UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-07239
NAME OF REGISTRANT: VANGUARD HORIZON FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: SEPTEMBER 30
DATE OF REPORTING PERIOD: JULY 1, 2006 - JUNE 30, 2007
FUND: VANGUARD GLOBAL EQUITY FUND
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ISSUER: 99 CENTS ONLY STORES
TICKER: NDN CUSIP: 65440K106
MEETING DATE: 5/11/2007 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: HOWARD GOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERIC G. FLAMHOLTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JENNIFER HOLDEN DUNBAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER WOO 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: 12/19/2006 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 AS THE CHAIRMAN OF ISSUER YES ABSTAIN N/A
THE MEETING
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
OF THE MEETING AND CHECK VOTES
PROPOSAL #6.: APPROVE WHETHER THE MEETING HAS BEEN ISSUER YES ABSTAIN N/A
DULY CONVENED
PROPOSAL #7.: APPROVE THE REPORT ON THE WORK OF THE ISSUER YES ABSTAIN N/A
BOARD OF DIRECTORS AND THE BOARD COMMITTEES
PROPOSAL #8.: APPROVE THE ANNUAL REPORT AND THE AUDIT ISSUER YES ABSTAIN N/A
REPORT AS WELL AS THE CONSOLIDATED ACCOUNTS AND THE
GROUP AUDIT REPORT FOR THE FY 2005/2006
PROPOSAL #9.: ADOPT THE PROFIT AND LOSS ACCOUNT AND ISSUER YES ABSTAIN N/A
THE BALANCE SHEET AS WELL AS THE CONSOLIDATED PROFIT
AND LOSS ACCOUNT AND CONSOLIDATED BALANCE SHEET
PROPOSAL #10.: APPROVE THE DIVIDEND TO THE ISSUER YES ABSTAIN N/A
SHAREHOLDERS OF SEK 5.0 FOR EACH SHARE; THE RECORD DAY
FOR RECEIVING THE DIVIDEND IS TO BE FRIDAY 22 DEC
2006; IF THE AGM RESOLVES IN ACCORDANCE WITH THE
DIVIDEND IS EXPECTED TO BE PAID OUT BY VPC ON FRIDAY
29 DEC 2006
PROPOSAL #11.: GRANT DISCHARGE FROM LIABILITY FOR THE ISSUER YES ABSTAIN N/A
BOARD MEMBERS AND THE MANAGING DIRECTOR
PROPOSAL #12.: APPROVE THAT THE NUMBER OF BOARD ISSUER YES ABSTAIN N/A
MEMBERS SHALL BE 7 AND THAT NO DEPUTY MEMBERS SHALL BE
APPOINTED
PROPOSAL #13.: APPROVE TO INCREASE THE FEES TO THE ISSUER YES ABSTAIN N/A
CHAIRMAN OF THE BOARD BY SEK 100,000 TO SEK 500,000
AND THAT THE FEE TO EACH BOARD MEMBER SHALL REMAIN
UNCHANGED AT SEK 200,000; THE TOTAL FEE FOR THE WORK
WITHIN THE COMPENSATION COMMITTEE AND THE AUDIT
COMMITTEE SHALL REMAIN UNCHANGED AT SEK 300,000, TO BE
DISTRIBUTED IN ACCORDANCE WITH THE FOLLOWING: THE
CHAIRMAN OF THE AUDIT COMMITTEE RECEIVES SEK 100,000
AND THE OTHER MEMBERS OF THE COMMITTEE RECEIVE SEK
50,000 EACH, PROVIDED THAT THE COMMITTEES HAVE THE
SAME NUMBER OF MEMBERS COMPARED TO LAST YEAR; THE
INCREASE OF THE FEE TO THE CHAIRMAN IS MOTIVATED BY
THE CONSIDERABLE EFFORTS THAT WILL BE EXPECTED DUE TO
THE DEMANDS OF THE COMPANY'S BUSINESS, AND IS
CONSIDERED TO BE MARKET ALIGNED
PROPOSAL #14.: RE-ELECT MESSRS. CHRISTER GARDELL, ISSUER YES ABSTAIN N/A
CONNY KARLSSON, BENGT LARSSON, LARS OTTERBECK AND NORA
FORISDAL LARSSEN AND ELECT MR. EMMA WIKLUND AND MS.
MONIKA ELLING AS A NEW BOARD MEMBERS; ELECT MR. CONNY
KARLSSON AS A CHAIRMAN AND MR. CHRISTER GARDELL AS A
DEPUTY CHAIRMAN
PROPOSAL #15.: APPROVE: A REMUNERATION TO THE SENIOR ISSUER YES ABSTAIN N/A
EXECUTIVES WHICH IS IN LINE WITH MARKETCONDITIONS AND
IS COMPETITIVE AND ALIGNS THE INTERESTS OF THE
EXECUTIVES WITH THE INTERESTS OF THE SHAREHOLDERS; THE
SALARY FOR THE MANAGING DIRECTOR CONSISTS OF A FIXED
BASE SALARY; THE PENSION AGE FOR THE MANAGING DIRECTOR
IS 60 YEARS; THE MANAGING DIRECTOR IS COVERED BY THE
GENERAL PENSION PLAN; IN ADDITION, PENSION PREMIUMS
CORRESPONDING TO 30% OF THE PENSION QUALIFYING SALARY
ARE PAID UP; THE PENSION QUALIFYING SALARY COMPRISES
BASE SALARY, VACATION PAY AND CAR COMPENSATION; IN THE
EVENT OF TERMINATION BY THE EMPLOYER, THE SALARY IS
PAID OUT UNCHANGED DURING A PERIOD OF 12 MONTHS
TOGETHER WITH A SEVERANCE PAYMENT EQUAL TO 12 MONTHS
SALARY; THE SALARY FOR THE REMAINING SENIOR EXECUTIVES
CONSISTS OF A FIXED PART, THE BASE SALARY, AND A
VARIABLE PART, THE BONUS; THE BONUS IS DEPENDANT UPON
ACHIEVEMENT OF INDIVIDUAL AS WELL AS COMPANY GOALS;
FOR SENIOR EXECUTIVES, THE BONUS MAY AMOUNT TO A
MAXIMUM OF FOUR MONTHS SALARY; THE PENSION BENEFITS
ARE PREMIUM BASED AND BASED ON THE NATIONAL PENSION
PLAN; IN THE EVENT OF TERMINATION BY THE EMPLOYER, THE
SALARY IS PAID OUT UNCHANGED DURING A PERIOD OF 12-18
MONTHS; DURING THE EGM HELD ON 26 JUN 2006, THE BOARD
OF DIRECTOR'S TO IMPLEMENT AN OPTION PROGRAM FOR
SENIOR EXECUTIVES OF LINDEX; THE PROGRAM COMPRISES 3
OPTION SERIES WITH AN ANNUAL ALLOCATION AS FROM 2007
AND WITH A TERM OF APPROXIMATELY 3 YEARS; THE PROGRAM
ENTAILS THAT SENIOR EXECUTIVES WILL BE OFFERED THE
OPPORTUNITY TO ACQUIRE WARRANTS ON MARKET TERMS AS
SPECIFIED; THE NUMBER OF WARRANTS TO BE OFFERED WILL
BE MAXIMIZED SO THAT THE TOTAL PREMIUM WILL CORRESPOND
TO THE BONUS AFTER TAX FOR THE PREVIOUS FY; HOWEVER,
THERE WILL BE A CEILING DETERMINED BY THE NUMBER OF
AVAILABLE WARRANTS
PROPOSAL #16.: AMEND, AS A RESULT OF THE NEW COMPANIES ISSUER YES ABSTAIN N/A
ACT WHICH CAME INTO FORCE ON 01 JAN 2006, THE
ARTICLES OF ASSOCIATION MAINLY IN ACCORDANCE WITH THE
FOLLOWING: A PROVISION IS INSERTED TO THE EFFECT THAT
THE TOTAL NUMBER OF SHARES SHALL BE NOT LESS THAN
25,000,000 AND NOT MORE THAN 100,000,000; THE
PROVISION REGARDING THE NOMINAL AMOUNT IS DELETED; A
PROVISION IS INSERTED TO THE EFFECT THAT SHAREHOLDERS
WILL HAVE THE SAME PREFERENTIAL RIGHT IN SET-OFF
ISSUES AS IN THE CASE OF CASH ISSUES AND THAT THE
PREFERENTIAL RIGHT SHARE APPLY ALSO WHERE THE COMPANY
DECIDES TO ISSUE WARRANTS OR CONVERTIBLES; THE
PROVISIONS REGARDING THE BOARD MEMBERS AND THE AUDITOR
IS CHANGED TO THE EFFECT THAT THE TERM OF APPOINTMENT
FOR THE BOARD MEMBERS AND THE AUDITOR, RESPECTIVELY,
IS REMOVED SINCE THIS IS GOVERNED BY THE COMPANIES
ACT; THE PROVISION REGARDING THE RIGHT FOR
SHAREHOLDERS TO ATTEND THE SHAREHOLDERS MEETING IS
CHANGED IN ORDER TO PROVIDE FOR THAT THE SHAREHOLDERS
REGISTER MAY BE PROVIDED OTHERWISE THAN THROUGH A
PRINT OUT AND FURTHER THAT THE RECORD DAY FOR THE
RIGHT TO ATTEND THE SHAREHOLDERS MEETING IS 5
WEEKDAYS PRIOR TO THE MEETING; THE PROVISION REGARDING
THAT EACH SHAREHOLDER IS ENTITLED TO VOTE FOR THE
FULL NUMBER OF SHARES OWNED BY THE SHAREHOLDER IS
REMOVED SINCE THIS FOLLOWS FROM THE COMPANIES ACT;
THE PROVISION REGARDING THE RECORD DAY PROVISION IS
ADJUSTED TO REFLECT THE NEW LEGAL DEFINITION
PROPOSAL #17.: APPOINT THE NOMINATION COMMITTEE AND ISSUER YES ABSTAIN N/A
DETERMINE ITS ASSIGNMENT WAS TAKEN DURING THE AGM HELD
ON 19 DEC 2005
PROPOSAL #18.: CLOSING OF THE MEETING ISSUER YES ABSTAIN N/A
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ISSUER: ABITIBI-CONSOLIDATED INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. JOHN Q. ANDERSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. HANS P. BLACK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. JACQUES BOUGIE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. MARLENE DAVIDGE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. WILLIAM E. DAVIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. DAVID A. GALLOWAY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. LISE LACHAPELLE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. GARY J. LUKASSEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. JOHN A. TORY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. JOHN W. WEAVER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT THE AUDITORS AS SPECIFIED ISSUER YES FOR N/A
PROPOSAL #3.: AMEND THE STOCK OPTION PLAN ISSUER YES FOR N/A
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ISSUER: ABS-CBN BROADCASTING CORP ABS-CBN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2007 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 SERVICE OF NOTICE ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE THE CERTIFICATION OF PRESENCE OF ISSUER YES ABSTAIN N/A
QUORUM
PROPOSAL #4.: APPROVE THE MINUTES OF 29 MAY 2003 ISSUER YES ABSTAIN N/A
ANNUAL STOCKHOLDERS MEETING
PROPOSAL #5.: APPROVE THE REPORT OF THE MANAGEMENT ISSUER YES ABSTAIN N/A
PROPOSAL #6.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES ABSTAIN N/A
PROPOSAL #7.: ELECT THE DIRECTORS FOR ENSUING YEAR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES ABSTAIN N/A
AMEND THE BY-LAW OF THE COMPANY TO INCORPORATE
PRINCIPLES OF GOOD GOVERNANCE AS EMBODIED IN THE
MANUAL OF CORPORATE ADOPTED BY THE COMPANY, AND TO
INCLUDE THE PROCEDURE THE NOMINATION AND ELECTION OF
THE INDEPENDENT DIRECTORS CONFORMABLY WITH SEC
CIRCULAR NO. 16, SERIES OF 2002 ?GUIDELINES ON
NOMINATION AND ELECTION OF INDEPENDENT DIRECTORS?
PROPOSAL #9.: RATIFY ALL THE ACTS OF THE BOARD OF ISSUER YES ABSTAIN N/A
DIRECTORS, EXECUTIVE COMMITTEE AND MANAGEMENT FOR THE
PERIOD COVERING 01 JAN 2003 THROUGH 31 DEC 2003
ADOPTED IN THE ORDINARY COURSE OF BUSINESS, INCLUDING
BUT NOT LIMITED TO: APPROVAL THE INVESTMENTS; TREASURY
MATTERS RELATED TO OPENING OF ACCOUNTS AND BANK
TRANSACTIONS; AND APPOINTMENT OF SIGNATORIES AND
AMENDMENTS THEREOF
PROPOSAL #10.: APPOINT THE EXTERNAL AUDITORS ISSUER YES ABSTAIN N/A
PROPOSAL #11.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #12.: ADJOURNMENT ISSUER YES ABSTAIN N/A
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ISSUER: ABS-CBN BROADCASTING CORP ABS-CBN
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/14/2007 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 SERVICE OF NOTICE ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE THE CERTIFICATION OF QUORUM ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE MINUTES OF 09 JUN 2006 ISSUER YES ABSTAIN N/A
ANNUAL STOCKHOLDERS MEETING
PROPOSAL #5.: APPROVE THE REPORT OF THE PRESIDENT ISSUER YES ABSTAIN N/A
PROPOSAL #6.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES ABSTAIN N/A
PROPOSAL #7.: ELECT THE DIRECTORS FOR ENSUING YEAR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: APPOINT THE EXTERNAL AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #10.: ADJOURNMENT ISSUER YES ABSTAIN N/A
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ISSUER: ACCIONA SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/5/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE INDIVIDUAL AND CONSOLIDATED ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR FY 2006
PROPOSAL #2.: RECEIVE STATUTORY REPORTS AND GRANT ISSUER YES FOR N/A
DISCHARGE TO THE DIRECTORS
PROPOSAL #3.: APPROVE THE ALLOCATION OF INCOME FOR FY ISSUER YES FOR N/A
2006
PROPOSAL #4.: RE-APPOINT THE AUDITORS OF ACCIONA ISSUER YES FOR N/A
SOCIEDAD ANOMIMA AND ITS CONSOLIDATED GROUP
PROPOSAL #5.: APPROVE THE REAPPOINTMENT AND ISSUER YES AGAINST N/A
APPOINTMENT OF DIRECTORS, SET THE NUMBER OF DIRECTORS
PROPOSAL #6.1: AMEND SEVERAL ARTICLES OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION OF ACCIONA SOCIEDAD ANONIMA, IN ORDER
TO BRING THEM INTO LINE WITH THE RECOMMENDATIONS
INTRODUCED IN THE UNIFIED CODE OF CONDUCT AND TO
RESTATE, WITHOUT REPLACING IT, THE CORPORATE PURPOSE,
ARTICLE 26, ABOUT THE PROCEDURE APPLIED TO ADOPT
RESOLUTIONS IN THE GENERAL MEETING
PROPOSAL #6.2: AMEND ARTICLE 34 OF THE COMPANY BYLAWS ISSUER YES FOR N/A
REGARDING CONVENING OF THE BOARD OF DIRECTORS
PROPOSAL #6.3: AMEND ARTICLE 40 OF THE COMPANY BYLAWS ISSUER YES FOR N/A
REGARDING AUDIT COMMITTEE
PROPOSAL #6.4: AMEND ARTICLE 2 OF THE COMPANY BYLAWS ISSUER YES FOR N/A
REGARDING COMPANY OBJECTIVE
PROPOSAL #7.1: AMEND PREAMBLE AND SEVERAL ARTICLES OF ISSUER YES FOR N/A
THE GENERAL MEETING REGULATIONS IN ORDER TO BRING THEM
INTO LINE WITH THE RECOMMENDATIONS INTRODUCED IN THE
UNIFIED CODE OF CONDUCT
PROPOSAL #7.2: AMEND ARTICLE 5 OF THE GENERAL MEETING ISSUER YES FOR N/A
GUIDELINES REGARDING COMPETENCIES OF THE GENERAL
MEETING
PROPOSAL #7.3: AMEND ARTICLE 9 OF THE GENERAL MEETING ISSUER YES FOR N/A
GUIDELINES REGARDING INFORMATION AVAILABLE TO
SHAREHOLDERS
PROPOSAL #7.4: AMEND ARTICLE 14 OF THE GENERAL MEETING ISSUER YES FOR N/A
GUIDELINES REGARDING INDIRECT SHAREHOLDERS
PROPOSAL #7.5: AMEND ARTICLE 27 OF THE GENERAL MEETING ISSUER YES FOR N/A
GUIDELINES REGARDING ADOPTING AGREEMENTS IN THE
GENERAL MEETING
PROPOSAL #8.: APPROVE INFORMATION OF AMENDMENTS TO THE ISSUER YES FOR N/A
REGULATIONS OF THE BOARD OF DIRECTORS TO CONFIRM WITH
UNIFIED CODE OF CORPORATE GOVERNANCE
PROPOSAL #9.: APPROVE THE REMUNERATION PROGRAM 2007 ISSUER YES FOR N/A
FOR THE MANAGEMENT, INCLUDING THE DIRECTORS WITH
EXECUTIVE DUTIES, CONSISTING OF THE PAYMENT OF A
PORTION OF THEIR VARIABLE REMUNERATION IN COMPANY
SHARES
PROPOSAL #10.: APPROVE THE DERIVATIVE ACQUISITION OF ISSUER YES FOR N/A
OWN SHARES BY ACCIONA SOCIEDAD ANONIMA OR ITS
SUBSIDIARIES, RENDERING VOID THE AUTHORITY GRANTED
THERETO BY THE GENERAL MEETING HELD IN 2006 AND TO
ALLOCATE FULLY OR PARTIALLY THE BOUGHT BACK SHARES TO
THE REMUNERATION PROGRAM CONSISTING OF GRANTING
COMPANY SHARES TO THE MANAGEMENT
PROPOSAL #11.: AUTHORIZE THE BOARD TO RATIFY AND ISSUER YES FOR N/A
EXECUTE APPROVED RESOLUTIONS
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ISSUER: ACE AVIATION HOLDINGS INC, MONTREAL QC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE BOARD OF DIRECTORS OF ACE ISSUER YES FOR N/A
AVIATION, UNDER SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT, TO PROCEED WITH SPECIAL
DISTRIBUTIONS OF SECURITIES OF SUBSIDIARIES OR
INVESTEE ENTITIES OF ACE AVIATION OR CASH BY WAY OF
REDUCTION OF THE STATED CAPITAL OF THE CLASS A
VARIABLE VOTING SHARES, CLASS B VOTING SHARES AND
PREFERRED SHARES OF ACE AVIATION, INCLUDING AN INITIAL
SPECIAL DISTRIBUTION OF UNITS OF AEROPLAN INCOME FUND
ARRANGEMENT
PROPOSAL #2.: APPROVE THE UNDERSIGNED CERTIFIES THAT ISSUER YES ABSTAIN N/A
IT HAS MADE REASONABLE INQUIRIES AS TOTHE CANADIAN
STATUS OF THE REGISTERED HOLDER AND THE BENEFICIAL
OWNER OF THE SHARES REPRESENTED BY THIS VOTING
INSTRUCTION FORM AND HAS READ THE DEFINITIONS FOUND
BELOW AS TO MAKE AN ACCURATE DECLARATION OF CANADIAN
STATUS; THE UNDERSIGNED HEREBY CERTIFIES THAT THE
SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM
ARE, OWNED AND CONTROLLED BY A CANADIAN.
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ISSUER: ACE AVIATION HOLDINGS INC, MONTREAL QC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE DIRECTORS AS SPECIFIED ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #3.: AMEND THE STOCK OPTION PLAN OF ACE ISSUER YES AGAINST N/A
AVIATION ?THE OPTION PLAN? AS SPECIFIED
PROPOSAL #4.: APPROVE THE DECLARANT CERTIFIES THAT IT ISSUER YES ABSTAIN N/A
HAS MADE REASONABLE INQUIRIES AS TO THE CANADIAN
STATUS OF THE REGISTERED HOLDER AND THE BENEFICIAL
OWNER OF THE SHARES REPRESENTED BY THIS ELECTRONIC
BALLOT AND HAS READ THE DEFINITIONS FOUND HERE SO AS
TO MAKE AN ACCURATE DECLARATION OF CANADIAN STATUS,
THE DECLARANT HEREBY CERTIFIES THAT THE SHARES
REPRESENTED BY THIS ELECTRONIC BALLOT ARE, OWNED AND
CONTROLLED1 BY A CANADIAN2
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ISSUER: ACE LIMITED
TICKER: ACE CUSIP: G0070K103
MEETING DATE: 5/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: BRIAN DUPERREAULT ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: PETER MENIKOFF ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ROBERT RIPP ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: DERMOT F. SMURFIT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF ACE LIMITED FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2007
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ISSUER: ACERINOX SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2007 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 2006
PROPOSAL #2.: APPROVE THE MANAGEMENT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS DURING THE FY 2006, AND THE 2 DIVIDENDS PAID
ON 04 JAN 2007 AND 04 APR 2007, CHARGED TO 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, RENDERING
VOID THE AUTHORITY GRANTED THERETO BY THE GENERAL
MEETING HELD ON 01 JUN 2006
PROPOSAL #4.: APPROVE THE REIMBURSEMENT OF ISSUER YES FOR N/A
CONTRIBUTIONS TO THE SHAREHOLDERS, TO BE CHARGEDTO THE
SHARE PREMIUM ACCOUNT
PROPOSAL #5.: RE-APPOINT KPMG AUDITORS, S.L., AS THE ISSUER YES FOR N/A
AUDITORS OF ACERINOX, S.A. AND ITS CONSOLIDATED GROUP
FOR THE FY 2007
PROPOSAL #6.1: APPOINT MR. NARIYOSHI YUKIO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.2: APPOINT MR. MAYANS ALTABA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.3: APPOINT MR. CEBRAIN ARA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: AUTHORIZE THE BOARD TO EXECUTE, RECTIFY ISSUER YES FOR N/A
AND RECORD THE AGREEMENTS ADOPTED BY THE GENERAL
MEETING
PROPOSAL #8.: APPOINT THE COMPTROLLERS TO WRITE UP THE ISSUER YES FOR N/A
MINUTES OF THE PROCEEDINGS
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ISSUER: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2007 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: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BUSINESS REPORT 2006 ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE THE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF CHF 1.20 PER SHARE
PROPOSAL #3.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #4.1.1: RE-ELECT MR. JAKOB BAER AS A MEMBER ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS
PROPOSAL #4.1.2: RE-ELECT MR. JUERGEN DORMANN AS A ISSUER NO N/A N/A
MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #4.1.3: RE-ELECT MR. ANDREAS JACOBS AS A ISSUER NO N/A N/A
MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #4.1.4: RE-ELECT MR. PHILIPPE MARCEL AS A ISSUER NO N/A N/A
MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #4.1.5: RE-ELECT MR. FRANCIS MER AS A MEMBER ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS
PROPOSAL #4.1.6: RE-ELECT MR. THOMAS O NEILL AS A ISSUER NO N/A N/A
MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #4.1.7: RE-ELECT MR. DAVID PRINCE AS A MEMBER ISSUER NO N/A N/A
OF THE BOARD OF DIRECTORS
PROPOSAL #4.1.8: RE-ELECT MR. PETER V. UEBERROTH AS A ISSUER NO N/A N/A
MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #4.2: APPROVE THE ACCLAMATION OF MR. KLAUS J. ISSUER NO N/A N/A
JACOB AS THE HONORARY PRESIDENT OF ADECCO S.A.
PROPOSAL #4.3: ELECT MR. ROLF DOERIG AS A VICE-CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #5.1: RATIFY ERNST YOUNG AG AS THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #5.2: RATIFY OBT AG AS THE SPECIAL AUDITORS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ADVANCED INFO SERVICE PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INFORM OTHER MATTERS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO CERTIFY THE MINUTES OF THE ISSUER YES FOR N/A
2006 AGM OF SHAREHOLDERS HELD ON 24 APR 2006
PROPOSAL #3.: APPROVE THE ISSUING AND OFFERING OF ISSUER YES FOR N/A
UNSUBORDINATED AND UNSECURED DEBENTURES NOT EXCEEDING
THB 25 BILLION OR ITS EQUIVALENT IN OTHER CURRENCY
PROPOSAL #4.: OTHER BUSINESS ISSUER YES AGAINST N/A
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ISSUER: ADVANCED INFO SERVICE PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INFORM OTHER MATTERS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO CERTIFY THE MINUTES OF EGM OF ISSUER YES FOR N/A
SHAREHOLDERS NO. 1/2006 HELD ON 08 AUG 2006
PROPOSAL #3.: APPROVE AND CERTIFY THE RESULTS OF ISSUER YES FOR N/A
OPERATION FOR 2006
PROPOSAL #4.: APPROVE THE BALANCE SHEET, STATEMENT OF ISSUER YES FOR N/A
INCOME AND STATEMENT OF CASH FLOW FOR2006 ENDED 31 DEC
2006
PROPOSAL #5.: APPOINT OF THE COMPANY'S AUDITORS AND ISSUER YES FOR N/A
DETERMINE THE AUDITORS REMUNERATION FOR THE YE 2007
PROPOSAL #6.: APPROVE THE DIVIDEND PAYMENT TO THE ISSUER YES FOR N/A
SHAREHOLDERS FOR THE FY 2006
PROPOSAL #7.: RE-APPOINT THE RETIRING DIRECTORS ISSUER YES FOR N/A
PROPOSAL #8.: APPROVE THE DIRECTORS REMUNERATION FOR ISSUER YES FOR N/A
2007
PROPOSAL #9.: APPROVE THE LOAN PROCUREMENT BY THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #10.: APPROVE THE ALLOTMENT OF THE ADDITIONAL ISSUER YES FOR N/A
ORDINARY SHARES, AT PAR VALUE OF BHT1EACH, RESERVED
FOR EXERCISING THE RIGHT IN PURSUANCE WITH THE ESOP
WARRANTS DUE TO THE INTERING INTO TERMS AND CONDITIONS
OF THE PROSPECTUS
PROPOSAL #11.: OTHER MATTERS ISSUER YES AGAINST N/A
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ISSUER: ADVANCED SEMICONDUCTOR ENGINEERING INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RECEIVE THE 2006 BUSINESS REPORTS ISSUER NO N/A N/A
PROPOSAL #A.2: RECEIVE THE 2006 AUDITED REPORTS ISSUER NO N/A N/A
PROPOSAL #A.3: RECEIVE THE STATUS OF ENDORSEMENT, ISSUER NO N/A N/A
GUARANTEE AND MONETARY LOANS
PROPOSAL #A.4: RECEIVE THE REPORT OF THE INDIRECT ISSUER NO N/A N/A
INVESTMENT IN PEOPLE'S REPUBLIC OF CHINA
PROPOSAL #A.5: ESTABLISH THE RULES OF THE BOARD MEETING ISSUER NO N/A N/A
PROPOSAL #B.1: APPROVE THE 2006 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #B.2: APPROVE THE 2006 PROFIT DISTRIBUTION : ISSUER YES FOR N/A
CASH DIVIDEND: TWD 1.5 PER SHARE
PROPOSAL #B.3: APPROVE TO ISSUE NEW SHARES FROM ISSUER YES FOR N/A
RETAINED EARNINGS AND STAFF BONUS: STOCK DIVIDEND: 150
FOR 1,000 SHARES HELD
PROPOSAL #B.4: AUTHORIZE THE DIRECTORS ON ISSUANCE OF ISSUER YES FOR N/A
NEW SHARES TO PARTICIPATE THE GLOBAL DEPOSITARY
RECEIPT ?GDR? ISSUANCE, THE LOCAL RIGHTS ISSUE OR THE
CONVERTIBLE BONDS ISSUE AT APPROPRIATE TIME
PROPOSAL #B.5: APPROVE TO REVISE THE PROCEDURES OF ISSUER YES AGAINST N/A
ASSET ACQUISITION OR DISPOSAL
PROPOSAL #B.6: APPROVE TO REVISE THE ARTICLES OF ISSUER YES AGAINST N/A
INCORPORATION
PROPOSAL #B.7: OTHER ISSUES AND EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AGERE SYSTEMS INC.
TICKER: AGR CUSIP: 00845V308
MEETING DATE: 3/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ADOPT THE MERGER AGREEMENT, DATED AS ISSUER YES FOR FOR
OF DECEMBER 3, 2006, WITH LSI LOGIC CORPORATION AND
ATLAS ACQUISITION CORP.
ELECTION OF DIRECTOR: RICHARD L. CLEMMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. MANCUSO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KARI-PEKKA WILSKA ISSUER YES FOR FOR
PROPOSAL #03: TO RE-APPROVE OUR SHORT TERM INCENTIVE ISSUER YES FOR FOR
PLAN.
PROPOSAL #04: TO RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
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ISSUER: AIR FRANCE - KLM, ROISSY CHARLES DE GAULLE
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVAL OF THE CONSOLIDATED ACCOUNTS ISSUER NO N/A N/A
FOR THE FINANCIAL YEAR ENDING MARCH 31, 2006
PROPOSAL #O.2: APPROVAL OF CORPORATE FINANCIAL ISSUER NO N/A N/A
STATEMENTS FOR THE FINANCIAL YEAR ENDING MARCH 31, 2006
PROPOSAL #O.3: APPROPRIATION OF THE RESULTS FOR THE ISSUER NO N/A N/A
FINANCIAL YEAR ENDING ON MARCH 31, 2006 AND
DISTRIBUTION OF DIVIDEND
PROPOSAL #O.4: REGULATED AGREEMENTS REFERRED TO IN ISSUER NO N/A N/A
ARTICLE L.225-38 OF THE FRENCH COMMERCIAL CODE
PROPOSAL #O.5: RATIFICATION OF A DIRECTOR'S COOPTATION ISSUER NO N/A N/A
PROPOSAL #O.6: APPOINTMENT OF A DIRECTOR REPRESENTING ISSUER NO N/A N/A
THE FLIGHT DECK CREW EMPLOYEES
PROPOSAL #O.7: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS TO PERFORM OPERATIONS ON THE COMPANY'S
SHARES
PROPOSAL #E.8: AMENDMENT OF SECTION 20 OF THE ISSUER NO N/A N/A
COMPANY'S ARTICLES OF ASSOCIATION IN ORDER TO COMPLY
WITH THE PROVISIONS OF ARTICLE L. 225-37 OF THE FRENCH
COMMERCIAL CODE, AS AMENDED BY LAW NO. 2005-842 OF
JULY 26, 2005
PROPOSAL #E.9: POWERS TO ACCOMPLISH FORMALITIES ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AJINOMOTO CO.,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND CORPORATE AUDITORS
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 #4: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #5: APPROVE FINAL PAYMENT ASSOCIATED WITH ISSUER YES FOR N/A
ABOLITION OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS
AND AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AKBANK TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT AND AUTHORIZE THE DIRECTING ISSUER NO N/A N/A
COUNCIL TO SIGN THE MINUTES OF THE GENERAL MEETING
PROPOSAL #2.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, INTERNAL AUDITORS AND THE INDEPENDENT
AUDITOR
PROPOSAL #3.: RATIFY THE BALANCE SHEET AND PROFIT AND ISSUER NO N/A N/A
LOSS STATEMENT FOR 2006 AND GRANT DISCHARGE TO THE
BOARD OF DIRECTORS AND THE AUDITORS FROM THE
LIABILITIES BORN FROM THE OPERATIONS AND ACCOUNTS OF
2006
PROPOSAL #4.: APPROVE THE DECISION ABOUT THE ISSUER NO N/A N/A
DISBURSEMENT OF 2006 PROFITS
PROPOSAL #5.: RATIFY SIR WINFRIED BISCHOFF AS A ISSUER NO N/A N/A
DIRECTOR WHO IS APPOINTED IN PLACE OF MR. HAMIT BELIG
BELLI AFTER HIS RESIGNATION FOR THE REMAINING PERIOD
OF HIS DUTY
PROPOSAL #6.: ELECT THE DIRECTORS WHOSE TERMS EXPIRED ISSUER NO N/A N/A
AND APPROVE TO DETERMINE THE COMPENSATION FOR THE NEW
MEMBERS
PROPOSAL #7.: APPOINT MR. BASARAN NAS YEMINLI MALI ISSUER NO N/A N/A
MUSAVIRLIK A.S. A MEMBER OF PRICEWATERHOUSECOOPERS AS
THE INDEPENDENT AUDITOR FOR 2006 AND 2007
PROPOSAL #8.: APPROVE TO INCREASE THE AUTHORIZED ISSUER NO N/A N/A
CAPITAL OF THE BANK BY YTL 2,500,000,000 FROM YTL
2,500,000,000 TO YTL 5,000,000,000 AND IN RELATION TO
THIS, AMEND THE 9TH ARTICLE OF THE ARTICLES OF
ASSOCIATION OF THE BANK
PROPOSAL #9.: APPROVE THE INFORMATION TO THE ISSUER NO N/A N/A
SHAREHOLDERS REGARDING THE DONATIONS FOR 2006
PROPOSAL #10.: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER NO N/A N/A
CONNECTION WITH MATTERS FALLING WITHIN THE SCOPE OF
ARTICLES 334 AND 335 OF THE TURKISH COMMERCIAL CODE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AKTIEBOLAGET ELECTROLUX
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. MICHAEL TRESCHOW AS THE ISSUER YES ABSTAIN N/A
CHAIRMAN OF THE GENERAL MEETING
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES ABSTAIN N/A
PROPOSAL #3.: APPROVE THE AGENDA ISSUER YES ABSTAIN N/A
PROPOSAL #4.: ELECT 2 MINUTE-CHECKERS ISSUER YES ABSTAIN N/A
PROPOSAL #5.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES ABSTAIN N/A
HAS BEEN PROPERLY CONVENED
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE AUDIT ISSUER YES ABSTAIN N/A
REPORT AS WELL AS THE CONSOLIDATED ACCOUNTS AS WELL AS
THE AUDIT REPORT OF THE GROUP
PROPOSAL #7.: APPROVE THE SPEECH BY THE PRESIDENT S, ISSUER YES ABSTAIN N/A
MR. HANS STRABERG
PROPOSAL #8.: APPROVE THE ACTIVITIES OF THE BOARD OF ISSUER YES ABSTAIN N/A
DIRECTORS AND ITS COMMITTEES DURING THE PAST YEAR AND
THE AUDITOR'S PRESENTATION OF THE AUDIT WORK DURING
2006
PROPOSAL #9.: ADOPT THE PROFIT AND LOSS STATEMENT AND ISSUER YES ABSTAIN N/A
THE BALANCE SHEET AS WELL AS THE CONSOLIDATED PROFIT
AND LOSS STATEMENT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #10.: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES ABSTAIN N/A
DIRECTORS AND THE PRESIDENT
PROPOSAL #11.: APPROVE THE BOARD OF DIRECTORS TO ISSUER YES ABSTAIN N/A
PROPOSE A DIVIDEND FOR THE FY 2006 OF SEK 4PER SHARE
AND THURSDAY, 19 APR 2007, AS RECORD DATE FOR THE
DIVIDEND; SUBJECT TO RESOLUTION BY THE GENERAL MEETING
IN ACCORDANCE WITH THIS PROPOSAL, DIVIDEND IS
EXPECTED TO BE DISTRIBUTED BY VPC ON TUESDAY, 24 APR
PROPOSAL #12.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES ABSTAIN N/A
DIRECTORS AT 9 AND NO DEPUTY DIRECTORS, INCONNECTION
THEREWITH
PROPOSAL #13.: APPROVE THE DIRECTORS FEES AS FOLLOWS: ISSUER YES ABSTAIN N/A
SEK 1,500,000 TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS, SEK 500,000 TO THE DEPUTY CHAIRMAN OF THE
BOARD OF DIRECTORS, SEK 437,500 TO ANY OTHER DIRECTOR
APPOINTED BY THE GENERAL MEETING BUT NOT EMPLOYED BY
THE COMPANY, AND FOR COMMITTEE WORK, TO THE MEMBERS
WHO ARE APPOINTED BY THE BOARD OF DIRECTORS; SEK
175,000 THE CHAIRMAN OF THE AUDIT COMMITTEE AND SEK
75,000 TO EACH OF THE MEMBERS OF THE COMMITTEES AND
SEK 100,000 TO THE CHAIRMAN OF THE REMUNERATION
COMMITTEE AND SEK 50,000 TO EACH OF THE MEMBERS OF
COMMITTEE; THE AUDITOR'S FEE TO BE PAID ON APPROVED
ACCOUNT
PROPOSAL #14.: RE-ELECT MESSRS. MARCUS WALLENBERG, ISSUER YES ABSTAIN N/A
PEGGY BRUZELIUS, HANS STRABERG, LOUIS R. HUGHES,
BARBARA MILIAN THORALFSSON AND CAROLINE SUNDEWALL AND
ELECT MESSRS. JOHN LUPO, JOHAN MOLIN AND TORBEN
BALLEGAARD SORENSEN AS THE NEW DIRECTORS AND MR.
MARCUS WALLENBERG IS ELECTED AS THE CHAIRMAN OF THE
BOARD OF DIRECTORS
PROPOSAL #15.: APPROVE THAT THE COMPANY SHOULD HAVE A ISSUER YES ABSTAIN N/A
NOMINATION COMMITTEE CONSISTING OF 6 MEMBERS OF EACH
OF THE 4 LARGEST SHAREHOLDERS IN THE COMPANY WITH
REGARD TO THE NUMBER OF VOTES HELD, TOGETHER WITH THE
CHAIRMAN OF THE BOARD OF DIRECTORS ?WHO SHOULD CONVENE
THE FIRST MEETING? AND 1 ADDITIONAL DIRECTOR; THE
ADDITIONAL DIRECTOR SHALL BE APPOINTED BY THE BOARD OF
THE DIRECTORS AMONG THE DIRECTORS WHO ARE INDEPENDENT
IN RELATION TO THE COMPANY; THE NOMINATION COMMITTEE
SHALL BE COMPOSED BASED ON SHAREHOLDER STATISTICS FROM
VPC AB AS OF THE LAST BANKING DAY IN APR 2007 AND
OTHER RELIABLE SHAREHOLDER INFORMATION WHICH HAS BEEN
PROVIDED TO THE COMPANY AT SUCH TIME; WHEN DETERMINING
WHO ARE THE 4 LARGEST SHAREHOLDERS WITH REGARD TO THE
NUMBER OF VOTES HELD, A GROUP OF SHAREHOLDERS SHALL
BE CONSIDERED 1 OWNER IF THEY; I) HAVE BEEN ORGANIZED
AS A GROUP IN THE VPC SYSTEM OR II) HAVE MADE PUBLIC
AND NOTIFIED THE COMPANY THAT THEY HAVE MADE A WRITTEN
AGREEMENT TO TAKE THROUGH THE COORDINATED EXERCISE OF
VOTING RIGHTS- A COMMON LONG-TERM VIEW ON THE
MANAGEMENT OF THE COMPANY; THAT THE NOMINATION
COMMITTEE SHALL PREPARE THE BELOW TO BE SUBMITTED TO
THE AGM 2008 FOR RESOLUTION: A) REGARDING THE CHAIRMAN
OF THE GENERAL MEETING, B) REGARDING THE BOARD OF
DIRECTORS, C) REGARDING THE CHAIRMAN OF THE BOARD OF
DIRECTORS, D) REGARDING THE DIRECTORS FEES FOR EACH
OF THE DIRECTORS AS WELL AS REMUNERATION FOR COMMITTEE
WORK, E) REGARDING THE AUDITOR'S FEES AND F)
REGARDING THE NOMINATION COMMITTEE FOR THE AGM OF 2009
PROPOSAL #16.A: APPROVE THE GUIDELINES FOR THE ISSUER YES ABSTAIN N/A
ELECTROLUX GROUP MANAGEMENT WITH THE PRINCIPALTERMS:
THE GUIDELINES SHALL APPLY TO THE REMUNERATION AND
OTHER OF EMPLOYMENT FOR THE PRESIDENT AND CEO AND
OTHER MEMBERS OF GROUP MANAGEMENT OF ELECTROLUX ?GROUP
MANAGEMENT?; ELECTROLUX SHALL STRIVE TO OFFER TOTAL
REMUNERATION THAT IS FAIR AND COMPETITIVE IN RELATION
TO THE HOME COUNTRY OR REGION OF EACH GROUP MANAGEMENT
MEMBER, THE REMUNERATION TERMS SHALL EMPHASIZE PAY
FOR PERFORMANCE AND VARY WITH THE PERFORMANCE OF THE
INDIVIDUAL AND THE GROUP, THE TOTAL REMUNERATION FOR
GROUP MANAGEMENT CAN COMPRISE THE COMPONENTS AS
SPECIFIED, THE BOARD OF DIRECTORS SHALL BE ENTITLED TO
DEVIATE FROM THESE GUIDELINES IF SPECIAL REASONS FOR
DOING SO EXIST IN ANY INDIVIDUAL CASE
PROPOSAL #16.B: APPROVE TO OFFER A PERFORMANCE BASED, ISSUER YES ABSTAIN N/A
LONG-TERM SHARE PROGRAM FOR 2007 AND THE PROGRAM FOR
2007 IS TO INCLUDE A MAXIMUM OF 160 SENIOR OFFICERS
AND KEY EMPLOYEES OF THE ELECTROLUX GROUP WITH A
POSSIBILITY TO BE ALLOCATED SHARES OF SERIES B IN THE
COMPANY FREE OF CHARGE, IN ACCORDANCE WITH THE
PRINCIPAL TERMS AND GUIDELINES, AS SPECIFIED
PROPOSAL #17.A: AUTHORIZE THE BOARD, FOR THE PERIOD ISSUER YES ABSTAIN N/A
UNTIL THE NEXT AGM, TO RESOLVE ON TRANSFERS OF
ELECTROLUX SHARES IN CONNECTION WITH COMPANY
ACQUISITIONS ON THE TERMS AND CONDITIONS: 1) SHARES OF
SERIES A AND/OR SERIES B HELD BY THE COMPANY AT THE
TIME OF THE BOARD OF DIRECTOR'S DECISION MAY BE
TRANSFERRED, 2) THE SHARES MAY BE TRANSFERRED WITH
DEVIATION FROM THE SHAREHOLDERS PREFERENTIAL RIGHTS,
3) TRANSFER OF SHARES MAY BE MADE AT A MINIMUM PRICE
PER SHARE CORRESPONDING TO AN AMOUNT IN CLOSE
CONNECTION WITH THE PRICE OF THE COMPANY'S SHARES OF
THE SERIES CONCERNED ON THE STOCKHOLM STOCK EXCHANGE
AT THE TIME OF THE DECISION ON THE TRANSFER AND 4)
PAYMENT FOR THE TRANSFERRED SHARES MAY BE MADE IN
CASH, BY CONTRIBUTIONS IN KIND OR BY A SET-OFF OF
COMPANY DEBT
PROPOSAL #17.B: APPROVE THE TRANSFER OF OWN SHARES AS ISSUER YES ABSTAIN N/A
A RESULT OF THE EMPLOYEE STOCK OPTION PROGRAMS 2001-
2003 AND THE ELECTROLUX SHARE PROGRAM 2005, THE BOARD
OF DIRECTORS FURTHER PROPOSES, AS A RESULT OF THE
COMPANY'S EMPLOYEE STOCK OPTION PROGRAMS 2001-2003 AND
THE ELECTROLUX SHARE PROGRAM 2004, TO TRANSFER A
MAXIMUM OF 650,000 SHARES OF SERIES B IN THE COMPANY
TO COVER COSTS, PRIMARILY SOCIAL SECURITY CHARGES,
THAT MAY ARISE A RESULT OF THESE EMPLOYEE STOCK OPTION
PROGRAMS, TRANSFER MAY TAKE PLACE ON THE STOCKHOLM
STOCK EXCHANGE AT A PRICE WITHIN THE REGISTERED PRICE
INTERVAL FROM TIME TO TIME ?AUTHORITY EXPIRES UNTIL
THE NEXT AGM OF THE SHAREHOLDERS?
