE CONDITIONS OF A DISPOSAL AGREEMENT DATED 29 DEC
2005 BETWEEN, INTERALIA, I) THE COMPANY; AND II) HHC
THE DISPOSAL AGREEMENT AS SPECIFIED; AUTHORIZE THE
INDEPENDENT DIRECTORS FOR THE PURPOSES OF CHAPTER 10
OF THE LISTING RULES OF THE UK LISTING AUTHORITY AND
GENERALLY, AS SPECIFIED TO CONCLUDE AND IMPLEMENT
THE DISPOSAL AGREEMENT IN ACCORDANCE WITH ITS TERMS
AND CONDITIONS AND TO MAKE SUCH NON MATERIAL
MODIFICATIONS, VARIATIONS, WAIVERS AND EXTENSIONS OF
ANY OF THE TERMS OF THE DISPOSAL AGREEMENT AND ANY
OTHER DOCUMENTS CONNECTED WITH SUCH TRANSACTION AND
ARRANGEMENTS
PROPOSAL #S.2: APPROVE, SUBJECT TO PASSING OF ISSUER YES FOR N/A
RESOLUTION 1 AND COMPLETION OF THE DISPOSAL AGREEMENT,
THE NAME OF THE COMPANY BE CHANGED TO LADBROKES PLC
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ISSUER: HITACHI,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION: ISSUER YES FOR N/A
APPROVE REVISIONS RELATED TO THE NEW COMMERCIAL CODE
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