PROPOSAL #18.: CLOSING OF THE MEETING ISSUER YES ABSTAIN N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCAN INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. R. BERGER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: ELECT MR. L. D. DESAUTELS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. R. B. EVANS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. L. Y. FORTIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT MR. J. E. GARTEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: ELECT MR. J. P. JACAMON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. Y. MANSION AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. C. MORIN POSTEL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. H. MUNROE-BLUM AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. H. O. RUDING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: ELECT MR. G. SCHULMEYER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: ELECT MR. P. M. TELLIER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. M. K. WONG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #3.: AMEND THE ALCAN EXECUTIVE SHARE OPTION ISSUER YES FOR N/A
PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCATEL SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/7/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVAL OF THE PARENT COMPANY ISSUER YES FOR N/A
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2005 VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD
OF DIRECTORS AND THE REPORT OF THE STATUTORY AUDITORS,
APPROVE IN THEIR ENTIRETY THE MANAGEMENT REPORT OF
THE BOARD AND THE ANNUAL PARENT COMPANY FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
AS PREPARED AND PRESENTED TO THEM, AND WHICH REFLECT
A PROFIT OF EUR 390,524,042.73. THE SHAREHOLDERS
EXPRESSLY APPROVE THE AMOUNT OF NONDEDUCTIBLE
EXPENDITURES AND CHARGES (ARTICLE 39-4 OF THE TAX
CODE) MENTIONED IN THE FINANCIAL STATEMENTS PRESENTED
BY THE BOARD OF DIRECTORS, TOGETHER WITH THE TAX
RESULTING THEREFROM
PROPOSAL #O.2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF
AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND
THE REPORT OF THE STATUTORY AUDITORS ON THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2005, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS AS PREPARED AND PRESENTED TO THEM
BY THE BOARD OF DIRECTORS
PROPOSAL #O.3: RESULTS FOR THE FISCAL YEAR - ISSUER YES FOR N/A
APPROPRIATION VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE
SHAREHOLDERS APPROVE THE APPROPRIATION OF THE RESULT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 PROPOSED
BY THE BOARD OF DIRECTORS AND RESOLVE TO MAKE THE
FOLLOWING APPROPRIATIONS: RESULT FOR THE FISCAL YEAR
EUR 390,524,042.73 PREVIOUS RETAINED EARNINGS EUR
2,157,271,889.44 TRANSFER TO THE LEGAL RESERVE EUR
19,526,202.14 DISTRIBUTABLE PROFIT EUR
2,528,269,730.03 DIVIDEND OF EUR 0.16 PER SHARE EUR
228,566,662.40 RETAINED EARNINGS EUR 2,229,703,067.63
CONSEQUENTLY, A DIVIDEND OF EUR 0.16 PER SHARE WILL BE
DISTRIBUTED TO EACH OF THE 1,428,541,640 SHARES
COMPRISING THE CAPITAL OF THE COMPANY ON DECEMBER 31,
2005 AND BEING ENTITLED TO DIVIDENDS AS OF JANUARY 1,
2005. NATURAL PERSONS RESIDENT IN FRANCE FOR TAX
PURPOSES ARE ENTITLED TO TAX EXEMPTION OF 40% ON THE
PROPOSED DIVIDEND IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE 158, PARAGRAPH 3, SUBPARAGRAPH 2, OF THE TAX
CODE. THERE IS NO ENTITLEMENT TO THIS EXEMPTION IN ANY
OTHER CASES. DIVIDENDS ATTRIBUTABLE TO SHARES OWNED
BY THE COMPANY ON THE DISTRIBUTION DATE, WHICH,
PURSUANT TO ARTICLE L.225-210 OF THE COMMERCIAL CODE
WILL NOT BE PAID TO THE COMPANY, WILL BE APPROPRIATED
TO RETAINED EARNINGS . THE SHAREHOLDERS MEETING
RESOLVES TO PAY THE DIVIDEND IN CASH AS OF SEPTEMBER
11, 2006. THE SHAREHOLDERS MEETING NOTES THAT NO
DIVIDEND HAS BEEN PAID IN RESPECT OF THE LAST THREE
PROPOSAL #O.4: APPOINTMENT OF A DIRECTOR THE GENERAL ISSUER YES FOR N/A
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS THIERRY DE
LOPPINOT TO THE POSITION OF DIRECTOR IN ACCORDANCE
WITH THE PROVISIONS OF THE SECOND TO SIXTH PARAGRAPHS
IN ARTICLE 12 OF THE COMPANY'S BYLAWS FOR A PERIOD
ENDING EITHER ON THE EFFECTIVE DATE OF THE MERGER
PROVIDED FOR IN THE AGREEMENT OF APRIL 2, 2006,
ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN ALCATEL,
LUCENT TECHNOLOGIES INC. (A CORPORATION INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE, USA), AND
AURA MERGER SUB, INC. (A CORPORATION INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE, USA), OR UPON
THE CONCLUSION OF THE ORDINARY GENERAL SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
FISCAL YEAR 2009. IF THE ABOVE MENTIONED MERGER
TRANSACTION IS COMPLETED BEFORE THE DATE OF THE SAID
ORDINARY GENERAL SHAREHOLDERS MEETING, THIERRY DE
LOPPINOT'S TERM WILL EXPIRE ON THE EFFECTIVE DATE OF
THE MERGER
PROPOSAL #O.5: APPOINTMENT OF A DIRECTOR THE GENERAL ISSUER YES FOR N/A
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS BRUNO VAILLANT TO
THE POSITION OF DIRECTOR IN ACCORDANCE WITH THE
PROVISIONS OF THE SECOND TO SIXTH PARAGRAPHS IN
ARTICLE 12 OF THE COMPANY'S BYLAWS FOR A PERIOD ENDING
EITHER ON THE EFFECTIVE DATE OF THE MERGER PROVIDED
FOR IN THE AGREEMENT OF APRIL 2, 2006, ENTITLED
AGREEMENT AND PLAN OF MERGER BETWEEN ALCATEL, LUCENT
TECHNOLOGIES INC. (A CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE, USA), AND AURA
MERGER SUB, INC. (A CORPORATION INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE, USA), OR UPON THE
CONCLUSION OF THE ORDINARY GENERAL SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
FISCAL YEAR 2009. IF THE ABOVE MENTIONED MERGER
TRANSACTION IS COMPLETED BEFORE THE DATE OF THE SAID
ORDINARY GENERAL SHAREHOLDERS MEETING, BRUNO
VAILLANT'S TERM WILL EXPIRE ON THE EFFECTIVE DATE OF
THE MERGER
PROPOSAL #O.6: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS DANIEL BERNARD, TO
THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.7: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS W. FRANK BLOUNT,
TO THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.8: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS JOZEF CORNU, TO
THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.9: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS LINNET F. DEILY,
TO THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.10: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS ROBERT E. DENHAM,
TO THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.11: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS EDWARD E.
HAGENLOCKER, TO THE POSITION OF DIRECTOR FOR A PERIOD
OF FOUR YEARS WHICH WILL EXPIRE UPON THE CONCLUSION OF
THE ORDINARY GENERAL SHAREHOLDERS MEETING THAT WILL
APPROVE THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2009.
THIS APPOINTMENT IS MADE UNDER THE CONDITION
PRECEDENT THAT THE MERGER PROVIDED FOR BY THE
AGREEMENT OF APRIL 2, 2006, ENTITLED AGREEMENT AND
PLAN OF MERGER BETWEEN ALCATEL, LUCENT TECHNOLOGIES
INC. (A CORPORATION INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) IS CONCLUDED
PROPOSAL #O.12: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS JEAN-PIERRE
HALBRON, TO THE POSITION OF DIRECTOR FOR A PERIOD OF
FOUR YEARS WHICH WILL EXPIRE UPON THE CONCLUSION OF
THE ORDINARY GENERAL SHAREHOLDERS MEETING THAT WILL
APPROVE THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2009.
THIS APPOINTMENT IS MADE UNDER THE CONDITION
PRECEDENT THAT THE MERGER PROVIDED FOR BY THE
AGREEMENT OF APRIL 2, 2006, ENTITLED AGREEMENT AND
PLAN OF MERGER BETWEEN ALCATEL, LUCENT TECHNOLOGIES
INC. (A CORPORATION INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) IS CONCLUDED
PROPOSAL #O.13: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS KARL J. KRAPEK, TO
THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.14: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS DANIEL LEBEGUE, TO
THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.15: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS PATRICIA F. RUSSO,
TO THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR
YEARS WHICH WILL EXPIRE UPON THE CONCLUSION OF THE
ORDINARY GENERAL SHAREHOLDERS MEETING THAT WILL
APPROVE THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2009.
THIS APPOINTMENT IS MADE UNDER THE CONDITION
PRECEDENT THAT THE MERGER PROVIDED FOR BY THE
AGREEMENT OF APRIL 2, 2006, ENTITLED AGREEMENT AND
PLAN OF MERGER BETWEEN ALCATEL, LUCENT TECHNOLOGIES
INC. (A CORPORATION INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) IS CONCLUDED
PROPOSAL #O.16: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS HENRY B. SCHACHT
TO THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.17: APPOINTMENT OF A DIRECTOR UNDER THE ISSUER YES FOR N/A
CONDITION PRECEDENT THAT THE MERGER WITH LUCENT
TECHNOLOGIES INC. IS CONCLUDED THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS SERGE TCHURUK, TO
THE POSITION OF DIRECTOR FOR A PERIOD OF FOUR YEARS
WHICH WILL EXPIRE UPON THE CONCLUSION OF THE ORDINARY
GENERAL SHAREHOLDERS MEETING THAT WILL APPROVE THE
FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. THIS
APPOINTMENT IS MADE UNDER THE CONDITION PRECEDENT THAT
THE MERGER PROVIDED FOR BY THE AGREEMENT OF APRIL 2,
2006, ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN
ALCATEL, LUCENT TECHNOLOGIES INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA), AND AURA MERGER SUB, INC. (A CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
USA) IS CONCLUDED
PROPOSAL #O.18: APPOINTMENT OF A CENSEUR SUBJECT TO ISSUER YES FOR N/A
THE CONDITION PRECEDENT OF THE COMPLETION OF THE
MERGER WITH LUCENT TECHNOLOGIES INC. THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS THIERRY DE
LOPPINOT, TO THE POSITION OF CENSEUR FOR A PERIOD OF
TWO YEARS WHICH WILL EXPIRE UPON THE CONCLUSION OF THE
ORDINARY GENERAL SHAREHOLDERS MEETING THAT WILL
APPROVE THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2007.
THIS APPOINTMENT IS MADE UNDER THE CONDITION
PRECEDENT THAT THE MERGER PROVIDED FOR BY THE
AGREEMENT OF APRIL 2, 2006, ENTITLED AGREEMENT AND
PLAN OF MERGER BETWEEN ALCATEL, LUCENT TECHNOLOGIES
INC. (A CORPORATION INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) IS CONCLUDED. HIS REMUNERATION WILL
BE TAKEN FROM THE TOTAL ANNUAL AMOUNT OF ATTENDANCE
FEES, WHICH WILL BE DISTRIBUTED BY THE BOARD AMONG THE
DIRECTORS AND CENSEURS
PROPOSAL #O.19: APPOINTMENT OF A CENSEUR SUBJECT TO ISSUER YES FOR N/A
THE CONDITION PRECEDENT OF THE COMPLETION OF THE
MERGER WITH LUCENT TECHNOLOGIES INC. THE GENERAL
SHAREHOLDERS MEETING, ACTING UNDER THE CONDITIONS OF
QUORUM AND MAJORITY REQUIRED FOR ORDINARY GENERAL
SHAREHOLDERS MEETINGS AND HAVING REVIEWED THE REPORT
OF THE BOARD OF DIRECTORS, APPOINTS JEAN-PIERRE
DESBOIS, TO THE POSITION OF CENSEUR FOR A PERIOD OF
TWO YEARS WHICH WILL EXPIRE UPON THE CONCLUSION OF THE
ORDINARY GENERAL SHAREHOLDERS MEETING THAT WILL
APPROVE THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2007.
THIS APPOINTMENT IS MADE UNDER THE CONDITION
PRECEDENT THAT THE MERGER PROVIDED FOR BY THE
AGREEMENT OF APRIL 2, 2006, ENTITLED AGREEMENT AND
PLAN OF MERGER BETWEEN ALCATEL, LUCENT TECHNOLOGIES
INC. (A CORPORATION INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) IS CONCLUDED. HIS REMUNERATION WILL
BE TAKEN FROM THE TOTAL ANNUAL AMOUNT OF ATTENDANCE
FEES, WHICH WILL BE DISTRIBUTED BY THE BOARD AMONG THE
DIRECTORS AND CENSEURS
PROPOSAL #O.20: RENEWAL OF THE APPOINTMENT OF DELOITTE ISSUER YES FOR N/A
& ASSOCIES AS PRINCIPAL STATUTORY AUDITORS VOTING
UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
ORDINARY SHAREHOLDERS MEETING AND HAVING READ THE
REPORT OF THE BOARD OF DIRECTORS, THE SHAREHOLDERS
RENEW THE APPOINTMENT OF DELOITTE & ASSOCIES AS
PRINCIPAL STATUTORY AUDITORS FOR A TERM OF SIX FISCAL
YEARS, THAT IS, UNTIL THE END OF THE ORDINARY
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
PROPOSAL #O.21: RENEWAL OF THE APPOINTMENT OF ERNST & ISSUER YES FOR N/A
YOUNG ET AUTRES AS PRINCIPAL STATUTORY AUDITORS VOTING
UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
ORDINARY SHAREHOLDERS MEETING, AND HAVING READ THE
REPORT OF THE BOARD OF DIRECTORS, THE SHAREHOLDERS
RENEW THE APPOINTMENT OF ERNST & YOUNG ET AUTRES AS
PRINCIPAL STATUTORY AUDITORS FOR A TERM OF SIX FISCAL
YEARS, THAT IS, UNTIL THE END OF THE ORDINARY
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
PROPOSAL #O.22: END OF THE APPOINTMENT OF MR. OLIVIER ISSUER YES FOR N/A
AZIERES AS DEPUTY STATUTORY AUDITOR AND APPOINTMENT OF
BEAS AS DEPUTY STATUTORY AUDITORS VOTING UNDER THE
QUORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY
SHAREHOLDERS MEETING, HAVING READ THE REPORT OF THE
BOARD OF DIRECTORS AND NOTING THAT THE APPOINTMENT AS
SUBSTITUTE STATUTORY AUDITOR OF MR. OLIVIER AZIERES
EXPIRES AT THE END OF THIS MEETING, THE SHAREHOLDERS
APPOINT THE FIRM OF BEAS, THE REGISTERED OFFICE OF
WHICH IS AT 7-9 VILLA-HOUSSAY, 92524 NEUILLY-SUR-SEINE
CEDEX, AS SUBSTITUTE STATUTORY AUDITORS FOR A TERM OF
SIX FISCAL YEARS, THAT IS, UNTIL THE END OF THE
ORDINARY SHAREHOLDERS MEETING CALLED TO APPROVE THE
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2011. THE FIRM OF BEAS WILL ACT AS
SUBSTITUTE STATUTORY AUDITORS AND MAY EVENTUALLY
REPLACE DELOITTE ET ASSOCIES, PRINCIPAL STATUTORY
AUDITORS, IN THE CIRCUMSTANCES REFERRED TO IN ARTICLE
L.823-1 OF THE COMMERCIAL CODE. IN THAT CASE THEY
WOULD AUTOMATICALLY BECOME PRINCIPAL STATUTORY
AUDITORS UNTIL THE EXPIRY OF THE ORIGINAL TERM OF
OFFICE OF SUCH PRINCIPAL STATUTORY AUDITORS
PROPOSAL #O.23: END OF THE APPOINTMENT OF MR. PHILIPPE ISSUER YES FOR N/A
PEUCH-LESTRADE AS DEPUTY STATUTORY AUDITOR AND
APPOINTMENT OF AUDITEX AS DEPUTY STATUTORY AUDITORS
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF
AN ORDINARY SHAREHOLDERS MEETING, HAVING READ THE
REPORT OF THE BOARD OF DIRECTORS, AND NOTING THAT THE
APPOINTMENT AS SUBSTITUTE STATUTORY AUDITOR OF MR.
PHILIPPE PEUCH-LESTRADE EXPIRES AT THE END OF THIS
MEETING, THE SHAREHOLDERS APPOINT THE FIRM OF AUDITEX,
THE REGISTERED OFFICE OF WHICH IS AT TOUR ERNST &
YOUNG, FAUBOURG DE I ARCHE, 92037 LA DEFENSE CEDEX, AS
SUBSTITUTE STATUTORY AUDITORS FOR A TERM OF SIX
FISCAL YEARS, THAT IS, UNTIL THE END OF THE ORDINARY
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,
2011. THE FIRM OF AUDITEX WILL ACT AS SUBSTITUTE
STATUTORY AUDITORS AND MAY EVENTUALLY REPLACE ERNST &
YOUNG ET AUTRES, PRINCIPAL STATUTORY AUDITORS, IN THE
CIRCUMSTANCES REFERRED TO IN ARTICLE L.823-1 OF THE
COMMERCIAL CODE. IN THAT CASE THEY WOULD AUTOMATICALLY
BECOME PRINCIPAL STATUTORY AUDITORS UNTIL THE EXPIRY
OF THE ORIGINAL TERM OF OFFICE OF SUCH PRINCIPAL
STATUTORY AUDITORS
PROPOSAL #O.24: APPROVAL OF REGULATED AGREEMENTS WHICH ISSUER YES FOR N/A
REMAINED IN FORCE DURING THE FISCAL YEAR VOTING UNDER
THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY
SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ
THE SPECIAL REPORT OF THE STATUTORY AUDITORS ON THE
AGREEMENTS COVERED BY ARTICLE L.225-38 OF THE
COMMERCIAL CODE, APPROVE THE PERFORMANCE OF THE
AGREEMENTS WHICH REMAINED IN FORCE DURING THE FISCAL
YEAR
PROPOSAL #O.25: APPROVAL OF A REGULATED AGREEMENT ISSUER YES FOR N/A
BETWEEN ALCATEL AND ONE OF ITS DIRECTORS VOTING UNDER
THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY
SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ
THE SPECIAL REPORT OF THE STATUTORY AUDITORS ON THE
AGREEMENTS COVERED BY ARTICLE L.225-38 OF THE
COMMERCIAL CODE, APPROVE THE TERMS OF THE AGREEMENT
ENTERED INTO BETWEEN THE COMPANY AND MR. PHILIPPE
GERMOND
PROPOSAL #O.26: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO ALLOW THE COMPANY TO PURCHASE AND
SELL ITS OWN SHARES VOTING UNDER THE QUORUM AND
MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS
MEETING, AND HAVING READ THE REPORT OF THE BOARD OF
DIRECTORS, THE SHAREHOLDERS AUTHORIZE THE BOARD OF
DIRECTORS, IN ACCORDANCE WITH ARTICLES L.225-209 AND
FOLLOWING OF THE COMMERCIAL CODE, TO PURCHASE AND SELL
SHARES OF THE COMPANY ON THE STOCK MARKET OR
OTHERWISE. THE TOTAL NUMBER OF SHARES THAT THE COMPANY
MAY PURCHASE SHALL NOT EXCEED 10% OF THE TOTAL NUMBER
OF SHARES COMPRISING THE CAPITAL OF THE COMPANY ON
THE DATE OF SUCH REPURCHASES, AND THE MAXIMUM NUMBER
OF SHARES HELD AFTER SUCH PURCHASES SHALL NOT EXCEED
10% OF THE AMOUNT OF THE CAPITAL OF THE COMPANY AT ANY
TIME. PURSUANT TO ARTICLE 179-1 OF THE DECREE DATED
MARCH 23, 1967 RELATING TO THE CORPORATION, THE
THEORETICAL MAXIMUM NUMBER OF SHARES THAT COULD BE
PURCHASED, BASED ON THE NUMBER OF SHARES EXISTING AT
DECEMBER 31, 2005, IS 142,854,164, CORRESPONDING TO A
THEORETICAL MAXIMUM AMOUNT OF EUR 5,714,166,560,
WITHOUT TAKING ACCOUNT SHARES ALREADY HELD BY THE
COMPANY. THE MAXIMUM PURCHASE PRICE PER SHARE IS SET
AT EUR 40, AND THE MINIMUM SALE PRICE PER SHARE IS SET
AT EUR 2. HOWEVER, IN THE EVENT OF TRANSACTIONS
AFFECTING THE COMPANY'S CAPITAL, AND MORE PARTICULARLY
IN THE EVENT OF A CAPITAL INCREASE BY CAPITALIZATION
OF RESERVES AND A FREE DISTRIBUTION OF SHARES, AS WELL
AS IN THE EVENT EITHER OF A SHARE SPLIT OR OF A
REVERSE SHARE SPLIT, THE PRICES INDICATED ABOVE WILL
BE ADJUSTED BY A MULTIPLIER EQUAL TO THE RELATION
RATIO BETWEEN THE NUMBER OF SHARES COMPRISING THE
CAPITAL BEFORE THE TRANSACTION AND THE NUMBER OF SUCH
SHARES AFTER THE TRANSACTION. THE SHAREHOLDERS
MEETING RESOLVES THAT SHARES MAY BE PURCHASED: WITH A
VIEW TO THEIR CANCELLATION BY WAY OF A REDUCTION IN
THE CAPITAL OF THE COMPANY WITHIN THE LIMITS SET BY
LAW, SUBJECT TO ADOPTION OF THE THIRTY-THIRD
RESOLUTION BELOW; FOR THE PURPOSE OF ALLOCATING THEM
TO EMPLOYEES AND EXECUTIVES OF THE GROUP UNDER THE
TERMS AND CONDITIONS PROVIDED BY LAW (SHARE PURCHASE
OPTIONS, EMPLOYEE PROFIT SHARING, ALLOCATION OF SHARES
FREE OF CHARGE, ETC); WITH A VIEW TO HONORING
OBLIGATIONS ARISING FROM THE ISSUANCE OF SECURITIES
CONFERRING A RIGHT TO THE CAPITAL OF THE COMPANY; FOR
THE PURPOSE OF HOLDING THEM AND USING THEM IN AN
EXCHANGE OR AS PAYMENT, PARTICULARLY IN THE CONTEXT OF
EXTERNAL GROWTH TRANSACTIONS INITIATED BY THE
COMPANY, BY WAY OF TENDER OFFER OR OTHERWISE; WITH A
VIEW TO AN INVESTMENT SERVICES PROVIDER STIMULATING
THE SECONDARY MARKET OR THE LIQUIDITY OF THE ALCATEL
SHARES PURSUANT TO A LIQUIDITY AGREEMENT WHICH IS IN
CONFORMITY WITH A CODE OF CONDUCT RECOGNIZED BY THE
FRENCH STOCK EXCHANGE AND SECURITIES REGULATOR; AND
WITH A VIEW TO ENGAGING IN ANY MARKET PRACTICE WHICH
MIGHT BE ACCEPTED BY THE FRENCH STOCK EXCHANGE AND
SECURITIES REGULATOR. THE SHARES MAY AT ANY TIME,
EXCEPT DURING THE PERIOD OF A TENDER OFFER, AND WITHIN
THE LIMITATIONS OF THE REGULATIONS IN FORCE, BE
PURCHASED, SOLD, EXCHANGED
PROPOSAL #O.27: DELEGATION OF AUTHORITY TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO DECIDE THE ISSUE OF ORDINARY SHARES OF
THE COMPANY, WITHOUT SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS, TO THE SHAREHOLDERS OF LUCENT
TECHNOLOGIES INC. IN ACCORDANCE WITH ARTICLE L.225-148
OF THE FRENCH COMMERCIAL CODE ACTING UNDER THE
CONDITIONS OF QUORUM AND MAJORITY REQUIRED FOR
EXTRAORDINARY GENERAL SHAREHOLDERS MEETINGS AND IN
ACCORDANCE WITH ARTICLES L.225-148 AND L.225-129 TO
L.225-129-6 OF THE FRENCH COMMERCIAL CODE, THE GENERAL
SHAREHOLDERS MEETING, HAVING REVIEWED THE REPORT OF
THE BOARD OF DIRECTORS AND THE TRANSACTION NOTE (NOTE
D OPERATION) APPROVED BY THE AUTORITE DES MARCHES
FINANCIERS ON . , 2006 UNDER NUMBER . AND
DESCRIBING THE TERMS OF THE MERGER BETWEEN ALCATEL AND
LUCENT TECHNOLOGIES INC. (HEREINAFTER, THE
TRANSACTION ) AS CONTEMPLATED BY THE AGREEMENT OF
APRIL 2, 2006, ENTITLED AGREEMENT AND PLAN OF MERGER
BETWEEN ALCATEL, LUCENT TECHNOLOGIES INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) (THE MERGER AGREEMENT ) AND THE
OPINION OF THE STATUTORY AUDITORS INCLUDED IN THE NOTE
D OPERATION: 1. DELEGATES TO THE BOARD OF DIRECTORS
ITS AUTHORITY TO DECIDE TO INCREASE THE SHARE CAPITAL,
FOR THE PURPOSES OF CONCLUDING THE TRANSACTION
ACCORDING TO THE TERMS AND CONDITIONS OF THE MERGER
AGREEMENT, BY ISSUING, ORDINARY SHARES TO HOLDERS OF
LUCENT COMMON STOCK, UNDER THE CONDITIONS PROVIDED FOR
IN ARTICLE L.225-148 OF THE FRENCH COMMERCIAL CODE,
AS PART OF THE OPERATION, WHICH HAS THE SAME EFFECT AS
AN EXCHANGE OFFER THAT IS INITIATED BY THE COMPANY ON
THE SHARES OF ANOTHER COMPANY WHOSE SECURITIES ARE
TRADED ON A REGULATED MARKET IN A FOREIGN
JURISDICTION; 2. SETS THE TERM OF THIS DELEGATION OF
AUTHORITY AT 15 MONTHS STARTING ON THE DATE OF THIS
GENERAL SHAREHOLDERS MEETING; 3. DECIDES TO SET THE
MAXIMUM AMOUNT OF THE ISSUES THAT MAY BE DECIDED BY
THE BOARD OF DIRECTORS BY VIRTUE OF THIS DELEGATION AS
FOLLOWS: THE CAPITAL INCREASE(S) DETERMINED BY THE
BOARD OF DIRECTORS AND CONCLUDED EITHER NOW OR IN THE
FUTURE PURSUANT TO THIS DELEGATION AND FOR THE SOLE
PURPOSE OF CONCLUDING THE TRANSACTION PURSUANT TO THE
TERMS OF THE MERGER AGREEMENT MAY NOT GIVE RISE TO THE
ISSUANCE OF A NUMBER OF ORDINARY SHARES GREATER THAN
1,150,000,000, THAT IS, AN INCREASE IN SHARE CAPITAL
IN A NOMINAL AMOUNT OF 2,300,000,000 EUROS, WHICH DOES
NOT TAKE INTO ACCOUNT THE NUMBER OF ORDINARY SHARES
TO BE ISSUED, AS THE CASE MAY BE, FOR THE ADJUSTMENTS
MADE ACCORDING TO APPLICABLE LAWS AND CONTRACTUAL
PROVISIONS TO PROTECT THE RIGHTS OF HOLDERS OF
SECURITIES GIVING ACCESS TO THE COMPANY'S SHARE
CAPITAL, IT BEING SPECIFIED THAT THE NOMINAL AMOUNT OF
THE ORDINARY SHARES ISSUED PURSUANT TO THIS CAPITAL
INCREASE(S) SHALL NOT COUNT TOWARDS THE AMOUNT OF THE
CEILING SET IN THE THIRTY-FOURTH RESOLUTION HEREUNDER
AND IN THE TWENTY-FOURTH RESOLUTION ADOPTED BY THE
SHAREHOLDERS MEETING OF MAY 20, 2005; 4. ACKNOWLEDGES
THAT THE ISSUES OF S
PROPOSAL #O.28: DELEGATION OF AUTHORITY TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO ACKNOWLEDGE, WITH CANCELLATION OF
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS TO
HOLDERS OF WARRANTS AND CONVERTIBLE DEBT SECURITIES
ISSUED BY LUCENT TECHNOLOGIES INC., THAT SUCH WARRANTS
AND CONVERTIBLE DEBT SECURITIES ARE SECURITIES
GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY FOR
THE PURPOSE OF ISSUING THE ORDINARY SHARES OF THE
COMPANY UPON EXERCISE OR CONVERSION BY HOLDERS OF SUCH
WARRANTS AND CONVERTIBLE DEBT SECURITIES ACTING UNDER
THE CONDITIONS OF QUORUM AND MAJORITY REQUIRED FOR
EXTRAORDINARY GENERAL SHAREHOLDERS MEETINGS AND IN
ACCORDANCE WITH ARTICLES L.225-129 TO L.225-129-6,
L.228-91 AND L.225-138 OF THE FRENCH COMMERCIAL CODE,
THE GENERAL SHAREHOLDERS MEETING, HAVING REVIEWED THE
REPORT OF THE BOARD OF DIRECTORS AND THE TRANSACTION
NOTE NOTE D OPERATION , APPROVED BY THE AUTORITE DES
MARCHES FINANCIERS ON . , 2006 UNDER NUMBER . ,AND
DESCRIBING THE TERMS OF THE MERGER BETWEEN ALCATEL AND
LUCENT TECHNOLOGIES INC. (HEREINAFTER THE
TRANSACTION ) AS CONTEMPLATED BY THE AGREEMENT OF
APRIL 2, 2006, ENTITLED AGREEMENT AND PLAN OF MERGER
BETWEEN ALCATEL, LUCENT TECHNOLOGIES INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) (THE MERGER AGREEMENT ), AND THE
SPECIAL REPORT OF THE STATUTORY AUDITORS: 1. DELEGATES
TO THE BOARD OF DIRECTORS ITS AUTHORITY TO
ACKNOWLEDGE THAT, ON THE DATE WHEN THE TRANSACTION IS
CONCLUDED, THE WARRANTS AND THE CONVERTIBLE DEBT
SECURITIES PREVIOUSLY ISSUED BY LUCENT TECHNOLOGIES
INC. CONVERTIBLE OR EXERCISABLE INTO SHARES OF LUCENT
TECHNOLOGIES INC. WILL CONSTITUTE, PURSUANT TO THEIR
TERMS AND THE PROVISIONS OF THE MERGER AGREEMENT,
SECURITIES GIVING ACCESS TO SHARE CAPITAL OF ALCATEL
FOR THE PURPOSES OF CONCLUDING THE TRANSACTION
ACCORDING TO THE TERMS AND CONDITIONS OF THE MERGER
AGREEMENT; 2. SETS THE TERM OF THIS DELEGATION AT 15
MONTHS STARTING ON THE DATE OF THIS GENERAL
SHAREHOLDERS MEETING; 3. DECIDES TO ELIMINATE THE
PREFERENTIAL SUBSCRIPTION RIGHTS OF SHAREHOLDERS FOR
THE BENEFIT OF THE HOLDERS OF SHARE WARRANTS AND
CONVERTIBLE DEBT SECURITIES ISSUED BY LUCENT
TECHNOLOGIES INC.; 4) DECIDES THAT THE UNIT ISSUE
PRICE OF THE ORDINARY SHARES ISSUED PURSUANT TO THIS
DELEGATION AND SOLELY FOR THE PURPOSES OF CONCLUDING
THE TRANSACTION, WILL BE EQUAL TO THE CONVERSION PRICE
OF THE CONVERTIBLE DEBT SECURITIES OR THE EXERCISE
PRICE OF THE WARRANTS, AS THE CASE MAY BE, DIVIDED BY
THE EXCHANGE RATIO AS SET FORTH IN THE MERGER
AGREEMENT (AMOUNTING TO 0.1952 ALCATEL SHARES FOR EACH
SHARE OF LUCENT TECHNOLOGIES INC.) WITH THE MAXIMUM
LIMIT OF THE ISSUE AMOUNTING TO THE EURO EQUIVALENT OF
USD 3,767,237,327; 5. DECIDES TO SET THE MAXIMUM
AMOUNT OF THE ISSUES THAT MAY BE DECIDED BY THE BOARD
OF DIRECTORS BY VIRTUE OF THIS DELEGATION AS FOLLOWS:
THE MAXIMUM AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL INCREASE THAT MAY BE REALIZED PURSUANT TO THIS
PROPOSAL #O.29: DELEGATION OF AUTHORITY TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO DECIDE THE ISSUE, WITH CANCELLATION OF
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS, OF
ORDINARY SHARES OR SECURITIES GIVING ACCESS TO THE
SHARE CAPITAL OF THE COMPANY TO LUCENT TECHNOLOGIES
INC. TO BE DELIVERED TO HOLDERS OF STOCK OPTIONS AND
STOCK-BASED COMPENSATION INSTRUMENTS ISSUED BY LUCENT
TECHNOLOGIES INC. UPON THE EXERCISE OR CONVERSION BY
SUCH HOLDERS OF THESE INSTRUMENTS ACTING UNDER THE
CONDITIONS OF QUORUM AND MAJORITY REQUIRED FOR
EXTRAORDINARY GENERAL SHAREHOLDERS MEETINGS AND IN
ACCORDANCE WITH ARTICLES L.225-129 TO L.225-192-6, L-
225-138, L.228-92, AND L.228-93 OF THE FRENCH
COMMERCIAL CODE, THE GENERAL SHAREHOLDERS MEETING,
HAVING REVIEWED THE REPORT OF THE BOARD OF DIRECTORS
AND THE TRANSACTION NOTE (NOTE D OPERATION), APPROVED
BY THE AUTORITE DES MARCHES FINANCIERS ON . , 2006
UNDER NUMBER . , AND DESCRIBING THE TERMS OF THE
MERGER BETWEEN ALCATEL AND LUCENT TECHNOLOGIES INC.
(HEREINAFTER, THE TRANSACTION ) PROVIDED FOR BY THE
AGREEMENT OF APRIL 2, 2006 ENTITLED AGREEMENT AND PLAN
OF MERGER BETWEEN THE COMPANY, LUCENT TECHNOLOGIES
INC., A CORPORATION GOVERNED BY THE LAWS OF THE STATE
OF DELAWARE (USA), AND AURA MERGER SUB, INC. A
CORPORATION GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE (USA) (THE MERGER AGREEMENT ), AND THE
SPECIAL REPORT OF THE STATUTORY AUDITORS: 1. DELEGATES
TO THE BOARD OF DIRECTORS ITS AUTHORITY TO DECIDE,
FOR THE PURPOSES OF CONCLUDING THE TRANSACTION
PURSUANT TO THE TERMS AND CONDITIONS OF THE MERGER
AGREEMENT, ESPECIALLY WITH RESPECT TO THE TRANSFER OF
ALCATEL SHARES TO HOLDERS OF STOCK OPTIONS AND OTHER
STOCK-BASED COMPENSATION INSTRUMENTS ISSUED BY LUCENT
TECHNOLOGIES INC. DURING THE EXERCISE BY SUCH HOLDERS
OF THESE INSTRUMENTS, TO INCREASE THE SHARE CAPITAL BY
ISSUING, ON ONE OR MORE OCCASIONS, IN SUCH
PROPORTIONS AND AT SUCH TIMES AS THE BOARD SHALL
DETERMINE, ORDINARY SHARES OR SECURITIES GIVING ACCESS
TO SHARE CAPITAL; 2. DECIDES THAT THE BOARD OF
DIRECTORS MAY, IN PARTICULAR, AUTHORIZE ONE OF THE
COMPANIES IN WHICH THE COMPANY DIRECTLY OR INDIRECTLY
HOLDS MORE THAN HALF OF THE SHARE CAPITAL, TO ISSUE
ALL SECURITIES GIVING RIGHTS, THROUGH SUBSCRIPTION,
CONVERSION, EXCHANGE, REDEMPTION, PRESENTATION OF A
WARRANT OR BY ANY OTHER MEANS, TO THE ATTRIBUTION, AT
ANY TIME OR ON A FIXED DATE, OF SHARES OF THE COMPANY
THAT HAVE BEEN OR WILL BE ISSUED TO THIS EFFECT TO
REPRESENT A PORTION OF THE COMPANY'S SHARE CAPITAL; 3.
SETS THE TERM OF THIS DELEGATION OF POWERS AT 15
MONTHS, STARTING ON THE DATE OF THIS GENERAL
SHAREHOLDERS MEETING; 4. DECIDES TO ELIMINATE THE
PREFERENTIAL SUBSCRIPTION RIGHTS OF SHAREHOLDERS WITH
RESPECT TO THE ORDINARY SHARES AND THE SECURITIES
GIVING ACCESS TO SHARE CAPITAL THAT MAY BE ISSUED BY
VIRTUE OF THIS DELEGATION OF AUTHORITY GIVE RIGHT, TO
LUCENT TECHNOLOGIES INC. FOR THE PURPOSE OF THE
TRANSFER OF COMPANY SHARES TO THE HOLDERS OF STOCK
OPTIONS AND OTHER STOCK-BASED COMPENSATION INSTRUMENTS
OF LUCENT TECHNOLOGIES INC.; 5. DECIDES THAT THE UNIT
ISSUE PRICE OF THE ORDINARY
PROPOSAL #O.30: AMENDMENT OF THE COMPANY BYLAWS ISSUER YES FOR N/A
SUBJECT TO THE CONDITION PRECEDENT OF THE COMPLETION
OF THE MERGER TRANSACTION WITH LUCENT ACTING UNDER THE
CONDITIONS OF QUORUM AND MAJORITY REQUIRED FOR
EXTRAORDINARY GENERAL SHAREHOLDERS MEETINGS, THE
GENERAL SHAREHOLDERS MEETING, HAVING REVIEWED THE
REPORT OF THE BOARD OF DIRECTORS DESCRIBING THE MERGER
BETWEEN ALCATEL AND LUCENT TECHNOLOGIES INC. ( THE
TRANSACTION ) AS CONTEMPLATED BY THE AGREEMENT OF
APRIL 2, 2006, ENTITLED AGREEMENT AND PLAN OF MERGER
BETWEEN ALCATEL, LUCENT TECHNOLOGIES INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA), AND AURA MERGER SUB, INC. (A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE, USA) (THE MERGER AGREEMENT ), DECIDES
TO: AMEND ARTICLE 3 ( NAME ) OF THE ALCATEL BYLAWS AS
FOLLOWS: THE NAME OF THE COMPANY IS: ALCATEL LUCENT
ELIMINATE THE FOLLOWING PARAGRAPHS OF ARTICLE 12 (
MANAGEMENT OF THE COMPANY ) OF THE COMPANY'S BYLAWS:
WITHOUT PREJUDICE TO STATUTORY CONDITIONS PERTAINING
TO PERCENTAGES OF SEATS ON THE BOARD AND VALID
EMPLOYMENT CONTRACTS, TWO OF THE DIRECTORS MUST AT THE
TIME OF THEIR APPOINTMENT BE BOTH SALARIED EMPLOYEES
OF THE COMPANY OR OF AN AFFILIATE AND MEMBERS OF A
MUTUAL FUND IN ACCORDANCE WITH THE CONDITIONS SET OUT
BELOW, ALL MUTUAL FUNDS MEETING THE CONDITIONS BELOW
MAY NOMINATE CANDIDATES FOR APPOINTMENT TO THE BOARD
OF DIRECTORS. WITH REGARD TO THE ABOVE PROVISIONS: 1.
AN AFFILIATE OF THE ALCATEL GROUP SHALL BE DEFINED AS
ANY COMPANY IN WHICH ALCATEL DIRECTLY OR INDIRECTLY
HOLDS AT LEAST HALF OF THE VOTING RIGHTS AND/OR ANY
COMPANY IN WHICH AN ALCATEL AFFILIATE DIRECTLY OR
INDIRECTLY HOLDS AT LEAST HALF OF THE VOTING RIGHTS.
2. THE MUTUAL FUNDS REFERRED TO ABOVE ARE THOSE FORMED
AS A RESULT OF A COMPANY SHARE HOLDING SCHEME IN
WHICH THE COMPANY OR AN AFFILIATE IS A PARTICIPANT AND
HAVING AT LEAST 75% OF ITS PORTFOLIO IN COMPANY
SHARES, IF FOR ANY REASON ONE OF THE DIRECTORS
APPOINTED BY THE SHAREHOLDERS MEETING AS PROVIDED
ABOVE SHOULD NO LONGER MEET THE JOINT CONDITIONS
DEFINED ABOVE (EMPLOYEE OF THE GROUP OR AN AFFILIATE
AND MEMBER OF A MUTUAL FUND), HE SHALL AUTOMATICALLY
BE DEEMED TO HAVE RETIRED ONE CALENDAR MONTH AFTER THE
JOINT CONDITIONS ARE NO LONGER MET. SHOULD THE NUMBER
OF DIRECTORS MEETING THE JOINT CONDITIONS AS DEFINED
ABOVE (EMPLOYMENT IN THE GROUP AND MEMBERSHIP OF A
MUTUAL FUND) FALL BELOW THE NUMBER SET IN THE PRESENT
ARTICLE FOR ANY REASON WHATSOEVER, THE BOARD OF
DIRECTORS MUST MAKE UP ITS NUMBERS WITHIN THREE MONTHS
EITHER BY COOPTION OR BY CALLING A SHAREHOLDERS
MEETING TO APPOINT A DIRECTOR MEETING THE REQUIRED
CONDITIONS AMEND THE FIRST PARAGRAPH OF ARTICLE 12
(MANAGEMENT OF THE COMPANY) OF THE COMPANY'S BYLAWS AS
FOLLOWS: THE COMPANY SHALL BE MANAGED BY A BOARD OF
DIRECTORS CONSISTING OF NO LESS THAN SIX AND NO MORE
THAN FOURTEEN MEMBERS ADD THE FOLLOWING PARAGRAPH TO
THE END OF ARTICLE 12 (MANAGEMENT OF THE COMPANY) OF
THE COMPANY'S BYLAWS: IF THERE EXISTS ANY VACANCY ON
THE BOARD OF DIRECTORS FOLLOWING THE DECEASE OR
RESIGNATION O
PROPOSAL #O.31: EXTENSION OF THE TERM OF OFFICE OF THE ISSUER YES FOR N/A
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, IN LIGHT OF THE
EXCEPTIONAL CIRCUMSTANCES OF THE MERGER TRANSACTION
WITH LUCENT TECHNOLOGIES INC. ACTING UNDER THE
CONDITIONS OF QUORUM AND MAJORITY REQUIRED FOR
EXTRAORDINARY GENERAL SHAREHOLDERS MEETINGS, THE
GENERAL SHAREHOLDERS MEETING, HAVING REVIEWED THE
REPORT OF THE BOARD OF DIRECTORS, NOTING THAT THE
SUCCESSFUL CONCLUSION OF THE MERGER (THE TRANSACTION)
AS CONTEMPLATED BY THE AGREEMENT OF APRIL 2, 2006,
ENTITLED AGREEMENT AND PLAN OF MERGER BETWEEN ALCATEL,
LUCENT TECHNOLOGIES INC. (A CORPORATION INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE, USA), AND
AURA MERGER SUB, INC. (A CORPORATION INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE, USA),
CONSTITUTES EXCEPTIONAL CIRCUMSTANCES THAT JUSTIFY
TO SET ASIDE THE APPLICATION OF THE PROVISIONS OF
ARTICLE 18 OF THE BYLAWS RELATING TO THE AGE LIMIT
APPLICABLE TO THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY, DECIDES TO EXCEPTIONALLY AUTHORIZE MR. SERGE
TCHURUK TO HOLD HIS POSITION AS CHIEF EXECUTIVE
OFFICER UNTIL THE DATE OF THE MEETING OF THE BOARD OF
DIRECTORS OF THE COMPANY ACKNOWLEDGING THE COMPLETION
OF THE TRANSACTION OR THE IMPOSSIBILITY OF COMPLETING
SUCH TRANSACTION
PROPOSAL #E.32: AMENDMENT OF ARTICLE 15 OF THE BYLAWS ISSUER YES FOR N/A
RELATING TO MEETINGS OF THE BOARD OF DIRECTORS VOTING
UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS,
RESOLVE TO AMEND THE SECOND PARAGRAPH OF ARTICLE 15,
SECTION 2 OF THE ARTICLES OF INCORPORATION AND BYLAWS
OF THE COMPANY, AS FOLLOWS; EXCEPT IN THE CASES
EXCLUDED BY LAW, DIRECTORS WHO PARTICIPATE IN MEETINGS
OF THE BOARD OF DIRECTORS BY MEANS OF VIDEO
CONFERENCING OR OF TELECOMMUNICATION ENABLING THEM TO
BE IDENTIFIED AND GUARANTEEING THEIR EFFECTIVE
PARTICIPATION UNDER THE CONDITIONS PROVIDED BY
APPLICABLE LAW, SHALL BE DEEMED TO BE PRESENT FOR THE
PURPOSES OF CALCULATING THE MEETING'S QUORUM AND
MAJORITY WITHIN THE POWERS OF THE EXTRAORDINARY
SHAREHOLDERS MEETING
PROPOSAL #E.33: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE
COMPANY VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF
THE BOARD OF DIRECTORS AND THE REPORT OF THE STATUTORY
AUDITORS, AUTHORIZE THE BOARD OF DIRECTORS IN
ACCORDANCE WITH ARTICLE L.225-209 OF THE COMMERCIAL
CODE, FOR A MAXIMUM PERIOD OF 15 MONTHS STARTING FROM
THE DATE OF THIS MEETING BUT EXPIRING IN ANY EVENT ON
THE DATE OF THE SHAREHOLDERS MEETING CALLED TO
APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2006: TO CANCEL, IN ITS SOLE
DISCRETION, ON ONE OR MORE OCCASIONS, THE SHARES OF
THE COMPANY WHICH IT HOLDS AS A RESULT OF THE
IMPLEMENTATION OF THE PURCHASE PROGRAMS DECIDED ON BY
THE COMPANY, SUBJECT TO A LIMIT OF 10% OF THE TOTAL
NUMBER OF SHARES COMPRISING THE CAPITAL OF THE COMPANY
PER 24-MONTH PERIOD, AND TO REDUCE THE CAPITAL BY A
CORRESPONDING AMOUNT, CHARGING THE DIFFERENCE BETWEEN
THE PURCHASE PRICE OF THE CANCELLED SHARES AND THEIR
NOMINAL VALUE TO AVAILABLE PREMIUMS AND RESERVES,
INCLUDING, UP TO AN AMOUNT OF 10% OF THE CANCELLED
SHARE CAPITAL, TO THE LEGAL RESERVE; TO RECORD THE
COMPLETION OF THE REDUCTION OR REDUCTIONS IN CAPITAL,
TO MAKE THE CORRESPONDING AMENDMENTS TO THE ARTICLES
OF INCORPORATION AND BYLAWS AND TO CARRY OUT ANY
NECESSARY FORMALITIES, TO DELEGATE ANY POWERS
NECESSARY FOR THE IMPLEMENTATION OF ITS DECISIONS, ALL
IN ACCORDANCE WITH APPLICABLE LAWS IN FORCE AT THE
TIME THIS AUTHORIZATION IS USED
PROPOSAL #E.34: DELEGATION OF AUTHORITY TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO PROCEED WITH THE ISSUE OF ORDINARY
SHARES AND ANY SECURITIES CONFERRING AN IMMEDIATE OR
FUTURE RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR OF
ITS AFFILIATES, WITH CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHTS OR COMPANY SHARES WHICH ENTITLE TO
SECURITIES TO BE ISSUED BY SUBSIDIARIES, INCLUDING
FOR THE PURPOSES OF REMUNERATING SECURITIES THAT ARE
TENDERED IN CONNECTION WITH AN EXCHANGE OFFER. VOTING
UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, AND IN COMPLIANCE
WITH ARTICLES L.225-129, L.225-135, L.228-92 AND
L.228-93 OF THE COMMERCIAL CODE, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND
THE SPECIAL REPORT OF THE STATUTORY AUDITORS: 1.
DELEGATE TO THE BOARD OF DIRECTORS ITS AUTHORITY TO
PROCEED WITH THE INCREASE THE SHARE CAPITAL BY
ISSUING, ON ONE OR SEVERAL OCCASIONS, ON THE FRENCH
MARKET, FOREIGN MARKETS, AND/OR THE INTERNATIONAL
MARKET, IN SUCH PROPORTIONS AND AT SUCH TIMES AS THE
BOARD SHALL DETERMINE, IN EUROS OR IN ANOTHER CURRENCY
OR ESTABLISHED ACCOUNTING UNIT ESTABLISHED BY
REFERENCE TO A BASKET OF CURRENCIES; BY THE COMPANY,
ORDINARY SHARES AND SECURITIES GIVING ACCESS TO ,
IMMEDIATELY OR UPON EXPIRATION, AT ANY TIME OR ON A
FIXED DATE, THROUGH SUBSCRIPTION, CONVERSION,
EXCHANGE, REDEMPTION, PRESENTATION OF A WARRANT OR BY
ANY OTHER MEANS, THE ATTRIBUTION OF SHARES OF THE
COMPANY OR SHARES OF COMPANIES IN WHICH ALCATEL HOLDS
DIRECTLY OR INDIRECTLY MORE THAN HALF OF ITS SHARE
CAPITAL, OR A COMPANY WHICH INDIRECTLY OR DIRECTLY
HOLDS MORE THAN HALF OF ALCATEL'S SHARE CAPITAL
SUBJECT TO THE AUTHORIZATION BY THE COMPANY IN WHICH
THE RIGHTS ARE EXERCISED PRECISED THAT STOCK CAN BE
ISSUED FOR THE PURPOSES OF REMUNERATING SECURITIES
THAT ARE TENDERED IN CONNECTION WITH AN EXCHANGE OFFER
AS CONSIDERATION FOR SECURITIES THAT WOULD BE
CONTRIBUTED TO ALCATEL UNDER THE CONDITIONS PROVIDED
FOR IN ARTICLE L.225-148 OF THE FRENCH COMMERCIAL
CODE, AS PART OF A TENDER OFFER THAT INCLUDES AN
EXCHANGE OFFER, OR AS PART OF ANY OTHER TRANSACTION
THAT HAS THE SAME EFFECT AS AN EXCHANGE OFFER THAT IS
INITIATED BY THE COMPANY ON THE SHARES OF ANOTHER
COMPANY WHOSE SECURITIES ARE TRADED ON A REGULATED
MARKET IN A FOREIGN JURISDICTION, OR BY COMPANIES IN
WHICH THE COMPANY DIRECTLY OR INDIRECTLY HOLDS MORE
THAN HALF OF THE SHARE CAPITAL, OR OF A COMPANY THAT
DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF OF THE
SHARE CAPITAL OF THE COMPANY, OF ALL SECURITIES GIVING
RIGHTS, THROUGH SUBSCRIPTION, CONVERSION, EXCHANGE,
REDEMPTION, PRESENTATION OF A WARRANT OR BY ANY OTHER
MEANS, TO THE ATTRIBUTION, IMMEDIATELY OR UPON
EXPIRATION, AT ANY TIME OR ON A FIXED DATE, OF
ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL, AND PARTICULARLY WITH A VIEW TO EFFECTING AN
EXTERNAL GROWTH TRANSACTION, AND, MORE SPECIFICALLY,
THE ACQUISITION OF ANY COMPANY BY IMMEDIATE OR
DEFERRED PAYMENT IN SHARES OF THE COMPANY. 2. SET THE
PERIOD OF VALIDITY OF THIS DELEGATED POWER AT 15
MONTHS STARTING FROM THE DATE OF THIS MEET
PROPOSAL #E.35: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE
COMPANY BY THE ISSUANCE OF SHARES OR OTHER SECURITIES
CONFERRING A RIGHT TO SHARES OF THE COMPANY, RESERVED
TO PARTICIPANTS IN A COMPANY SAVINGS PLAN VOTING UNDER
THE QUORUM AND MAJORITY REQUIREMENTS OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND
THE SPECIAL REPORT OF THE STATUTORY AUDITORS: 1.
CANCEL THE AUTHORIZATION GIVEN TO THE BOARD OF
DIRECTORS BY THE 25TH RESOLUTION OF THE SHAREHOLDERS
MEETING HELD ON MAY 20, 2005, BUT WITHOUT RETROACTIVE
EFFECT AND ONLY WITH RESPECT TO THE BALANCE OF SUCH
AUTHORIZATION REMAINING UNUSED AS OF THE DATE OF THIS
SHAREHOLDERS MEETING; 2. AUTHORIZE THE BOARD OF
DIRECTORS IN THE CONTEXT OF THE PROVISIONS OF ARTICLES
L.225-138-1 AND L.229-129-6 OF THE COMMERCIAL CODE,
AND OF ARTICLE L.443-5 OF THE LABOR CODE, TO INCREASE
THE CAPITAL OF THE COMPANY ON ONE OR MORE OCCASIONS,
AT ITS SOLE INITIATIVE, BY THE ISSUE OF NEW SHARES TO
BE PAID IN CASH, AND, IF APPLICABLE, BY MEANS OF THE
CALCULATION OF THE RESERVES, EARNINGS OR PREMIUMS IN
THE SHARE CAPITAL AND BY THE FREE DISTRIBUTION OF
SHARES OR OTHER SECURITIES CONFERRING A RIGHT TO THE
CAPITAL OF THE COMPANY UNDER THE CONDITIONS SET BY
LAW, AND RESERVED TO PARTICIPANTS IN A COMPANY SAVINGS
PLAN; 3. RESOLVE THAT THE BENEFICIARIES OF THE
CAPITAL INCREASES AUTHORIZED HEREBY SHALL BE THE
PARTICIPANTS IN A COMPANY SAVINGS PLAN OF ALCATEL OR
OF AFFILIATES OF ALCATEL WITHIN THE MEANING OF ARTICLE
L.225-180 OF THE COMMERCIAL CODE, AND WHO FURTHER
SATISFY ANY CONDITIONS THAT MAY BE SET BY THE BOARD OF
DIRECTORS; 4. RESOLVE TO CANCEL THE PREFERENTIAL
SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS IN RESPECT OF
THE SHARES ISSUED IN THIS WAY, IN FAVOR OF THE SAID
BENEFICIARIES; 5. SET THE PERIOD OF VALIDITY OF THIS
DELEGATED POWER AT 15 MONTHS STARTING FROM THE DATE OF
THIS MEETING; 6. RESOLVE TO LIMIT THE MAXIMUM NUMBER
OF SHARES OF THE COMPANY WHICH MAY BE ISSUED PURSUANT
TO THIS RESOLUTION TO 3% OF THE CAPITAL OF THE COMPANY
AT THE TIME OF THE ISSUANCE; 7. RESOLVE THAT THE
SUBSCRIPTION PRICE FOR THE SHARES SHALL NOT BE MORE
THAN 5% LOWER THAN THE AVERAGE OPENING PRICES OF THE
SHARES QUOTED ON THE EUROLIST MARKET OF EURONEXT PARIS
DURING THE TWENTY TRADING SESSIONS PRECEDING THE DATE
OF THE BOARD OF DIRECTORS DECISION SETTING THE
OPENING DATE OF THE SUBSCRIPTION, NOR SHALL IT BE
HIGHER THAN THIS AVERAGE, WHICH, IF APPLICABLE, SHALL
BE CORRECTED IN THE EVENT OF A DIFFERENCE AMONG THE
DATES ON WHICH THE SHARES ARE ENTITLED TO DIVIDENDS;
ONCE THIS DELEGATION HAS BEEN IMPLEMENTED, THE BOARD
OF DIRECTORS WILL BE ABLE TO ADJUST THE AMOUNT OF THE
REDUCTION ON A CASE BY CASE BASIS IN ORDER TO COMPLY
WITH APPLICABLE LEGAL AND REGULATORY LIMITS IN THE
VARIOUS COUNTRIES THAT ARE PERTINENT TO THE
TRANSACTION; 8. AUTHORIZE THE BOARD OF DIRECTORS,
PURSUANT TO THIS AUTHORIZATION, TO ISSUE ANY
SECURITIES CONFERRING A RIGHT TO THE CAPITAL OF THE
COMPANY WHICH MIGHT BE AUTHORIZED IN THE FUTURE BY THE
LAWS
PROPOSAL #E.36: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES AGAINST N/A
OF DIRECTORS TO DISTRIBUTE EXISTING SHARES OF THE
COMPANY OR SHARES TO BE ISSUED BY THE COMPANY, FREE OF
CHARGE VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF
THE BOARD OF DIRECTORS AND THE SPECIAL REPORT OF THE
STATUTORY AUDITORS, IN ACCORDANCE WITH THE ARTICLES
L.225-197-1 AND FOLLOWING OF THE COMMERCIAL CODE: 1.
AUTHORIZE THE BOARD OF DIRECTORS TO MAKE DISTRIBUTIONS
OF EXISTING COMPANY SHARES OR OF COMPANY SHARES TO BE
ISSUED IN THE FUTURE, FREE OF CHARGE, ON ONE OR MORE
OCCASIONS, TO MEMBERS OF SALARIED STAFF, OR CERTAIN
CLASSES THEREOF, AND TO THE CHAIRMAN, CHIEF EXECUTIVE
OFFICER AND DEPUTY EXECUTIVE OFFICERS, OF ALCATEL AND
OF COMPANIES OR ECONOMIC INTEREST GROUPS AFFILIATED
THEREWITH UNDER THE CONDITIONS PROVIDED BY ARTICLE
L.225-197-2 OF THE COMMERCIAL CODE; 2. RESOLVE THAT
THE BOARD OF DIRECTORS SHALL DETERMINE THE IDENTITY OF
THE BENEFICIARIES OF SUCH DISTRIBUTIONS TOGETHER WITH
THE CONDITIONS THEREOF AND, IF APPLICABLE, THE
CRITERIA FOR THE ALLOCATION OF SUCH SHARES; 3. RESOLVE
THAT THE TOTAL NUMBER OF SHARES DISTRIBUTED FREE OF
CHARGE SHALL NOT REPRESENT MORE THAN 1% OF THE
COMPANY'S CAPITAL; 4. RESOLVE: TO SET FOR TWO YEARS
THE MINIMUM PERIOD OF EACH ACQUISITIONS PERIOD AND
SHARES RETENTIONS PERIOD, IF THE REGULATION PROVIDES
IT, AT THE DATE OF THE BOARDS OF DIRECTORS DECISION
FOR THE SCRIP ISSUE, TO DETERMINE THE MINIMUM
ACQUISITIONS PERIOD FOR FOUR YEARS AND IN THIS CASE
TO CANCEL THE RETENTIONS PERIOD, FOR ALL OR FOR A
PART OF THE SHARES GRANTED, TO GIVE ALL POWERS TO THE
BOARD OF DIRECTORS TO INCREASE THE PERIODS
AFOREMENTIONED; 5. AUTHORIZE THE BOARD OF DIRECTORS,
IF NECESSARY, DURING THE PURCHASE PERIOD, TO MAKE
ADJUSTMENTS TO THE NUMBER OF SHARES DISTRIBUTED FREE
OF CHARGE, DEPENDING UPON EVENTUAL TRANSACTIONS
AFFECTING THE CAPITAL OF THE COMPANY, IN ORDER TO
PRESERVE THE RIGHTS OF THE BENEFICIARIES; 6. IN THE
EVENT OF THE DISTRIBUTION, FREE OF CHARGE, OF SHARES
TO BE ISSUED, AUTHORIZE THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL, AT THE END OF THE PURCHASE
PERIOD, BY THE CAPITALIZATION OF RESERVES, PROFITS OR
ISSUANCE PREMIUMS IN FAVOR OF THE BENEFICIARIES OF
THE SAID SHARES AND NOTES THAT BY GIVING THIS
AUTHORIZATION, THE SHAREHOLDERS WAIVE THEIR RIGHT TO
THEIR SHARE OF THE RESERVES, PROFITS AND PREMIUMS
CAPITALIZED IN THIS WAY IN FAVOR OF THE BENEFICIARIES
OF THE SAID SHARES; 7. SET THE PERIOD OF VALIDITY OF
THIS DELEGATED POWER AT 15 MONTHS STARTING FROM THE
DATE OF THIS MEETING; 8. RESOLVE THAT THE BOARD OF
DIRECTORS SHALL HAVE ALL NECESSARY POWERS,
PARTICULARLY, IN THE EVENT OF THE DISTRIBUTION OF
SHARES TO BE ISSUED, TO SET THE AMOUNT AND NATURE OF
THE RESERVES, PROFITS AND PREMIUMS TO BE CAPITALIZED,
TO DETERMINE THE AMOUNT OF THE UNAVAILABLE RESERVE BY
DEDUCTION FROM THE PROFITS, PREMIUMS OR RESERVES LINE
ITEMS, TO FORMALLY NOTE ANY CAPITAL INCREASE EFFECTED
PURSUANT TO THIS DELEGATED POWER, TO AMEND THE
ARTICLES OF INCORPORATION AND BYL
PROPOSAL #E. A: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES FOR N/A
PROPOSAL: MODIFICATION OF ARTICLE 22 OF THE BY-LAWS-
CANCELLATION OF THE PROVISIONS LIMITING VOTING RIGHTS
NOT AGREED BY THE BOARD OF DIRECTORS THE GENERAL
SHAREHOLDERS MEETING DOES CANCEL, WITHIN ARTICLE 22 OF
THE BY-LAWS OF THE COMPANY, THE PROVISIONS LIMITING
THE VOTING RIGHTS OF THE SHAREHOLDERS IN A SHAREHOLDER
MEETING TO 8% OF THE SIMPLE VOTING RIGHTS AND TO 16%
OF THE DOUBLE VOTING RIGHTS OF THE SHAREHOLDERS.
EXPLANATION SUPPORTING THE DRAFT RESOLUTION WHY
ASKING THE CANCELLATION OF THE LIMITATION ON VOTING
RIGHTS OF THE SHAREHOLDERS AT SHAREHOLDERS MEETINGS?
FOLLOWING THE INITIATIVES OF SICAV PROXY ACTIVE
INVESTORS AND OF SEVERAL INSTITUTIONAL INVESTORS
LOOKING TO PROMOTE BETTER GOVERNANCE IN CAC 40
COMPANIES, THE BOARD OF THE SICAV PROXY ACTIVE
INVESTORS PRESENTED TO THESE COMPANIES A DRAFT
RESOLUTION FOR THEIR NEXT SHAREHOLDERS MEETING WITH A
VIEW TO CANCEL THE PROVISIONS IN THE BY-LAWS LIMITING
THE VOTING RIGHTS. THIS PROPOSAL COMES AFTER SEVERAL
DISCUSSIONS WITH SENIOR MANAGEMENT OF THESE COMPANIES
OR THEIR TEAMS. FOR THE BOARD OF THESE COMPANIES,
PROVISIONS LIMITING VOTING RIGHTS HELP PROTECT THE
COMPANY AGAINST <<CREEPING TAKEOVERS>> BY ONE OR
SEVERAL SHAREHOLDERS WHO WOULD TAKE THE BENEFIT OF THE
LOW ATTENDANCE PERCENTAGE ON THE SHAREHOLDERS
MEETINGS WITHOUT FILING A MANDATORY TENDER OFFER. THE
<<CREEPING TAKEOVER>> IS A DIFFICULT PROCESS NOWADAYS,
SINCE EACH SHAREHOLDER HAS TO INFORM THE COMPANY AND
THE MARKET AUTHORITIES UPON CROSSING CERTAIN
THRESHOLDS. MANAGEMENT OF THESE COMPANIES REFER TO LOW
ATTENDANCE PERCENTAGE (WHICH IS TRUE) AND MOST
FREQUENTLY MENTION THE HAVAS SITUATION. HAVAS EXAMPLE
SEEMS, HOWEVER, TO BE A COUNTEREXAMPLE - IT SHOWS THAT
IF THE BOARD ASKS THE SHAREHOLDERS TO TAKE POSITION
ON MAJOR SUBJECTS, THE SHAREHOLDERS ATTEND - 72% OF
THE SHAREHOLDERS EXPRESSED THEIR VOTE DURING JUN 2005
SHAREHOLDERS MEETING. IN ADDITION, SUCH PROVISIONS
PREVENT FAMILY AND INSTITUTIONAL INVESTORS HOLDING AN
IMPORTANT PORTION OF CAPITAL FROM ACTIVELY
PARTICIPATING IN THE STRATEGY OF THE COMPANY BY
SUPPORTING ACTIONS IMPLEMENTED BY THE BOARD. THEY HAVE
AN ADVERSE EFFECT BY PREVENTING THE CREATION OF
REFERENCE INVESTORS WHICH COULD, TOGETHER WITH
MANAGEMENT AND EMPLOYEE SHAREHOLDERS, OPPOSE A HOSTILE
TAKEOVER. ONLY 6 CAC40 COMPANIES STILL HAVE SUCH
LIMITATIONS ON VOTING RIGHTS, WHICH VIOLATE THE
PRINCIPLE OF EQUALITY OF SHAREHOLDERS IN A
SHAREHOLDERS MEETING - ONE SHARE, ONE VOTE - EACH
SHAREHOLDERS BEING ABLE TO VOTE TO THE EXTENT OF HIS
SHARE OF CAPITAL. ALL THOSE COMPANIES WHICH DO NOT
HAVE SUCH A PROVISION AND HAVE NO OTHER PROTECTION,
ARE NOT SUBJECT TO <<CREEPING TAKEOVERS>> EITHER (AIR
LIQUIDE, SAINT GOBAIN...). MOST OF THE INSTITUTIONAL
INVESTORS, WHETHER FRENCH OR FOREIGN, CONSIDER THAT
THIS TYPE OF PROTECTION PREVENTS THE OPTIMAL VALUATION
OF THE LISTED COMPANIES AND IN ADDITION PREVENTS THE
SHAREHOLDERS FROM CHALLENGING CERTAIN MANAGEMENT
DECISIONS, THE ONLY WAY OF CHALLENGE REMAINING A
HOSTILE TAKEOVER. IN 2005, THE SHAREHOLDERS HAVE
REJECTE
PROPOSAL #E.37: THE SHAREHOLDERS GIVE ALL NECESSARY ISSUER YES FOR N/A
POWERS TO THE BEARER OF AN ORIGINAL, COPY OR EXTRACT
OF THE MINUTES OF THIS SHAREHOLDERS MEETING, TO
EFFECT ALL FILINGS AND CARRY OUT OTHER FORMALITIES, AS
NECESSARY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCATEL-LUCENT
TICKER: ALU CUSIP: 013904305
MEETING DATE: 6/1/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: APPROVAL OF THE FINANCIAL STATEMENTS FOR ISSUER YES FOR FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2006.
PROPOSAL #O2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.
PROPOSAL #O3: RESULTS FOR THE FISCAL YEAR - ISSUER YES FOR FOR
APPROPRIATION.
PROPOSAL #O4: SETTING OF ATTENDANCE FEES ATTRIBUTED TO ISSUER YES FOR FOR
THE DIRECTORS.
PROPOSAL #O5: SETTING OF THE REMUNERATION ATTRIBUTED ISSUER YES FOR FOR
TO THE <<CENSEURS>>.
PROPOSAL #O6: RATIFICATION OF THE APPOINTMENT OF LADY ISSUER YES FOR FOR
JAY AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O7: RATIFICATION OF THE APPOINTMENT OF MR ISSUER YES FOR FOR
JEAN-CYRIL SPINETTA AS MEMBER OF THE BOARD OF
DIRECTORS.
PROPOSAL #O8: APPROVAL OF RELATED PARTY AGREEMENTS ISSUER YES FOR FOR
ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE
FISCAL YEAR.
PROPOSAL #O9: APPROVAL OF AGREEMENTS WITH THE CHIEF ISSUER YES FOR FOR
EXECUTIVE OFFICER.
PROPOSAL #O10: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES AGAINST AGAINST
OF DIRECTORS TO ALLOW THE COMPANY TO PURCHASE AND SELL
ITS OWN SHARES.
PROPOSAL #E11: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE
COMPANY.
PROPOSAL #E12: DELEGATION OF AUTHORITY TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS TO PROCEED WITH (I) THE ISSUE WITHOUT
CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS OF
ORDINARY SHARES AND OF SECURITIES CONFERRING AN
IMMEDIATE OR FUTURE RIGHT TO THE SHARE CAPITAL OF THE
COMPANY OR OF ITS AFFILIATES AND (II) THE INCREASE IN
SHARE CAPITAL THROUGH INCORPORATION OF PREMIUMS,
RESERVES, PROFITS OR OTHERWISE.
PROPOSAL #E13: DELEGATION OF AUTHORITY TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS TO PROCEED WITH THE ISSUE OF CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF (I) ORDINARY
SHARES AND ANY SECURITIES CONFERRING AN IMMEDIATE OR
FUTURE RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR OF
ITS AFFILIATES OR OF (II) COMPANY ORDINARY SHARES
WHICH CONFER A RIGHT TO THE ISSUANCE OF SECURITIES TO
BE ISSUED BY SUBSIDIARIES, INCLUDING FOR THE PURPOSES
OF REMUNERATING SECURITIES THAT ARE TENDERED IN
CONNECTION WITH AN EXCHANGE OFFER.
PROPOSAL #E14: DELEGATION OF AUTHORITY TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS TO CARRY OUT A SHARE CAPITAL INCREASE TO
REMUNERATE CONTRIBUTIONS IN KIND OF CAPITAL STOCK OR
MARKETABLE SECURITIES GIVING ACCESS TO THE CAPITAL OF
THIRD-PARTY COMPANIES.
PROPOSAL #E15: AGGREGATE LIMIT TO THE AMOUNT OF ISSUER YES FOR FOR
ISSUANCES CARRIED OUT BY VIRTUE OF THE 12TH, 13TH, AND
14TH RESOLUTIONS.
PROPOSAL #E16: DELEGATION OF AUTHORITY GRANTED TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO DECIDE ON THE DISPOSAL OR
INCREASE OF SHARE CAPITAL BY THE ISSUANCES OF SHARES
RESERVED TO THE PARTICIPANTS IN A COMPANY SAVINGS PLAN.
PROPOSAL #E17: AUTHORIZATION GIVEN TO THE BOARD OF ISSUER YES AGAINST AGAINST
DIRECTORS FOR A FREE BONUS ISSUE OF EXISTING SHARES OR
OF SHARES TO BE ISSUED BY THE COMPANY.
PROPOSAL #E18: MODIFICATION OF BY-LAWS ARTICLE NUMBER ISSUER YES FOR FOR
21 RELATING TO SHAREHOLDERS MEETINGS.
PROPOSAL #E19: POWERS. ISSUER YES FOR FOR
PROPOSAL #E20: RESOLUTION A PROPOSED BY SHAREHOLDERS - SHAREHOLDER YES FOR AGAINST
NOT AGREED BY THE BOARD OF DIRECTORS: MODIFICATION OF
ARTICLE 22 OF THE BY-LAWS; CANCELLATION OF THE
PROVISIONS LIMITING VOTING RIGHTS.
PROPOSAL #E21: AMENDMENTS OR NEW RESOLUTIONS PROPOSED ISSUER YES FOR FOR
AT THE MEETING.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCATEL-LUCENT, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVAL OF THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
FOR THE FISCAL YEAR ENDED 31 DEC 2006
PROPOSAL #O.2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE FISCAL YEAR ENDED 31 DEC 2006
PROPOSAL #O.3: RESULTS FOR THE FISCAL YEAR - ISSUER YES FOR N/A
APPROPRIATION
PROPOSAL #O.4: SETTING OF ATTENDANCE FEES ATTRIBUTED ISSUER YES FOR N/A
TO THE DIRECTORS
PROPOSAL #O.5: SETTING OF THE REMUNERATION ATTRIBUTED ISSUER YES FOR N/A
TO THE CENSEURS
PROPOSAL #O.6: RATIFICATION OF THE APPOINTMENT OF LADY ISSUER YES FOR N/A
JAY AS MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #O.7: RATIFICATION OF THE APPOINTMENT OF MR. ISSUER YES FOR N/A
JEAN-CYRIL SPINETTA AS MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #O.8: APPROVAL OF RELATED PARTY AGREEMENTS ISSUER YES FOR N/A
ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE
FISCAL YEAR
PROPOSAL #O.9: APPROVAL OF AGREEMENTS WITH THE CHIEF ISSUER YES FOR N/A
EXECUTIVE OFFICER
PROPOSAL #O.10: AUTHORIZATION GIVEN TO THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS TO ALLOW THE COMPANY TO PURCHASE AND SELL
ITS OWN SHARES
PROPOSAL #E.11: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE
PROPOSAL #E.12: DELEGATION OF AUTHORITY TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO PROCEED WITH (I) THE ISSUE WITHOUT
CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS OF
ORDINARY SHARES AND OF SECURITIES CONFERRING AN
IMMEDIATE OR FUTURE RIGHT TO THE SHARE CAPITAL OF THE
COMPANY OR OF ITS AFFILIATES AND (II) THE INCREASE IN
SHARE CAPITAL THROUGH INCORPORATION OF PREMIUMS,
RESERVES, PROFITS OR OTHERWISE
PROPOSAL #E.13: DELEGATION OF AUTHORITY TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO PROCEED WITH THE ISSUE OF CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF (I) ORDINARY
SHARES AND ANY SECURITIES CONFERRING AN IMMEDIATE OR
FUTURE RIGHT TO THE SHARE CAPITAL OF THE COMPANY OR OF
ITS AFFILIATES OR OF (II) COMPANY ORDINARY SHARES
WHICH CONFER A RIGHT TO THE ISSUANCE OF SECURITIES TO
BE ISSUED BY SUBSIDIARIES, INCLUDING FOR THE PURPOSES
OF REMUNERATING SECURITIES THAT ARE TENDERED IN
CONNECTION WITH AN EXCHANGE OFFER
PROPOSAL #E.14: DELEGATION OF AUTHORITY TO THE BOARD ISSUER YES FOR N/A
OF DIRECTORS TO CARRY OUT A SHARE CAPITAL INCREASE TO
REMUNERATE CONTRIBUTIONS IN KIND OF CAPITAL STOCK OR
MARKETABLE SECURITIES GIVING ACCESS TO THE CAPITAL OF
THIRD-PARTY COMPANIES
PROPOSAL #E.15: AGGREGATE LIMIT TO THE AMOUNT OF ISSUER YES FOR N/A
ISSUANCES CARRIED OUT BY VIRTUE OF THE 12TH,13TH, AND
14TH RESOLUTIONS
PROPOSAL #E.16: DELEGATION OF AUTHORITY GRANTED TO THE ISSUER YES FOR N/A
BOARD OF DIRECTORS TO DECIDE ON THE DISPOSAL OR
INCREASE OF SHARE CAPITAL BY THE ISSUANCES OF SHARES
RESERVED TO THE PARTICIPANTS IN A COMPANY SAVINGS PLAN
PROPOSAL #E.17: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES AGAINST N/A
OF DIRECTORS FOR A FREE BONUS ISSUE OFEXISTING SHARES
OR OF SHARES TO BE ISSUED BY THE COMPANY
PROPOSAL #E.18: MODIFICATION OF BY-LAWS ARTICLE NUMBER ISSUER YES FOR N/A
21 RELATING TO SHAREHOLDERS MEETINGS
PROPOSAL #E.19: POWERS ISSUER YES FOR N/A
PROPOSAL #A.: RESOLUTION PROPOSED BY SHAREHOLDERS - ISSUER YES FOR N/A
NOT AGREED BY THE BOARD OF DIRECTORS : MODIFICATION OF
ARTICLE 22 OF THE BY-LAWS ; CANCELLATION OF THE
PROVISIONS LIMITING VOTING RIGHTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALFRESA HOLDINGS CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALLIANCE BOOTS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE ?WITH OR WITHOUT MODIFICATION? A ISSUER YES FOR N/A
SCHEME OF ARRANGEMENT TO BE MADE BETWEEN ALLIANCE
BOOTS PLC ? THE COMPANY? AND THE HOLDERS OF SCHEME
SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALLIANCE BOOTS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/31/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, FOR THE PURPOSE OF GIVING ISSUER YES FOR N/A
EFFECT TO THE SCHEME OF ARRANGEMENT DATED 08 MAY 2007
?THE SCHEME? IN ITS ORIGINAL FORM OR WITH OR SUBJECT
TO ANY MODIFICATION, ADDITION OR CONDITION ?INCLUDING,
WITHOUT LIMITATION, ANY MODIFICATION OR ADDITION
WHICH REPRESENTS AN IMPROVEMENT IN THE VALUE AND/OR
TERMS OF THE SCHEME TO HOLDERS OF SCHEME SHARES ?AS
DEFINED THEREIN?? AGREED BY THE COMPANY AND AB
ACQUISITIONS LIMITED WHICH THE COURT MAY THINK FIT TO
APPROVE OR IMPOSE: I) AUTHORIZE THE DIRECTORS OF THE
COMPANY TO TAKE ALL SUCH ACTION AS THEY CONSIDER
NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO
EFFECT; II) THE ISSUED SHARE CAPITAL OF THE COMPANY
SHALL BE REDUCED BY CANCELING AND EXTINGUISHING ALL OF
THE CANCELLATION SHARES ?AS DEFINED IN THE SCHEME?;
III) SUBJECT TO, AND FORTHWITH UPON, THE REDUCTION OF
CAPITAL REFERRED IN THIS RESOLUTION ABOVE TAKING
EFFECT AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE ARTICLES OF ASSOCIATION OF THE COMPANY: A) THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY BE INCREASED
TO ITS FORMER AMOUNT BY THE CREATION OF SUCH NUMBER OF
NEW ORDINARY SHARES OF 37 7/39 PENCE EACH AS HAVE AN
AGGREGATE NOMINAL VALUE EQUAL TO THE AGGREGATE NOMINAL
VALUE OF THE CANCELLATION SHARES CANCELLED PURSUANT
TO THIS RESOLUTION; B) THE RESERVE ARISING IN THE
BOOKS OF ACCOUNT OF THE COMPANY AS A RESULT OF THE
CANCELLATION OF THE CANCELLATION SHARES BE APPLIED IN
PAYING UP IN FULL AT PAR THE NEW ORDINARY SHARES OF 37
7/39 PENCE SO CREATED, SUCH NEW ORDINARY SHARES TO BE
ALLOTTED AND ISSUED CREDITED AS FULLY PAID TO AB
ACQUISITIONS LIMITED AND/OR ITS NOMINEE(S); AND IV)
AUTHORIZE THE DIRECTORS OF THE COMPANY PURSUANT TO AND
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT
1985 TO GIVE EFFECT TO THIS RESOLUTION AND ACCORDINGLY
TO EFFECT THE ALLOTMENT OF THE NEW ORDINARY SHARES
REFERRED TO IN THIS RESOLUTION ABOVE PROVIDED THAT:
THE MAXIMUM AGGREGATE NOMINAL AMOUNT OF SHARES WHICH
MAY BE ALLOTTED HEREUNDER SHALL BE THE AGGREGATE
NOMINAL AMOUNT OF THE NEW ORDINARY SHARES CREATED
PURSUANT TO THIS RESOLUTION; AND ?AUTHORITY EXPIRES ON
THE 5 ANNIVERSARY OF THIS RESOLUTION?; THIS AUTHORITY
SHALL BE WITHOUT PREJUDICE AND IN ADDITION TO ANY
OTHER AUTHORITY UNDER THE SAID SECTION 80 PREVIOUSLY
GRANTED BEFORE THE DATE ON WHICH THIS RESOLUTION IS
PASSED?; AND AMEND THE ARTICLE 151 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALLIANZ SE, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE APPROVED ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND THE APPROVED CONSOLIDATED
FINANCIAL STATEMENTS AS OF AND FOR THE FYE 31 DEC
2006, AND OF THE MANAGEMENT REPORTS FOR ALLIANZ SE AND
FOR THE GROUP AS WELL AS THE REPORT OF THE
SUPERVISORY BOARD FOR THE FY 2006
PROPOSAL #2.: APPROPRIATION OF NET EARNINGS ISSUER YES FOR N/A
PROPOSAL #3.: APPROVAL OF THE ACTIONS OF THE MEMBERS ISSUER YES FOR N/A
OF THE BOARD OF MANAGEMENT OF ALLIANZ AG AND OF THE
MEMBERS OF THE BOARD OF MANAGEMENT OF ALLIANZ SE
PROPOSAL #4.: APPROVAL OF THE ACTIONS OF THE MEMBERS ISSUER YES FOR N/A
OF THE SUPERVISORY BOARD OF ALLIANZ AGAND OF THE
MEMBERS OF THE SUPERVISORY BOARD OF ALLIANZ SE
PROPOSAL #5.1: ELECT DR. WULF H. BERNOTAT, ESSEN AS A ISSUER YES FOR N/A
MEMBER TO THE SUPERVISORY BOARD
PROPOSAL #5.2: ELECT DR. GERHARD CROMME, ESSEN AS A ISSUER YES FOR N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.3: ELECT DR. FRANZ B. HUMER, BASEL AS A ISSUER YES FOR N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.4: ELECT PROF. DR. RENATE KOCHER, KONSTANZ ISSUER YES FOR N/A
AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.5: ELECT MR. IGOR LANDAU, PARIS, FRANCE AS ISSUER YES FOR N/A
A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.6: ELECT DR. HENNING SCHULTE-NOELLE, ISSUER YES FOR N/A
MUNICH AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.7: ELECT DR. JURGEN THAN, HOFHEIM A. TS., ISSUER YES FOR N/A
AS A SUBSTITUTE MEMBER FOR THE SHAREHOLDER
REPRESENTATIVES OF THE SUPERVISORY BOARD OF ALLIANZ SE
PROPOSAL #5.8: ELECT MR. JEAN-JACQUES CETTE, GENTILLY, ISSUER YES FOR N/A
FRANCE AS A MEMBER OF THE SUPERVISORYBOARD
PROPOSAL #5.9: ELECT MR. CLAUDIA EGGERT-LEHMANN, HAGEN ISSUER YES FOR N/A
AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.10: ELECT MR. GODFREY ROBERT HAYWARD, ISSUER YES FOR N/A
ASHFORD, KENT, UK AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.11: ELECT MR. PETER KOSSUBEK, BAYERBACH AS ISSUER YES FOR N/A
A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.12: ELECT MR. JORG REINBRECHT, BERLIN AS A ISSUER YES FOR N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.13: ELECT MR. ROLF ZIMMERMANN, FRANKFURT ISSUER YES FOR N/A
AM MAIN AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.14: ELECT MR. CLAUDINE LUTZ, STRASBOURG, ISSUER YES FOR N/A
FRANCE, EMPLOYEE ASSURANCE GENERALES DE FRANCE S.A.,
FRANCE, AS SUBSTITUTE MEMBER FOR MR. JEAN-JACQUES CETTE
PROPOSAL #5.15: ELECT MR. CHRISTIAN HOHN, MUNICH, ISSUER YES FOR N/A
EMPLOYEE AND WORKS COUNCIL MEMBER RELEASED OF NORMAL
DUTIES DRESDNER BANK AG, AS SUBSTITUTE MEMBER FOR MR.
CLAUDIA EGGERT-LEHMANN
PROPOSAL #5.16: ELECT MR. EVAN HALL, BRISTOL, UNITED ISSUER YES FOR N/A
KINGDOM, EMPLOYEE ALLIANZ CORNHILL INSURANCE PLC,
UNITED KINGDOM, AS SUBSTITUTE MEMBER FOR MR. GODFREY
ROBERT HAYWARD
PROPOSAL #5.17: ELECT MR. MARLENE WENDLER, KARLSRUHE, ISSUER YES FOR N/A
EMPLOYEE ALLIANZ PRIVATE KRANKENVERSICHERUNGS-
AKTIENGESELLSCHAFT, AS SUBSTITUTE MEMBER FOR MR. PETER
KOSSUBEK
PROPOSAL #5.18: ELECT MR. FRANK LEHMHAGEN, NEU ISSUER YES FOR N/A
WULMSTORF, EMPLOYEE VEREINTE
DIENSTLEISTUNGSGEWERKSCHAFT VER.DI, AS SUBSTITUTE
MEMBER FOR MR. JORG REINBRECHT
PROPOSAL #5.19: ELECT MR. HEINZ KONIG, DOBEL, EMPLOYEE ISSUER YES FOR N/A
AND WORKS COUNCIL MEMBER RELEASED OF NORMAL DUTIES
ALLIANZ BERATUNGS-UND VETRIEBS-AG, AS SUBSTITUTE
MEMBER FOR MR. ROLF ZIMMERMANN
PROPOSAL #6.: REMUNERATION OF THE FIRST SUPERVISORY ISSUER YES FOR N/A
BOARD OF ALLIANZ SE
PROPOSAL #7.: CONSENT TO THE CONVEYANCE OF INFORMATION ISSUER YES FOR N/A
TO SHAREHOLDERS BY REMOTE DATA TRANSMISSION AND
CORRESPONDING AMENDMENT TO THE STATUTES
PROPOSAL #8.: AUTHORIZATION TO ACQUIRE TREASURY SHARES ISSUER YES FOR N/A
FOR TRADING PURPOSES
PROPOSAL #9.: AUTHORIZATION TO ACQUIRE AND UTILIZE ISSUER YES AGAINST N/A
TREASURY SHARES FOR OTHER PURPOSES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALON USA ENERGY, INC.
TICKER: ALJ CUSIP: 020520102
MEETING DATE: 5/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ITZHAK BADER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: BOAZ BIRAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EREZ MELTZER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: SHAUL GLIKSBERG ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RON W. HADDOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFF D. MORRIS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: YESHAYAHU PERY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ZALMAN SEGAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AVRAHAM SHOCHAT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID WIESSMAN ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS ALON'S INDEPENDENT REGISTERED ACCOUNTING FIRM
FOR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALPHARMA INC.
TICKER: ALO CUSIP: 020813101
MEETING DATE: 6/5/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FINN BERG JACOBSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER W. LADELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEAN J. MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAMON M. PEREZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID C. U'PRICHARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER G. TOMBROS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF BDO ISSUER YES FOR FOR
SEIDMAN, LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2007 FISCAL YEAR.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 4/26/2007 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 - CUMULATIVE SHAREHOLDER YES AGAINST FOR
VOTING
PROPOSAL #04: STOCKHOLDER PROPOSAL 2 - INFORMING SHAREHOLDER YES ABSTAIN AGAINST
CHILDREN OF THEIR RIGHTS IF FORCED TO INCUR SECONDHAND
SMOKE
PROPOSAL #05: STOCKHOLDER PROPOSAL 3 - STOP ALL SHAREHOLDER YES ABSTAIN AGAINST
COMPANY-SPONSORED CAMPAIGNS ALLEGEDLY ORIENTED TO
PREVENT YOUTH FROM SMOKING
PROPOSAL #06: STOCKHOLDER PROPOSAL 4 - GET OUT OF SHAREHOLDER YES ABSTAIN AGAINST
TRADITIONAL TOBACCO BUSINESS BY 2010
PROPOSAL #07: STOCKHOLDER PROPOSAL 5 - ANIMAL WELFARE SHAREHOLDER YES ABSTAIN AGAINST
POLICY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALUMINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2007 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 2006
PROPOSAL #2.: ADOPT THE REMUNERATION REPORT FOR FY 31 ISSUER YES AGAINST N/A
DEC 2006
PROPOSAL #3.: RE-ELECT MR. P.A.F. HAY AS A DIRECTOR ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #S.4: AMEND THE COMPANY'S CONSTITUTION, ISSUER YES FOR N/A
PURSUANT TO SECTION 136(2) OF THE CORPORATIONS ACT
2001 ?CTH? AS SPECIFIED
PROPOSAL #5.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMAZON.COM, INC.
TICKER: AMZN CUSIP: 023135106
MEETING DATE: 6/14/2007 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 APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS
PROPOSAL #03: RE-APPROVAL OF MATERIAL TERMS OF ISSUER YES FOR FOR
PERFORMANCE GOALS IN 1997 STOCK INCENTIVE PLAN
PURSUANT TO SECTION 162(M) OF INTERNAL REVENUE CODE.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMCOR LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL REPORT ISSUER YES FOR N/A
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS IN
RESPECT OF THE YE 30 JUN 2006
PROPOSAL #2.: ADOPT THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
COMPANY INCLUDING IN THE REPORT FOR THE DIRECTORS
FOR THE YE 30 JUN 2006
PROPOSAL #3.a: RE-ELECT MR. RONALD KEITH BARTON AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE CONSTITUTION
PROPOSAL #3.b: RE-ELECT MR. GEORGE JOHN PIZZEY AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE CONSTITUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICA MOVIL SA DE CV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: NOMINATION AND/OR RATIFICATION, IF ISSUER NO N/A N/A
RELEVANT, OF THE MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY WHOM THE SERIES L SHAREHOLDERS HAVE THE
RIGHT TO DESIGNATE, RESOLUTIONS IN THE REGARD
PROPOSAL #2.: DESIGNATION OF DELEGATES THE RESOLUTIONS ISSUER NO N/A N/A
PASSED BY THE GENERAL MEETING AND IFRELEVANT
FORMALIZE THEM AS APPROPRIATE; RESOLUTIONS IN THE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICA MOVIL, S.A.B. DE C.V.
TICKER: AMX CUSIP: 02364W105
MEETING DATE: 4/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I: APPOINTMENT OR, AS THE CASE MAY BE, ISSUER YES FOR N/A
REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY THAT THE HOLDERS OF THE SERIES L SHARES
ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS
THEREON.
PROPOSAL #II: APPOINTMENT OF DELEGATES TO EXECUTE AND, ISSUER YES FOR N/A
IF APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY
THE MEETING. ADOPTION OF RESOLUTIONS THEREON.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN COMMERCIAL LINES INC.
TICKER: ACLI CUSIP: 025195207
MEETING DATE: 5/21/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CLAYTON K. YEUTTER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EUGENE I. DAVIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK R. HOLDEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. HUBER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NILS E. LARSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EMANUEL L. ROUVELAS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. CHRISTOPHER WEBER ISSUER YES FOR FOR
PROPOSAL #02: FOR RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN EXPRESS COMPANY
TICKER: AXP CUSIP: 025816109
MEETING DATE: 4/23/2007 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: V.E. JORDAN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LESCHLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.C. LEVIN 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: S.S. REINEMUND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.D. WALTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #02: THE SELECTION OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR 2007.
PROPOSAL #03: A PROPOSAL TO APPROVE THE AMERICAN ISSUER YES FOR FOR
EXPRESS COMPANY 2007 INCENTIVE COMPENSATION PLAN.
PROPOSAL #04: A SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING FOR DIRECTORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN FINANCIAL GROUP, INC.
TICKER: AFG CUSIP: 025932104
MEETING DATE: 5/17/2007 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 2007.
PROPOSAL #03: PROPOSAL TO APPROVE THE 2007 ANNUAL ISSUER YES FOR FOR
SENIOR EXECUTIVE BONUS PLAN AND THE PERFORMANCE GOALS
USED TO DETERMINE THE AMOUNT OF CASH BONUS PAYMENTS TO
BE AWARDED UNDER THE PLAN AS DESCRIBED THEREIN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN GREETINGS CORPORATION
TICKER: AM CUSIP: 026375105
MEETING DATE: 6/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DR. SCOTT S. COWEN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM E MACDONALD III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. RATNER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ZEV WEISS ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE AMERICAN GREETINGS ISSUER YES AGAINST AGAINST
CORPORATION 2007 OMNIBUS INCENTIVE COMPENSATION PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN INTERNATIONAL GROUP, INC.
TICKER: AIG CUSIP: 026874107
MEETING DATE: 5/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARSHALL A. COHEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN S. FELDSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELLEN V. FUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN L. HAMMERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD C. HOLBROOKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRED H. LANGHAMMER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE L. MILES, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MORRIS W. OFFIT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES F. ORR III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VIRGINIA M. ROMETTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN J. SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL H. SUTTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDMUND S.W. TSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. WILLUMSTAD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK G. ZARB ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007.
PROPOSAL #03: ADOPTION OF THE AMERICAN INTERNATIONAL ISSUER YES FOR FOR
GROUP, INC. 2007 STOCK INCENTIVE PLAN.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
PERFORMANCE-BASED STOCK OPTIONS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERIPRISE FINANCIAL, INC.
TICKER: AMP CUSIP: 03076C106
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: JAMES M. ISSUER YES FOR FOR
CRACCHIOLO.
PROPOSAL #1B: ELECTION OF DIRECTOR: WARREN D. KNOWLTON. ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: H. JAY SARLES. ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ROBERT F. SHARPE, ISSUER YES FOR FOR
JR.
PROPOSAL #02: PROPOSAL TO APPROVE THE AMENDED AND ISSUER YES FOR FOR
RESTATED AMERIPRISE FINANCIAL 2005 INCENTIVE
COMPENSATION PLAN.
PROPOSAL #03: PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERISOURCEBERGEN CORPORATION
TICKER: ABC CUSIP: 03073E105
MEETING DATE: 2/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KURT J. HILZINGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY W. MCGEE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMR CORPORATION
TICKER: AMR CUSIP: 001765106
MEETING DATE: 5/16/2007 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: 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 BY THE ISSUER YES FOR FOR
AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE YEAR 2007
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING FOR THE ELECTION OF DIRECTORS
PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO SPECIAL SHAREHOLDER YES AGAINST FOR
SHAREHOLDER MEETINGS
PROPOSAL #05: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
PERFORMANCE BASED STOCK OPTIONS
PROPOSAL #06: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
ADVISORY RESOLUTION TO RATIFY EXECUTIVE COMPENSATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMVESCAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS FOR THE ISSUER YES FOR N/A
YE 31 DEC 2006 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON, AS SPECIFIED
PROPOSAL #2.: RECEIVE AND ADOPT THE REPORT OF THE ISSUER YES FOR N/A
BOARD ON REMUNERATION, AS SPECIFIED
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF USD 0.104 ISSUER YES FOR N/A
PER ORDINARY SHARE, PAYABLE ON 30 MAY 2007 TO
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS
ON 27 APR 2007
PROPOSAL #4.: RE-ELECT MR. JOSEPH R. CANION AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION IN
ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #5.: RE-ELECT MR. EDWARD LAWRENCE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION IN
ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #6.: RE-ELECT MR. JAMES ROBERTSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION IN
ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #7.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS, UNTIL THE CONCLUSION OF THE NEXT MEETING OF
SHAREHOLDERS AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE AUDIT COMMITTEE TO FIX THEIR
REMUNERATION
PROPOSAL #S.8: APPROVE TO CHANGE THE NAME OF THE ISSUER YES FOR N/A
COMPANY TO INVESCO PLC
PROPOSAL #9.: AUTHORIZE THE DIRECTOR OF THE COMPANY, ISSUER YES FOR N/A
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT RELEVANT SECURITIES ?AS SPECIFIED? UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 21,240,000;
?AUTHORITY EXPIRES ON 22 MAY 2012?; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES ?SECTION 94 OF THE
COMPANIES ACT? FOR CASH, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS ?SECTION 89(1) OF THE ACT?,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES: I) IN CONNECTION WITH A RIGHTS
ISSUE, BEING AN OFFER OF EQUITY SECURITIES TO THE
HOLDERS ?OTHER THAN THE COMPANY? OF ORDINARY SHARES;
AND II) UP TO AN AGGREGATE NOMINAL VALUE NOT EXCEEDING
USD 4,180,000; ?AUTHORITY EXPIRES ON 22 MAY 2012?;
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; THE
NOMINAL AMOUNT OF ANY SECURITIES SHALL BE TAKEN TO BE,
IN THE CASE OF RIGHTS TO SUBSCRIBE FOR, OR CONVERT
ANY SECURITIES INTO, SHARES OF THE COMPANY, THE
NOMINAL VALUE OF SUCH SHARES WHICH MAY BE ISSUED
PURSUANT TO SUCH RIGHTS
PROPOSAL #S.11: AUTHORIZE THE COMPANY, PURSUANT TO ISSUER YES FOR N/A
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES ?SECTION 163 OF THAT ACT 1985? OF UP TO
82,900,000 ORDINARY SHARES OF USD 0.10 EACH IN THE
CAPITAL OF THE COMPANY ?ORDINARY SHARES?, AT A MINIMUM
PRICE OF USD 0.10 PER ORDINARY SHARE AND NOT MORE
THAN 105% OF THE AVERAGE OF THE MIDDLE MARKET PRICE
SHOWN IN QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 22 AUG 2008?; 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.12: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT
2006 TO SEND, CONVEY OR SUPPLY ALL TYPES OF NOTICES,
DOCUMENTS OR INFORMATION TO THE SHAREHOLDERS BY MEANS
OF ELECTRONIC EQUIPMENT FOR THE PROCESSING ?INCLUDING
DIGITAL COMPRESSION?, STORAGE AND TRANSMISSION OF
DATA, EMPLOYING WIRES, RADIO OPTICAL TECHNOLOGIES, OR
ANY OTHER ELECTROMAGNETIC MEANS, INCLUDING BY MAKING
SUCH NOTICES, DOCUMENT OR INFORMATION AVAILABLE ON A
WEBSITE; APPROVE AND ADOPT THE ARTICLES OF
ASSOCIATION, SAVE FOR THE CHANGE MARKED IN RESPECT OF
ARTICLE 96.1, AS SPECIFIED, AS THE NEW ARTICLES OF
ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR AND TO
THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION
WITH EFFECT FROM THE END OF THIS MEETING
PROPOSAL #S.13: AMEND ARTICLE 96.1 OF THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANADOLU EFES BIRACILIK VE MALT SANAYI AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE BOARD OF ASSEMBLY AND ISSUER NO N/A N/A
AUTHORIZE THE BOARD OF ASSEMBLY TO SIGN THE MINUTES OF
THE MEETING ON BEHALF OF THE GENERAL ASSEMBLY
PROPOSAL #2.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS, BOARD OF AUDITORS AND THE INDEPENDENT
EXTERNAL AUDIT COMPANY
PROPOSAL #3.: APPROVE THE CONSOLIDATED INCOME ISSUER NO N/A N/A
STATEMENT AND BALANCE SHEET FOR 2006 CALENDARYEAR
PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCE
REPORTING STANDARDS (AS PER THE REGULATIONS OF CMB)
PROPOSAL #4.: APPROVE TO RELEASE THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND BOARD OF AUDITORS
PROPOSAL #5.: APPROVE THE DISTRIBUTION OF PROFITS ISSUER NO N/A N/A
PROPOSAL #6.: ELECT THE NEW MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND THE BOARD OF AUDITORS IN PLACE OF THOSE
WHOSE TERMS OF OFFICE HAVE EXPIRED AND APPROVE TO
DETERMINE THE TERMS OF OFFICE AND REMUNERATION
PROPOSAL #7.: APPROVE THE DONATIONS MADE BY THE ISSUER NO N/A N/A
COMPANY IN 2006
PROPOSAL #8.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AS PER ARTICLES 334 AND 335 OF THE TURKISH
COMMERCIAL CODE
PROPOSAL #9.: APPROVE, ACCORDING TO THE CAPITAL ISSUER NO N/A N/A
MARKETS BOARD COMMUNIQUE REGARDING EXTERNAL
INDEPENDENT AUDIT , FOR THE SELECTION BY THE BOARD OF
DIRECTORS OF THE EXTERNAL AUDIT COMPANY
PROPOSAL #10.: APPROVE THE INFORMATION TO BE GIVEN TO ISSUER NO N/A N/A
THE GENERAL ASSEMBLY FOR THE PROFIT DISTRIBUTION
POLICY FOR 2007 AND BEYOND AS PER CAPITAL MARKETS
BOARD DECISION NO. 2/53 DATED 18 JAN 2007
PROPOSAL #11.: AMEND THE COMPANY'S ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION ACCORDING TO THE CLOSED DRAFT AMENDMENT,
AS PER THE APPROVALS OF THE CAPITAL MARKETS BOARD AND
THE MINISTRY OF INDUSTRY AND TRADE
PROPOSAL #12.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO AMERICAN PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2007 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 REPORTSOF THE DIRECTORS
AND AUDITORS FOR THE YE 31 DEC 2006
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 75 US CENTS ISSUER YES FOR N/A
PER ORDINARY SHARE PAYABLE ON 03 MAY 2007 TO THOSE
SHAREHOLDERS REGISTERED AT THE CLOSE OF BUSINESS ON 16
MAR 2007
PROPOSAL #3.: ELECT MR. CYNTHIA CARROLL AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. CHRIS FAY AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: RE-ELECT SIR ROB MARGETTS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. NICKY OPPENHEIMER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY FOR THE ENSUING YEAR
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #9.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2006 AS SPECIFIED
PROPOSAL #10.: GRANT AUTHORITY TO ALLOT RELEVANT ISSUER YES FOR N/A
SECURITIES CONFERRED ON THE DIRECTORS BY ARTICLE 9.2
OF THE COMPANY'S ARTICLES OF ASSOCIATION BE RENEWED
UNTIL THE DATE OF THE AGM IN 2008 UP TO AN AGGREGATE
NOMINAL AMOUNT OF USD 74 MILLION ?148 MILLION ORDINARY
SHARES?
PROPOSAL #S.11: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
ORDINARY RESOLUTION NUMBER 10; TO ALLOT EQUITY
SECURITIES WHOLLY FOR CASH CONFERRED ON THE DIRECTORS
BY ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION BE RENEWED UNTIL THE DATE OF THE AGM IN
2008 UP TO AN USD 37 MILLION ?74 MILLION ORDINARY
SHARES?
PROPOSAL #S.12: 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 148 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; ORDINARY SHARE IS CONTRACTED TO BE
PURCHASED AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF
THE BUY BACK AND STABLILISATION REGULATIONS 2003;
?AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2008?; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
PROPOSAL #S.13: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT
2006 AND THE COMPANY'S ARTICLES OF ASSOCIATION, TO
SEND, CONVEY OR SUPPLY ALL TYPES OF NOTICES, DOCUMENTS
OR INFORMATION TO THE MEMBERS BY MEANS OF ELECTRONIC
EQUIPMENT FOR THE PROCESSING ?INCLUDING DIGITAL
COMPRESSION?, STORAGE AND TRANSMISSION OF DATA,
EMPLOYING WIRES, RADIO OPTICAL TECHNOLOGIES, OR ANY
OTHER ELECTROMAGNETIC MEANS, INCLUDING BY MAKING SUCH
NOTICES, DOCUMENTS OR INFORMATION AVAILABLE ON A
WEBSITE
PROPOSAL #S.14: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION IN ACCORDANCE WITH THE SCHEDULE OF
AMENDMENTS AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO AMERICAN PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AMEND THE ARTICLE 113 AND ARTICLE 37 OF ISSUER YES FOR N/A
THE COMPANY'S ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #S.2: APPROVE THE DEMERGER ?AS SPECIFIED? AND ISSUER YES FOR N/A
SUBJECT TO AND CONDITIONAL UPON: I) THE PASSING OF
RESOLUTIONS 1, 3, 4, 5 AS SPECIFIED AND II) THE
DEMERGER AGREEMENT ?AS SPECIFIED? NOT HAVING BEEN
TERMINATED IN ACCORDANCE WITH ITS TERMS BEFORE THE
DEMERGER DIVIDEND IS PAID: A) AUTHORIZE THE DIRECTOR
OF THE COMPANY TO PAY A DIVIDEND IN SPECIE ON THE
ORDINARY SHARES OF USD 0.50 EACH OF THE COMPANY ? THE
ANGLO AMERICAN ORDINARY SHARES? EQUAL IN AGGREGATE TO
THE BOOK VALUE OF THE COMPANY'S SHAREHOLDING IN ANGLO
MONDI INVESTMENT LIMITED AS AT 02 JUL 2007 TO ORDINARY
SHAREHOLDERS ON THE REGISTER OF MEMBERS OF THE
COMPANY AS SPECIFIED ON 02 JUL 2007 ?OR SUCH OTHER
TIME OR DATE AS THE DIRECTORS MAY DETERMINE? ? THE
ANGLO AMERICAN SHAREHOLDER? SUCH DIVIDEND IN SPECIE TO
BE SATISFIED BY THE TRANSFER OF THE COMPANY'S
SHAREHOLDING IN ANGLO MONDI INVESTMENTS LIMITED TO
MONDI PLC ON TERMS THAT MONDI PLC SHALL ALLOT AND
ISSUE MONDI PLC ORDINARY SHARES, CREDITED AS FULLY
PAID, TO THE ANGLO AMERICAN ORDINARY SHARES THEN HELD
BY SUCH SHAREHOLDER; THE DEMERGER AGREEMENT, THE
INDEMNITY AGREEMENT AS SPECIFIED AND THE TAX AGREEMENT
AS SPECIFIED AND AUTHORIZE THE DIRECTOR TO CARRY THE
SAME INTO EFFECT AND TO MAKE SUCH NON-MATERIAL
AMENDMENT TO THE DEMERGER AGREEMENT, THE INDEMNITY
AGREEMENT AND THE TAX AGREEMENT OR ANY DOCUMENTS
RELATING THERETO AS THEY ?OR ANY DULY AUTHORIZED
COMMITTEE OF THEM? AND AUTHORIZE THE DIRECTORS OF THE
COMPANY ?OR ANY DULY AUTHORIZED COMMITTEE OF THE
BOARD? TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND
THINGS ON BEHALF OF THE COMPANY AND ANY OF ITS
SUBSIDIARIES AS THEY MAY, IN THEIR ABSOLUTE
DISCRETION, CONSIDER NECESSARY EXPEDIENT FOR THE
PURPOSE OF GIVING EFFECT TO THE DEMERGER
PROPOSAL #S.3: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES FOR N/A
UPON THE PASSING OF RESOLUTIONS 1 AND 2 AS SPECIFIED;
THE PAYMENT OF THE DEMERGER DIVIDEND BY THE COMPANY IN
ACCORDANCE WITH THE TERMS AS SPECIFIED AND ADMISSION
OF THE NEW ORDINARY SHARES TO THE OFFICIAL LIST OF THE
FINANCIAL SERVICES AUTHORITY AND TO TRADING ON THE
LONDON STOCK EXCHANGE PLC AND THE JSE LIMITED BECOMING
EFFECTIVE: AUTHORIZE THE COMPANY ALL THE ORDINARY
SHARES OF USD 0.50 EACH IN THE CAPITAL OF THE COMPANY
AS SPECIFIED IN 02 JUL 2007 ?OR SUCH OTHER TIME AS THE
DIRECTORS MAY DETERMINE?, WHETHER ISSUED OR UNISSUED,
SHALL BE SUB-DIVIDED INTO NEW ORDINARY SHARES OF
50/91 US CENTS EACH IN THE CAPITAL OF THE COMPANY (THE
INTERMEDIATE SHARES ); ALL INTERMEDIATE SHARES THAT
ARE UNISSUED SHALL BE CONSOLIDATED INTO NEW ORDINARY
SHARES OF 54 86/91 US CENTS EACH IN THE CAPITAL OF THE
COMPANY ?THE UNISSUED NEW ORDINARY SHARES ),
PROVIDED THAT WHERE SUCH CONSOLIDATION WOULD OTHERWISE
RESULT IN A FRACTION OF AN UNISSUED NEW ORDINARY
SHARE, THAT NUMBER OF INTERMEDIATE SHARES WHICH WOULD
OTHERWISE CONSTITUTE SUCH FRACTION SHALL BE CANCELLED
PURSUANT TO SECTION 121(2)(E) OF THE COMPANIES ACT
1985 ?THE ACT ?; AND ALL INTERMEDIATE SHARES THAT ARE
IN ISSUE SHALL BE CONSOLIDATED INTO NEW ORDINARY
SHARES OF 54 86/91 US CENTS EACH IN THE CAPITAL OF THE
COMPANY (THE NEW ORDINARY SHARES ), PROVIDED THAT,
WHERE SUCH CONSOLIDATION RESULTS IN ANY MEMBER BEING
ENTITLED TO A FRACTION OF A NEW ORDINARY SHARE, SUCH
FRACTION SHALL, SO FAR AS POSSIBLE, BE AGGREGATED WITH
THE FRACTIONS OF A NEW ORDINARY SHARE TO WHICH OTHER
MEMBERS OF THE COMPANY MAY BE ENTITLED AND AUTHORIZE
THE DIRECTORS TO SELL (OR APPOINT ANY OTHER PERSON TO
SELL) TO ANY PERSON, ON BEHALF OF THE RELEVANT
MEMBERS, ALL THE NEW ORDINARY SHARES REPRESENTING SUCH
FRACTIONS AT THE BEST PRICE REASONABLY OBTAINABLE TO
ANY PERSON, AND TO DISTRIBUTE THE PROCEEDS OF SALE
(NET OF EXPENSES) IN DUE PROPORTION AMONG THE RELEVANT
MEMBERS ENTITLED THERETO (SAVE THAT ANY FRACTION OF A
PENNY OR CENT (AS THE CASE MAY REQUIRE) WHICH WOULD
OTHERWISE BE PAYABLE SHALL BE ROUNDED UP OR DOWN IN
ACCORDANCE WITH THE USUAL PRACTICE OF THE REGISTRAR OF
THE COMPANY) AND THAT ANY DIRECTOR (OR ANY PERSON
APPOINTED BY THE DIRECTORS) TO EXECUTE AN INSTRUMENT
OF TRANSFER IN RESPECT OF SUCH SHARES ON BEHALF OF THE
RELEVANT MEMBERS AND TO DO ALL ACTS AND THINGS THE
DIRECTORS CONSIDER NECESSARY OR EXPEDIENT TO EFFECT
THE TRANSFER OF SUCH SHARES TO, OR IN ACCORDANCE WITH
THE DIRECTIONS OF, ANY BUYER OF SUCH SHARES
PROPOSAL #S.4: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES FOR N/A
UPON THE PASSING OF RESOLUTIONS 2 AND 5 AS SPECIFIED,
SUCH RESOLUTION BECOMING UNCONDITIONAL AND THE PAYMENT
OF THE DEMERGER DIVIDEND, THE SHARE CONSOLIDATION OF
MONDI PLC BY SPECIAL RESOLUTION OF THE THEN
SHAREHOLDERS OF MONDI PLC ON 28 MAY 2007, A PRINT OF
WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE
PURPOSE OF IDENTIFICATION SIGNED BY THE CHAIRMAN
THEREOF, IN ITS ORIGINAL FORM OR WITH ANY
MODIFICATION, PURSUANT TO WHICH THE NOMINAL VALUE OF
EACH ORDINARY SHARE OF GBP 2 EACH IN MONDI PLC IN
ISSUE FOLLOWING PAYMENT OF THE DEMERGER DIVIDEND (
MONDI PLC ORDINARY SHARES ) IS TO BE REDUCED FROM GBP
2.00 TO GBP 0.05, AND THE PAID UP CAPITAL OF MONDI PLC
CANCELLED TO THE EXTENT OF GBP 1.95 ON EACH OF THE
MONDI PLC ORDINARY SHARES FOR THE PURPOSES OF ENABLING
MONDI PLC TO TRANSFER THE ORDINARY HARES OF ZAR 0.20
EACH OF MONDI LIMITED ( MONDI LIMITED ORDINARY SHARES
) TO THE ANGLO AMERICAN SHAREHOLDERS ON THE BASIS OF 1
MONDI LIMITED ORDINARY SHARE FOR EVERY 10 MONDI PLC
ORDINARY SHARES HELD (ON THE BASIS THAT, WHERE SUCH
TRANSFER WOULD RESULT IN ANY MEMBER OF MONDI PLC BEING
ENTITLED TO A FRACTION OF SUCH MONDI LIMITED ORDINARY
HARE, SUCH FRACTION WILL, AS FAR AS POSSIBLE, BE
AGGREGATED WITH FRACTIONS OF SUCH MONDI LIMITED
ORDINARY SHARES TO WHICH OTHER MEMBERS OF MONDI PLC
MAY BE ENTITLED AND SOLD IN THE RELEVANT OPEN MARKET
AS SOON AS PRACTICABLE AT THE BEST PRICE REASONABLY
OBTAINABLE ON THE BASIS AS SPECIFIED, TO PAY ANY SOUTH
AFRICAN STAMP DUTY OR SOUTH AFRICAN UNCERTIFICATED
SECURITIES TAX PAYABLE IN RESPECT OF SUCH TRANSFER AND
PROVIDING MONDI PLC WITH APPROXIMATELY GBP 2.1
BILLION OF DISTRIBUTABLE RESERVES TO FACILITATE THE
ESTABLISHMENT AND OPERATION OF THE DLC STRUCTURE AND
TO ENABLE MONDI PLC TO PAY DIVIDENDS IN THE FUTURE
PROPOSAL #S.5: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES FOR N/A
UPON THE PASSING OF RESOLUTIONS 2 AND 4 AND IN THE
CASE OF RESOLUTION 2, SUCH RESOLUTION BECOMING
UNCONDITIONAL AND THE PAYMENT OF THE DEMERGER
DIVIDEND, THE SHARE CONSOLIDATION OF MONDI PLC BY
SPECIAL RESOLUTION OF THE THEN SHAREHOLDERS OF MONDI
PLC ON 28 MAY 2007, A PRINT OF WHICH HAS BEEN PRODUCED
TO THIS MEETING AND FOR THE PURPOSES OF
IDENTIFICATION SIGNED BY THE CHAIRMAN THEREOF, IN ITS
ORIGINAL FORM OR WITH ANY MODIFICATION, PURSUANT TO
WHICH ALL OF THE MONDI PLC ORDINARY SHARES IMMEDIATELY
AFTER GIVING EFFECT TO THE REDUCTION OF CAPITAL AS
SPECIFIED ARE TO BE CONSOLIDATED INTO NEW ORDINARY
SHARES OF GBP 0.20 EACH IN THE CAPITAL OF MONDI PLC AS
SPECIFIED, AND EACH AUTHORIZED BUT UNISSUED ORDINARY
SHARE OF GBP 2.00 EACH AND EACH SPECIAL CONVERTING
SHARE OF GBP 2.00 EACH IN THE CAPITAL OF MONDI PLC IS
TO BE SUBDIVIDED INTO 10 SHARES OF GBP 0.20 EACH OF
THE RELEVANT CLASS
PROPOSAL #S.6: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
CONDITIONAL UPON RESOLUTION 3, FOR THE PURPOSE OF
SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES
?SECTION 163(3)? OF UP TO 134,544,000 NEW ORDINARY
SHARES, AT A MINIMUM PRICE OF 54 86/91 US CENTS 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
AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF THE BUY-
BACK AND STABILIZATION REGULATIONS 2003; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF
THE COMPANY HELD ON 2008?; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO PLATINUM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2007 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 2006, TOGETHER WITH THE
REPORT OF THE AUDITORS
PROPOSAL #2.1: RE-ELECT MR. P.M. BAUM AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #2.2: RE-ELECT MR. R.M.W. DUNNE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #2.3: RE-ELECT MR. R. HAVENSTEIN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.4: RE-ELECT MR. N.B. MBAZIMA AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #2.5: RE-ELECT MR. R.G. MILLS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.6: RE-ELECT MR. W.A. NAIRN AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.7: RE-ELECT MR. T.M.F. PHASWANA AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #3.: APPOINT DELOITTE AND TOUCHE AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE FORTHE ENSUING
YEAR
PROPOSAL #S.4: AUTHORIZE THE COMPANY AND/OR ANY OF ITS ISSUER YES FOR N/A
SUBSIDIARIES, IN TERMS OF SECTIONS 85AND 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 MAIN BOARD 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 MAT DETERMINE;
?AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY?
PROPOSAL #5.O.2: APPROVE; TO FIX THE NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTORS FEES AT THE RATE OF ZAR 130000; TO INCREASE
ANNUAL FEE PAYABLE TO THE DEPUTY CHAIRMAN OF THE
BOARD FROM THE RATE OF ZAR 198000 PER ANNUM TO ZAR
215000; TO INCREASE THE ANNUAL FOR PAYABLE TO THE
CHAIRMAN OF THE BOARD FROM THE RATE OF ZAR 530000 PER
ANNUM TO THE RATE OF ZAR 750000 PER ANNUM AS FOLLOWS:
AUDIT COMMITTEE: MEMBER'S FEE FROM ZAR 65,000 PER
ANNUM TO ZAR 70,000 PER ANNUM AND CHAIRMAN'S FEE FROM
ZAR 1,00,000 PER ANNUM TO ZAR 1,05,000 PER ANNUM;
CORPORATE GOVERNANCE COMMITTEE: MEMBER'S FEE FROM ZAR
30,000 PER ANNUM TO ZAR 50,000 PER ANNUM AND
CHAIRMAN'S FEE FROM ZAR 50,000 PER ANNUM TO ZAR 85,000
PER ANNUM; NOMINATION COMMITTEE: MEMBER'S FEE FROM
ZAR 30,000 PER ANNUM TO ZAR 50,000 PER ANNUM AND
CHAIRMAN'S FEE FROM ZAR 50,000 PER ANNUM TO ZAR 85,000
PER ANNUM; REMUNERATION COMMITTEE: MEMBER'S FEE FROM
ZAR 50,000 PER ANNUM TO ZAR 55,000 PER ANNUM AND
CHAIRMAN'S FEE FROM ZAR 90,000 PER ANNUM TO ZAR 95,000
PER ANNUM; AND SAFETY AND SUSTAINABLE DEVELOPMENT
COMMITTEE: MEMBER'S FEE FROM ZAR 30,000 PER ANNUM TO
ZAR 50,000 PER ANNUM AND CHAIRMAN'S FEE FROM ZAR
50,000 PER ANNUM TO ZAR 85,000 PER ANNUM
PROPOSAL #5.O.3: AUTHORIZE ANY 1 DIRECTOR OR ALTERNATE ISSUER YES FOR N/A
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
SPECIAL AND ORDINARY RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND THE FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REPORT ON ISSUER YES FOR N/A
REMUNERATION AND RELATED MATTERS FOR THE YE 31 DEC 2006
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #4.: RE-ELECT MR. D.E. YARUR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. C.H. BAILEY AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #6.: RE-ELECT MR. G.S. MENENDEZ AS A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #7.: RE-ELECT MR. W.M. HAYES 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 TO HOLD OFFICE FROM THE
CONCLUSION OF THIS METING UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
PROPOSAL #S.9: AUTHORIZE THE COMPANY, TO MAKE ONE OR ISSUER YES FOR N/A
MORE MARKET PURCHASES ?SECTION 163(3) OF THE COMPANIES
ACT 1985? OF UP TO 98,585,669 ?REPRESENTING 10% OF
THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY?
ORDINARY SHARES OF 5P IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY
SHARE IS 5P EQUAL TO THE NOMINAL VALUE AND NOT MORE
THAN 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; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2008 OR
15 MONTHS?; AND THE COMPANY MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES UNDER THIS AUTHORITY BEFORE
THE EXPIRY OF THE AUTHORITY WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER THE EXPIRY OF THE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AOZORA BANK LTD, TOKYO
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.12: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.13: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #2: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #3: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES ABSTAIN N/A
FOR DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELOR MITTAL N.V., ROTTERDAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING BY THE CHAIRMAN OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ON THE COURSE OF THE COMPANY'S BUSINESS AND
THE CONDUCT OF ITS AFFAIRS DURING AND THE ANNUAL
ACCOUNTS FOR THE FYE 31 DEC 2006
PROPOSAL #3.: ADOPT THE ANNUAL ACCOUNTS FOR FISCAL 2006 ISSUER NO N/A N/A
PROPOSAL #4.: RECEIVE THE REPORT ON THE POLICY OF THE ISSUER NO N/A N/A
COMPANY CONCERNING RESERVES AND DIVIDENDS
PROPOSAL #5.: APPROVE TO CONTINUE TO PAY A QUARTERLY ISSUER NO N/A N/A
DIVIDEND OF USD 0.325 PER SHARE, SUBJECT TO FINAL
DETERMINATION BY THE BOARD OF DIRECTORS
PROPOSAL #6.: APPROVE THE MANAGEMENT PERFORMED BY THE ISSUER NO N/A N/A
DIRECTORS A OF THE BOARD OF DIRECTORS DURING FY
2006, INCLUDING DISCHARGE DIRECTORS A OF THE BOARD
OF DIRECTORS FROM LIABILITY IN RESPECT OF THE EXERCISE
OF THEIR DUTIES DURING FISCAL 2006
PROPOSAL #7.: APPROVE THE SUPERVISION PERFORMED BY THE ISSUER NO N/A N/A
DIRECTORS C OF THE BOARD OF DIRECTORS DURING FISCAL
2006, INCLUDING DISCHARGE OF THE DIRECOTS C OF THE
BOARD OF DIRECTORS FROM LIABILITY IN RESPECT OF THE
EXERCISE OF THEIR DUTIES DURING FISCAL 2006
PROPOSAL #8.: RATIFY THE DECISION OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO APPOINT MR. LAKSHMI N. MITTAL AS THE
CHIEF EXECUTIVE OFFICER OF THE COMPANY AS OF 05 NOV
2006
PROPOSAL #9.: APPROVE TO DESIGNATE MRS. USHA MITTAL AS ISSUER NO N/A N/A
THE PERSON REFERRED TO IN ARTICLE 23 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
PROPOSAL #10.: RE-APPOINT DELOITTE ACCOUNTANTS AS THE ISSUER NO N/A N/A
REGISTERED ACCOUNTANT OF THE COMPANY
PROPOSAL #11.: APPROVE TO CHANGE THE REMUNERATION OF ISSUER NO N/A N/A
THE DIRECTORS C OF THE BOARD OF DIRECTORS
PROPOSAL #12.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
DESIGNATE THE CORPORATE BODY ?ORGAN? TO REPURCHASE
CLASS A SHARES IN THE CAPITAL OF THE COMPANY UNTIL 15
NOV 2008
PROPOSAL #13.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
EXTEND THE AUTHORITY FOR A PERIOD OF 1 YEAR ?UNTIL
THE ANNUAL MEETING TO BE HELD IN 2008? TO ISSUE AND/OR
GRANT RIGHTS TO SUBSCRIBE FOR SHARES WITH RESPECT
TOTAL 10% OF THE UNISSUED CLASS A SHARES IN WHICH THE
AUTHORIZED SHARE CAPITAL IS DIVIDED INTO AT THE TIME
THE RESOLUTION TO ISSUE AND/OR GRANT RIGHTS TO
SUBSCRIBE FOR SHARES WILL BE TAKEN BY THE BOARD OF
DIRECTORS
PROPOSAL #14.: APPROVE TO EXTEND THE AUTHORITY OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR A PERIOD OF 1 YEAR ?UNTIL THE
ANNUAL MEETING TO BE HELD IN 2008? TO LIMIT OR EXCLUDE
THE PRE-EMPTIVE RIGHTS TO CLASS A SHARES IN THE
CAPITAL OF THE COMPANY
PROPOSAL #15.: QUESTIONS / ANY OTHER ITEM WITH ISSUER NO N/A N/A
PERMISSION OF THE CHAIRMAN
PROPOSAL #16.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCH CAPITAL GROUP LTD.
TICKER: ACGL CUSIP: G0450A105
MEETING DATE: 5/11/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WOLFE "BILL" H. BRAGIN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN L. BUNCE, JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SEAN D. CARNEY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES J. ANSALDI** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GRAHAM B. COLLIS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARC GRANDISSON** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. PRESTON HUTCHINGS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CONSTANTINE IORDANOU** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH E. JONES III** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS G. KAISER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK D. LYONS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICHOLAS J. METCALF** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN J. NILSEN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICOLAS PAPADOPOULO** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL QUINN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAAMOUN RAJEH** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL S. ROBOTHAM** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT T. VAN GIESON** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. VOLLARO** ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE ARCH CAPITAL GROUP LTD. ISSUER YES AGAINST AGAINST
2007 LONG TERM INCENTIVE AND SHARE AWARD PLAN AS SET
FORTH IN AN APPENDIX TO, AND AS DESCRIBED IN, THE
ENCLOSED PROXY STATEMENT.
PROPOSAL #03: TO APPROVE THE ARCH CAPITAL GROUP LTD. ISSUER YES FOR FOR
2007 EMPLOYEE SHARE PURCHASE PLAN AS SET FORTH IN AN
APPENDIX TO, AND AS DESCRIBED IN, THE ENCLOSED PROXY
STATEMENT.
PROPOSAL #05: TO APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARRIVA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/18/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE STATUTORY REPORTS AND ISSUER YES FOR N/A
ACCOUNTS FOR THE YE 31 DEC 2006
PROPOSAL #2.: APPROVE THE FINAL DIVIDEND OF 15.51 ISSUER YES FOR N/A
PENCE PER ORDINARY SHARE FOR THE YE 31 DEC 2006
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2006
PROPOSAL #4.: RE-ELECT SIR. RICHARD BROADBENT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. DAVID.R. MARTIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. STEVE.P. LONSDALE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE BOARD TO DETERMINE THEIR
REMUNERATION
PROPOSAL #S.8: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
66,029,814 ORDINARY SHARES
PROPOSAL #S.9: GRANT AUTHORITY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES OF 19,808,944 ORDINARY SHARES
PROPOSAL #S.10: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH OUT PRE-EMPTIVE RIGHTS
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 495,224
PROPOSAL #S.11: AUTHORIZE THE COMPANY TO MAKE EU ISSUER YES AGAINST N/A
POLITICAL ORGANIZATION DONATIONS AND TO INCUR EU
POLITICAL EXPENDITURES UP TO GBP 100,000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASHLAND INC.
TICKER: ASH CUSIP: 044209104
MEETING DATE: 1/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ERNEST H. DREW* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MANNIE L. JACKSON* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THEODORE M. SOLSO* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. WARD* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. TURNER** ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF ERNST & YOUNG AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR FISCAL 2007.
PROPOSAL #03: SHAREHOLDER PROPOSAL TO INITIATE THE SHAREHOLDER YES AGAINST FOR
APPROPRIATE PROCESS TO IMPLEMENT MAJORITY VOTING FOR
ELECTION OF DIRECTORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE ?WITH OR WITHOUT ISSUER YES ABSTAIN N/A
MODIFICATION?S?? A SCHEME OF ARRANGEMENT ?THE SCHEME?
TO BE MADE BETWEEN THE COMPANY AND THE SCHEME
SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE: THE SCHEME OF AGREEMENT DATED ISSUER YES ABSTAIN N/A
19 MAR 2007 ?THE SCHEME? BETWEEN THE COMPANY AND THE
HOLDERS OF THE SCHEME SHARES ?THE SCHEME? IN THE FORM
OF THE PRINT THEREOF WHICH HAS BEEN PRODUCED TO THIS
MEETING AND FOR THE PURPOSES OF IDENTIFICATION SIGNED
BY THE CHAIRMAN OF THIS MEETING, SUBJECT TO ANY
MODIFICATIONS, ADDITIONS OR CONDITIONS BY THE SUPREME
COURT OF BERMUDA; FOR THE PURPOSE OF GIVING EFFECT TO
THE SCHEME, ON THE EFFECTIVE DATE: I) TO REDUCE THE
AUTHORIZED AND ISSUED SHARE CAPITAL OF THE COMPANY BY
CANCELING AND EXTINGUISHING THE SCHEME SHARES; II)
SUBJECT TO AND FORTHWITH UPON THE SAID REDUCTION OF
SHARE CAPITAL TAKING EFFECT, THE ISSUED SHARE CAPITAL
OF THE COMPANY SHALL BE INCREASED TO ITS FORMER AMOUNT
BY THE CREATION OF SUCH NUMBER OF NEW ASIASAT SHARES
AS IS EQUAL TO THE NUMBER OF SCHEME SHARES CANCELLED
PURSUANT TO THIS RESOLUTION ABOVE; III) THE COMPANY
SHALL APPLY THE CREDIT ARISING IN ITS BOOKS OF ACCOUNT
AS A RESULT OF THE REDUCTION OF CAPITAL REFERRED TO
IN THIS RESOLUTION ABOVE IN PAYING UP IN FULL AT PAR
THE NEW ASIASAT SHARES WHICH SHALL BE ALLOTTED AND
ISSUED CREDITED TO THE OFFEROR AS FULLY PAID; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO ALL SUCH
ACTS AND THINGS NECESSARY OR DESIRABLE IN CONNECTION
WITH THE IMPLEMENTATION OF THE SCHEME, INCLUDING THE
GIVING, ON BEHALF OF THE COMPANY, OF CONSENT TO ANY
MODIFICATION, OF, OR ADDITION TO, THE SCHEME, WHICH
THE SUPREME COURT OF BERMUDA MAY SEE FIT TO IMPOSE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE AUDITED ISSUER YES FOR N/A
STATEMENT OF ACCOUNTS AND THE REPORTS OF THEDIRECTORS
AND THE AUDITORS OF THE COMPANY FOR THE YE 31 DEC 2006
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2006 AS SPECIFIED
PROPOSAL #3.a: RE-ELECT MR. DING YU CHENG AS A ISSUER YES FOR N/A
DIRECTOR AND AUTHORIZE THE DIRECTORS TO FIX HIS
REMUNERATION
PROPOSAL #3.b: RE-ELECT MR. JU WEI MIN AS A DIRECTOR ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX HIS REMUNERATION
PROPOSAL #3.c: RE-ELECT MR. KO FAI WONG AS A DIRECTOR ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX HISREMUNERATION
PROPOSAL #3.d: RE-ELECT MR. MI ZENG XIN AS A DIRECTOR ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX HISREMUNERATION
PROPOSAL #3.e: RE-ELECT MR. JAMES WATKINS AS A ISSUER YES FOR N/A
DIRECTOR AND AUTHORIZE THE DIRECTORS TO FIX HIS
REMUNERATION
PROPOSAL #3.f: RE-ELECT MR. RONALD HERMAM AS A ISSUER YES FOR N/A
DIRECTOR AND AUTHORIZE THE DIRECTORS TO FIX HIS
REMUNERATION
PROPOSAL #3.g: RE-ELECT MR. JOHN CONNELLY AS A ISSUER YES FOR N/A
DIRECTOR AND AUTHORIZE THE DIRECTORS TO FIX HIS
REMUNERATION
PROPOSAL #3.h: RE-ELECT MR. MARK CHEN AS A DIRECTOR ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX HIS REMUNERATION
PROPOSAL #3.i: RE-ELECT MS. NANCY KU AS A DIRECTOR AND ISSUER YES FOR N/A
AUTHORIZE THE DIRECTORS TO FIX HIS REMUNERATION
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, SUBJECT TO THIS ISSUER YES AGAINST N/A
RESOLUTION, TO ALLOT, ISSUE, GRANT, DISTRIBUTE AND
OTHERWISE DEAL WITH ADDITIONAL SHARES AND TO MAKE,
ISSUE OR GRANT OFFERS, AGREEMENTS, OPTIONS, WARRANTS
AND OTHER SECURITIES WHICH WILL OR MIGHT REQUIRE
SHARES TO BE ALLOTTED, ISSUED, GRANTED, DISTRIBUTED OR
OTHERWISE DEALT WITH DURING AND AFTER THE RELEVANT
PERIOD NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY AND
EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY IN ISSUE AS AT THE
DATE OF THIS RESOLUTION OTHERWISE PURSUANT TO I) A
RIGHTS ISSUE; OR II) ANY OPTION SCHEME OR SIMILAR
ARRANGEMENT FOR THE TIME BEING ADOPTED FOR THE GRANT
OR ISSUE TO OFFICERS AND/OR EMPLOYEES OF THE COMPANY
AND/OR ANY OF ITS SUBSIDIARIES OF SHARES OR RIGHTS TO
ACQUIRE SHARES, PURSUANT TO THE RULES OF THE COMPANY'S
SHARE OPTION SCHEME; AND 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 AT
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 TO PURCHASE ISSUER YES FOR N/A
SHARES ON THE STOCK EXCHANGE OF HONG KONGLIMITED ?THE
STOCK EXCHANGE? OR OF ANY OTHER STOCK EXCHANGE ON
WHICH THE SHARES MAY BE LISTED AND WHICH IS RECOGNIZED
FOR THIS PURPOSE BY THE SECURITIES AND FUTURES
COMMISSION AND THE STOCK EXCHANGE, 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
UNCONDITIONALLY 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,
?AUTHORITY EXPIRES AT 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, TO ADD THE AGGREGATE NOMINAL ISSUER YES AGAINST N/A
AMOUNT OF THE SHARES WHICH ARE PURCHASED OR AQUIRED
UNDER THE GENERAL MANDATE IN RESOLUTION 6 TO THE
AGGREGARE NOMINAL AMOUNT OF THE SHARES WHICH MAY BE
ISSUED UNDER THE GENERAL MANDATE IN RESOLUTION 5
PROPOSAL #8.: AMEND THE EXISTING BYE-LAWS 108 AND 116 ISSUER YES FOR N/A
OF THE COMPANY AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSA ABLOY AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A
PROPOSAL #2.: ELECT MR. GUSTAF DOUGLAS AS THE CHAIRMAN ISSUER NO N/A N/A
OF THE BOARD AND THE CHAIRMAN OF THEAGM
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE AGENDA ISSUER NO N/A N/A
PROPOSAL #5.: ELECT 1OR 2 PERSON(S) TO APPROVE THE ISSUER NO N/A N/A
MINUTES
PROPOSAL #6.: APPROVE TO DETERMINE THE COMPLIANCE WITH ISSUER NO N/A N/A
THE RULES OF CONVOCATION
PROPOSAL #7.: RECEIVE THE REPORT BY THE MANAGING ISSUER NO N/A N/A
DIRECTOR, MR. JOHAN MOLIN
PROPOSAL #8.: RECEIVE THE ANNUAL REPORT AND THE ISSUER NO N/A N/A
AUDITOR'S REPORT AND THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE GROUP AUDITOR'S REPORT
PROPOSAL #9.A: ADOPT THE STATEMENT OF INCOME AND THE ISSUER NO N/A N/A
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME
AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #9.B: APPROVE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PROPOSE A DIVIDEND OF SEK 3.25 PER SHARE BEDECLARED
PROPOSAL #9.C: APPROVE THE RECORD DATE FOR THE ISSUER NO N/A N/A
DIVIDEND, THE BOARD OF DIRECTORS PROPOSES WEDNESDAY 2
MAY 2007, IF THE AGM RESOLVES IN ACCORDANCE WITH THE
PROPOSAL, THE DIVIDEND IS EXPECTED TO BE DISTRIBUTED
BY VPC AB ON WEDNESDAY 7 MAY 2007
PROPOSAL #9.D: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE MANAGING DIRECTOR
PROPOSAL #10.: ELECT BOARD MEMBERS AT 8 AND NO DEPUTY ISSUER NO N/A N/A
MEMBERS
PROPOSAL #11.: APPROVE THE FEES TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO A TOTAL OF SEK 3,250,000 (REMUNERATION
FOR COMMITTEE WORK NOT INCLUDED) TO BE DISTRIBUTED
AMONG THE MEMBERS AS FOLLOWS; SEK 750,000 TO THE
CHAIRMAN, SEK 550,000 TO EACH OF THE DEPUTY CHAIRMAN
AND SEK 350,000 TO EACH OF THE OTHER BOARD MEMBERS WHO
ARE NOT EMPLOYED BY THE COMPANY, IN ADDITION,
REMUNERATION SHALL BE PAID TO THE CHAIRMAN OF THE
AUDIT COMMITTEE BY SEK 200,000, THE CHAIRMAN OF THE
REMUNERATION COMMITTEE BY SEK 100,000, MEMBER OF THE
AUDIT COMMITTEE BY SEK 100,000 AND MEMBER OF THE
REMUNERATION COMMITTEE BY SEK 50,000
PROPOSAL #12.: RE-ELECT MESSRS. CARL DOUGLAS, GUSTAF ISSUER NO N/A N/A
DOUGLAS, PER-OLOF ERIKSSON, LOTTA LUNDEN, JOHAN MOLIN,
SVEN-CHRISTER NILSSON, MELKER SCHORLING AND CARL-
HENRIC SVANBERG AS THE BOARD MEMBERS AND MR. GUSTAF
DOUGLAS AS CHAIRMAN OF THE BOARD AND MESSRS.
MELKERSCHORLING AND CARL-HENRIC SVANBERG AS DEPUTY
CHAIRMEN.
PROPOSAL #13.: ELECT MESSRS. MELKER SCHORLING (MELKER ISSUER NO N/A N/A
SCH RLING AB), GUSTAF DOUGLAS (INVESTMENT AB LATOUR
AND SAKI), MARIANNE NILSSON (SWEDBANK ROBUR) AND BJORN
LIND (SEB FONDER) AS THE MEMBERS OF NOMINATION
COMMITTEE AND MR. MELKER SCHORLING AS THE CHAIRMAN OF
THE NOMINATION COMMITTEE
PROPOSAL #14.: APPROVE TO DETERMINE THE GUIDELINES FOR ISSUER NO N/A N/A
REMUNERATION TO THE MANAGEMENT PRINCIPALLY ENTAILING
THAT SALARIES AND OTHER TERMS OF REMUNERATION OF THE
MANAGEMENT SHALL BE IN ACCORDANCE WITH MARKET
CONDITIONS, A PART FROM A FIXED SALARY, THE MANAGEMENT
MAY RECEIVE A VARIABLE REMUNERATION BASED ON THE
OUTCOME IN PROPORTION TO THE TARGETED RESULTS (AND IN
SOME CASES OTHER KEY RATIOS) IN THE INDIVIDUAL AREA OF
RESPONSIBILITY (GROUP OR DIVISION), THE VARIABLE
REMUNERATION OF THE CEO SHALL NOT EXCEED THREE FOURTHS
OF THE BASIC SALARY, FOR OTHER MEMBERS OF THE
MANAGEMENT THE VARIABLE REMUNERATION SHALL NOT EXCEED
70% OF THE BASIC SALARY, THE PENSION PLANS OF THE
MANAGEMENT SHALL BE PRINCIPALLY FEE-BASED AS SPECIFIED
PROPOSAL #15.: APPROVE TO ISSUE THE CONVERTIBLE BONDS; ISSUER NO N/A N/A
THE BOARD OF DIRECTORS OF ASSA ABLOY AB RECOMMENDS
THE AGM TO RESOLVE; THAT THE COMPANY SHALL ISSUE
CONVERTIBLE BONDS IN 4 SERIES, EACH WITH A MAXIMUM
NOMINAL VALUE OF EUR 25,000,000, IN SERIES
2007/2012:1, 2007/2012:2, 2007/2012:3 AND 2007/2012:4;
THAT THE SUBSCRIPTION PRICE FOR EACH CONVERTIBLE BOND
SHALL BE EQUAL TO ITS NOMINAL VALUE; THAT THE
CONVERTIBLE BONDS SHALL RANK PARI PASSU AND WITHOUT
ANY PREFERENCE AMONG THEMSELVES, WITH OTHER UN-
SUBORDINATED AND UNSECURED OBLIGATIONS OF THE COMPANY;
THAT WITH DISREGARD OF THE SHAREHOLDERS RIGHT OF
PRIORITY, THE RIGHT TO SUBSCRIBE FOR ALL 4 CONVERTIBLE
BONDS SHALL BE GRANTED TO A COMPANY FOUNDED FOR THIS
PURPOSE ?INVEST CO? AND A FOND COMMON THE PLACEMENT
THE ENTERPRISE, ?FCPE?, ALTERNATIVELY SOCIETE
GENERALE, ON BEHALF OF FCPE; THAT SUBSCRIPTION CAN BE
MADE FOR ALL SERIES OF CONVERTIBLE BONDS ONLY, OR FOR
EQUAL PARTS THEREOF, AS 1 UNIT; THAT SUBSCRIPTION AND
PAYMENT FOR THE CONVERTIBLE BONDS SHALL BE MADE ON 30
JUN 2007 AT THE LATEST; THAT ON OVERSUBSCRIPTION, FCPE
SHALL NOT BE ENTITLED TO AN ALLOTMENT EXCEEDING A
TOTAL OF EUR 5,000,000; THAT THE CONVERTIBLE BONDS
SHALL CARRY AN ANNUAL INTEREST RATE EQUIVALENT TO 90%
OF 3 MONTHS EURIBOR PLUS 0.35 PER CENT; THAT THE
INTEREST SHALL BE DUE FOR PAYMENT QUARTERLY AS
SPECIFIED IN TERMS AND CONDITIONS FOR ASSA ABLOY AB'S
CONVERTIBLE BONDS SERIES 2007/2012:1-4; THAT THE
CONVERTIBLE BONDS SHALL BECOME DUE FOR REDEMPTION ON
THE DATE OCCURRING 5 YEARS FROM THE DATE OF
SUBSCRIPTION AND PAYMENT FOR THE CONVERTIBLE BONDS TO
THE EXTENT THAT CONVERSION HAS NOT OCCURRED BEFORE
THEN; THAT THE CONVERTIBLE BONDS MAY BE CONVERTED INTO
NEW SHARES OF SERIES B IN ASSA ABLOY AB AT THE
EARLIEST 45 DAYS PRIOR TO THE DATE WHEN THE
CONVERTIBLE BONDS ARE DUE FOR REDEMPTION AND AT THE
LATEST 14 DAYS PRIOR TO THE DATE WHEN THE CONVERTIBLE
BONDS ARE DUE FOR REDEMPTION; THAT THE RATE AT WHICH
CONVERSION MAY BE MADE SHALL CORRESPOND TO AN AMOUNT
TOTALING THE SPECIFIED PERCENTAGE OF THE AVERAGE OF
THE LATEST QUOTED TRANSACTION PRICE ON THE STOCKHOLM
STOCK EXCHANGE FOR SHARES OF SERIES B IN ASSA ABLOY AB
DURING 5 BANKING DAYS PRIOR TO THE DATE OF
SUBSCRIPTION AND PAYMENT FOR THE CONVERTIBLE BONDS
?THE MEASURE PERIOD?:- 110% FOR CONVERTIBLE BONDS OF
SERIES 2007/2012:1; 125% FOR CONVERTIBLE BONDS OF
SERIES 2007/2012:2; 140% FOR CONVERTIBLE BONDS OF
SERIES 2007/2012:3; 155% FOR CONVERTIBLE BONDS OF
SERIES 2007/2012:4; IN THE ABSENCE OF A PRICE
QUOTATION FOR ANY OF THE DAYS IN QUESTION, THE
PURCHASE PRICE QUOTED AS THE FINAL RATE SHALL BE
APPLIED; A DAY WHEN THERE IS NEITHER A BUYING RATE NOR
A PURCHASE RATE AVAILABLE SHALL NOT BE INCLUDED IN
THE CALCULATION; THE CALCULATED CONVERSION RATE SHALL
BE ROUNDED TO THE NEAREST WHOLE NUMBER OF SWEDISH
OREN, IT BEING UNDERSTOOD THAT A HALF ORE SHALL BE
ROUNDED DOWNWARDS, AND THEREAFTER BE RECALCULATED INTO
EUR APPLYING THE EXCHANGE FIXING RATE SEK/EUR QUOTED
BY THE SWEDISH COMMERCIAL BANKS ON THE DATE OF
SUBSCRIPTION AND PAYMENT FOR THE CONVERTIBLE BONDS, TO
THE E
PROPOSAL #16.: CLOSING OF THE MEETING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSOCIATED BRITISH PORTS HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THAT FOR THE PURPOSE OF GIVING ISSUER YES FOR N/A
EFFECT TO THE SCHEME OF ARRANGEMENT DATED 24 JUN 2006
THE SCHEME IN ITS ORIGINAL FORM OR WITH OR SUBJECT
TO ANY MODIFICATION, ADDITION OR CONDITION AS THE
COMPANY AND ADMIRAL MAY. WITH THE CONSENT OF THE
PANEL, AGREE AND IF REQUIRED THE COURT MAY ALLOW
INCLUDING, WITHOUT LIMITATION, ANY MODIFICATION OR
ADDITION WHICH REPRESENTS AN IMPROVEMENT IN THE VALUE
AND/OR TERMS OF THE OFFER BY ADMIRAL FOR THE COMPANY
TO BE IMPLEMENTED BY WAY OF THE SCHEME : AUTHORIZE THE
DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS
THEY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING
THE SCHEME INTO EFFECT; THE SHARE CAPITAL OF THE
COMPANY BE REDUCED BY CANCELING AND EXTINGUISHING ALL
THE CANCELLATION SHARES AS DEFINED IN THE SCHEME ;
FORTHWITH AND CONTINGENTLY ON SUCH REDUCTION OF
CAPITAL TAKING EFFECT AND NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY ; I) THE AUTHORIZED SHARE CAPITAL OF THE
COMPANY BE INCREASED TO ITS FORMER AMOUNT BY THE
CREATION OF SUCH NUMBER OF NEW ORDINARY SHARES OF 25
PENCE EACH AS SHALL BE EQUAL TO THE NUMBER OF
CANCELLATION SHARES CANCELLED; AND (II) THE RESERVE
ARISING IN THE BOOKS OF ACCOUNT OF THE COMPANY AS A
RESULT OF THE CANCELLATION OF THE CANCELLATION SHARES
BE APPLIED IN PAYING UP IN FULL AT PAR THE NEW
ORDINARY SHARES OF 25 PENCE EACH REFERRED TO IN SUB-
PARAGRAPH (I) ABOVE, SUCH NEW ORDINARY SHARES TO BE
ALLOTTED AND ISSUED, CREDITED AS FULLY PAID UP, TO
ADMIRAL AND/OR ITS NOMINEE(S) IN ACCORDANCE WITH THE
SCHEME; AUTHORIZE THE DIRECTORS OF THE COMPANY
PURSUANT TO AND IN ACCORDANCE WITH SECTION 80 OF THE
COMPANIES ACT 1985 TO GIVE EFFECT TO THIS RESOLUTION
AND ACCORDINGLY TO EFFECT THE ALLOTMENT OF THE NEW
ORDINARY SHARES REFERRED TO IN SUB-PARAGRAPH;
AUTHORITY SHALL EXPIRE ON THE 5TH ANNIVERSARY OF THIS
RESOLUTION ; THE MAXIMUM AGGREGATE NOMINAL AMOUNT OF
SHARES WHICH MAY BE ALLOTTED HEREUNDER SHALL BE GBP
125,000,000 AND THIS AUTHORITY SHALL BE WITHOUT
PREJUDICE AND IN ADDITION TO ANY OTHER AUTHORITY UNDER
THE SAID SECTION 80 PREVIOUSLY GRANTED BEFORE THE
DATE ON WHICH THIS RESOLUTION IS PASSED; WITH EFFECT
FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF
ASSOCIATION OF THE COMPANY BE AMENDED BY THE ADOPTION
AND INCLUSION OF NEW ARTICLE 145; WITH EFFECT FROM THE
PASSING OF THIS RESOLUTION, THE ARTICLES OF
ASSOCIATION OF THE COMPANY BE AMENDED BY THE DELETION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSOCIATED BRITISH PORTS HOLDINGS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT, ISSUER YES FOR N/A
REDUCTION AND THE SUBSEQUENT INCREASE IN SHARE CAPITAL
OF THE COMPANY ISSUE OF EQUITY WITH PRE-EMPTIVE
RIGHTS UP TO GBP 125,000,000 AND AMEND THE ARTICLES OF
ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSURANT, INC.
TICKER: AIZ CUSIP: 04621X108
MEETING DATE: 5/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHEL BAISE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD L. CARVER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUAN N. CENTO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALLEN R. FREEDMAN ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTELLAS PHARMA INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
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 #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5.: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #6.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR N/A
OFFICERS
PROPOSAL #7.: APPROVE PROVISION OF REMUNERATION TO THE ISSUER YES FOR N/A
DIRECTORS OF THE BOARD AS A GROUP FOR STOCK OPTION
SCHEME AS STOCK-LINKED COMPENSATION PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS AND ISSUER YES FOR N/A
REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2006
PROPOSAL #2.: APPROVE TO CONFIRM DIVIDENDS ISSUER YES FOR N/A
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
PROPOSAL #5.B: RE-ELECT MR. HAKAN MOGREN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.C: RE-ELECT MR. DAVID R. BRENNAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.D: RE-ELECT MR. JOHN PATTERSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.E: 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.F: RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.G: RE-ELECT MS. JANE HENNEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.H: RE-ELECT MS. MICHELE HOOPER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.I: RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.J: RE-ELECT DAME NANCY ROTHWELL F AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.K: RE-ELECT MR. JOHN VARELY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.L: RE-ELECT MR. MARCUS WALLENBERG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2006
PROPOSAL #7.: GRANT AUTHORITY TO THE LIMITED EU ISSUER YES FOR N/A
POLITICAL DONATIONS
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
UNISSUED SHARES
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS TO DISSAPLY ISSUER YES FOR N/A
PRE-EMPTION RIGHTS
PROPOSAL #S.10: AUTHORIZE THE COMPANY TO PURCHASE ITS ISSUER YES FOR N/A
OWN SHARES
PROPOSAL #S.11: GRANT AUTHORITY TO THE ELECTRONIC ISSUER YES FOR N/A
COMMUNICATIONS WITH SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASUSTEK COMPUTER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RECEIVE THE 2006 BUSINESS REPORTS ISSUER NO N/A N/A
PROPOSAL #A.2: RECEIVE THE 2006 FINANCIAL STATEMENTS ISSUER NO N/A N/A
PROPOSAL #A.3: RECEIVE THE 2006 AUDITED REPORTS ISSUER NO N/A N/A
PROPOSAL #A.4: RECEIVE THE STATUS OF LOCAL AND EURO ISSUER NO N/A N/A
CONVERTIBLE BOND
PROPOSAL #A.5: THE REVISION TO THE RULES OF THE BOARD ISSUER NO N/A N/A
MEETING
PROPOSAL #A.6: OTHER PRESENTATIONS ISSUER NO N/A N/A
PROPOSAL #B.1: APPROVE TO REVISE THE RULES OF THE ISSUER YES AGAINST N/A
SHAREHOLDER MEETING
PROPOSAL #B.2: APPROVE THE 2006 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #B.3: APPROVE THE 2006 PROFIT DISTRIBUTION ISSUER YES FOR N/A
CASH DIVIDEND: TWD 1.5 PER SHARE; STOCK DIVIDEND: 50
SHARES FOR 1,000 SHARES HELD
PROPOSAL #B.4: APPROVE TO ISSUE THE NEW SHARES FROM ISSUER YES FOR N/A
RETAINED EARNINGS AND STAFF BONUS
PROPOSAL #B.5: APPROVE TO REVISE THE ARTICLES OF ISSUER YES AGAINST N/A
INCORPORATION
PROPOSAL #B.6: APPROVE TO REVISE THE PROCEDURES OF ISSUER YES FOR N/A
ASSET ACQUISITION OR DISPOSAL
PROPOSAL #B.7: APPROVE THE ISSUANCE OF NEW SHARES TO ISSUER YES FOR N/A
PARTICIPATE THE GLOBAL DEPOSITARY RECEIPT ?GDR?
ISSUANCE
PROPOSAL #B.8: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AT&T INC.
TICKER: T CUSIP: 00206R102
MEETING DATE: 7/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVE ISSUANCE OF AT&T COMMON SHARES ISSUER YES FOR FOR
REQUIRED TO BE ISSUED PURSUANT TO THE MERGER
AGREEMENT, DATED AS OF MARCH 4, 2006, BY AND AMONG
BELLSOUTH CORPORATION, AT&T INC. AND ABC CONSOLIDATION
CORP., AS IT MAY BE AMENDED.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ATOS ORIGIN, PARIS-LA DEFENSE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR N/A
COMMITTEE, THE CHAIRMAN OF THE SUPERVISORY BOARD, THE
SUPERVISORY BOARD AND THE AUDITORS, APPROVE THE
COMPANY'S FINANCIAL STATEMENTS AND CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2006, AS
PRESENTED; GRANT DISCHARGE TO THE EXECUTIVE COMMITTEE
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
PROPOSAL #2.: APPROVE THE RECOMMENDATIONS OF THE ISSUER YES FOR N/A
EXECUTIVE COMMITTEE AND RESOLVES THAT THE INCOME FOR
THE FY OF EUR 14,866,873.00 BE APPROPRIATED AS
SPECIFIED: LEGAL RESERVE: EUR 651,518.09, BROUGHT UP
TO: EUR 6,888,096.50, RETAINED EARNINGS: EUR
14,215,354.91 BOUGHT UP TO: EUR 167,368,889.00; IN
ACCORDANCE WITH THE REGULATIONS IN FORCE
PROPOSAL #3.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL. 225-86
ET SEQ OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #4.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL. 225-86
ET SEQ OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
REGARDING MR. LINARI'S ACTIVITY
PROPOSAL #5.: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON THE AGREEMENTS GOVERNED BY ARTICLES L.
225-86 ET SEQ OF THE FRENCH COMMERCIAL CODE, APPROVE
THE SAID REPORT AND AGREEMENTS REFERRED TO THEREIN
REGARDING MR. FLINOI'S ACTIVITY
PROPOSAL #6.: AUTHORIZE THE EXECUTIVE COMMITTEE TO ISSUER YES FOR N/A
BUYBACK THE COMPANY'S SHARES ON THE OPENMARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: ?-? MAXIMUM
PURCHASE PRICE: EUR 62.00 ?FREE OF CHARGE?, ?-?
MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE
SHARE CAPITAL, GIVING THAT 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
6,890,450.00; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; ?AUTHORITY
EXPIRES AT THE END OF 18 MONTH PERIOD? AND SUPERSEDES
THE ONE GRANTED BY THE SHAREHOLDER'S MEETING OF 23 MAY
2006 IN ITS RESOLUTION 6
PROPOSAL #7.: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 20,664,000.00, BY
ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, OF NEW SHARES WITH OR WITHOUT WARRANTS
GIVING RIGHT TO SUBSCRIBE SHARES BY WAY OF
CAPITALIZING RESERVES, PROFITS OR PREMIUMS AND BY
ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF
EXISTING SHARES BY ISSUANCE OF SECURITIES ?OTHER THAN
SHARES?, GIVING THE RIGHT TO THE ALLOCATION OF
EXISTING OR FUTURE SHARES OF THE COMPANY OR COMPANIES
OWNED BY IT FOR MORE THAN HALF OF THE CAPITAL BY
ISSUANCE OF WARRANTS GIVING RIGHT TO SUBSCRIBE TO
SHARES AGAINST CASH OR GRANTED FOR FREE; THE MAXIMUM
NOMINAL AMOUNT OF SHARE WHICH MAY BE ISSUED SHALL NOT
EXCEED EUR 20,664,000.00, THE MAXIMUM NOMINAL AMOUNT
OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT
EXCEED EUR 930,000,000.00; THE NOMINAL AMOUNT OF THE
SHARE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS AUTHORIZED BY
RESOLUTION 11 OF THE SHAREHOLDERS MEETING OF THE
SHAREHOLDERS MEETING OF 23 MAY 2006, WILL BE CHARGED
AGAINST THIS MAXIMUM NOMINAL AMOUNT; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; ?AUTHORITY
EXPIRES AT THE END OF 26 MONTH PERIOD? AND SUPERSEDES
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
PROPOSAL #8.: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, UP
TO 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING THE
NEW SHARES WITH OR WITHOUT WARRANTS GIVING RIGHT TO
SUBSCRIBE SHARES, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL; AND SUBJECT TO THE
PRELIMINARY APPROVAL OF THE SUPERVISORY BOARD, TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; ?AUTHORITY EXPIRES AT THE END OF 26 MONTH
PERIOD?
PROPOSAL #9.: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST N/A
GRANT, IN 1 OR MORE TRANSACTIONS, TO BENEFICIARIES TO
BE CHOSEN BY IT AMONG STAFF MEMBERS AND CORPORATE
OFFICERS OF THE COMPANY AND RELATED, GROUPS AND
COMPANIES, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES OF THE COMPANY TO BE ISSUED,
OR TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT
GIVE RIGHT TO A TOTAL NUMBER OF SHARES, WHICH SHALL
EXCEED 3,440,000; ?AUTHORITY EXPIRES AT THE END OF 38
MONTH PERIOD? AND SUPERSEDES THE 1 GRANTED BY THE
SHAREHOLDERS MEETING OF 04 JUNE 2004, IN ITS
RESOLUTION 8; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #10.: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST N/A
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, AT
ITS SOLE DISCRETION, IN FAVOUR OF MEMBERS OF A
COMPANY SAVING PLAN OF THE COMPANY ATOS ORIGIN AND-OR
RELATED COMPANIES, BY THE ISSUANCE OF NEW SHARES PAID-
UP IN CASH OR OTHER SECURITIES GIVING ACCESS TO THE
CAPITAL; THE SHAREHOLDERS MEETING RESOLVES THAT THE
EXECUTIVE COMMITTEE MAY GRANT, FOR FREE, SHARES OR
OTHER SECURITIES GIVING ACCESS TO THE SHARE CAPITAL.
?AUTHORITY EXPIRES AT THE END OF 26 MONTH PERIOD? AND
FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR 8.00;
IT SUPERSEDES THE 1 GRANTED BY THE SHAREHOLDERS
MEETING OF 23 MAY 2006 IN ITS RESOLUTION 14; AND TO
TAKE ALL NECESSARY FORMALITIES, SUBJECT TO THE
PRELIMINARY APPROVAL OF THE SUPERVISORY BOARD
PROPOSAL #11.: AMEND THE ARTICLE 24-3 OF THE BYLAWS IN ISSUER YES FOR N/A
ORDER TO VALIDATE THE CANCELLATION OFSECURITIE'S
IMMOBILIZATION
PROPOSAL #12.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR N/A
ORIGINAL, A COPY OR EXTRACT OF AN ORIGINAL, A COPY OR
EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT
ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES
PRESCRIBED BYLAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AU OPTRONICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RECEIVE THE 2006 BUSINESS REPORT ISSUER NO N/A N/A
PROPOSAL #A.2: RECEIVE THE SUPERVISORS REPORT OF 2006 ISSUER NO N/A N/A
AUDITED FINANCIAL REPORTS
PROPOSAL #A.3: RECEIVE THE REPORT OF THE INDIRECT ISSUER NO N/A N/A
INVESTMENT IN CHINA IN 2006
PROPOSAL #A.4: RECEIVE THE REPORT ON THE MERGER WITH ISSUER NO N/A N/A
QUANTA DISPLAY INC. ? QDI ?
PROPOSAL #A.5: RECEIVE THE REPORT ON THE RULES FOR ISSUER NO N/A N/A
MEETINGS OF THE BOARD OF DIRECTORS
PROPOSAL #B.1: APPROVE THE 2006 BUSINESS REPORT AND ISSUER YES FOR N/A
FINANCIAL STATEMENTS
PROPOSAL #B.2: APPROVE THE 2006 PROFIT DISTRIBUTION; ISSUER YES FOR N/A
CASH DIVIDEND: TWD 0.2 PER SHARE
PROPOSAL #B.3: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES FOR N/A
RETAINED EARNINGS AND STAFF BONUS; STOCK DIVIDEND: 20
FOR 1,000 SHARES HELD
PROPOSAL #B.4: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #B.5: APPROVE THE REVISION TO THE PROCEDURES ISSUER YES FOR N/A
FOR ASSET ACQUISITION OR DISPOSAL, TRADING
DERIVATIVES, MONETARY LOANS, ENDORSEMENT AND GUARANTEE
PROPOSAL #B.6.1: ELECT MR. VIVIEN HUEY-JUAN HSIEH ?ID ISSUER YES FOR N/A
NO. P200062523? AS AN INDEPENDENT DIRECTOR
PROPOSAL #B.6.2: ELECT MR. CHIEH-CHIEN CHAO ?ID NO. ISSUER YES FOR N/A
J100588946? AS AN INDEPENDENT DIRECTOR
PROPOSAL #B.6.3: ELECT MR. TZE-KAING YANG ?ID NO. ISSUER YES FOR N/A
A102241340? AS AN INDEPENDENT DIRECTOR
PROPOSAL #B.6.4: ELECT MR. KUEN-YAO (KY) LEE ?ID NO. ISSUER YES AGAINST N/A
K101577037? AS A DIRECTOR
PROPOSAL #B.6.5: ELECT MR. HSUAN BIN (HB) CHEN ?ID NO. ISSUER YES AGAINST N/A
J101514119? AS A DIRECTOR
PROPOSAL #B.6.6: ELECT MR. HUI HSIUNG ?ID NO. ISSUER YES AGAINST N/A
Y100138545? AS A DIRECTOR
PROPOSAL #B.6.7: ELECT MR. CHENG-CHU FAN- ISSUER YES AGAINST N/A
REPRESENTATIVE OF BENQ CORPORATION ?ID NO. J101966328?
AS A DIRECTOR
PROPOSAL #B.6.8: ELECT MR. LAI-JUH CHEN- ISSUER YES AGAINST N/A
REPRESENTATIVE OF BENQ CORPORATION ?ID NO. A121498798?
AS A DIRECTOR
PROPOSAL #B.6.9: ELECT MR. CHING-SHIH HAN- ISSUER YES AGAINST N/A
REPRESENTATIVE OF CHINA DEVELOPMENT INDUSTRIAL BANK?ID
NO. E220500302? AS A DIRECTOR
PROPOSAL #B.7: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR N/A
THE DIRECTORS FROM PARTICIPATION IN COMPETITIVE
BUSINESS
PROPOSAL #4.: EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AUSTRALIA & NEW ZEALAND BANKING GROUP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS FOR THE YE 30 SEP 2006
PROPOSAL #2.a: RE-ELECT MR. J.K. ELLIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.b: RE-ELECT MS. M.A. JACKSON, AC AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR N/A
30 SEP 2006
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVIVA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE COMPANY'S ISSUER YES FOR N/A
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITOR FOR THE YE 31 DEC 2006
PROPOSAL #2.: APPROVE TO DECLARE A FINAL DIVIDEND OF ISSUER YES FOR N/A
19.18 PENCE PER ORDINARY SHARE OF THE COMPANY FOR THE
YE 31 DEC 2006
PROPOSAL #3.: RE-ELECT MR. GUILLERMO DE LA DEHESA AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. WIM DIK AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY
PROPOSAL #5.: RE-ELECT MR. RICHARD KARL GOELTZ AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. RUSSELL WALLS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #7.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITOR'S REMUNERATION
PROPOSAL #9.: APPROVE TO RENEW THE AUTHORITY CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS BY ARTICLE 5.04?A? OF THE COMPANY'S
ARTICLES OF ASSOCIATION WITH THE SECTION 80 AMOUNT
BEING GBP 108 MILLION ?AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS?
PROPOSAL #S.10: APPROVE TO RENEW THE POWER CONFERRED ISSUER YES FOR N/A
ON THE DIRECTORS BY ARTICLE 5.04?B? OF THE COMPANY'S
ARTICLES OF ASSOCIATION WITH THE SECTION 89 AMOUNT
BEING GBP 32 MILLION ?AUTHORITY EXPIRES THE EARLIER OF
THE NEXT AGM OF THE COMPANY OR 15 MONTHS?
PROPOSAL #11.: APPROVE, IN ACCORDANCE TO THE SECTION ISSUER YES FOR N/A
241A OF THE COMPANIES ACT 1985, THE DIRECTORS
REMUNERATION REPORT CONTAINED WITHIN THE REPORT AND
ACCOUNTS FOR THE YE 31 DEC 2006
PROPOSAL #12.: APPROVE THE RULES OF THE AVIVA PLC ISSUER YES FOR N/A
SAVINGS RELATED SHARE OPTION SCHEME 2007 ?THE SCHEME?
?AS SPECIFIED?; AND AUTHORIZE THE DIRECTORS TO
ESTABLISH SUCH FURTHER PLANS FOR THE BENEFIT OF
EMPLOYEES OVERSEAS BASED ON THE SCHEME SUBJECT TO SUCH
MODIFICATIONS AS MAY BE NECESSARY OR DESIRABLE TO
TAKE ACCOUNT OF OVERSEAS SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATION PROVIDED THAT ANY ORDINARY
SHARES OF THE COMPANY MADE AVAILABLE UNDER SUCH
FURTHER PLANS ARE TREATED AS COUNTING AGAINST ANY
LIMITS ON INDIVIDUAL PARTICIPATION IN THE SCHEME OR
OVERALL PARTICIPATION IN THE SCHEME
PROPOSAL #S.13: ADOPT THE NEW ARTICLE 32.12 IN THE ISSUER YES FOR N/A
COMPANY'S ARTICLES OF ASSOCIATION AS SPECIFIED, AND
AMEND THE ARTICLES OF ASSOCIATION PRODUCED TO THE
MEETING AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE
OF IDENTIFICATION
PROPOSAL #S.14: 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
256 MILLION ORDINARY SHARES OF 25PENCE EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25PENCE
AND NOT MORE THAN 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 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.15: 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 8 %
CUMULATIVE IRREDEEMABLE PREFERENCE SHARES UP TO 100
MILLION 8 % CUMULATIVE PREFERENCE SHARES OF GBP 1
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25PENCE AND NOT MORE THAN 105% 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.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 8 %
CUMULATIVE IRREDEEMABLE PREFERENCE SHARES UP TO 100
MILLION 8 % CUMULATIVE PREFERENCE SHARES OF GBP 1
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25 PENCE AND NOT MORE THAN 105% 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 SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR N/A
COMMITTEE, THE REMARKS OF THE SUPERVISORY BOARD AND
THE REPORT OF THE AUDITORS AND THE COMPANY'S FINANCIAL
STATEMENTS FOR THE YE IN 31 DEC 2006, AS PRESENTED,
SHOWING INCOME OF EUR 1,432,561,750.00
PROPOSAL #O.2: RECEIVE THE REPORT OF THE EXECUTIVE ISSUER YES FOR N/A
COMMITTEE, THE REMARKS OF THE SUPERVISORYBOARD AND THE
REPORT OF THE 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 YES FOR N/A
EXECUTIVE COMMITTEE AND OF THE SUPERVISORYBOARD AND
THE RECORDS THAT: THE EARNINGS FOR THE FY ARE OF EUR
1,432,561,750.00 THE RETAINED EARNINGS ARE OF EUR
1,530,641,322.00 I.E. UNAVAILABLE RESULT OF EUR
2,963,203,072.00, TO BE ALLOCATED AS FOLLOWS: TO FUND
THE LEGAL RESERVE: EUR 46,138,302.00 TO THE DIVIDEND:
EUR 2,218,461,613.00 TO THE RETAINED EARNINGS: EUR
698,603,157.00, THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.06 PER SHARE, AND WILL ENTITLE
NATURAL PERSONS FISCALLY DOMICILIATED IN FRANCE, TO
THE 40% ALLOWANCE THIS DIVIDEND WILL BE PAID ON 21 MAY
2007 ?FOR THE 2,092,888,314 SHARES BEARING AN
ACCRUING DIVIDEND AS OF 01 JAN 2006?, AS REQUIRED BY
LAW, IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS
OWN SHARES ON THE DAY THE DIVIDENDS ARE PAID, THE
PROFIT OF THE UNPAID DIVIDENDS ON SUCH SHARES, SHALL
BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE AGREEMENT
SET FORTH IN SAID REPORT CONCERNING THE PROTOCOL OF
AGREEMENT BETWEEN THE GROUP AXA AND THE GROUP SCHNEIDER
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE AGREEMENTS
AUTHORIZED PREVIOUSLY TO THE 2006 FY AND WHICH
REMAINED IN FORCE DURING THE FY
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
JEAN-RENEFOURTOU AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
LEO APOTHEKER AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
GERARD MESTRALLET AS A MEMBER OF THE SUPERVISORY
BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
EZRA SULEIMAN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
PROPOSAL #O.10: APPOINT MR. JEAN-MARTIN FOLZ AS A ISSUER YES FOR N/A
MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.11: APPOINT MR. GIUSEPPE MUSSARI AS A ISSUER YES FOR N/A
MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD
PROPOSAL #O.12: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR N/A
EUR 1,100,000.00 TO THE SUPERVISORY BOARD
PROPOSAL #O.13: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST N/A
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.
209,288,831 SHARES ON 22 JAN 2007?; 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 ?I.E.
104,644,415 SHARES ON 22 JAN 2007?, IT SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 04 MAY 2006 IN ITS RESOLUTION
8; ?AUTHORITY EXPIRES AFTER THE END OF A 18-MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
DECIDE ON ONE OR MORE CAPITAL INCREASESUP TO A MAXIMUM
NOMINAL AMOUNT OF EUR 1,000,000,000.00, BY WAY OF
CAPITALIZING RESERVES, PROFITS, OR ADDITIONAL PAID-IN
CAPITAL, BY ISSUING BONUS SHARES AND, OR RAISING THE
PAR VALUE OF EXISTING SHARES; THIS AMOUNT IS DISTINCT
FROM THE CEILING OF EUR 1,500,000,000.00 SET FORTH IN
RESOLUTION 15, IT SUPERSEDES THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING
OF 20 APR 2005 IN ITS RESOLUTION 15; ?AUTHORITY
EXPIRES AFTER THE END OF A 26-MONTH PERIOD?; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.15: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
DECIDE ON ONE OR MORE CAPITAL INCREASES, IN FRANCE OR
ABROAD, UP TO A MAXIMUM NOMINAL AMOUNT OF EUR
1,500,000,000.00, BY ISSUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF COMMON SHARES OF
THE COMPANY AS WELL AS SECURITIES GIVING ACCESS TO
COMMON SHARES OF THE COMPANY OR OF A COMPANY IN WHICH
IT HOLDS DIRECTLY OR NOT MORE THAN HALF OF THE CAPITAL
?A SUBSIDIARY?; THE NOMINAL AMOUNT INCREASES
RESULTING FROM THE PRESENT RESOLUTION AND THE
RESOLUTIONS E.16 TO E.21 SHALL COUNT AGAINST THIS
CEILING; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
6,000,000,000.00 THIS AMOUNT IS COMMON TO ALL
SECURITIES, THE ISSUANCE OF WHICH IS PROVIDED FOR IN
RESOLUTIONS 16 TO 21, THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 20 APR 2005 IN ITS
RESOLUTION 16; ?AUTHORITY EXPIRES AFTER THE END OF A
26-MONTH PERIOD?; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
DECIDE ON ONE OR MORE CAPITAL INCREASES, IN FRANCE OR
ABROAD, OF A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY ISSUANCE, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, OF COMMON SHARES OF
THE COMPANY AS WELL AS SECURITIES GIVING ACCESS TO
COMMON SHARES OF THE COMPANY OR OF A COMPANY IN WHICH
IT HOLDS MORE THAN HALF OF THE CAPITAL ?A SUBSIDIARY?
THE NOMINAL AMOUNT OF CAPITAL INCREASE RESULTING FROM
THE PRESENT RESOLUTION, THE RESOLUTION E.15 AND THE
RESOLUTIONS E.17 TO E.21 NOT EXCEEDING EUR
1,500,000,000.00; THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
6,000,000,000.00 THIS AMOUNT SHALL COUNT AGAINST THE
CEILING SET FORTH IN RESOLUTION E.15, THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
20 APR 2005 IN ITS RESOLUTION 17; ?AUTHORITY EXPIRES
AFTER THE END OF A 26-MONTH PERIOD?; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.17: AUTHORIZE THE EXECUTIVE COMMITTEE ISSUER YES FOR N/A
?WITHIN THE LIMIT OF 10% OF THE COMPANY'S SHARE
CAPITAL OVER A 12-MONTH PERIOD AS WELL AS THE OVERALL
AMOUNT FIXED BY THE RESOLUTION E.16 AGAINST WHICH IT
SHALL COUNT?, TO SET THE ISSUE PRICE OF THE ORDINARY
SHARES OR SECURITIES TO BE ISSUED GIVING ACCESS TO THE
CAPITAL IN ACCORDANCE WITH THE CONDITIONS SET FORTH
IN RESOLUTION 16, THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 20 APR 2005 IN ITS RESOLUTION
18; ?AUTHORITY EXPIRES AFTER THE END OF A 26-MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE EXECUTIVE COMMITTEE MAY ISSUER YES FOR N/A
DECIDE, FOR EACH ONE OF THE ISSUANCES DECIDED
ACCORDINGLY TO RESOLUTIONS E.15 TO E.17, WITH OR
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS OF
SHAREHOLDERS, TO INCREASE THE NUMBER OF COMMON SHARES
AND SECURITIES TO BE ISSUED WITHIN THE LIMIT OF THE
CEILINGS SET FORTH IN RESOLUTIONS E.15 AND E.16, IT
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 20 APR 2005 IN
ITS RESOLUTION 18; ?AUTHORITY EXPIRES AFTER THE END
OF A 26-MONTH PERIOD?
PROPOSAL #E.19: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST N/A
DECIDE ON THE ISSUANCE OF COMMON SHARESOF THE COMPANY
OR SECURITIES GIVING ACCESS TO SHARES IN ISSUE OR TO
BE ISSUED OF THE COMPANY, IN CONSIDERATION FOR
SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER
INITIATED BY THE COMPANY IN FRANCE OR ABROAD, IT
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 20 APR 2005 IN
ITS RESOLUTION 20; ?AUTHORITY EXPIRES AFTER THE END
OF A 26-MONTH PERIOD?; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
DECIDE ON THE ISSUANCE, UP TO 10% OF THE SHARE
CAPITAL, OF COMMON SHARES OF THE COMPANY OR SECURITIES
GIVING ACCESS TO EXISTING SHARES OR SHARES TO BE
ISSUED IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL
SECURITIES OR SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL; THIS NOMINAL CEILING OF CAPITAL INCREASE NOT
EXCEEDING THE CEILING SET FORTH IN RESOLUTION E.16, IT
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 20 APR 2005 IN
ITS RESOLUTION 21; ?AUTHORITY EXPIRES AFTER THE END
OF A 26-MONTH PERIOD?; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE EXECUTIVE COMMITTEE, ISSUER YES AGAINST N/A
ACCORDINGLY TO RESOLUTION 16, TO DECIDE ONTHE
ISSUANCE, IN FRANCE OR ABROAD, UP TO A MAXIMUM NOMINAL
AMOUNT OF EUR 1,000,000,000.00, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, OF COMMON SHARES OF
THE COMPANY TO WHICH THE SECURITIES ISSUED BY ONE ?OR
MORE? COMPANY ?COMPANIES? IN WHICH THE COMPANY HOLDS
DIRECTLY OR INDIRECTLY MORE THAN HALF OF THE SHARE
CAPITAL ?A SUBSIDIARY? WILL GIVE RIGHT; THIS AMOUNT
SHALL COUNT AGAINST THE CEILING FIXED BY RESOLUTION
E.16, IT SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
20 APR 2005 IN ITS RESOLUTION 22; ?AUTHORITY EXPIRES
AFTER THE END OF A 26-MONTH PERIOD?; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.22: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
DECIDE ON THE ISSUANCE, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, UP TO A MAXIMUM NOMINAL AMOUNT OF
EUR 2,000,000,000.00, OF BONDS WITH BOND WARRANTS AND
SECURITIES GIVING RIGHT TO THE ALLOCATION OF DEBT
SECURITIES, IT SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
20 APR 2005 IN ITS RESOLUTION 23; ?AUTHORITY EXPIRES
AFTER THE END OF A 26-MONTH PERIOD?; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.23: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOR OF EMPLOYEES AND
FORMER EMPLOYEES OF THE COMPANY OR COMPANIES OR GROUPS
LINKED TO IT, WHO ARE THE MEMBERS OF THE COMPANY
SAVINGS PLANS AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 150,000,000.00, THIS DELEGATION SUPERSEDES
THE FRACTION UNUSED OF THE DELEGATION GRANTED BY THE
SHAREHOLDERS MEETING OF 20 APR 2005 IN ITS RESOLUTION
24; ?AUTHORITY EXPIRES AFTER THE END OF A 26-MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.24: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER YES AGAINST N/A
ACCORDANCE WITH THE AMBITION 2012 PROJECT, TO GRANT,
FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOR OF THE EMPLOYEES OF THE COMPANY AND
RELATED COMPANIES OR GROUPS, THEY MAY NOT REPRESENT
MORE THAN 0.7% OF THE SHARE CAPITAL; ?AUTHORITY
EXPIRES AFTER THE END OF A 38-MONTH PERIOD?; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.25: AUTHORIZE THE EXECUTIVE COMMITTEE, ISSUER YES FOR N/A
SUBJECT TO THE CONDITION PRECEDENT THAT THE RESOLUTION
13 IS APPROVED, TO REDUCE THE SHARE CAPITAL, ON 1 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
OF THE RESOLUTION E.13, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24-MONTH PERIOD
PROPOSAL #E.26: AMEND THE INDENTS 3 TO 6 OF THE ISSUER YES FOR N/A
ARTICLE 23 OF THE BYLAWS CONCERNING THE TURNOUT AND
THE VOTING MEANS OF THE SHAREHOLDERS
PROPOSAL #E.27: AMEND PARAGRAPHS 2 TO 8 AND 10 OF THE ISSUER YES FOR N/A
ARTICLE C OF THE BYLAWS CONCERNING THE CONDITIONS TO
ELECT PERSONS TO BE MEMBER OF THE SUPERVISORY BOARD
THAT REPRESENTING SHAREHOLDERS SALARIED
PROPOSAL #E.28: GRANT POWERS FOR FORMALITIES ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXIS CAPITAL HOLDINGS LTD.
TICKER: AXS CUSIP: G0692U109
MEETING DATE: 5/11/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GEOFFREY BELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER V. GREETHAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAURICE A. KEANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY B. SMITH ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE AXIS CAPITAL HOLDINGS ISSUER YES FOR FOR
LIMITED 2007 LONG-TERM EQUITY COMPENSATION PLAN.
PROPOSAL #03: TO ADOPT AMENDED AND RESTATED BYE-LAWS ISSUER YES FOR FOR
TO AMEND THE DIRECTOR AND OFFICER INDEMNITY PROVISIONS
AND TO ALLOW ACQUIRED SHARES OF AXIS CAPITAL HOLDINGS
LIMITED CAPITAL STOCK TO BE HELD IN TREASURY.
PROPOSAL #04: TO APPOINT DELOITTE & TOUCHE TO ACT AS ISSUER YES FOR FOR
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
AXIS CAPITAL HOLDINGS LIMITED FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2007 AND TO AUTHORIZE THE BOARD OF
DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET
THE FEES FOR THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AYALA CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/30/2007 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.: RECEIVE THE ANNUAL REPORT ISSUER YES FOR N/A
PROPOSAL #4.1: RATIFY ALL THE ACTS AND RESOLUTIONS OF ISSUER YES FOR N/A
THE BOARD OF DIRECTORS AND THE MANAGEMENT ADOPTED
DURING THE PRECEDING YEAR IN THE ORDINARY COURSE OF
BUSINESS
PROPOSAL #4.2: RATIFY THE RESOLUTIONS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS ADOPTED ON 07 DEC 2006 DECLARING A 20% STOCK
DIVIDEND AND APPROVE TO INCREASE THE AUTHORIZED
CAPITAL STOCK FROM P26B TO P37B; AND AMEND ARTICLE 7
OF THE ARTICLES OF INCORPORATION TO REFLECT THE
CAPITAL INCREASE
PROPOSAL #4.3: RATIFY THE MERGER INTO AYALA ISSUER YES FOR N/A
CORPORATION OF ITS WHOLLY-OWNED SUBSIDIARY, PFC
PROPERTIES, INC.
PROPOSAL #5.: ELECT THE DIRECTORS, INCLUDING THE ISSUER YES AGAINST N/A
INDEPENDENT DIRECTOR
PROPOSAL #6.: ELECT THE AUDITORS AND APPROVE TO FIX ISSUER YES FOR N/A
THEIR REMUNERATION
PROPOSAL #7.: OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #8.: ADJOURNMENT ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAE SYSTEMS
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE DISPOSAL OF THE COMPANY'S ISSUER YES FOR N/A
20% SHAREHOLDING IN AIRBUS S.A.S. TO EUROPEAN
AERONAUTIC DEFENCE AND SPACE COMPANY EADS N.V. AND
AUTHORIZE THE DIRECTORS TO TAKE ALL STEPS NECESSARY TO
IMPLEMENT THE DISPOSAL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAE SYSTEMS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED ACCOUNTS OF THE ISSUER YES FOR N/A
COMPANY FOR THE YE 31 DEC 2006 AND THE DIRECTORS
REPORTS AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2006
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2006 OF 6.9 PENCE PER ORDINARY SHARE PAYABLE ON
01 JUN 2007 TO ORDINARY SHAREHOLDERS WHOSE NAMES
APPEARED ON THE REGISTER OF MEMBERS AT THE CLOSE OF
BUSINESS ON 20 APR 2007
PROPOSAL #4.: RE-ELECT MR. ULRICH CARTELLERI AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO
ARTICLE 85
PROPOSAL #5.: RE-ELECT MR. MICHAEL HARTNALL AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO
ARTICLE 85
PROPOSAL #6.: RE-ELECT MR. GEORGE ROSE AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
PROPOSAL #7.: ELECT MR. WALTER HAVENSTEIN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO
ARTICLE 91
PROPOSAL #8.: ELECT MR. IAN KING AS A DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY, WHO RETIRES PURSUANT TO ARTICLE 91
PROPOSAL #9.: ELECT SIR NIGEL RUDD AS A DIRECTOR OF ISSUER YES FOR N/A
THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 91
PROPOSAL #10.: RE-APPOINT KPMG PLC AS THE AUDITORS OF ISSUER YES FOR N/A
THE COMPANY UNTIL THE NEXT AGM AT WHICH ACCOUNTS ARE
LAID BEFORE THE COMPANY
PROPOSAL #11.: AUTHORIZE THE AUDIT COMMITTEE OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE
AUDITORS
PROPOSAL #12.: AUTHORIZE THE COMPANY: I? TO MAKE ISSUER YES FOR N/A
DONATIONS TO EU POLITICAL ORGANIZATIONS ANDII? TO
INCUR EU POLITICAL EXPENDITURE PROVIDED THAT THE
AGGREGATE AMOUNT OF SUCH DONATIONS AND EXPENDITURE
MADE BY THE COMPANY AND OTHER COMPANY AUTHORIZED BY A
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY SHALL
NOT EXCEED GBP 100,000; ?AUTHORITY EXPIRES THE EARLIER
THE CONCLUSION OF THE AGM IN 2008 OR 09 AUG 2008?
PROPOSAL #13.: AUTHORIZE THE BAE SYSTEMS MARINE ISSUER YES FOR N/A
LIMITED: I? TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND II? TO INCUR EU POLITICAL
EXPENDITURE PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH
DONATIONS AND EXPENDITURE MADE BY THE BAE SYSTEMS
MARINE LIMITED AND ANY OTHER COMPANY AUTHORIZED BY A
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY SHALL
NOT EXCEED GBP 100,000; AND, ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY IN 2008 OR 09 AUG 2008?
PROPOSAL #14.: AUTHORIZE THE BAE SYSTEMS (OPERATIONS) ISSUER YES FOR N/A
LIMITED TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE
PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH DONATIONS
AND EXPENDITURE ON THE TERMS AS SPECIFIED REPLACING
THE WORDS BAE SYSTEMS MARINE LIMITED WITH BAE
SYSTEMS (OPERATIONS) LIMITED
PROPOSAL #15.: AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS ISSUER YES FOR N/A
(MUNITIONS & ORDNANCE) LIMITED: I? TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND II? TO INCUR EU
POLITICAL EXPENDITURE ON THE TERMS AS SPECIFIED
REPLACING THE WORDS BAE SYSTEMS MARINE LIMITED WITH
BAE SYSTEMS (MUNITIONS & ORDNANCE) LIMITED
PROPOSAL #16.: AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS ISSUER YES FOR N/A
(WEAPONS & VEHICLES) LIMITED: I? TO MAKE DONATIONS TO
EU POLITICAL ORGANIZATIONS AND II? TO INCUR EU
POLITICAL EXPENDITURE ON THE TERMS AS SPECIFIED
REPLACING THE WORDS BAE SYSTEMS MARINE LIMITED WITH
BAE SYSTEMS (WEAPONS & VEHICLES) LIMITED
PROPOSAL #17.: AUTHORIZE THE BAE SYSTEMS HAGGLUNDS AB: ISSUER YES FOR N/A
I? TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND II? TO INCUR EU POLITICAL EXPENDITURE ON THE TERMS
AS SPECIFIED REPLACING THE WORDS BAE SYSTEMS MARINE
LIMITED WITH BAE SYSTEMS HAGGLUNDS AB
PROPOSAL #18.: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 12(B)(I)OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY FOR THE PERIOD
ENDING ON 08 AUG 2008 OR, IF EARLIER, ON THE DAY
BEFORE THE COMPANY'S AGM IN 2008 AND THAT FOR SUCH
PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 26,664,742
PROPOSAL #S.19: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 12(B)(II) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY FOR THE PERIOD
ENDING ON 08 AUG 2008 OR, IF EARLIER, ON THE DAY
BEFORE THE COMPANY'S AGM IN 2008 AND THAT FOR SUCH
PERIOD THE SECTION 89 AMOUNT SHALL BE GBP 4,000,111
PROPOSAL #S.20: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES ?SECTION 163 OF THE ACT? OF UP TO
320,008,915 ORDINARY SHARES OF 2.5P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 2.5P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; ?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR ON 09 AGU 2008?;
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.21: AUTHORIZE THE COMPANY, (I) SUBJECT TO ISSUER YES FOR N/A
AND IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES
ACT 2006, THE DISCLOSURE AND TRANSPARENCY RULES
PUBLISHED BY THE FINANCIAL SERVICES AUTHORITY AND THE
ARTICLES OF ASSOCIATION, TO SEND, CONVEY OR SUPPLY ALL
TYPES OF NOTICES, DOCUMENTS OR INFORMATION TO THE
MEMBERS BY MEANS OF ELECTRONIC EQUIPMENT FOR THE
PROCESSING (INCLUDING DIGITAL COMPRESSION), STORAGE
AND TRANSMISSION OF DATA, EMPLOYING WIRES, RADIO
OPTICAL TECHNOLOGIES, OR ANY OTHER ELECTRONIC MEANS,
INCLUDING, WITHOUT LIMITATION, BY SENDING SUCH
NOTICES, DOCUMENTS OR INFORMATION BY ELECTRONIC MAIL
OR BY MAKING SUCH NOTICES, DOCUMENTS OR INFORMATION
AVAILABLE ON A WEBSITE; AND, (II) TO AMEND THE
ARTICLES OF ASSOCIATION OF THE COMPANY AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAKER HUGHES INCORPORATED
TICKER: BHI CUSIP: 057224107
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LARRY D. BRADY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.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: PIERRE H. JUNGELS 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 2007
PROPOSAL #03: PROPOSAL TO AMEND THE COMPANY'S RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/6/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPOINT KPMG COMPANY AS THE INDEPENDENT ISSUER NO N/A N/A
AUDITORS
PROPOSAL #O.2: APPROVE THE STOCK GRANTING FOR THE YEAR ISSUER NO N/A N/A
2005
PROPOSAL #E.1: APPROVE THE MERGER DRAFT OF MPS NET SPA ISSUER NO N/A N/A
AND MPS PROFESSIONAL SPA INTO BMPS SPA THROUGH
INCORPORATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE POSSIBLE MEASURES AS PER ISSUER NO N/A N/A
ARTICLE 6 II PARAGRAPH, MINISTERIAL DECREE 18 MAR 1998
N. 161, IN RELATION TO THE COMPOSITION OF THE
ADMINISTRATIVE BODY AS PER THE RELEVANT DELIBERATION
OF THE BOARD OF DIRECTORS DATED 14 DEC 2006
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA POPOLARE ITALIANA-BANCA POPOLARE DI LODI SOCIETA' COOPERATIVA, LODI
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/19/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE EVENTUAL REJECTION OF THE ISSUER NO N/A N/A
DIRECTOR MR. DIVO GRONCHI FROM HIS OFFICE AS PER
ARTICLE 6 COMMA 2 OF THE MINISTERIAL DECREE NO. 161
DATED 18 MAR 1998 ?OFFICES SUSPENSION?
PROPOSAL #2.: APPROVE THE EVENTUAL AJOURNMENT THEREOF ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA POPOLARE ITALIANA-BANCA POPOLARE DI LODI SOCIETA' COOPERATIVA, LODI
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE THE FINANCIAL STATEMENTS, THE ISSUER NO N/A N/A
BOARD OF DIRECTORS REPORT AND THE BOARD OF AUDITORS
FOR THE YEAR 31 DEC 2006, ADJOURNMENT THEREOF
PROPOSAL #2: APPROVE THE DETERMINE THE UNIT VALUE SHARE ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE COMMITMENT TO THE AUDIT FIRM ISSUER NO N/A N/A
FOR THE YEARS 2007-2015, AND AUDIT FIRM EMOLUMENTS,
ADJOURNMENT THEREOF
PROPOSAL #4.: APPROVE TO DETERMINE BOARD OF DIRECTORS ISSUER NO N/A N/A
EMOLUMENTS FOR THE YEAR 2007
PROPOSAL #5.: APPOINT THE BOARD OF ARBITRATORS FOR THE ISSUER NO N/A N/A
YEAR'S 2007-2009
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA POPOLARE ITALIANA-BANCA POPOLARE DI LODI SOCIETA' COOPERATIVA, LODI
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SOCIAL RESPONSIBILITY ACTION ISSUER NO N/A N/A
TOWARDS SOME MEMBERS OF THE PREVIOUSCORPORATE BODIES,
RESOLUTIONS RELATED THERETO
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCA POPOLARE ITALIANA-BANCA POPOLARE DI LODI, LODI
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE THE MERGER BY INCORPORATION ISSUER NO N/A N/A
PLAN OF RETIBANCARIE S.P.A. AND BIPIELLE INVESTIMENTI
INTO BANCA POPOLARE ITALIANA SOC. COOP. AND CONSEQUENT
CAPITAL INCREASE OF THE MERGING COMPANY IN FAVOUR OF
THE MERGER; RESOLUTION RELATED THERETO AND POWERS OF
BESTOWAL
PROPOSAL #O.1: APPROVE TO INTEGRATE THE BOARD OF ISSUER NO N/A N/A
AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE INDIVIDUAL AND THE ISSUER YES FOR N/A
CONSOLIDATED FINANCIAL STATEMENTS FOR FYE 31 DEC 2006,
ALLOCATION OF INCOME AND DISTRIBUTION OF DIVIDEND AND
GRANT DISCHARGE TO THE DIRECTORS
PROPOSAL #2.1: APPROVE TO NOMINATE MR. RAFAEL BERMEJO ISSUER YES FOR N/A
BLANCO TO THE BOARD OF DIRECTORS
PROPOSAL #2.2: RATIFY MR. RICHARD C. BREEDEN AS THE ISSUER YES FOR N/A
BOARD MEMBER
PROPOSAL #2.3: RATIFY MR. RAMON BUSTAMANTE YDE LA MORA ISSUER YES FOR N/A
AS THE BOARD MEMBER
PROPOSAL #2.4: RATIFY MR. JOSE ANTONIO FERNANDEZ ISSUER YES FOR N/A
RIVERO AS THE BOARD MEMBER
PROPOSAL #2.5: RATIFY MR. IGNACIO FERRERO JORDI AS THE ISSUER YES FOR N/A
BOARD MEMBER
PROPOSAL #2.6: RATIFY MR. ROMAN KNORR BORRAS AS THE ISSUER YES FOR N/A
BOARD MEMBER
PROPOSAL #2.7: RATIFY MR. ENRIQUE MEDINA FERNANDEZ AS ISSUER YES FOR N/A
THE BOARD MEMBER
PROPOSAL #3.: APPROVE, THE AUTHORIZE INCREASE IN THE ISSUER YES FOR N/A
AUTHORITY GRANTED TO THE BOARD AT THE AGM HELD ON 18
MAR 2006 BY UP TO EUR 30 BILLION VIA ISSUANCE OF NON
CONVERTIBLE AND EXCHANGEABLE SECURITIES
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 CONSOLIDATION ACT, TEXTO REFUNDIDO DE LA LEY
DE SOCIEDADES ANONIMAS, ESTABLISHING THE LIMITS AND
REQUIREMENTS FOR THE SE ACQUISITIONS, WITH THE EXPRESS
POWER TO DECREASE THE SHARE CAPITAL FOR THE
AMORTIZATION OF OWN SHARES, APPROVE TO DELEGATE ALL
POWERS TO THE BOARD OF DIRECTORS REQUIRED FOR THE
EXECUTION OF THE RESOLUTIONS ADOPTED BY THE BOARD IN
THIS REGARD, RENDERING VOID THE AUTHORITY GRANTED BY
THE GENERAL MEETING OF SHAREHOLDERS HELD ON 18 MAR 2006
PROPOSAL #5.: APPROVE TO REVIEW THE 2007 FINANCIAL ISSUER YES FOR N/A
BUDGET
PROPOSAL #6.: AMEND ARTICLE 36 OF BYLAWS REGARDING THE ISSUER YES FOR N/A
LENGTH OF TERM AND RE-ELECTION OF THE DIRECTORS
PROPOSAL #7.: APPROVE TO CREATE A FOUNDATION FOR THE ISSUER YES FOR N/A
COOPERATION AND DEVELOPMENT OF SOCIAL-ECONOMIC
PROJECTS THROUGH MICRO FINANCING ACTIVITIES
PROPOSAL #8.: AUTHORIZE THE BOARD TO RATIFY AND TO ISSUER YES FOR N/A
EXECUTE APPROVED RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DE ORO UNVL BK
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MERGER BETWEEN BANCO DE ORO ISSUER YES FOR N/A
UNIVERSAL BANK AND EQUITABLE PCI BANK, INC
PROPOSAL #2.: APPROVE THE INCREASE IN AUTHORIZED ISSUER YES FOR N/A
CAPITAL STOCK
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DE ORO UNVL BK
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE TO DETERMINE THE EXISTENCE OF ISSUER YES FOR N/A
QUORUM CERTIFICATION OF QUORUM
PROPOSAL #3.: APPROVE THE PLAN OF MERGER ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR N/A
CAPITAL STOCK
PROPOSAL #5.: OTHER MATTERS ISSUER NO N/A N/A
PROPOSAL #6.: ADJOURNMENT ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL S A MEDIUM TERM NTS BOOK ENTRY 144A
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE TO DELIBERATE ON THE BUDGET OF ISSUER YES FOR N/A
CAPITAL
PROPOSAL #A.2: APPROVE THE BOARD OF DIRECTORS, ISSUER YES FOR N/A
FINANCIAL STATEMENTS, EXTERNAL AUDITORS AND OF THE
FINANCE COMMITTEE AND DOCUMENTS OPINION REPORT
RELATING TO FYE 31 DEC 2006
PROPOSAL #A.3: APPROVE TO DELIBERATE ON THE ISSUER YES FOR N/A
DISTRIBUTION OF THE FY'S NET PROFITS AND DISTRIBUTION
OF DIVIDENDS
PROPOSAL #A.4: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR N/A
COMMITTEE
PROPOSAL #A.5: APPROVE TO SET THE MEMBERS OF THE ISSUER YES FOR N/A
FINANCE COMMITTEE REMUNERATION
PROPOSAL #A.6: ELECT THE MEMBERS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #A.7: APPROVE TO SET THE DIRECTORS ISSUER YES FOR N/A
REMUNERATION
PROPOSAL #E.1: APPROVE THE SPLITTING OF SHARES OF 200 ISSUER YES FOR N/A
% ?1/3?, ISSUING 2 NEW SHARES FOR EACHSHARE HELD
PROPOSAL #E.2: APPROVE THE CAPITALIZATION OF PART OF ISSUER YES FOR N/A
THE BALANCE OF THE RESERVES FOR EXPANSION AND THE
AMOUNT REGISTERED IN CAPITAL RESERVES, WITHOUT THE
ISSUING OF NEW SHARES
PROPOSAL #E.3: AMEND THE ARTICLE 7TH OF THE CORPORATE ISSUER YES FOR N/A
BY-LAWS, AS A CONSEQUENCE OF THE APPROVAL OF THE
SUBJECTS STATED IN ITEMS 1 AND 2
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL S A MEDIUM TERM NTS BOOK ENTRY REG S
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND ARTICLE 7 OF THE CORPORATE BYLAWS, ISSUER YES ABSTAIN N/A
DUE TO THE INCREASE IN CORPORATE CAPITAL AND THE
NUMBER OF SHARES, ARISING FROM THE SERIES B
SUBSCRIPTION BONUS
PROPOSAL #2.: AMEND ARTICLE 42 OF THE CORPORATE ISSUER YES ABSTAIN N/A
BYLAWS, TO GUARANTEE GREATER FLEXIBILITY INTHE
FORMATION OF STATUTORY RESERVES OF THE BANK, AIMING AT
GUARANTEEING THE MAINTENANCE OF THE COMPANY'S
OPERATIONAL MARGIN
PROPOSAL #3.: AMEND ARTICLES 50, 51 AND 52 OF THE ISSUER YES ABSTAIN N/A
CORPORATE BYLAWS, AIMING AT ADAPTING THEMTO THE
REQUIREMENTS ORIGINATING FROM THE JOINING OF BOVESPA'S
NEW MARKET
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL S A MEDIUM TERM NTS BOOK ENTRY REG S
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: AMEND ARTICLES 18 AND 33 AND INCLUDE ISSUER YES FOR N/A
ARTICLE 33A IN THE CORPORATE BYLAWS, AIMING AT
IMPROVING THE BANK'S CORPORATE GOVERNANCE MODEL
PROPOSAL #II.: AMEND ARTICLES 42 AND 43 OF THE ISSUER YES FOR N/A
CORPORATE BYLAWS DEALING WITH THE ALLOCATION OF
PROFITS, THE EXTINCTION OF THE BYLAW RESERVES AND THE
PAYMENT OF DIVIDENDS
PROPOSAL #III.: APPROVE THE ALLOCATION OF THE BALANCE ISSUER YES FOR N/A
OF THE CURRENT BYLAW RESERVES
PROPOSAL #IV.: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR N/A
COMMITTEE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO POPOLARE DI VERONA E NOVARA SCRL, VERONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE, THE MERGER PLAN BETWEEN BANCA ISSUER NO N/A N/A
POPOLARE ITALIANA SOC. COOP. AND BANCA POPOLARE VERONA
E NOVARA AS PER THE ARTICLE 2501 AND FOLLOWING CIVIL
CODE'S ARTICLES, CONSEQUENT CONSTITUTION OF A NEW
COMPANY BANCO POPOLARE SOCIETA COOPERATIVA, THE
PROPOSED LISTING ADMISSION OF BANCO POPOLARE SOCIETA
COOPERATIVA ORDINARY SHARES 4.75%, 2000/2010, ISIN
IT0001444360 CONVERTIBLE BOND LOAN WARRANT B.CA
POPOLARE ITALIANA SOC COOPERATIVA 2005/2010, ISIN
IT0003872279 ALREADY ISSUED BY B.CA POPOLARE ITALIANA
SOC COOPERATIVA FOR WHICH RELEVANT LIABILITY WILL BE
ARRANGED BY BANCO POPOALARE SOCIETA COOPERATIVA,
CONSEQUENT AMENDMENT OF THE COMPANY BY-LAWS BECAUSE OF
A NEW DUALISTIC MANAGEMENT: NEW MEMBERS OF THE
SUPERVISORY BOARD AND AUTHORIZE THE BOARD OF AUDITORS
TO BUY BACK (PURCHASE OWN SHARES), INERENT AND
CONSEQUENT RESOLUTIONS
PROPOSAL #E.2: APPROVE THE EXTENSION OF THE DIRECTORS ISSUER NO N/A N/A
PERIOD OF OFFICE
PROPOSAL #O.1: GRANT AUTHORITY FOR THE BUY BACK PLAN ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO POPULAR ESPANOL SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2007 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 2006.
PROPOSAL #2.1: AMENDMENT OF ARTICLE 14 RELATIVE TO THE ISSUER YES FOR N/A
LIMITATIONS ON ATTENDING THE GENERAL MEETING OF
SHAREHOLDERS.
PROPOSAL #2.2: AMENDMENT OF ARTICLE 16 RELATIVE TO THE ISSUER YES FOR N/A
VICE PRESIDENT OF THE BOARD OF DIRECTORS.
PROPOSAL #2.3: AMENDMENT OF ARTICLE 18 IN RELATION TO ISSUER YES FOR N/A
THE FUNCTIONS OF THE SECRETARY OF THE BOARD OF
DIRECTORS.
PROPOSAL #2.4: AMENDMENT OF ARTICLE 21 TO REGULATE, IN ISSUER YES FOR N/A
SEPARATE, NEWLY CREATED ARTICLES, THE COMMITTEES OF
THE BOARD OF DIRECTORS.
PROPOSAL #2.5: AMENDMENT OF ARTICLES 22 AND 23 AND ISSUER YES FOR N/A
ELIMINATION OF ARTICLE 24 IN RELATION TO THE
COMPOSITION AND POWERS OF GENERAL MANAGEMENT.
PROPOSAL #2.6: ELIMINATION OF ARTICLE 25 RELATIVE TO ISSUER YES FOR N/A
THE GENERAL SECRETARY.
PROPOSAL #3.1: AMENDMENT OF ARTICLE 8 IN RELATION TO ISSUER YES FOR N/A
THE INFORMATION TO BE INCLUDED ON THE CORPORATE
WEBSITE.
PROPOSAL #3.2: AMENDMENT OF ARTICLE 9 TO INCLUDE NEW ISSUER YES FOR N/A
POWERS OF THE GENERAL MEETING.
PROPOSAL #3.3: AMENDMENT OF ARTICLES 12 ?MEETING ISSUER YES FOR N/A
ANNOUNCEMENT? AND 28 ?VOTING ON RESOLUTIONS? IN
RELATION TO SEPARATE VOTING ON SUBSTANTIALLY
INDEPENDENT MATTERS.
PROPOSAL #3.4: AMENDMENT OF ARTICLE 28 IN RELATION TO ISSUER YES FOR N/A
THE SPLITTING OF VOTES AT THE GENERAL MEETING.
PROPOSAL #4.1: APPOINTMENT OF MR. NICOLAS OSUNA GARCIA ISSUER YES AGAINST N/A
AS AN INDEPENDENT DIRECTOR.
PROPOSAL #4.2: APPOINTMENT OF MS. HELENA REVOREDO ISSUER YES AGAINST N/A
DELVECCIO AS AN INDEPENDENT DIRECTOR.
PROPOSAL #4.3: RE-ELECTION OF MR. LUIS HERRANDO PRAT ISSUER YES AGAINST N/A
DE LA RIBA AS AN INDEPENDENT DIRECTOR.
PROPOSAL #4.4: RE-ELECTION OF MR. FRANCISCO APARICIO ISSUER YES AGAINST N/A
VALLS AS THE CHIEF EXECUTIVE OFFICER.
PROPOSAL #4.5: RE-ELECTION OF THE SINDICATURA DE ISSUER YES AGAINST N/A
ACCIONISTAS DE BPE AS A NOMINEE DIRECTOR.
PROPOSAL #5.: RE-ELECTION OF PRICEWATERHOUSECOOPERS ISSUER YES FOR N/A
AUDITORES, S.L. AS THE AUDITORS FOR THE REVIEW AND
LEGAL AUDITING OF THE FINANCIAL STATEMENTS OF THE BANK
AND ITS CONSOLIDATED GROUP.
PROPOSAL #6.: AUTHORIZATION TO BUY TREASURY STOCK ISSUER YES FOR N/A
ACCORDING TO LAW AND TO WRITE IT DOWN AGAINST EQUITY
AND CONSEQUENT CAPITAL REDUCTION UP TO A LIMIT OF 5
PER CENT OF THE CAPITAL.
PROPOSAL #7.: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO ISSUE PROMISSORY NOTES, BONDS AND DEBENTURE,
ORDINARY OR SUBORDINATED, SECURED OR UNSECURED, NON
CONVERTIBLE, PREFERRED OWNERSHIP INTEREST SECURITIES,
MORTGAGE BONDS ? CEDULAS ? AND MORTGAGE INTEREST
SECURITIES, MORTGAGE TRANSFER NOTES, REGIONAL OR LOCAL
BONDS ? CEDULAS TERRITORIALES ? OR ANY FIXED
INTEREST-BEARING SECURITIES OF WHATSOEVER NATURE, IN
EUROS OR IN FOREIGN CURRENCY, AT FIXED OR UNSTABLE
INTEREST RATE, WITHIN THE MAXIMUM LEGAL PERIOD OF FIVE
PROPOSAL #8.: REPORT ON REMUNERATION POLICY OF THE ISSUER YES FOR N/A
MEMBERS OF THE BOARD, WHICH SHALL BE VOTED ON ADVISORY
BASIS.
PROPOSAL #9.: REPORT ON THE AMENDMENTS INTRODUCED IN ISSUER YES FOR N/A
THE BOARD OF DIRECTORS RULES TO BE VOTED AT THE
MEETING.
PROPOSAL #10.: TAX FILING UNDER THE TAX CONSOLIDATION ISSUER YES FOR N/A
SCHEME PROVIDED FOR IN CHAPTER VII, TITLE VII OF THE
REVISED TEXT OF THE CORPORATE INCOME TAX ACT APPROVED
BY ROYAL LEGISLATIVE DECREE 4/2004 OF 5 MARCH.
PROPOSAL #11.: EMPOWERMENT OF THE BOARD OF DIRECTORS ISSUER YES FOR N/A
WITH THE AUTHORITY TO FORMALIZE, INTERPRET, REMEDY AND
EXECUTE THE RESOLUTIONS PASSED BY THE GENERAL MEETING
OF SHAREHOLDERS AND TO APPROVE THE REVISED TEXT OF
THE ARTICLES OF ASSOCIATION.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: EXAMINATION AND APPROVAL, IF DEEMED ISSUER YES FOR N/A
APPROPRIATE, OF THE PLAN TO MERGE BANCO SANTANDER
CENTRAL HISPANO, S.A., RIYAL, S.L., LODARES
INVERSIONES, S.L. SOCIEDAD UNIPERSONAL, SOMAEN-DOS,
S.L. SOCIEDAD UNIPERSONAL, GESSINEST CONSULTING, S.A.
SOCIEDAD UNIPERSONAL AND CARVASA INVERSIONES, S.L.
SOCIEDAD UNIPERSONAL, AND APPROVAL OF THE AUDITED
BALANCE SHEET OF BANCO SANTANDER CENTRAL HISPANO, S.A.
AS OF JUNE 30, 2006 (THE MERGER BALANCE SHEET).
APPROVAL OF THE MERGER OF BANCO SANTANDER CENTRAL
HISPANO, S.A., RIYAL, S.L., LODARES INVERSIONES, S.L.
SOCIEDAD UNIPERSONAL, SOMAEN-DOS, S.L. SOCIEDAD
UNIPERSONAL, GESSINEST CONSULTING, S.A. SOCIEDAD
UNIPERSONAL AND CARVASA INVERSIONES, S.L. SOCIEDAD
UNIPERSONAL THROUGH THE ABSORPTION OF THE LATTER FIVE
COMPANIES BY THE FIRST-NAMED COMPANY, WITH THE
TERMINATION OF THE FIVE ABSORBED COMPANIES AND THE
TRANSFER EN BLOC AND AS A WHOLE OF ALL OF THEIR NET
ASSETS TO BANCO SANTANDER CENTRAL HISPANO, S.A., ALL
OF THE FOREGOING IN COMPLIANCE WITH THE PROVISIONS OF
THE MERGER PLAN. APPLICATION TO THE MERGER OF THE
SPECIAL TAX REGIME SET FORTH IN CHAPTER VIII OF TITLE
VII OF THE RESTATED TEXT OF THE CORPORATE INCOME TAX
LAW TEXTO REFUNDIDO DE LA LEY DEL IMPUESTO SOBRE
SOCIEDADES . SUBJECTING THE RESOLUTION ADOPTED UNDER
THIS ITEM OF THE AGENDA TO A CONDITION PRECEDENT AND
DELEGATION OF POWERS TO DEEM SUCH CONDITION SATISFIED
OR NOT SATISFIED
PROPOSAL #2.: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO INTERPRET, REMEDY, SUPPLEMENT, CARRY OUT AND
DEVELOP THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS
ACTING AT THE MEETING, AS WELL AS TO SUBSTITUTE THE
POWERS IT RECEIVES FROM THE SHAREHOLDERS ACTING AT THE
MEETING, AND THE GRANT OF POWERS TO HAVE SUCH
RESOLUTIONS CONVERTED INTO PUBLIC INSTRUMENTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO APPROVE THE ANNUAL ACCOUNTS ?BALANCE ISSUER YES FOR N/A
SHEET, PROFIT AND LOSS STATEMENT, STATEMENTS OF
CHANGES IN NET ASSETS AND CASH FLOWS, AND NOTES? AND
THE CORPORATE MANAGEMENT OF BANCO SANTANDER CENTRAL
HISPANO, S.A. AND ITS CONSOLIDATED GROUP FOR THE FYE
31 DEC 2006
PROPOSAL #2.: TO APPROVE THE APPLICATION OF RESULTS ISSUER YES FOR N/A
OBTAINED BY THE BANK DURING FY 2006, IN THE AMOUNT OF
3,256,189,632.83 EUROS, DISTRIBUTING THEM AS SPECIFIED
PROPOSAL #3.A: TO RATIFY THE APPOINTMENT OF MS. ISABEL ISSUER YES FOR N/A
TOCINO BISCAROLASAGA AS DIRECTOR, AS RESOLVED BY THE
BOARD OF DIRECTORS AT ITS MEETING OF 26 MAR 2007, WITH
RESPECT TO THE ANNUAL RENEWAL OF ONE-FIFTH OF THE
DIRECTOR POSITIONS PROVIDED BY ARTICLE 30 OF THE
CURRENT BYLAWS
PROPOSAL #3.B: TO RE-ELECT ASSICURAZIONI GENERALI ISSUER YES FOR N/A
S.P.A AS DIRECTOR
PROPOSAL #3.C: TO RE-ELECT MR. ANTONIO BASAGOITI ISSUER YES FOR N/A
GARCIA-TUNON AS DIRECTOR
PROPOSAL #3.D: TO RE-ELECT MR. ANTONIO ESCAMEZ TORRES ISSUER YES FOR N/A
AS DIRECTOR
PROPOSAL #3.E: TO RE-ELECT MR. FRANCISCO LUZON LOPEZ ISSUER YES FOR N/A
AS DIRECTOR
PROPOSAL #4.: TO RE-APPOINT THE FIRM DELOITTE, S.L., ISSUER YES FOR N/A
WITH ITS REGISTERED OFFICE IN MADRID, AT PLAZA PABLO
RUIZ PICASSO, 1, TORRE PICASSO, AND TAX ID CODE B-
79104469, AS AUDITOR OF ACCOUNTS FOR VERIFICATION OF
THE ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF THE BANK
AND OF THE CONSOLIDATED GROUP FOR FY 2007
PROPOSAL #5.: TO DEPRIVE OF EFFECT, TO THE EXTENT OF ISSUER YES FOR N/A
THE UNUSED AMOUNT, THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS ACTING AT THE ORDINARY GENERAL
SHAREHOLDERS MEETING OF 17 JUNE 2006 FOR THE
DERIVATIVE ACQUISITION OF SHARES OF THE BANK BY THE
BANK AND THE SUBSIDIARIES COMPRISING THE GROUP; 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
MAXIMUM LIMIT INCLUDING THE SHARES THEY ALREADY HOLD
OF 312,714,828 SHARES OR, AS APPROPRIATE, THE NUMBER
OF SHARES EQUIVALENT TO 5% OF THE CAPITAL STOCK
EXISTING AT ANY GIVEN TIME, WHICH 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 ON WHICH THE
GENERAL SHAREHOLDERS MEETING IS HELD, 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 1 OF THE ISSUER YES FOR N/A
BYLAWS IS AMENDED, WITHOUT ANY CHANGE IN THE OTHER
PARAGRAPHS OF SUCH PROVISION, SUCH THAT SAID FIRST
PARAGRAPH OF ARTICLE 1 WILL READ AS SPECIFIED
PROPOSAL #6.B: ARTICLE 28 OF THE BYLAWS IS AMENDED TO ISSUER YES FOR N/A
READ AS SPECIFIED
PROPOSAL #6.C: THE SECOND PARAGRAPH OF ARTICLE 36 OF ISSUER YES FOR N/A
THE BYLAWS IS AMENDED, WITHOUT ANY CHANGE IN THE OTHER
PARAGRAPHS OF SUCH PROVISION, SUCH THAT SAID SECOND
PARAGRAPH OF ARTICLE 36 WILL READ AS SPECIFIED
PROPOSAL #6.D: THE LAST PARAGRAPH OF ARTICLE 37 OF THE ISSUER YES FOR N/A
BYLAWS IS AMENDED, WITHOUT ANY CHANGE IN THE OTHER
PARAGRAPHS OF SUCH PROVISION, SUCH THAT SAID LAST
PARAGRAPH OF ARTICLE 37 WILL READ AS SPECIFIED
PROPOSAL #6.E: THE FIRST PARAGRAPH OF ARTICLE 40 OF ISSUER YES FOR N/A
THE BYLAWS IS AMENDED, WITHOUT ANY CHANGE IN THE OTHER
PARAGRAPHS OF SUCH PROVISION, SUCH THAT SAID FIRST
PARAGRAPH OF ARTICLE 40 WILL READ AS SPECIFIED
PROPOSAL #7.A: THE PREAMBLE TO THE RULES AND ISSUER YES FOR N/A
REGULATIONS FOR THE GENERAL SHAREHOLDERS MEETING IS
AMENDED TO READ AS SPECIFIED
PROPOSAL #7.B: ARTICLE 2 OF THE RULES AND REGULATIONS ISSUER YES FOR N/A
FOR THE GENERAL SHAREHOLDERS MEETING IS AMENDED TO
READ AS SPECIFIED
PROPOSAL #7.C: ARTICLE 21 OF THE RULES AND REGULATIONS ISSUER YES FOR N/A
FOR THE GENERAL SHAREHOLDERS MEETING IS AMENDED
THROUGH THE ADDITION OF A NEW SUB-SECTION 2 AND THE
RENUMBERING OF THE CURRENT SUB-SECTION 2 AS A NEW SUB-
SECTION 3, SUCH THAT ARTICLE 21 WILL READ AS SPECIFIED
PROPOSAL #7.D: A NEW ARTICLE 22 IS ADDED BELOW ARTICLE ISSUER YES FOR N/A
21 OF THE RULES AND REGULATIONS FOR THE GENERAL
SHAREHOLDERS MEETING, WHICH WILL READ AS SPECIFIED
PROPOSAL #8.: TO DELEGATE TO THE BOARD OF DIRECTORS, ISSUER YES FOR N/A
PURSUANT TO THE PROVISIONS OF SECTION 153.1.A) OF THE
BUSINESS CORPORATIONS LAW, THE BROADEST POWERS TO DO
THE FOLLOWING WITHIN ONE YEAR FROM THE DATE ON WHICH
THIS GENERAL SHAREHOLDERS MEETING IS HELD: SET THE
DATE AND TERMS AND CONDITIONS, IN ALL MATTERS NOT
PROVIDED FOR BY THE SHAREHOLDERS THEMSELVES ACTING AT
THE GENERAL SHAREHOLDERS MEETING, FOR A CAPITAL
INCREASE APPROVED AT SUCH 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 OF 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 UNRESTRICTED RESERVES, OR SOME COMBINATION
OF THE TWO METHODS; DETERMINE THE DEADLINE FOR
EXERCISING PRE-EMPTIVE RIGHTS (OR FOR NEGOTIATING THE
RIGHT TO GRATUITOUS ASSIGNMENT) IN THE EVENT OF THE
ISSUANCE OF NEW SHARES; FREELY OFFER THE SHARES NOT
SUBSCRIBED FOR 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 DOES NOT EXERCISE 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 SECTION
319 OF THE REGULATIONS OF THE COMMERCIAL REGISTRY, TO
ISSUE, IN ONE OR MORE TRANCHES, FIXED INCOME
SECURITIES UP TO THE SUM OF THIRTY-FIVE BILLION EUROS
OR THE EQUIVALENT THEREOF IN ANOTHER CURRENCY, IN ANY
OF THE FORMS PERMITTED BY LAW, INCLUDING BONDS,
CERTIFICATES, NOTES, AND DEBENTURES, INCLUDING SUCH
SUBORDINATED DEBENTURES AS ARE SET FORTH IN SUB-
SECTION 1 OF SECTION 7 OF LAW 13/1985, OF 25 MAY AND
SECTION 20.1 OF ROYAL DECREE 1343/1992, OF 6 NOVEMBER,
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 NUMBER 1, EACH ISSUE SHALL
CONSTITUTE A SINGLE SERIES, THE SECURITIES MAY BE
FULLY OR PARTIALLY EXCHANGEABLE FOR EXISTING SHARES OF
THE ISSUING COMPANY ITSELF OR FOR SHARES OF 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 THE
SPANISH TERRITORY OR ABROAD, UNDER SPANISH OR FOREIGN
LAW, THEY MAY BE DENOMINATED IN SPANISH OR FOREIGN
CURRENCY, PROVIDED, HOWEVER, THAT IF THEY ARE
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 TRUSTEE
?COMISARIO? AND APPROVE THE BASIC RULES THAT SHALL
GOVERN THE LEGAL RELATIONSHIP BETWEEN THE BANK AND THE
SYNDICATE OF HOLDERS OF 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 PAR VALUE AMOUNT THAT MAY
BE OUTSTANDING AT ANY GIVEN TIME FOR NOTES OR SIMILAR
SECURITIES ISSUED PLUS THE PAR 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
GENERAL SHAREHOLDERS MEETING, AFTER WHICH TIME ANY
PORTION THEREOF THAT HAS NOT BEEN EXERCISED SHALL BE
CANCELLED, IT IS STATED FOR THE RECORD THAT, AS
PROVIDED BY SECTION 111 BIS OF LAW 24/1988, OF 28 JULY
AND THE FOURTH ADDITIONAL PROVISION OF LAW 26/1988,
OF 29 JULY, THE LIMITATION REGARDING THE ISSUANCE OF
DEBENTURES SET FORTH IN SUB-S
PROPOSAL #10.: AUTHORIZATION TO DELIVER, WITHOUT ISSUER YES FOR N/A
CHARGE, 100 SANTANDER SHARES TO EACH OF THE EMPLOYEES
OF COMPANIES OF THE GROUP WHO SATISFY THE CONDITIONS
ESTABLISHED IN THE RESOLUTION TO BE ADOPTED BY THE
SHAREHOLDERS AT THE MEETING, ALSO EXPLICITLY
AUTHORIZING SUCH DELIVERY TO THE EXECUTIVE DIRECTORS
AND GENERAL MANAGERS OF THE BANK WHO ALSO MEET SUCH
CONDITIONS
PROPOSAL #11.: AMENDMENT OF THE INCENTIVE PLAN FOR ISSUER YES FOR N/A
ABBEY MANAGERS BY MEANS OF THE DELIVERY OF SANTANDER
SHARES APPROVED BY THE SHAREHOLDERS AT THE ORDINARY
GENERAL SHAREHOLDERS MEETING OF 17 JUNE 2006 AND
LINKED TO THE ATTAINMENT OF REVENUE AND PROFIT TARGETS
OF SUCH BRITISH ENTITY
PROPOSAL #12.: APPROVAL, IN CONNECTION WITH THE LONG- ISSUER YES FOR N/A
TERM INCENTIVE POLICY APPROVED BY THE BOARD OF
DIRECTORS, OF VARIOUS PLANS FOR THE DELIVERY OF
SANTANDER SHARES, FOR IMPLEMENTATION THEREOF BY THE
BANK AND COMPANIES WITHIN THE SANTANDER GROUP AND
LINKED TO CERTAIN PERMANENCE REQUIREMENTS OR TO
CHANGES IN TOTAL SHAREHOLDER RETURN AND THE BANK'S
EARNINGS PER SHARE
PROPOSAL #13.: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
TO INTERPRET, REMEDY, SUPPLEMENT, CARRY OUT AND
FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE
SHAREHOLDERS AT THE MEETING, AS WELL AS TO SUBSTITUTE
THE POWERS RECEIVED FROM THE SHAREHOLDERS AT THE
MEETING, AND GRANT OF POWERS TO CONVERT SUCH
RESOLUTIONS INTO NOTARIAL INSTRUMENTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: WILLIAM BARNET, III ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: FRANK P. BRAMBLE, ISSUER YES FOR FOR
SR.
PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: TOMMY R. FRANKS ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: W. STEVEN JONES ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: MONICA C. LOZANO ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: PATRICIA E. ISSUER YES FOR FOR
MITCHELL
PROPOSAL #1M: ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: O. TEMPLE SLOAN, ISSUER YES FOR FOR
JR.
PROPOSAL #1O: ELECTION OF DIRECTOR: MEREDITH R. ISSUER YES FOR FOR
SPANGLER
PROPOSAL #1P: ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR
PROPOSAL #1Q: ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007
PROPOSAL #03: STOCKHOLDER PROPOSAL - STOCK OPTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL - NUMBER OF SHAREHOLDER YES AGAINST FOR
DIRECTORS
PROPOSAL #05: STOCKHOLDER PROPOSAL - INDEPENDENT BOARD SHAREHOLDER YES AGAINST FOR
CHAIRMAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF NOVA SCOTIA
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RONALD A. BRENNEMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. C.J. CHEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: ELECT MR. N. ASHLEIGH EVERETT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT MR. JOHN C. KERR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: ELECT HON. MICHAEL J.L. KIRBY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. LAURENT LEMAIRE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT JOHN T. MAYBERRY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT HON. BARBARA J. MCDOUGALL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.9: ELECT MS. ELIZABETH PARR-JOHNSTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.10: ELECT MR. ALEXIS E. ROVZAR DE LA TORRE ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #1.11: ELECT MR. ARTHUR R.A. SCACE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. GERALD W. SCHWARTZ AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.13: ELECT MR. ALLAN C. SHAW AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. PAUL D. SOBEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: ELECT MR. BARBARA S. THOMAS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.16: ELECT MR. RICHARD E. WAUGH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #3.: AMEND SECTION 3.14 OF BY-LAW NO. 1 ISSUER YES FOR N/A
RESPECTING INDEMNIFICATION IN ACCORDANCE WITH RECENT
CHANGES TO TO THE BANK ACT
PROPOSAL #4.: AMEND BANK'S STOCK OPTION PLAN TO ISSUER YES FOR N/A
REFLECT RECENT CHANGES BY THE TORONTO STOCKEXCHANG
?TSX? IN RESPECT OF THE PLAN'S AMENDMENT PROVISIONS
AND THE EXPIRY OF OPTIONS DURING BLACKOUT PERIODS
PROPOSAL #5.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 1
PROPOSAL #6.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 2
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 3
PROPOSAL #8.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 4
PROPOSAL #9.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 5
PROPOSAL #10.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 6
PROPOSAL #11.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 7
PROPOSAL #12.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL
NO. 8
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK TOKYO-MITSUBISHI LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES ABSTAIN N/A
PROPOSAL #2: AMEND ARTICLES TO: INCREASE AUTHORIZED ISSUER YES ABSTAIN N/A
CAPITAL TO 129.9 MILLION SHARES
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4: APPOINT A CORPORATE AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #5: APPROVE FINAL PAYMENT ASSOCIATED WITH ISSUER YES ABSTAIN N/A
ABOLITION OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS
AND AUDITORS
PROPOSAL #6: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES ABSTAIN N/A
CORPORATE OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 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 AUDITED ACCOUNTS FORTHE YE 31 DEC 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2006
PROPOSAL #3.: RE-ELECT MR. MARCUS AGIUS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. FREDERIK SEEGERS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. CHRISTOPHER LUCAS AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. STEPHEN RUSSELL AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. RICHARD LEIGH CLIFFORD AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-ELECT SIR ANDHREW LIKIERMAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #9.: RE-ELECT MR. JOHN VARLEY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #10.: RE-ELECT SIR NIGEL RUDD AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #11.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS THE AUDITORS OF THE COMPANY
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #13.: AUTHORIZE BARCLAYS BANK PLC TO MAKE EU ISSUER YES FOR N/A
POLITICAL DONATIONS
PROPOSAL #14.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR N/A
THE DIRECTORS TO ALLOT SECURITIES
PROPOSAL #S.15: APPROVE TO RENEW THE AUTHORITY GIVEN ISSUER YES FOR N/A
TO THE DIRECTORS TO ALLOT SECURITIES FORCASH OTHER
THAN ON A PRO-RATE BASIS TO SHAREHOLDERS AND TO SELL
TREASURY SHARES
PROPOSAL #S.16: APPROVE TO RENEW THE COMPANY'S ISSUER YES FOR N/A
AUTHORITY TO PURCHASE ITS OWN SHARES
PROPOSAL #S.17: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BASF AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
OF BASF AKTIENGESELLSCHAFT AND THE BASF GROUP
CONSOLIDATED FINANCIAL STATEMENTS FOR 2006;
PRESENTATION OF THE REPORT OF THE SUPERVISORY BOARD.
PROPOSAL #2.: APPROVE THE ADOPTION OF A RESOLUTION ON ISSUER NO N/A N/A
THE APPROPRIATION OF PROFIT.
PROPOSAL #3.: APPROVE THE ADOPTION OF A RESOLUTION ISSUER NO N/A N/A
GIVING FORMAL APPROVAL TO THE ACTIONS OF THE
SUPERVISORY BOARD.
PROPOSAL #4.: APPROVE THE ADOPTION OF A RESOLUTION ISSUER NO N/A N/A
GIVING FORMAL APPROVAL TO THE ACTIONS OF THE BOARD OF
EXECUTIVE DIRECTORS.
PROPOSAL #5.: ELECTION OF AN AUDITOR FOR THE FINANCIAL ISSUER NO N/A N/A
YEAR 2007.
PROPOSAL #6.: APPROVE THE AUTHORIZATION TO BUY BACK ISSUER NO N/A N/A
SHARES AND PUT THEM TO FURTHER USE INCLUDING THE
AUTHORIZATION TO REDEEM BOUGHT-BACK SHARES AND REDUCE
CAPITAL.
PROPOSAL #7.: APPROVE THE CONVERSION OF BASF ISSUER NO N/A N/A
AKTIENGESELLSCHAFT INTO A EUROPEAN COMPANY (SOCIETAS
EUROPAEA, SE).
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2006 FY 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 458,481,523.84 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.70 PER ENTITLED
ORDINARY SHARE, PAYMENT OF A DIVIDEND OF EUR 0.72 PER
ENTITLED PREFERENCE SHARE, THE REMAINDER SHALL BE
CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE: 16 MAY
2007
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES AGAINST N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2007 ISSUER YES FOR N/A
FY: KPMG, MUNICH
PROPOSAL #6.: AMENDMENT TO THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
IN ACCORDANCE WITH THE NEW TRANSPARENCY DIRECTIVE
IMPLEMENTATION LAW ?TUG?; THE COMPANY SHALL BE
AUTHORIZED TO TRANSMIT INFORMATION TO SHAREHOLDERS BY
ELECTRONIC MEANS
PROPOSAL #7.: AUTHORIZATION TO ACQUIRE OWN SHARES; THE ISSUER YES FOR N/A
COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN ORDINARY
OR PREFERRED SHARES OF UP TO 10% OF ITS SHARE CAPITAL,
ON THE STOCK EXCHANGE AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE, ON OR BEFORE 14 NOV
2008; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED TO RETIRE THE SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BCE INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/6/2007 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
AUDITORS
PROPOSAL #S.3: APPROVE THE NAME CHANGE OF THE ISSUER YES FOR N/A
CORPORATION AS SPECIFIED
PROPOSAL #4.: APPROVE THE AMENDMENTS TO THE ISSUER YES FOR N/A
CORPORATION'S EQUITY-BASED COMPENSATION PLANS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BEIERSDORF AG, HAMBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2006 FY 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 NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 232,701,443.20 AS FOLLOWS;
PAYMENT OF A DIVIDEND OR EUR 0.60 PER NO PAR SHARE
EUR 96,610,052.80 SHALL BE ALLOCATED TO THE OTHER
REVENUE RESERVES EX-DIVIDEND AND PAYABLE DATE 27 APR
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2007 ISSUER NO N/A N/A
FY ERNST + YOUNG AG, STUGGART
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER NO N/A N/A
OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
OWN SHARES OF UP TO 10 % OF ITS SHARE CAPITAL, AT A
PRICE DIFFERING NEITHER MORE THAN 5 %; FROM THE MARKET
PRICE OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20 %; IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 25
OCT 2008; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED 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 CONV. OR OPTION RIGHTS, AND TO
RETIRE THE SHARES
PROPOSAL #7A.: ELECT STEFAN PFANDER AS A SUPERVISORY ISSUER NO N/A N/A
BOARD MEMBER
PROPOSAL #7b.: ELECT DR. ANDREAS RITTSTIEG AS AN ISSUER NO N/A N/A
ALTERNATE MEMBER TO THE SUPERVISORY BOARD
PROPOSAL #8.: RESOLUTION ON AMENDMENTS TO THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION IN ACCORDANCE WITH THE NEW
TRANSPARENCY DIRECTIVE IMPLEMENTATION LAW AS FOLLOWS;
SECTION 3?1?, REGARDING ANNOUNCEMENTS OF THE COMPANY
BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE
SECTION 3 ?2?, THE COMPANY BEING AUTHORIZED TO
TRANSMIT INFORMATION TO SHAREHOLDERS BY ELECTRONIC
PROPOSAL #9.: APPROVAL OF THE PROFIT TRANSFER ISSUER NO N/A N/A
AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED SUBSIDIARY
FLORENA COSMETIC GMBH, EFFECTIVE RETROACTIVELY FROM 01
JAN 2007 FOR A PERIOD OF AT LEAST 5 YEARS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BELL ALIANT REGL COMMUNICATIONS INCOME FD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. LAWSON HUNTER-TRUSTEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. EDWARD REEVEY-TRUSTEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. LOUIS TANGUAY-TRUSTEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.4: ELECT MR. CHARLES WHITE-TRUSTEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.5: ELECT MR. VICTOR YOUNG-TRUSTEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. ROBERT DEXTER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: ELECT MR. EDWARD REEVEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. LOUIS TANGUAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. CHARLES WHITE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: ELECT MR. STEPHEN WETMORE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.: APPOINT DELOITTEE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BELLSOUTH CORPORATION
TICKER: BLS CUSIP: 079860102
MEETING DATE: 7/21/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVE THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, DATED AS OF MARCH 4, 2006, AS AMENDED, AMONG
BELLSOUTH, AT&T INC. AND A WHOLLY-OWNED SUBSIDIARY OF
AT&T INC.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BERKSHIRE HATHAWAY INC.
TICKER: BRKA CUSIP: 084670207
MEETING DATE: 5/5/2007 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: SUSAN L. DECKER 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
PROPOSAL #02: SHAREHOLDER PROPOSAL: TO APPROVE THE SHAREHOLDER YES AGAINST FOR
SHAREHOLDER PROPOSAL WITH RESPECT TO INVESTMENTS IN
CERTAIN FOREIGN CORPORATIONS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIL INTERNATIONAL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
OF THE COMPANY TOGETHER WITH THE REPORT OF THE
AUDITORS THEREON FOR THE FYE 30 JUN 2006
PROPOSAL #2.: APPROVE A 1ST AND FINAL DIVIDEND OF SGD ISSUER YES FOR N/A
0.035 PER SHARE FOR THE FYE 30 JUN 2006
PROPOSAL #3.1: RE-ELECT MR. QUEK LENG CHAN 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. REGGIE THEIN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION PURSUANT TO BYE-LAW
104 OF THE COMPANY'S BYE-LAWS
PROPOSAL #4.: APPROVE THE PAYMENT OF USD 216,010 AS ISSUER YES FOR N/A
THE DIRECTORS FEES FOR THE FYE 30 JUN 2006
PROPOSAL #5.: APPOINT KPMG SINGAPORE AS THE AUDITORS ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY 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 SGX-ST , 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 THE 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: BIOGEN IDEC INC.
TICKER: BIIB CUSIP: 09062X103
MEETING DATE: 5/31/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES C. MULLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE R. ROSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARIJN E. DEKKERS ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLACKROCK INTERNATIONAL LAND PLC, DUBLIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE STATEMENTS OF ISSUER YES FOR N/A
ACCOUNTS FOR THE PERIOD ENDED 31 DEC 2006 AND THE
REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.A: RE-ELECT MR. ANDREW KELLIHER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE IN ACCORDANCE WITH ARTICLES OF
ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #2.B: RE-ELECT MR. ROBERT KNOX AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRE IN ACCORDANCE WITH ARTICLES OF ASSOCIATION
AND/OR THE COMBINED CODE ON CORPORATE GOVERNANCE
PROPOSAL #2.C: RE-ELECT MR. DECLAN MCCOURT AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE IN ACCORDANCE WITH ARTICLES OF
ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #2.D: RE-ELECT MR. ALAN WHITE AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRE IN ACCORDANCE WITH ARTICLESOF ASSOCIATION
AND/OR THE COMBINED CODE ON CORPORATE GOVERNANCE
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS FOR THE YEAR ENDING 31
DEC 2007
PROPOSAL #4.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO ALLOT RELEVANT SECURITIES ?WITHIN THE MEANING OF
SECTION 20 OF THE COMPANIES (AMENDMENT)ACT, 1983? UP
TO AN AGGREGATE NOMINAL AMOUNT OF EUR 1,944,216.36
?194,421,636 SHARES? PROVIDED THAT THIS AUTHORITY
SHALL EXPIRE AT THE EARLIER OF THE CLOSE OF BUSINESS,
ON THE DATE OF THE NEXT AGM AFTER PASSING OF THIS
RESOLUTION OR 06 SEP 2008 PROVIDED HOWEVER THAT THE
COMPANY MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR
AGREEMENT WHICH WOULD OR MIGHT REQUIRE RELEVANT
SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES IN PURSUANCE
OF SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HEREBY
CONFERRED HAD NOT EXPIRED
PROPOSAL #S.5.A: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 8(D)OF THE ARTICLES 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 4 ABOVE IN THE NOTICE OF
THIS MEETING DISAPPLYING THE SUB-SECTION ?1?OF THE
SECTION 23, PROVIDED THAT THIS POWER SHALL BE LIMITED
TO THE MATTERS PROVIDED FOR IN ARTICLE 8?D? ?I? AND
?II? OF THE ARTICLES OF ASSOCIATION AND PROVIDED
FURTHER THAT THE AGGREGATE NOMINAL VALUE OF ANY SHARES
VALUE OF ANY SHARES WHICH MAY BE ALLOTTED PURSUANT TO
ARTICLE 8?D? ?II? MAY NOT EXCEED GBP 291,632.45
?29,163,245 SHARES? REPRESENTING 5% OF THE NOMINAL
VALUE OF THE ISSUED SHARE CAPITAL
PROPOSAL #S.5.B: AUTHORIZE THE COMPANY, (AS DEFINED BY ISSUER YES FOR N/A
SECTION 155 OF THE COMPANIES ACT, 1963)TO MAKE MARKET
PURCHASES ?AS DEFINED BY 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 AND TO THE SPECIFIED RESTRICTIONS AND
PROVISIONS: I) THE MAXIMUM NUMBER OF ORDINARY SHARES
?AS DEFINED IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY? AUTHORIZED TO BE ACQUIRED PURSUANT TO THIS
RESOLUTION SHALL NOT EXCEED 58,326,490 ?REPRESENTING
10% OF THE ISSUED SHARE CAPITAL?; II) THE MINIMUM
PRICE WHICH MAY BE PAID FOR ANY SHARE SHALL BE AN
AMOUNT EQUAL TO THE NOMINAL VALUE THEREOF; III) THE
MAXIMUM PRICE WHICH MAY BE PAID FOR ANY SHARE ?A
RELEVANT SHARE? SHALL BE ON AMOUNT EQUAL TO 105% OF
THE AVERAGE OF THE 5 AMOUNTS RESULTING FROM
DETERMINING WHICHEVER OF THE FOLLOWING I), II) OR III)
SPECIFIED BELOW IN RELATION TO THE SHARES OF THE SAME
CLASS AS THE RELEVANT SHARE SHALL BE APPROPRIATE FOR
EACH OF THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE
DAY ON WHICH THE RELEVANT SHARE IS PURCHASED, AS
DETERMINED FROM THE INFORMATION PUBLISHED IN THE IRISH
STOCK EXCHANGE DAILY OFFICIAL LIST REPORTING THE
BUSINESS DONE ON EACH OF THOSE 5 BUSINESS DAYS: A) IF
THERE SHALL BE MORE THAN 1 DEALING REPORTED FOR THE
DAY, THE AVERAGE OF THE PRICES AT WHICH SUCH DEALINGS
TOOK PLACE; OR B) IF THERE SHALL BE ONLY ON DEALING
REPORTED FOR THE DAY, THE PRICE AT WHICH SUCH DEALING
TOOK PLACE; OR C) IF THERE SHALL NOT BE ANY DEALING
REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH AND LOW
MARKET GUIDE PRICES FOR THAT DAY; AND 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 TO DEALINGS ON THE IRISH STOCK
EXCHANGE OR ITS EQUIVALENT; IV) THE AUTHORITY HEREBY
GRANTED SHALL EXPIRE AT THE CLOSE OF BUSINESS ON THE
DATE OF THE NEXT AGM OF THE COMPANY OR 06 SEP 2008,
WHICHEVER IS THE EARLIER, UNLESS PREVIOUSLY VARIED,
REVOKED OR RENEWED BY SPECIAL RESOLUTION IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 215 OF THE COMPANIES
ACT, 1990; THE COMPANY OR ANY SUCH SUBSIDIARY MAY,
BEFORE SUCH EXPIRY, ENTER INTO A CONTRACT FOR THE
PURCHASE OF SHARES WHICH WOULD OR MIGHT BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY AND MAY COMPLETE
ANY SUCH CONTRACT AS IF THE AUTHORITY CONFERRED HEREBY
HAD NOT EXPIRED
PROPOSAL #S.5.C: APPROVE, THAT SUBJECT TO THE PASSING ISSUER YES FOR N/A
OF RESOLUTION 5(B) FOR THE PURPOSES OF SECTION 209 OF
THE COMPANIES ACT, 1990, THE REISSUE PRICE RANGE AT
WHICH ANY TREASURY SHARES (SECTION 209) FOR THE TIME
BEING HELD BY THE COMPANY MAY BE REISSUED OFF MARKET
SHALL BE AS SPECIFIED: I) THE MAXIMUM PRICE AT WHICH A
TREASURY SHARE MAY BE REISSUED OFF MARKET SHALL BE ON
AMOUNT EQUAL TO 120% OF THE APPROPRIATE PRICE ; AND
II) THE MINIMUM PRICE AT WHICH A TREASURY SHARE MAY BE
RE ISSUED OFF MARKET SHALL BE THE NOMINAL VALUE OF
THE SHARE WHERE SUCH A SHARE IS REQUIRED TO SATISFY AN
OBLIGATION UNDER AN EMPLOYEE SHARE SCHEME (THE
LISTING RULES OF THE IRISH STOCK EXCHANGE LIMITED)
OPERATED BY THE COMPANY OR, IN ALL OTHER CASES, ON
AMOUNT EQUAL TO 95% OF THE APPROPRIATE PRICE; FOR THE
PURPOSES OF THIS RESOLUTION THE EXPRESSION APPROPRIATE
PRICE SHALL MEAN THE AVERAGE OF THE 5 AMOUNTS
RESULTING FROM DETERMINING WHICHEVER OF THE FOLLOWING
I), II) OR (III) SPECIFIED BELOW IN RELATION TO SHARES
OF THE WHICH SUCH TREASURY SHARE IS TO BE REISSUED
SHALL BE APPROPRIATE IN RESPECT OF EACH OF THE 5
BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH
THE TREASURY SHARE IS REISSUED, AS DETERMINED FROM
INFORMATION PUBLISHED IN THE IRISH STOCK EXCHANGE
DAILY OFFICIAL LIST REPORTING THE BUSINESS DONE IN
EACH OF THOSE 5 BUSINESS DAYS: A) IF THERE SHALL BE
MORE THAN 1 DEALING REPORTED FOR THE DAY, THE AVERAGE
OF THE PRICES OF WHICH SUCH DEALINGS TOOK PLACE; OR B)
IF THERE SHALL BE ONLY 1 DEALING REPORTED FOR THE
DAY, THE PRICE OF WHICH SUCH DEALING TOOK PLACE; OR
(C) IF THERE SHALL NOT BE ANY DEALING REPORTED OF THE
DAY, THE AGGREGATE OF THE HIGHER OR LOW MARKET GUIDE
PRICES FOR THE DAY; AND IF THERE SHALL BE ONLY A HIGH
?BUT NOT A LOW? OR A LOW ?BUT NOT 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 APPROPRIATE
PRICE; IF THE MEANS OF PROVIDING THE FOREGOING
INFORMATION AS TO DEALINGS AND PRICES BY REFERENCE TO
WHICH THE APPROPRIATE PRICE IS TO BE DETERMINED IS
ALTERED OR IS REPLACED BY SOME OTHER MEANS, THEN THE
APPROPRIATE PRICE SHALL BE DETERMINED ON THE BASIS OF
THE EQUIVALENT INFORMATION PUBLISHED BY THE RELEVANT
AUTHORITY IN RELATION TO DEALINGS ON THE IRISH STOCK
EXCHANGE OR ITS EQUIVALENT; THE AUTHORITY HEREBY
CONFERRED SHALL EXPIRE OF THE CLOSE OF BUSINESS ON THE
DAY OF THE NEXT AGM OF THE COMPANY OR 06 SEP 2008,
WHICHEVER IS THE EARLIER, UNLESS PREVIOUSLY VARIED OR
RENEWED IN ACCORDANCE WITH THE PROVISIONS OF SECTION
209 OF THE COMPANIES ACT,1990
PROPOSAL #S.5.D: AMEND THE ARTICLE OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY BY THE INSERTION OF THE SPECIFIED NEW
ARTICLE 7 AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679207
MEETING DATE: 5/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES W. CRYSTAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY J. FERNANDES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULES HAIMOVITZ ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT TO THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE
BOARD OF DIRECTORS.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
PROPOSAL #04: ANNUAL ADVISORY RESOLUTION OF SHAREHOLDER YES AGAINST FOR
STOCKHOLDERS TO RATIFY CERTAIN NAMED EXECUTIVE OFFICER
COMPENSATION DISCLOSURES.
PROPOSAL #05: MANDATORY CONVERSION OF CLASS B COMMON SHAREHOLDER YES FOR AGAINST
STOCK INTO CLASS A COMMON STOCK ON ONE-FOR-ONE BASIS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLUE NILE, INC.
TICKER: NILE CUSIP: 09578R103
MEETING DATE: 5/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DIANE IRVINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH JIMENEZ ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: APPOINTMENT OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE CONSOLIDATED BALANCE SHEET ISSUER YES FOR N/A
AT 31 DEC 2006 AND THE CONSOLIDATED PROFIT AND LOSS
ACCOUNT FOR 2006, PREPARED IN ACCORDANCE WITH THE
INTERNATIONAL ACCOUNTING STANDARDS (IFRS) ADOPTED BY
THE EUROPEAN UNION
PROPOSAL #O.2: APPROVE THE BANK'S BALANCE SHEET AT 31 ISSUER YES FOR N/A
DEC 2006 AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR
THEN ENDED, PREPARED IN ACCORDANCE WITH FRENCH
ACCOUNTING STANDARDS AND THE NET INCOME FIGURE OF EUR
5,375,377,317.47
PROPOSAL #O.3: APPROVE TO APPROPRIATION OF NET INCOME ISSUER YES FOR N/A
AS SPECIFIED; THE TOTAL DIVIDEND OF EUR
2,891,923,319.00 TO BE PAID TO BNP PARIBAS
SHAREHOLDERS CORRESPONDS TO A DIVIDEND OF EUR 3.10 PER
SHARE WITH A PAR VALUE OF EUR 2.00; AUTHORIZE THE
BOARD OF DIRECTORS TO CREDIT DIVIDENDS PAYABLE ON
SHARES HELD IN TREASURY STOCK TO UN APPROPRIATED
RETAINED EARNINGS THE PROPOSED DIVIDEND IS ELIGIBLE
FOR THE TAX ALLOWANCE GRANTED TO INDIVIDUALS DOMICILED
FOR TAX PURPOSES IN FRANCE AS PROVIDED FOR BY ARTICLE
158-3-2 OF THE FRENCH TAX CODE; AUTHORIZE THE BOARD
OF DIRECTORS TO DEDUCT FROM UNAPPROPRIATED RETAINED
EARNINGS THE AMOUNT NECESSARY TO PAY THE SPECIFIED
DIVIDEND ON SHARES ISSUED ON THE EXERCISE OF STOCK
OPTIONS PRIOR TO THE EX-DIVIDEND DATE
PROPOSAL #O.4: RECEIVE THE TERMS OF THE AUDITORS ISSUER YES FOR N/A
SPECIAL REPORT ON TRANSACTIONS AND AGREEMENTS GOVERNED
BY ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE
AND APPROVE THE TRANSACTIONS AND AGREEMENTS ENTERED
INTO DURING THE YEAR, AS APPROVED IN ADVANCE BY THE
BOARD OF DIRECTORS AND AS SPECIFIED
PROPOSAL #O.5: AUTHORIZE THE BOARD, IN ACCORDANCE WITH ISSUER YES FOR N/A
ARTICLE L. 225-209 ET SEQ OF THE FRENCH COMMERCIAL
CODE, TO BUY BACK A NUMBER OF SHARES REPRESENTING UP
TO 10% OF THE BANK'S ISSUED CAPITAL, I.E., A MAXIMUM
OF 93,287,849 SHARES AT 22 JAN 2007; THESE SHARES MAY
BE ACQUIRED FOR THE PURPOSES AS SPECIFIED; THE SHARES
MAY BE PURCHASED AT ANY TIME, UNLESS A PUBLIC OFFER IS
MADE IN RESPECT OF THE BANK'S SHARES, SUBJECT TO THE
APPLICABLE REGULATIONS, AND BY ANY APPROPRIATE METHOD,
INCLUDING IN THE FORM OF BLOCK PURCHASES OR BY MEANS
OF DERIVATIVE INSTRUMENTS TRADED ON A REGULATED MARKET
OR OVER THE-COUNTER; THE PRICE AT WHICH SHARES MAY BE
ACQUIRED UNDER THIS AUTHORIZATION MAY NOT EXCEED EUR
105 PER SHARE, REPRESENTING A MAXIMUM PURCHASE PRICE
OF EUR 9,795,224,145 BASED ON THE BANK'S ISSUED
CAPITAL AT 22 JAN 2007; THIS PRICE MAY, HOWEVER, BE
ADJUSTED TO TAKE INTO ACCOUNT THE EFFECTS OF ANY
CORPORATE ACTIONS; AUTHORIZE THE BOARD OF DIRECTORS,
WITH THE OPTION OF DELEGATING SAID POWERS SUBJECT TO
COMPLIANCE WITH THE APPLICABLE LAW, TO USE THIS
AUTHORIZATION AND, IN PARTICULAR, TO PLACE ORDERS ON
THE STOCK EXCHANGE, ENTER INTO ALL AGREEMENTS
REGARDING THE KEEPING OF SHARE PURCHASE AND SALE
REGISTERS, TO CARRY OUT ALL FORMALITIES AND MAKE ALL
DECLARATIONS
PROPOSAL #O.6: RATIFY THE BOARD OF DIRECTORS 08 MAR ISSUER YES FOR N/A
2007 APPOINTMENT OF MR. SUZANNE BERGER KENISTON AS A
DIRECTOR ?AUTHORITY EXPIRES AT THE CLOSE OF GENERAL
MEETING CALLED IN 2008 AND APPROVE THE 2007 FINANCIAL
STATEMENTS
PROPOSAL #O.7: APPROVE TO RENEW MR. LOUIS SCHWEITZER'S ISSUER YES FOR N/A
AS A DIRECTOR FOR A PERIOD OF 3 YEARS, EXPIRING AT
THE CLOSE OF THE GENERAL MEETING TO BE CALLED IN 20I0
AND APPROVE THE 2009 FINANCIAL STATEMENTS
PROPOSAL #O.8: AUTHORIZE THE BEARER OF AN ORIGINAL, ISSUER YES FOR N/A
COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO
CARRY OUT ALL LEGAL AND ADMINISTRATIVE FORMALITIES AND
TO MAKE ALL FILINGS AND PUBLISH ALL NOTICES REQUIRED
BY THE APPLICABLE LAW
PROPOSAL #E.9: AMEND THE 38-MONTH AUTHORIZATION GIVEN ISSUER YES FOR N/A
IN THE 15TH RESOLUTION ADOPTED BY THE EGM OF 18 MAY
2005; THE AMENDMENT IS TO PROVIDE FOR THE EARLY
TERMINATION OF THE APPLICABLE VESTING AND HOLDING
PERIODS IN THE EVENT OF DISABILITY OF A BENEFICIARY,
IN ACCORDANCE WITH ACT 1770-2006 OF 30 DEC 2006
RELATING TO THE PROMOTION OF EMPLOYEE PROFIT-SHARING
AND SHARE OWNERSHIP
PROPOSAL #E.10: AMEND THE 26-MONTH AUTHORIZATION GIVEN ISSUER YES FOR N/A
TO THE BOARD OF DIRECTORS IN THE 22ND RESOLUTION
ADOPTED BY THE EGM OF 23 MAY 2006 TO INCREASE THE
BANK'S CAPITAL VIA THE ISSUE OF SHARES RESERVED FOR
MEMBERS OF THE BNP PARIBAS CORPORATE SAVINGS PLAN AS
SPECIFIED
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER YES FOR N/A
ACCORDANCE WITH ARTICLE L.225-209 OF THE FRENCH
COMMERCIAL CODE, TO CANCEL, ON ONE OR SEVERAL
OCCASIONS, SOME OR ALL OF THE BNP PARIBAS SHARES THAT
THE BANK CURRENTLY HOLDS OR THAT IT MAY ACQUIRE IN
ACCORDANCE WITH THE CONDITIONS LAID DOWN BY THE OGM,
PROVIDED THAT THE NUMBER OF SHARES CANCELLED IN ANY 24
MONTH PERIOD DOES NOT EXCEED 10% OF THE TOTAL NUMBER
OF SHARES OUTSTANDING; THE DIFFERENCE BETWEEN THE
PURCHASE PRICE OF THE CANCELLED SHARES AND THEIR PAR
VALUE WILL BE DEDUCTED FROM ADDITIONAL PAID-IN CAPITAL
AND RESERVES AVAILABLE FOR DISTRIBUTION, WITH AN
AMOUNT CORRESPONDING TO 10% OF THE CAPITAL REDUCTION
BEING DEDUCTED FROM THE LEGAL RESERVE; AUTHORIZE THE
BOARD OF DIRECTORS TO IMPLEMENT THIS AUTHORIZATION,
CARRY OUT ALL ACTS, FORMALITIES AND DECLARATIONS,
INCLUDING THE AMENDMENT OF THE ARTICLES OF
ASSOCIATION, AND GENERALLY, DO ALL THAT IS NECESSARY,
WITH THE OPTION OF DELEGATING SAID POWERS SUBJECT TO
COMPLIANCE WITH THE APPLICABLE LAW; ?AUTHORITY EXPIRES
AT THE END OF 18 MONTHS?; IN ADDITION, AUTHORIZE THE
BOARD OF DIRECTORS, IN ACCORDANCE WITH ARTICLE L. 225-
204 OF THE FRENCH COMMERCIAL CODE, TO REDUCE BNP
PARIBAS CAPITAL BY CANCELING THE 2,638,403 BNP
PARIBAS SHARES ACQUIRED FOLLOWING THE FULL ASSET
TRANSFER THAT TOOK PLACE IN CONNECTION WITH THE MERGER
OF SOCIETE CENTRALE D INVESTISSEMENTS INTO BNP
PARIBAS ON 23 MAY 2006; AUTHORIZE THE BOARD OF
DIRECTORS FOR AN I8-MONTH PERIOD TO DEDUCT THE
DIFFERENCE BETWEEN THE CARRYING AMOUNT OF THE
CANCELLED SHARES AND THEIR PAR VALUE FROM ADDITIONAL
PAID-IN CAPITAL AND RESERVES AVAILABLE FOR
DISTRIBUTION, WITH AN AMOUNT CORRESPONDING TO 10% OF
THE CAPITAL REDUCTION BEING DEDUCTED FROM THE LEGAL
RESERVE
PROPOSAL #E.12: APPROVE THE MERGER IN ACCORDANCE WITH ISSUER YES FOR N/A
THE SPECIFIED TERMS AND CONDITIONS, TO BE CARRIED OUT
BY BNL TRANSFERRING TO BNP PARIBAS ALL OF ITS ASSETS,
IN RETURN FOR BNP PARIBAS ASSUMING ALL OF BNL'S
LIABILITIES; AUTHORIZE THE BOARD OF DIRECTORS TO CARRY
OUT A CAPITAL INCREASE IN CONNECTION WITH THE MERGER,
WHEREBY BNL SHAREHOLDERS WILL BE GRANTED A TOTAL
NUMBER OF BNP PARIBAS SHARES WITH A PAR VALUE OF EUR 2
EACH, RANGING FROM 402,735 TO 1,539,740 (REPRESENTING
BETWEEN EUR 805,470 AND EUR 3,079,480) DEPENDING ON
THE NUMBER OF BNL SHARES HELD BY THIRD PARTIES ON THE
MERGER COMPLETION DATE; THESE NEWLY-ISSUED SHARES WILL
BE ALLOCATED BASED ON A RATIO OF ONE (1) BNP PARIBAS
SHARE FOR 27 BNL SHARES AT THE MERGER COMPLETION DATE,
TAKING INTO ACCOUNT THE FACT THAT NO BNL SHARES HELD
BY BNP PARIBAS WILL BE EXCHANGED FOR THE BANK'S OWN
SHARES, IN ACCORDANCE WITH ARTICLE L. 236-3 OF THE
FRENCH COMMERCIAL CODE; APPROVE THE COMPLETION DATE
FOR SAID MERGER, AS SPECIFIED IN THE DRAFT MERGER
AGREEMENT; AS FROM THE MERGER COMPLETION DATE - WHICH
MUST BE NO LATER THAN 31 DEC 2007 - ALL OPERATIONS
CARRIED OUT BY BNL WILL BE CONSIDERED FOR ACCOUNTING
PURPOSES AS HAVING BEEN PERFORMED BY BNP PARIBAS;
NOTES THAT THE DIFFERENCE BETWEEN THE VALUE OF THE
TRANSFERRED NET ASSETS AT 31 DEC 2006, CORRESPONDING
TO BNP PARIBAS SHARE OF THE UNDERLYING NET ASSETS
(REPRESENTING BETWEEN EUR 4,415 MILLION AND EUR 4,476
MILLION) AND THE ESTIMATED CARRYING AMOUNT OF BNP
PARIBAS INTEREST IN BNL AS RECORDED IN BNP PARIBAS
ACCOUNTS AT THE MERGER COMPLETION DATE, REPRESENTS A
TECHNICAL MERGER GOODWILL OF BETWEEN EUR 4,536 MILLION
AND EUR 4,597 MILLION; APPROVE ANY ADJUSTMENTS TO BE
MADE TO THE ABOVE-MENTIONED TECHNICAL MERGER GOODWILL
BASED ON THE ACTUAL AMOUNT OF THE NET ASSETS
TRANSFERRED AND THE CARRYING AMOUNT OF BNP PARIBAS
INTEREST IN BNL AT THE MERGER COMPLETION DATE, AND
APPROVES THE ALLOCATION OF THE ADJUSTED TECHNICAL
MERGER GOODWILL AS PROVIDED FOR IN THE DRAFT MERGER
AGREEMENT; APPROVE THAT, AS FROM THE MERGER COMPLETION
DATE, THE NEW SHARES TO BE ISSUED AS CONSIDERATION
FOR THE ASSETS TRANSFERRED TO BNP PARIBAS IN
CONNECTION WITH THE MERGER WILL CARRY THE SAME RIGHTS
AND BE SUBJECT TO THE SAME LEGAL REQUIREMENTS AS
EXISTING SHARES, AND THAT AN APPLICATION WILL BE MADE
FOR THEM TO BE LISTED ON THE EURO LIST MARKET OF EURO
NEXT PARIS (COMPARTMENT A); AUTHORIZE THE BOARD OF
DIRECTORS TO SELL ALL THE BNP PARIBAS SHARES
CORRESPONDING TO FRACTIONS OF SHARES AS PROVIDED FOR
IN THE DRAFT MERGER AGREEMENT; APPROVE THAT THE
DIFFERENCE BETWEEN THE AMOUNT CORRESPONDING TO THE
PORTION OF THE NET ASSETS TRANSFERRED TO BNP PARIBAS
HELD BY SHAREHOLDERS OTHER THAN BNP PARIBAS AND BNL AT
THE MERGER COMPLETION DATE, AND THE AGGREGATE PAR
VALUE OF THE SHARES REMITTED AS CONSIDERATION FOR SAID
ASSET TRANSFER (REPRESENTING BETWEEN EUR 14.7 MILLION
AND EUR 57.4 MILLION) WILL BE CREDITED TO A MERGER
PREMIUM ACCOUNT TO WHICH ALL SHAREHOLDERS SHALL HAVE
EQUIVALENT RIGHTS; AUTHORIZE (I) THE ADJUSTMENT OF
SAID PREMIUM AT THE MERGER COMPLETION DATE IN ORDER TO
PROPOSAL #E.13: APPROVE: THE TERMS OF THE MERGER ISSUER YES FOR N/A
AGREEMENT AND AUTHORIZES THE MERGER OF COMPAGNIE
IMMOBILIERE DE FRANCE INTO BNP PARIBAS; THE TRANSFER
OF COMPAGNIE IMMOBILIERE DE FRANCE'S ENTIRE ASSET BASE
TO BNP PARIBAS; NOTES THAT SINCE THE DRAFT MERGER
AGREEMENT WAS FILED WITH THE PARIS COMMERCIAL COURT,
BNP PARIBAS HAS HELD ALL OF THE SHARES MAKING UP THE
CAPITAL OF COMPAGNIE IMMOBILIERE DE FRANCE AND
CONSEQUENTLY THE MERGER WILL NOT LEAD TO AN INCREASE
IN BNP PARIBAS SHARE CAPITAL NOR TO AN EXCHANGE OF
COMPAGNIE IMMOBILIERE DE FRANCE SHARES FOR BNP PARIBAS
SHARES, IN ACCORDANCE WITH ARTICLE L.236-II OF THE
FRENCH COMMERCIAL CODE; THE AMOUNT OF THE ASSETS
TRANSFERRED BY COMPAGNIE IMMOBILIERE DE FRANCE AND THE
VALUATION THEREOF, AS WELL AS THE AMOUNT OF THE
TECHNICAL MERGER GOODWILL AND ITS ALLOCATION AS
PROVIDED FOR IN THE MERGER AGREEMENT; AS A RESULT OF
THE FOREGOING AND SUBJECT TO THE CONDITIONS PRECEDENT
PROVIDED FOR IN THE MERGER AGREEMENT, COMPAGNIE
IMMOBILIERE DE FRANCE WILL BE AUTOMATICALLY DISSOLVED
WITHOUT LIQUIDATION AND BNP PARIBAS WILL SIMPLY
REPLACE COMPAGNIE IMMOBILIERE DE FRANCE IN RELATION TO
ALL OF ITS RIGHTS AND OBLIGATIONS AND AUTHORIZE THE
BOARD OF DIRECTORS TO RECORD THE FULFILLMENT OF THE
CONDITIONS PRECEDENT SET OUT IN THE MERGER AGREEMENT
AND TO TAKE ANY AND ALL MEASURES AND CARRY OUT ANY AND
ALL FORMALITIES APPROPRIATE OR NECESSARY IN RELATION
TO THE TRANSACTION, WITH THE OPTION OF DELEGATING SAID
POWERS TO THE CHIEF EXECUTIVE OFFICER
PROPOSAL #E.14: APPROVE; THE TERMS OF THE MERGER ISSUER YES FOR N/A
AGREEMENT AND AUTHORIZES THE MERGER OF SOCIETE
IMMOBILIERE DU 36 AVENUE DE L OPERA INTO BNP PARIBAS;
THE TRANSFER OF SOCIETE IMMOBILIERE DU 36 AVENUE DE L
OPERA'S ENTIRE ASSET BASE TO BNP PARIBAS; NOTES THAT
SINCE THE DRAFT MERGER AGREEMENT WAS FILED WITH THE
PARIS COMMERCIAL COURT, BNP PARIBAS HAS HELD ALL OF
THE SHARES MAKING UP THE CAPITAL OF SOCIETE
IMMOBILIERE DU 36 AVENUE DE L OPERA AND CONSEQUENTLY
THE MERGER WILL NOT LEAD TO AN INCREASE IN BNP PARIBAS
SHARE CAPITAL NOR TO AN EXCHANGE OF SOCIETE
IMMOBILIERE DU 36 AVENUE DE L OPERA SHARES FOR BNP
PARIBAS SHARES, IN ACCORDANCE WITH ARTICLE L.236- II
OF THE FRENCH COMMERCIAL CODE; THE AMOUNT OF THE
ASSETS TRANSFERRED BY SOCIETE IMMOBILIERE DU 36 AVENUE
DE L OPERA AND THE VALUATION THEREOF, AS WELL AS THE
AMOUNT OF THE TECHNICAL MERGER GOODWILL AND ITS
ALLOCATION AS PROVIDED FOR IN THE MERGER AGREEMENT;
THAT, AS A RESULT OF THE FOREGOING, SOCIETE
IMMOBILIERE DU 36 AVENUE DE L OPERA IS DISSOLVED
WITHOUT LIQUIDATION AS FROM THE DATE OF THIS MEETING
AND THAT BNP PARIBAS WILL HENCEFORTH SIMPLY REPLACE
SOCIETE IMMOBILIERE DU 36 AVENUE DE L OPERA IN
RELATION TO ALL OF ITS RIGHTS AND OBLIGATIONS AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ANY AND ALL
MEASURES AND CARRY OUT ANY AND ALL FORMALITIES
APPROPRIATE OR NECESSARY IN RELATION TO THE
TRANSACTION, WITH THE OPTION OF DELEGATING SAID POWERS
TO THE CHIEF EXECUTIVE OFFICER
PROPOSAL #E.15: APPROVE: THE TERMS OF THE MERGER ISSUER YES FOR N/A
AGREEMENT AND AUTHORIZES THE MERGER OF CAPEFI INTO BNP
PARIBAS; THE TRANSFER OF CAPEFI'S ENTIRE ASSET BASE
TO BNP PARIBAS; NOTES THAT SINCE THE DRAFT MERGER
AGREEMENT WAS FILED WITH THE PARIS COMMERCIAL COURT,
BNP PARIBAS HAS HELD ALL OF THE SHARES MAKING UP THE
CAPITAL OF CAPEFI AND CONSEQUENTLY THE MERGER WILL NOT
LEAD TO AN INCREASE IN BNP PARIBAS SHARE CAPITAL NOR
TO AN EXCHANGE OF CAPEFI SHARES FOR BNP PARIBAS
SHARES, IN ACCORDANCE WITH ARTICLE L.236- II OF THE
FRENCH COMMERCIAL CODE; THE AMOUNT OF THE ASSETS
TRANSFERRED BY CAPEFI AND THE VALUATION THEREOF, AS
WELL AS THE AMOUNT OF THE TECHNICAL MERGER GOODWILL
AND ITS ALLOCATION AS PROVIDED FOR IN THE MERGER
AGREEMENT; THAT, AS A RESULT OF THE FOREGOING, CAPEFI
IS DISSOLVED WITHOUT LIQUIDATION AS FROM THE DATE OF
THIS MEETING AND BNP PARIBAS WILL HENCEFORTH SIMPLY
REPLACE CAPEFI IN RELATION TO ALL OF ITS RIGHTS AND
OBLIGATIONS; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ANY AND ALL MEASURES AND CARRY OUT ANY AND ALL
FORMALITIES APPROPRIATE OR NECESSARY IN RELATION TO
THE TRANSACTION, WITH THE OPTION OF DELEGATING SAID
POWERS TO THE CHIEF EXECUTIVE OFFICER
PROPOSAL #E.16: AMEND THE BANK'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION IN ACCORDANCE WITH DECREE NO. 2006-1566 OF
11 DEC 2006 WHICH AMENDS THE TERMS AND CONDITIONS
RELATING TO ATTENDANCE AT SHAREHOLDERS MEETINGS
PROVIDED FOR IN THE DECREE OF 23 MAR 1967 CONCERNING
COMMERCIAL COMPANIES; CONSEQUENTLY, ARTICLE 18 OF
SECTION V OF THE ARTICLES OF ASSOCIATION IS AMENDED TO
READ AS SPECIFIED
PROPOSAL #E.17: AUTHORIZE THE BEARER OF AN ORIGINAL, ISSUER YES FOR N/A
COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO
CARRY OUT ALL LEGAL AND ADMINISTRATIVE FORMALITIES AND
TO MAKE ALL FILINGS AND PUBLISH ALL NOTICES REQUIRED
THE APPLICABLE LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOMBARDIER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2007 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. ANDRE BERARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4.: ELECT MR. J.R. ANDRE 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. ANDRE NAVARRI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12.: ELECT MR. CARLOS E. REPRESAS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.13.: ELECT MR. JEAN-PIERRE ROSSO AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.14.: ELECT MR. FEDERICO SADA G. AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.15.: 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 AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #3.: AMEND SECTION 11 OF THE STOCK OPTION ISSUER YES FOR N/A
PLAN, AS SPECIFIED AND AUTHORIZE ANY OFFICER OF THE
COPORATION TO SIGN ANY DOCUMENT AND TO TAKE ANY
MEASURES INCLUDING AMENDMENTS TO THE PLAN, REQUIRED OR
USEFUL TO FULLY CARRY OUT THE INTENT OF THE PRESENT
RESOLUTION
PROPOSAL #4.A.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THAT A DISCLOSURE BEMADE IN THE
CORPORATION'S ANNUAL REPORT OF THE NAMES OF
COMPENSATION EXPERTS , THE TERM OF THEIR ENGAGEMENT,
THE SUMS PAID TO THEM, THE FIRM TO WHICH THEY BELONG,
THE EVALUATION CRITERIA THEY USE AND, IF APPLICABLE,
ANY OTHER FORM OF REMUNERATION PAID TO THEM OR
AFFILIATED FIRMS
PROPOSAL #4.B.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THAT THE EXECUTIVE COMPENSATION BE
RELATED TO AVERAGE SALARIES OF EMPLOYEES, THE
CORPORATION'S COSTS AND ITS FINANCIAL SUCCESSES
PROPOSAL #4.C.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THAT THE STOCK OPTIONS AWARDED TO
EXECUTIVE OFFICERS BE ALIGNED STRICTLY ACCORDING TO
THE CORPORATION'S ECONOMIC VALUE ADDED (EVA)
PROPOSAL #4.D.: PLEASE NOTE THAT THIS IS A ISSUER YES FOR N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT NO LATER THAN
THREE YEARS FROM THE DATE HEREOF, AT LEAST ONE THIRD
OF THE MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS
BE WOMEN
PROPOSAL #4.E.: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST N/A
SHAREHOLDERS PROPOSAL: APPROVE THAT THE ANNUAL REPORT
INCLUDE AN EXHAUSTIVE SUMMARY OF THE FINANCIAL
STATEMENTS OF THE CORPORATION'S SUBSIDIARIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOOTS GROUP PLC, NOTTINGHAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTIONS 2 TO 8 INCLUSIVE EXCEPT FOR ANY SUCH
RESOLUTION'S WHICH IS NOT PASSED AS A RESULT OF THE
DEATH OR INCAPACITY OF THE PERSON NAMED IN SUCH
RESOLUTION OR AS A RESULT OF THE PERSON NAMED IN SUCH
RESOLUTION CEASING TO BE WILLING OR ABLE TO BE
NOMINATED AS A DIRECTOR OF THE COMPANY, ANY SUCH
RESOLUTION BEING REFERRED TO AS A FRUSTRATED
RESOLUTION'S , AND RESOLUTION 10: A) THE MERGER THE
MERGER WITH ALLIANCE UNICHEM PLC ALLIANCE UNICHEM ,
WHETHER IMPLEMENTED BY WAY OF SCHEME OF ARRANGEMENT OF
ALLIANCE UNICHEM SCHEME OR TAKEOVER OFFER THE
OFFER MADE BY OR ON BEHALF OF THE COMPANY FOR THE
ENTIRE ISSUED SHARE CAPITAL OF ALLIANCE UNICHEM,
SUBSTANTIALLY ON THE TERMS AND SUBJECT TO THE
CONDITIONS SPECIFIED IN THE ANNOUNCEMENT RELATING TO
THE MERGER ISSUED BY THE COMPANY ON 03 OCT 2005 AS
SPECIFIED ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
THE DIRECTORS OR ANY DULY CONSTITUTED COMMITTEE
THEREOF , TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY
OR DESIRABLE IN CONNECTION WITH, AND TO IMPLEMENT, THE
MERGER AND TO AGREE SUCH MODIFICATIONS, VARIATIONS,
REVISIONS OR AMENDMENTS TO THE TERMS AND CONDITIONS OF
THE MERGER PROVIDED SUCH MODIFICATIONS, VARIATIONS,
REVISION OR AMENDMENTS ARE NOT MATERIAL , AND TO ANY
DOCUMENTS RELATING THERETO, AS THEY MAY IN THEIR
ABSOLUTE DISCRETION THINK FIT; APPROVE, SUBJECT
FURTHER TO THE SCHEME BECOMING OR BEING DECLARED
WHOLLY UNCONDITIONAL SAVE FOR THE DELIVERY OF THE
ORDERS OF THE HIGH COURT OF JUSTICE IN ENGLAND AND
WALES SANCTIONING THE SCHEME AND CONFIRMING THE
REDUCTION OF CAPITAL OF ALLIANCE UNICHEM TO THE
REGISTRAR OF COMPANIES IN ENGLAND AND WALES THE COURT
SANCTION , THE REGISTRATION OF SUCH ORDERS BY THE
REGISTRAR OF COMPANIES IN ENGLAND AND WALES AND THE
ADMISSION OF THE ORDINARY SHARES OF 37 7/38 PENCE EACH
TO BE ISSUED IN CONNECTION WITH THE MERGER TO THE
OFFICIAL LIST OF THE UK LISTING AUTHORITY AND TO
TRADING ON THE MAIN MARKET OF THE LONDON STOCK
EXCHANGE ADMISSION , OR, AS THE CASE MAY BE, THE
OFFER BECOMING OR BEING DECLARED WHOLLY UNCONDITIONAL
SAVE ONLY FOR ADMISSION , AND APPROVE TO INCREASE THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY FROM GBP
299,999,279 TO GBP 479,148,237 BY THE CREATION OF
481,847,028 NEW ORDINARY SHARES OF 37 7/38 PENCE EACH
IN THE COMPANY; AND AUTHORIZE THE DIRECTORS, IN
SUBSTITUTION FOR ANY EXISTING AUTHORITY AND PURSUANT
TO SECTION 80 OF THE COMPANIES ACT 1985, SUBJECT
FURTHER TO THE SCHEME BECOMING OR BEING DECLARED
WHOLLY UNCONDITIONAL SAVE FOR THE COURT SANCTION,
REGISTRATION AND ADMISSION , OR, AS THE CASE MAY BE,
THE OFFER BECOMING OR BEING DECLARED WHOLLY
UNCONDITIONAL SAVE ONLY FOR ADMISSION , TO ALLOT
RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 179,148,254; AUTHORITY EXPIRES
15TH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION ;
AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #2.: APPOINT MR. STEFANO PESSINA AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
PASSING OF RESOLUTION 1, RESOLUTIONS 3 TO 8 INCLUSIVE
EXCEPT FOR ANY FRUSTRATED RESOLUTION'S AND
RESOLUTION 10 AND TO THE SCHEME BECOMING EFFECTIVE,
OR, AS THE CASE MAY BE, THE OFFER BECOMING OR BEING
DECLARED WHOLLY UNCONDITIONAL
PROPOSAL #3.: APPOINT MR. GEORGE FAIRWEATHER AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
PASSING OF RESOLUTION 1, RESOLUTIONS 2 AND 4 TO 8
INCLUSIVE EXCEPT FOR ANY FRUSTRATED RESOLUTION'S
AND RESOLUTION 10 AND TO THE SCHEME BECOMING
EFFECTIVE, OR AS THE CASE MAY BE, THE OFFER BECOMING
OR BEING DECLARED WHOLLY UNCONDITIONAL
PROPOSAL #4.: APPOINT MR. ORNELLE BARRA AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
PASSING OF RESOLUTION 1, RESOLUTIONS 2 AND 3 AND
RESOLUTIONS 5 TO 8 INCLUSIVE EXCEPT FOR ANY
FRUSTRATED RESOLUTION'S , AND RESOLUTION 10 AND TO
THE SCHEME BECOMING EFFECTIVE, OR, AS THE CASE MAY BE,
THE OFFER BECOMING OR BEING DECLARED WHOLLY
UNCONDITIONAL
PROPOSAL #5.: APPOINT MR. STEVE DUNCAN AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
PASSING OF RESOLUTION 1, RESOLUTIONS 2 TO 4 INCLUSIVE
AND RESOLUTIONS 6 TO 8 INCLUSIVE EXCEPT FOR ANY
FRUSTRATED RESOLUTION'S AND RESOLUTION 10 AND TO THE
SCHEME BECOMING EFFECTIVE, OR, AS THE CASE MAY BE,
THE OFFER BECOMING OR BEING DECLARED WHOLLY
UNCONDITIONAL
PROPOSAL #6.: APPOINT MR. ADRIAN LOADER AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
PASSING OF RESOLUTION 1, RESOLUTIONS 2 TO 5 INCLUSIVE
AND RESOLUTIONS 7 AND 8 EXCEPT FOR ANY FRUSTRATED
RESOLUTION'S AND RESOLUTION 10 AND TO THE SCHEME
BECOMING EFFECTIVE, OR, AS THE CASE MAY BE, THE OFFER
BECOMING OR BEING DECLARED WHOLLY UNCONDITIONAL
PROPOSAL #7.: APPOINT MR. PATRICK PONSOLLE AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
PASSING OF RESOLUTION 1, RESOLUTIONS 2 TO 6 INCLUSIVE
AND RESOLUTION 8 EXCEPT FOR ANY FRUSTRATED
RESOLUTION'S AND RESOLUTION 10 AND TO THE SCHEME
BECOMING EFFECTIVE, OR, AS THE CASE MAY BE, THE OFFER
BECOMING OR BEING DECLARED WHOLLY UNCONDITIONAL
PROPOSAL #8.: APPOINT MR. MANFRED STACH AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
PASSING OF RESOLUTIONS 1 TO 7 INCLUSIVE EXCEPT FOR
ANY FRUSTRATED RESOLUTION'S AND RESOLUTION 10 AND TO
THE SCHEME BECOMING EFFECTIVE, OR, AS THE CASE MAY
BE, THE OFFER BECOMING OR BEING DECLARED WHOLLY
UNCONDITIONAL
PROPOSAL #9.: APPOINT MR. SCOTT WHEWAY AS AN ISSUER YES FOR N/A
ADDITIONAL DIRECTOR OF THE COMPANY, SUBJECT TO THE
SCHEME BECOMING EFFECTIVE, OR, AS THE CASE MAY BE, THE
OFFER BECOMING OR BEING DECLARED WHOLLY UNCONDITIONAL
PROPOSAL #S.10: AMEND ARICLE 95 AND 85 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION OF THE COMPANY, SUBJECT TO THE PASSING
OF RESOLUTIONS 1 TO 8 INCLUSIVE EXCEPT FOR ANY
FRUSTRATED RESOLUTION'S AND TO THE SCHEME BECOMING
EFFECTIVE, OR, AS THE CASE MAY BE, THE OFFER BECOMING
OR BEING DECLARED WHOLLY UNCONDITIONAL, AS SPECIFIED
PROPOSAL #S.11: APPROVE TO RENAME THE COMPANY ALLIANCE ISSUER YES FOR N/A
BOOTS PLC, SUBJECT TO THE SCHEME BECOMING EFFECTIVE,
OR, AS THE CASE MAY BE, THE OFFER BECOMING OR BEING
DECLARED WHOLLY UNCONDITIONAL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOOTS GROUP PLC, NOTTINGHAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND ANNUAL ISSUER YES FOR N/A
ACCOUNTS FOR THE YE 31 MAR 2006 AND THE AUDITORS
REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 MAR 2006
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 21 PENCE PER ISSUER YES FOR N/A
SHARE
PROPOSAL #4.: RE-APPOINT SIR NIGEL RUDD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT MR. JIM SMART AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #7.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #8.: AUTHORIZE THE BOARD, PURSUANT TO SECTION ISSUER YES FOR N/A
80 OF THE COMPANIES ACT 1985 ACT , TO ALLOT RELEVANT
SECURITIES SECTION 80 OF THE ACT UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 60.1 MILLION OR IF THE PROPOSED
MERGER WITH ALLIANCE UNICHEM PLC BECOMES EFFECTIVE,
GBP 119.9 MILLION; AUTHORITY EXPIRES AT THE EARLIER
OF 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 BOARD, 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 PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 8 AND/OR
WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF
EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
ACT, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) OF THE ACT , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES I) IN
CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY
SHAREHOLDERS EXCLUDING ANY SHAREHOLDER HOLDING SHARES
AS TREASURY SHARES ; AND II) UP TO AN AGGREGATE
NOMINAL AMOUNT NOT EXCEEDING GBP 9.0 MILLION OR IF THE
PROPOSED MERGER WITH ALLIANCE UNICHEM PLC BECOMES
EFFECTIVE, GBP 17.9 MILLION; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY ; AND 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, SUBJECT TO THE 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
48,571,000 ORDINARY SHARES OR IF THE PROPOSED MERGER
WITH THE ALLIANCE UNICHEM PLC BECOMES EFFECTIVE,
96,756,000 OR NOT MORE THAN 5% ABOVE THE AVERAGE OF
THE CLOSING MID-MARKET PRICES FOR THE ORDINARY SHARES
OF THE COMPANY DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS
DAYS AND THAT STIPULATED BY ARTICLE 5(1) OF THE BUY-
BACK AND STABILIZATION REGULATION; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.11: AMEND ARTICLES 63, 72 AND 74 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION OF THE COMPANY AS SPECIFIED
PROPOSAL #12.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR N/A
MERGER WITH ALLIANCE UNICHEM PLC BECOMING EFFECTIVE,
IN ACCORDANCE WITH SECTION 347C OF THE COMPANIES ACT
1985 ACT , TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION, AS DEFINED IN SECTION 347A OF THE ACT
AND TO INCUR EU POLITICAL EXPENDITURE, AS DEFINED IN
SECTION 347A OF THE ACT, IN TOTAL UP TO A MAXIMUM
AGGREGATE AMOUNT OF GBP 37,500; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM
PROPOSAL #13.: AMEND THE RULES OF THE BOOTS ISSUER YES FOR N/A
PERFORMANCE SHARE PLAN BY THE DELETION OF CLAUSE 3.3(B)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BORGWARNER INC.
TICKER: BWA CUSIP: 099724106
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JERE A. DRUMMOND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TIMOTHY M. MANGANELLO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNEST J. NOVAK, JR. ISSUER YES FOR FOR
PROPOSAL #02: TO VOTE UPON A STOCKHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
CONCERNING DIRECTOR ELECTIONS.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOUYGUES, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE AUDITORS, APPROVE THE COMPANY'S FINANCIAL
STATEMENTS FOR THE YE 2006, AS PRESENTED, SHOWING NET
EARNINGS OF EUR 603,396,472.57, GRANT PERMANENT
DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF
THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FINANCIAL YEAR, IN THE FORM
PRESENTED TO THE MEETING, SHOWING NET EARNINGS ?GROUP
SHARE? OF EUR 1,246,000,000.00
PROPOSAL #O.3: APPROVE THE DISTRIBUTABLE INCOME OF EUR ISSUER YES FOR N/A
838,625,254.57 BE APPROPRIATED AS FOLLOWS: DIVIDENDS:
EUR 16,738,879.15, A DIVIDEND OF EUR 0.05 PER SHARE,
ADDITIONAL DIVIDEND: EUR 384,994,220.45, A NET
DIVIDEND OF 1.15 PER SHARE THE BALANCE WILL BE
ALLOCATED TO THE RETAINED EARNINGS ACCOUNT: EUR
436,892,154.97 THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE AND WILL ENTITLE
NATURAL PERSONS FISCALLY DOMICILIATED IN FRANCE, TO
THE 40% ALLOWANCE THIS DIVIDEND WILL BE PAID ON 03 MAR
2007 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 BYLAW
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225-38
OF THE FRENCH COMMERCIAL CODE AND THE AGREEMENTS
REFERRED TO THEREIN
PROPOSAL #O.5: RATIFY THE CO-OPTATION OF MR. PATRICK ISSUER YES AGAINST N/A
KRON AS A DIRECTOR, TO REPLACE MR. ALAIN POUYAT, FOR
THE REMAINDER OF MR. ALAIN POUYAT'S TERM OF OFFICE,
UNTIL THE ORDINARY SHAREHOLDERS MEETING AND APPROVE
THE FINANCIAL STATEMENTS FOR THE FY 2009
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST N/A
LUCIEN DOUROUX AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST N/A
JEAN PEYRELEVADE AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF THE ISSUER YES AGAINST N/A
COMPANY SCDM AS A DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.9: ELECT MR. THIERRY JOURDAINE AS A ISSUER YES AGAINST N/A
DIRECTOR MEMBER OF THE SUPERVISORY BOARD OF 1 OF THE
INVESTMENT FUNDS REPRESENTING THE EMPLOYEES WHO ARE
SHAREHOLDERS, SUBJECT TO THE ADOPTION BY THE
SHAREHOLDERS MEETING OF RESOLUTION E.27, HIS TERM OF
OFFICE WILL LAST 3 YEARS; IF SUCH RESOLUTION IS NOT
APPROVED, IT WILL LAST 2 YEARS
PROPOSAL #O.10: ELECT MR. JEAN-MICHEL GRAS AS A ISSUER YES AGAINST N/A
DIRECTOR MEMBER OF THE SUPERVISORY BOARD OF 1OF THE
INVESTMENT FUNDS REPRESENTING THE EMPLOYEES WHO ARE
SHAREHOLDERS, SUBJECT TO THE ADOPTION BY THE
SHAREHOLDERS MEETING OF RESOLUTION E.27, HIS TERM OF
OFFICE WILL LAST 3 YEARS; IF SUCH RESOLUTION IS NOT
APPROVED, IT WILL LAST 2 YEARS
PROPOSAL #O.11: APPOINT MR. ALAIN POUYAT AS A CONTROL ISSUER YES FOR N/A
AGENT, FOR A 3-YEAR PERIOD
PROPOSAL #O.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
BUY BACK THE COMPANY'S SHARES ON THE OPENMARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 80.00, MINIMUM SALE PRICE: EUR
30.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF
THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 1,500,000,000.00; ?AUTHORITY
EXPIRES ON 18-MONTH PERIOD?; IT SUPERSEDES THE UNUSED
FRACTION OF ANY AND ALL EARLIER DELEGATIONS TO THE
SAME EFFECT; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
DECIDE ON 1 OR MORE CAPITAL INCREASES, INFRANCE OR
ABROAD, BY ISSUANCE, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF COMPANY'S ORDINARY
SHARES OR SECURITIES GIVING ACCESS TO ORDINARY SHARES
OF THE COMPANY OR A COMPANY CONTROLLED BY IT OVER 50%;
THE MAXIMAL NOMINAL AMOUNT OF CAPITAL INCREASES TO BE
CARRIED OUT UNDER THIS DELEGATION OF AUTHORITY SHALL
NOT EXCEED EUR 150,000,000.00; THE NOMINAL AMOUNT OF
DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00; ?AUTHORITY EXPIRES ON 26 MONTH
PERIOD?; IT SUPERSEDES THE UNUSED FRACTION OF ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS ALL ISSUER YES FOR N/A
POWERS IN ORDER TO DECIDE ON 1 OR MORE CAPITAL
INCREASES, UP TO A MAXIMUM NOMINAL AMOUNT OF EUR
4,000,000,000.00, BY WAY OF CAPITALIZING RESERVES,
PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH
CAPITALIZATION IS ALLOWED BYLAW AND UNDER THE BY-LAWS,
BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF
EXISTING SHARES, OR BY A COMBINATION OF THESE METHODS;
?AUTHORITY EXPIRES ON 26-MONTH PERIOD?; IT SUPERSEDES
THE UNUSED FRACTION OF ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
DECIDE ON 1 OR MORE CAPITAL INCREASES, INFRANCE OR
ABROAD, BY ISSUANCE, WITH CANCELLATION OF THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS, OF
COMPANY'S ORDINARY SHARES OR SECURITIES GIVING ACCESS
TO ORDINARY SHARES OF THE COMPANY OR A COMPANY
CONTROLLED BY IT OVER 50%; THE MAXIMAL NOMINAL AMOUNT
OF CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR
150,000,000.00; THE NOMINAL AMOUNT SHALL COUNT AGAINST
THE OVERALL CEILING SET FORTH IN THE RESOLUTION E.13
THE NOMINAL AMOUNT OF DEBT SECURITIES ISSUED SHALL NOT
EXCEED EUR 5,000,000,000.00; ?AUTHORITY EXPIRES ON 26
MONTH PERIOD?; IT SUPERSEDES THE UNUSED FRACTION OF
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.16: APPROVE TO RESOLVE THAT THE BOARD OF ISSUER YES FOR N/A
DIRECTORS MAY DECIDE, FOR EACH OF THE ISSUES DECIDED
IN ACCORDANCE WITH THE RESOLUTIONS E.13 AND E.15, TO
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED, 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 ON 26-MONTH PERIOD?
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES AGAINST N/A
EACH OF THE ISSUES DECIDED IN ACCORDANCE WITH THE
RESOLUTION E.15, FOR A 26-MONTH PERIOD AND WITHIN THE
LIMIT OF 10% OF THE COMPANY'S SHARE CAPITAL OVER A 12-
MONTH PERIOD; TO SET THE ISSUE PRICE OF THE CAPITAL
SECURITIES AND, OR SECURITIES TO BE ISSUED , BY WAY OF
A PUBLIC OFFERING, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS DETERMINED BY THE SHAREHOLDERS MEETING;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS, ON ISSUER YES FOR N/A
THE BASIS AND CONDITIONS OF THE RESOLUTION E.15, TO
INCREASE THE SHARE CAPITAL, UP TO 10% OF THE SHARE
CAPITAL, BY WAY OF ISSUING ORDINARY SHARES OR
SECURITIES GIVING ACCESS TO THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO
THE COMPANY AND COMPRISED OF CAPITAL SECURITIES
GIVING ACCESS TO SHARE CAPITAL; THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL CEILING SET FORTH IN THE
RESOLUTION E.13; ?AUTHORITY EXPIRES ON 26-MONTH
PERIOD?; IT SUPERSEDES THE UNUSED FRACTION OF ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
DECIDE, ON THE BASIS AND CONDITIONS OF THE RESOLUTION
E.15, ON THE ISSUANCE OF COMPANY'S ORDINARY SHARES OR
SECURITIES GIVING ACCESS TO THE COMPANY'S SHARE
CAPITAL, IN CONSIDERATION FOR SECURITIES TENDERED IN A
PUBLIC EXCHANGE OFFER INITIATED IN FRANCE OR ABROAD
BY THE COMPANY CONCERNING THE SHARES OF ANOTHER
COMPANY; THE AMOUNT OF CAPITAL INCREASES TO BE CARRIED
OUT BY VIRTUE OF THE PRESENT RESOLUTION SHALL COUNT
AGAINST THE OVERALL CEILING SET FORTH IN THE
RESOLUTION E.13; ?AUTHORITY EXPIRES ON 26-MONTH
PERIOD?; IT SUPERSEDES THE UNUSED FRACTION OF ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
DECIDE, AT ITS SOLE DISCRETION, ON 1 OR MORE CAPITAL
INCREASES, IN FAVOUR OF EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; ?AUTHORITY EXPIRES
ON 26-MONTH PERIOD?; AND FOR AN AMOUNT THAT SHALL NOT
EXCEED 10% OF THE COMPANY CAPITAL; THIS AMOUNT SHALL
NOT COUNT AGAINST THE OVERALL CEILING SET FORTH IN THE
RESOLUTION E.13, NOR THE CEILINGS SET FORTH IN THE
RESOLUTIONS E.14 AND E.24; IT SUPERSEDES THE UNUSED
FRACTION OF ANY AND ALL EARLIER DELEGATIONS TO THE
SAME EFFECT; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
ISSUE ORDINARY SHARES OF BOUYGUES CONSEQUENTLY TO THE
ISSUE OF SECURITIES ISSUED BY ANY COMPANY IN WHICH
BOUYGUES HOLDS DIRECTLY OR INDIRECTLY MORE THAN THE
HALF OF THE CAPITAL AND AUTHORIZES THE RESULTING
CAPITAL INCREASE?S?; THESE SECURITES SHALL BE ISSUED
BY THE SUBSIDIARIES AND SHALL GIVE ACCESS TO ORDINARY
SHARES OF THE COMPANY; THEY CAN BE ISSUED ON 1 OR MORE
OCCASIONS, IN FRANCE, ABROAD AND, OR IN THE
INTERNATIONAL MARKET; THE SHAREHOLDERS MEETING DECIDES
TO CANCEL THE SHAREHOLDERS ; PREFERENTIAL
SUBSCRIPTION RIGHTS TO THE SECURITIES ISSUED BY THE
SUBSIDIARIES; THE CEILING OF THE NOMINAL AMOUNT OF THE
CAPITAL INCREASE OF THE COMPANY, RESULTING FROM ALL
THE ISSUANCES CARRIED OUT ACCORDINGLY TO THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE OVERALL CEILING
SET FORTH IN RESOLUTION E.13; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; ?AUTHORITY EXPIRES ON 26-MONTH PERIOD?;
IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE
SAME EFFECT
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
MAKE USE, IN THE EVENT OF A PUBLIC OFFER CONCERNING
THE COMPANY'S SECURITIES, OF THE DELEGATIONS AND
AUTHORIZATIONS GRANTED TO THE BOARD BY THE PRESENT
SHAREHOLDERS MEETING TO INCREASE THE SHARE CAPITAL
ACCORDINGLY TO THE RESOLUTIONS E.13, E.14, E.15, E.16,
E.17, E.18, E.19, E.20, E.21 AND E.24; ?AUTHORITY
EXPIRES ON 18-MONTH PERIOD?
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
PROCEED, IN 1 OR MORE ISSUES, IN THE EVENT OF A PUBLIC
OFFER CONCERNING THE COMPANY'S SECURITIES, WITH THE
ISSUANCE OF WARRANTS TO SUBSCRIBE TO SHARES IN THE
COMPANY AND TO BE GRANTED FREE OF CHARGE TO ALL THE
SHAREHOLDERS OF THE COMPANY; THE MAXIMUM NOMINAL
AMOUNT OF CAPITAL INCREASE SHALL NOT EXCEED EUR
400,000,000.00; THIS AMOUNT SHALL NOT COUNT AGAINST
THE GLOBAL CEILING FIXED IN RESOLUTION E.13; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; ?AUTHORITY EXPIRES ON 18-MONTH
PERIOD?; IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
PROPOSAL #E.24: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES IN FAVOUR OF THE EMPLOYEES OR THE
CORPORATE OFFICERS OF BOUYGUES AND RELATED COMPANIES;
THEY MAY NOT REPRESENT MORE THAN 10% OF THE SHARE
CAPITAL; THIS AMOUNT SHALL NOT COUNT AGAINST THE
CEILING FIXED IN THE RESOLUTION E.20, NOR AGAINST THE
OVERALL CEILING SET FORTH IN THE RESOLUTION E.13; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; ?AUTHORITY EXPIRES ON 38-MONTH
PERIOD?; IT SUPERSEDES THE FRACTION UNUSED OF ANY AND
ALL EARLIER DELEGATION TO THE SAME EFFECT
PROPOSAL #E.25: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
DECIDE, ON 1 OR MORE OCCASIONS, AT ITS SOLE
DISCRETION, IN FRANCE OR ABROAD, THE SHARE CAPITAL UP
TO A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000,000.00,
ON THE ISSUANCE OF ANY SECURITIES GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; ?AUTHORITY EXPIRES ON 26-MONTH PERIOD?;
IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE
SAME EFFECT
PROPOSAL #E.26: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, AT
ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF THE
SHARES HELD BY THE COMPANY IN CONNECTION WITH VARIOUS
STOCK REPURCHASE PLANS, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24-MONTH PERIOD; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH AL NECESSARY
FORMALITIES; ?AUTHORITY EXPIRES ON 18-MONTH PERIOD?;
IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE
SAME EFFECT
PROPOSAL #E.27: AMEND THE ARTICLES 13 ?COMPOSITION OF ISSUER YES FOR N/A
THE BOARD OF DIRECTORS? AND 19 OF THE BYLAWS
PROPOSAL #E.28: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BYLAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND ISSUER YES ABSTAIN N/A
THE ACCOUNTS FOR THE YE 31 DEC 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES ABSTAIN N/A
REPORT FOR THE YE 31 DEC 2006
PROPOSAL #3.: RE-ELECT DR. D.C. ALLEN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #4.: RE-ELECT THE LORD BROWNE OF MADINGLEY AS ISSUER YES ABSTAIN N/A
A DIRECTOR
PROPOSAL #5.: RE-ELECT MR. A. BURGMANS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #6.: ELECT SIR WILLIAM CASTELL AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #7.: RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #8.: RE-ELECT MR. E.B. DAVIS, JR AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #9.: RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #10.: RE-ELECT DR B.E. GROTE AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #11.: RE-ELECT DR A.B. HAYWARD AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #12.: ELECT MR. A.G. INGLIS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #13.: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #14.: RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #15.: RE-ELECT MR. J.A. MANZONI AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #16.: RE-ELECT DR W.E. MASSEY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #17.: RE-ELECT SIR IAN PROSSER AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #18.: RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #19.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES ABSTAIN N/A
AUDITORS UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING BEFORE WHICH ACCOUNTS ARE LAID AND AUTHORIZE
THE BOARD TO SET THE AUDITORS REMUNERATION
PROPOSAL #20.: AUTHORIZE, SUBJECT ALWAYS TO THE ISSUER YES ABSTAIN N/A
FINANCIAL LIMITS AS FOLLOWS: A) THE COMPANY AND ITS
WHOLLY OWNED SUBSIDIARY, BP INTERNATIONAL LIMITED FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT 1985 ?AS
AND WHEN PART XA AFFECTS THOSE COMPANIES?, TO MAKE
DONATIONS TO EUROPEAN UNION ?EU? POLITICAL
ORGANIZATIONS, AND TO INCUR EU POLITICAL EXPENDITURE;
AND B) EACH OF THE COMPANY AND BP INTERNATIONAL
LIMITED FOR THE PURPOSES OF PART 14 OF THE COMPANIES
ACT 2006 ?AS AND WHEN PART 14 AFFECTS THOSE COMPANIES?
TO MAKE DONATIONS OR INCUR EXPENDITURE UNDER ONE OR
MORE OR ALL OF THE FOLLOWING HEADS, NAMELY I)
DONATIONS TO POLITICAL PARTIES OR INDEPENDENT ELECTION
CANDIDATE, II) DONATIONS TO POLITICAL ORGANIZATIONS
OTHER THEN POLITICAL PARTIES AND III) POLITICAL
EXPENDITURE; THE AUTHORITY UNDER THIS RESOLUTION ABOVE
SHALL ONLY PERMIT DONATIONS OR EXPENDITURE IN AN
AGGREGATE AMOUNT NOT EXCEEDING GBP 100,000 PER ANNUM;
AND THE AUTHORITY UNDER THIS RESOLUTION ABOVE SHALL
ONLY PERMIT DONATIONS OR EXPENDITURE BY THE COMPANY TO
A MAXIMUM AMOUNT OF GBP 400,000 UNDER EACH OF ITS
HEADS, AND SHALL ONLY PERMIT DONATIONS OR EXPENDITURE
BY BP INTERNATIONAL LIMITED TO A MAXIMUM AMOUNT OF GBP
400,000 UNDER EACH OF ITS HEADS, AND IN ADDITION THE
AGGREGATE AMOUNT OF DONATIONS OR EXPENDITURE BY BOTH
THE COMPANY AND BP INTERNATIONAL LIMITED UNDER THAT
AUTHORITY NOT EXCEEDING GBP 100,000 PER ANNUM IN
TOTAL; ?AUTHORITY EXPIRES THE EARLIER DURING A 4-YEAR
PERIOD ENDING ON 11 APR 2011 OR THE DATE OF THE AGM IN
2011?
PROPOSAL #21.: AUTHORIZE THE COMPANY TO USE THE ISSUER YES ABSTAIN N/A
ELECTRONIC COMMUNICATIONS WITH ITS SHAREHOLDERS AND IN
PARTICULAR TO AUTHORIZE THE COMPANY TO SEND OR SUPPLY
DOCUMENTS OR INFORMATION TO ITS SHAREHOLDERS MAKING
THEM AVAILABLE ON A WEBSITE
PROPOSAL #S.22: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES ABSTAIN N/A
PURCHASES ?SECTION 163(3) OF THE COMPANIES ACT 1985?
OF ORDINARY SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH
IN THE COMPANY, PROVIDED THAT: A) THE COMPANY DOES
NOT PURCHASE UNDER THIS AUTHORITY MORE THAN 1.95
BILLION ORDINARY SHARES; B) THE COMPANY DOES NOT PAY
LESS THAN GBP 0.25 FOR EACH SHARE; AND C) THE COMPANY
DOES NOT PAY MORE FOR EACH SHARE THAN 5% OVER THE
AVERAGE OF THE MIDDLE MARKET PRICE OF THE ORDINARY
SHARES FOR THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING
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;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM IN 2008 OR 11 JULY 2008?; 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?,
PROPOSAL #23.: APPROVE TO RENEW THE AUTHORITY OF THE ISSUER YES ABSTAIN N/A
DIRECTORS BY ARTICLE 13 OF THE COMPANY'S ARTICLES OF
ASSOCIATION TO ALLOT RELEVANT SECURITIES UP TO AN
AGGREGATE NOMINAL AMOUNT EQUAL TO THE SECTION 80
AMOUNT OF GBP 1,626 MILLION; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE PERIOD ENDING ON THE
DATE OF THE AGM IN 2008 OR 11 JUL 2008?
PROPOSAL #S.24: APPROVE TO RENEW THE AUTHORITY OF THE ISSUER YES ABSTAIN N/A
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; B) OTHERWISE
THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO AN
AGGREGATE NOMINAL AMOUNT EQUAL TO SECTION 89 AMOUNT OF
GBP 244 MILLION; ?AUTHORITY EXPIRES THE EARLIER AT
THE CONCLUSION OF THE PERIOD ENDING ON THE DATE OF THE
AGM IN 2008 OR 11 JUL 2008?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRADLEY PHARMACEUTICALS, INC.
TICKER: BDY CUSIP: 104576103
MEETING DATE: 6/7/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM J. MURPHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SETH HAMOT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS E. LINTON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRIDGESTONE CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/29/2007 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 ALL DIRECTORS ANDALL AUDITORS,
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, 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 #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: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES FOR N/A
PROPOSAL #6: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS AND CORPORATEAUDITORS
PROPOSAL #7: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
PROPOSAL #8: ALLOW BOARD TO AUTHORIZE USE OF STOCK ISSUER YES FOR N/A
OPTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/1/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: L.B. CAMPBELL ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: J.M. CORNELIUS ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: L.J. FREEH ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: M. GROBSTEIN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: L. JOHANSSON ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: J.D. ROBINSON III ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: V.L. SATO, PH.D. ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: 2007 STOCK AWARD AND INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #04: SENIOR EXECUTIVE PERFORMANCE INCENTIVE ISSUER YES FOR FOR
PLAN
PROPOSAL #05: EXECUTIVE COMPENSATION DISCLOSURE SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: RECOUPMENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO (MALAYSIA) BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/19/2007 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 2006 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 AND A SPECIAL FINAL
DIVIDEND
PROPOSAL #3.: RE-ELECT MR. DATUK OH CHONG PENG AS A ISSUER YES FOR N/A
DIRECTOR WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLES 97 (1) AND (2) OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. ROBERT JAMES CLARK AS A ISSUER YES FOR N/A
DIRECTOR WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLES 97 (1) AND (2) OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #5.: RE-APPOINT MR. TAN SRI KAMARUL ARIFFIN ISSUER YES FOR N/A
BIN MOHAMED YASSIN, AS A DIRECTOR WHO RETIRES IN
COMPLIANCE WITH SECTION 129(6) OF THE COMPANIES ACT,
1965 TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT
AGM
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #7.: 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; ?AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY?
PROPOSAL #8.: APPROVE, PURSUANT TO PARAGRAPH 10.09 OF ISSUER YES FOR N/A
THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES
BERHAD, A) 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, 26
APR 2004, 28 APR 2005 AND 20 APR 2006 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 ?AND
SUBSEQUENTLY RENEWED BY THE SHAREHOLDERS ON 17 APR
2002, 24 APR 2003, 26 APR 2004, 28 APR 2005 AND 20 APR
2006 RESPECTIVELY? ?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 FY; ?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 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?; 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 #9.: APPROVE, SUBJECT TO THE COMPANIES ACT, ISSUER YES FOR N/A
1965 ?THE ACT?, RULES, REGULATIONS ANDORDERS MADE
PURSUANT TO THE ACT ?AS MAY BE AMENDED, MODIFIED OR
RE-ENACTED FROM TIME TO TIME? THE PROVISIONS OF THE
COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION AND
THE REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
?BURSA SECURITIES? AND ANY OTHER RELEVANT AUTHORITY,
TO RENEW THE AUTHORITY GRANTED BY THE SHAREHOLDERS OF
THE COMPANY ON 24 APR 2003 ?AND SUBSEQUENTLY RENEWED
BY THE SHAREHOLDERS ON 26 APR 2004, 28 APR 2005 AND 20
APR 2006 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 AND AUTHORIZE THE COMPANY 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 2006 AMOUNTED TO MYR 434,735,000;
?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 AFTER THAT DATE IS
REQUIRED BY LAW TO BE HELD?; AUTHORIZE THE DIRECTORS
OF THE COMPANY, UPON COMPLETION OF EACH PURCHASE OF
SHARES BY THE COMPANY, TO CANCEL THE SHARES SO
PURCHASED OR TO RETAIN THE SHARES SO PURCHASED AS
TREASURY SHARES WHICH MAY BE DISTRIBUTED AS DIVIDEND
TO SHAREHOLDERS OR RESOLD ON BURSA SECURITIES OR
SUBSEQUENTLY CANCELLED OR TO RETAIN PART OF THE SHARES
SO PURCHASED AS TREASURY SHARES AND CANCEL THE
REMAINDER AND/OR TO DEAL WITH THE SHARES IN ANY OTHER
MANNER AS MAY BE ALLOWED OR PRESCRIBED BY THE ACT OR
ANY OTHER RULES, REGULATIONS AND/OR ORDERS MADE
PURSUANT TO THE ACT AND THE REQUIREMENTS OF BURSA
SECURITIES AND ANY OTHER RELEVANT AUTHORITIES FOR THE
TIME BEING IN FORCE AND TO TAKE ALL SUCH STEPS AS ARE
NECESSARY OR EXPEDIENT TO IMPLEMENT, FINALIZE OR TO
EFFECT THE PURCHASE?S? OF SHARES WITH FULL POWERS TO
ASSENT TO ANY CONDITIONS, MODIFICATIONS, RESOLUTIONS,
VARIATIONS AND/OR AMENDMENTS ?IF ANY? AS MAY BE
IMPOSED BY THE RELEVANT AUTHORITIES AND TO DO ALL SUCH
ACTS AND THINGS AS THE DIRECTORS MAY DEEM FIT AND
EXPEDIENT IN THE BEST INTEREST OF THE COMPANY
PROPOSAL #10.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BROTHER INDUSTRIES,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #2.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #3.: APPROVE PAYMENT OF PERFORMANCE-BASED ISSUER YES FOR N/A
REMUNERATION TO 6 DIRECTORS
PROPOSAL #4.: SHAREHOLDERS PROPOSALS : APPROVE ISSUER YES AGAINST N/A
APPROPRIATION OF EARNINGS
PROPOSAL #5.: SHAREHOLDERS PROPOSALS : APPROVE ISSUER YES AGAINST N/A
DIVIDENDS FROM SURPLUS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BT GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS FOR THE YE 31 MAR 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 MAR 2006
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND OF 7.6 PENCE ISSUER YES FOR N/A
PER SHARE RECOMMENDED BY THE DIRECTORS, PAYABLE ON 11
SEP 2006 TO HOLDERS OF ORDINARY SHARES REGISTERED AT
THE CLOSE OF BUSINESS ON 18 AUG 2006
PROPOSAL #4.: ELECT SIR ANTHONY GREENER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. MAARTEN VAN DEN BERGH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. CLAYTON BRENDISH AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: ELECT MR. MATTI ALAHUHTA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. PHIL HODKINSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY, UNTIL THE CONCLUSION OF
THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE
LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DECIDE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #11.: APPROVE TO RENEW THE AUTHORITY AND ISSUER YES FOR N/A
POWER CONFERRED ON THE DIRECTORS IN RELATION TO THE
SECTION 80 AMOUNT BY ARTICLE 74 OF THE COMPANY'S
ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES ON 11 OCT
2007 ; AND FOR THAT PERIOD THE SECTION 80 AMOUNT SHALL
BE GBP 137 MILLION
PROPOSAL #S.12: APPROVE TO EXTEND THE AUTHORITY AND ISSUER YES FOR N/A
POWER CONFERRED ON THE DIRECTORS BY ARTICLE 74 OF THE
COMPANY'S ARTICLES OF ASSOCIATION BE: TO ANY SALE OF
SHARES WHICH THE COMPANY MAY HOLD AS TREASURY SHARES;
AND RENEW UNTIL 11 OCT 2007 AND FOR THAT THE PERIOD
THE SECTION 89 AMOUNT SHALL BE GBP 21 MILLION
PROPOSAL #S.13: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985
OF UP TO A MAXIMUM NUMBER OF 834 MILLION SHARES OF 5P
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS OF SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE
CLOSE OF THE AGM OF THE COMPANY OR 11 OCT 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 #14.: AUTHORIZE THE BRITISH ISSUER YES FOR N/A
TELECOMMUNICATIONS PLC, A WHOLLY-OWNED SUBSIDIARY OF
THE COMPANY, TO MAKE DONATIONS TO EU EUROPEAN UNION
POLITICAL ORGANIZATIONS, NOT EXCEEDING GBP 1,00,000 IN
TOTAL; AUTHORITY EXPIRES AT THE CONCLUSION OF AGM IN
2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AN EX-GRATIA PAYMENT OF RINGGIT ISSUER YES AGAINST N/A
MALAYSIA MYR 1,588,000 BY THE COMPANYTO MR. TAN SRI
DATO MOHD DESA PACHI, THE FORMER CHAIRMAN/INDEPENDENT
NON-EXECUTIVE DIRECTOR OF BCHB PROPOSED EX-GRATIA
PAYMENT , IN RECOGNITION OF HIS LONG AND DEDICATED
SERVICE TO BCHB AND ITS SUBSIDIARIES; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO DO ALL ACTS, DEEDS AND
THINGS TO GIVE FULL EFFECT TO THE PROPOSED EX-GRATIA
PAYMENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AMEND THE MEMORANDUM AND ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION OF THE COMPANY IN THE MANNERAS SPECIFIED
SUBJECT TO THE RELEVANT APPROVALS BEING OBTAINED 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 PROPOSED AMENDMENTS TO
ARTICLES OF ASSOCIATION WITH FULL POWER TO ASSENT TO
ANY CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
AMENDMENTS AS MAY BE REQUIRED BY THE RELEVANT
AUTHORITIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 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 2006 ANDTHE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FIRST AND FINAL DIVIDEND OF 15 ISSUER YES FOR N/A
SEN LESS INCOME TAX OF 27% TAX FOR THE YE 31 DEC
20056 AS RECOMMENDED BY THE DIRECTORS PAYABLE ON 28
MAY 2007 TO SHAREHOLDERS REGISTERED IN THE COMPANY'S
BOOKS AT THE CLOSE OF BUSINESS ON 07 MAY 2007
PROPOSAL #3.: RE-ELECT DR. ROSLAN A. GHAFFAR AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRE IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. YBHG TAN SRI DATO MD NOR ISSUER YES FOR N/A
MD YUSOF AS A DIRECTOR, WHO RETIRES INACCORDANCE WITH
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. YBHG TAN SRI DATO SERI ISSUER YES FOR N/A
HAIDAR MOHAMED NOR AS A DIRECTOR, WHO RETIRES IN
ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. YBHG DATO HAMZAH BAKAR AS ISSUER YES FOR N/A
A DIRECTOR, WHO RETIRES IN ACCORDANCEWITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #7.: RE-ELECT MR. YBHG DATO ZAINAL ABIDIN ISSUER YES FOR N/A
PUTIH AS A DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #8.: RE-ELECT MR. YBHG DATUK DR SYED MUHAMAD ISSUER YES FOR N/A
SYED ABDUL KADIR AS A DIRECTOR, WHO RETIRES IN
ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #9.: RE-ELECT MR. YBHG DATO ROBERT CHEIM DAU ISSUER YES AGAINST N/A
MENG AS A DIRECTOR, WHO RETIRES IN ACCORDANCE WITH
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #10.: RE-ELECT MR. CEZAR PERALTA CONSING AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #11.: 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 2006
PROPOSAL #12.: 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 #13.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 132D OF THE COMPANIES ACT, 1965 AND SUBJECT
ALWAYS TO THE APPROVAL OF ALL THE RELEVANT REGULATORY
BODIES BEING OBTAINED FOR SUCH ALLOTMENT AND ISSUE, 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 #14.: 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 665.5 MILLION
AND/OR SHARE PREMIUM ACCOUNT OF APPROXIMATELY MYR
3,642.0 MILLION OF THE COMPANY BASED ON THE LATEST
AUDITED FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2006
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 2008 OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS
TO BE HELD BYLAW?
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUNZL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.: RE-APPOINT MR. J.F. HARRIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. M.J. RONEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT THE AUDITORS AND APPROVE TO ISSUER YES FOR N/A
FIX THEIR REMUNERATION
PROPOSAL #6.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #7.: GRANT AUTHORITY TO ALLOT SHARES ISSUER YES FOR N/A
PROPOSAL #S.8: GRANT AUTHORITY TO ALLOT SHARES FOR CASH ISSUER YES FOR N/A
PROPOSAL #S.9: AUTHORIZE THE COMPANY TO PURCHASE ITS ISSUER YES FOR N/A
OWN SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLE & WIRELESS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/21/2006 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 A FINAL DIVIDEND OF 3.1PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #4.: ELECT MR. SIMON BALL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. JOHN PLUTHERO AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. KASPER RORSTED AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE BOARD TO FIX REMUNERATION ISSUER YES FOR N/A
OF THE AUDITORS
PROPOSAL #9.: APPROVE THE CABLE WIRELESS LONG TERM ISSUER YES FOR N/A
CASH INCENTIVE PLAN
PROPOSAL #10.: 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 180,000,000
PROPOSAL #S.11: 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 29 ,000,000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLEVISION SYSTEMS CORPORATION
TICKER: CVC CUSIP: 12686C109
MEETING DATE: 6/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GROVER C. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ZACHARY W. CARTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES D. FERRIS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD H. HOCHMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTOR ORISTANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS V. REIFENHEISER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. RYAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VINCENT TESE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR FISCAL YEAR 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CALTEX AUSTRALIA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CHAIRMAN TO PRESENT AN ISSUER NO N/A N/A
INCIDENT-FREE OPERATIONS TOPIC TO THE AGM
PROPOSAL #2.: APPROVE THE CHAIRMAN, THE MANAGING ISSUER NO N/A N/A
DIRECTOR AND THE CHIEF EXECUTIVE OFFICER TO MAKE
PRESENTATIONS TO SHAREHOLDERS
PROPOSAL #3.: APPROVE THE CHAIRMAN TO DISCUSS KEY ISSUER NO N/A N/A
ISSUES RAISED BY THE SHAREHOLDERS PRIOR TO THE AGM AND
DURING THE DISCUSSION TO INVITE QUESTIONS FROM
SHAREHOLDERS REGARDING THESE KEY ISSUES
PROPOSAL #4.: RECEIVE THE FINANCIAL REPORTS, DIRECTORS ISSUER NO N/A N/A
REPORT AND THE AUDITORS REPORT FORTHE CALTEX
AUSTRALIA LIMITED ?AND THE CALTEX AUSTRALIA GROUP? FOR
THE YE 31 DEC 2006
PROPOSAL #5.: ADOPT THE REMUNERATION REPORT ?WHICH ISSUER YES FOR N/A
FORMS PART OF THE DIRECTORS ? FOR THE YE31 DEC 2006
PROPOSAL #6.1: ELECT MR. BRANT FISH AS A DIRECTOR OF ISSUER YES FOR N/A
THE CALTEX AUSTRALIA LIMITED IN ACCORDANCE WITH THE
TERMS SET OUT IN THE COMPANY'S CONSTITUTION
PROPOSAL #6.2: RE-ELECT MR. JOHN THORN AS A DIRECTOR ISSUER YES FOR N/A
OF THE CALTEX AUSTRALIA LIMITED IN ACCORDANCE WITH THE
TERMS SET OUT IN THE COMPANY'S CONSTITUTION
PROPOSAL #S.7: ADOPT THE CONSTITUTION OF THE CALTEX ISSUER YES FOR N/A
AUSTRALIA LIMITED IN PLACE OF THE PRESENT CONSTITUTION
WITH EFFECT FROM THE CLOSE OF MEETING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANADIAN IMPERIAL BK COMM TORONTO ONT
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/1/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #2.1: ELECT MR. B.S. BELZBERG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT MR. J.H. BENNETT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT MR. G.F.COLTER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT MR. W.L. DUKE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT MR. I.E.H. DUVAR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT MR. W.A. ETHERINGTON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.7: ELECT MR. M.A. FRANSSEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: ELECT MR. G.D. GIFFIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: ELECT MR. L.S. HASENFRATZ AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: ELECT MR. J.S. LACEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: ELECT MR. J.P. MANLEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: ELECT MR. G.T. MCCAUGHEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: ELECT MR. C. SIROIS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.14: ELECT MR. S.G. SNYDER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.15: ELECT MR. C.M. TRUDELL AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.16: ELECT MR. R.W. TYSOE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: AMEND SECTION 5.2 OF BY-LAW NO.1 ISSUER YES FOR N/A
REGARDING INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHERS
PROPOSAL #4.: AMEND THE CIBC EMPLOYEE STOCK OPTION PLAN ISSUER YES FOR N/A
PROPOSAL #5.A: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL NO 1
PROPOSAL #5.B: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL NO 2
PROPOSAL #5.c: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL NO 3
PROPOSAL #5.D: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL NO 4
PROPOSAL #5.E: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL NO 5
PROPOSAL #5.F: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: APPROVE THE SHAREHOLDER PROPOSAL NO 6
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANON INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/29/2007 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: APPROVE MINOR ISSUER YES FOR N/A
REVISIONS RELATED TO THE NEW COMMERCIALCODE, EXPAND
BUSINESS LINES
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
PROPOSAL #3.25: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.26: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.27: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #6: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAP GEMINI SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2006, SHOWING
EARNINGS OF EUR 195,000,000.00
PROPOSAL #O.2: RECEIVE THE REPORT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS ON THE GROUP MANAGEMENT FOR 2006 AND THE
REPORT OF THE AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, SHOWING NET
EARNINGS ?GROUP SHARE? OF EUR 293,000,000.00
PROPOSAL #O.3: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L 225-38
ET SEQUENCE OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE AGREEMENT REGARDING THE GUARANTEE CONTRACT ENTERED
INTO WITH LAZARD FRERES BANQUE SA
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L 225-38
ET SEQUENCE OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE AGREEMENT REGARDING THE REGISTRATION OF 2
CORPORATE OFFICERS IN THE LIST OF THE BENEFICIARIES OF
THE GROUP PENSION PLAN SET UP BY THE COMPANY
PROPOSAL #O.5: APPROVE: THE RECOMMENDATIONS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND THAT THE DISTRIBUTABLE INCOME
FOR THE FY OF EUR 194,560,397.44 BE APPROPRIATED AS
FOLLOWS: LEGAL RESERVE: EUR 9,999,864.00; DIVIDENDS:
EUR 100,857,266.30; THE BALANCE TO THE RETAINED
EARNINGS: EUR 83,703,267.14; THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.70 FOR EACH OF THE
144,081,809 SHARES, AND WILL ENTITLE TO THE 40%
DEDUCTION PROVIDED BY THE FRENCH TAX CODE; THIS
DIVIDEND WILL BE PAID ON 30 APR 2007; 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 ACCOUNTS;
AND AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE
LAST 3 FY, THE DIVIDEND PAID, WERE AS FOLLOWS: EUR
0.50 FOR FY 2005 ELIGIBLE FOR THE 40% ALLOWANCE NIL
FOR FY 2004 NIL FOR FY 2003
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
MARCEL ROULET AS CONTROL AGENT FOR A 2- YEAR PERIOD
PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
BUY THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 70.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 14,408,180
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 1,008,572,600.00; ?AUTHORITY EXPIRES AFTER 18
MONTHS?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
AUTHORIZATION SUPERSEDES THE ONE GRANTED BY THE
COMBINED SHAREHOLDERS MEETING OF 11 MAY 2006 IN ITS
RESOLUTION NO. 20
PROPOSAL #E.8: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR 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 SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP
TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A 24
MONTH PERIOD; ?AUTHORITY EXPIRES AFTER 24 MONTHS? AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES
THE ONE GRANTED BY THE COMBINED SHAREHOLDERS MEETING
OF 11 MAY 2006 IN ITS RESOLUTION NO. 21
PROPOSAL #E.9: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES AGAINST N/A
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES, THEY
MAY NOT REPRESENT MORE THAN 0.5% OF THE SHARE CAPITAL
?I.E. 720,000 SHARES?; ?AUTHORITY EXPIRES AFTER 38
MONTHS?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.10: AMEND THE INDENTS 3 TO 6 OF ARTICLE 19 ISSUER YES FOR N/A
OF THE BY-LAWS- SHAREHOLDERS MEETINGS
PROPOSAL #E.11: AUTHORIZE THE BEARER OF AN ORIGINAL, A ISSUER YES FOR N/A
COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO
CARRY OUT ALL FILLINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAPITA GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2007 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 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 DEC 2006
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 6.30P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. PETER CAWDRON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. PAUL PINDAR AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. SIMON PILLING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. BILL GRIMSEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF ERNST & YOUNG LLP
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSE 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
4,091,919; ?AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY?; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE COMPANIES ACT 1985 ?ACT?, TO ALLOT
EQUITY SECURITIES ?SECTION 94(2) OF THE ACT? FOR CASH,
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 10
ABOVE, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
?SECTION 89(1)?, PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN
CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER
OFFER OF SECURITIES IN FAVOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
619,988; AND THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY, 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 61,998,780 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 2008 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.12 SHALL EITHER BE CANCELLED
IMMEDIATELY ON THE COMPLETION OF THE PURCHASE
PROPOSAL #13.: APPROVE, SUBJECT TO AND IN ACCORDANCE ISSUER YES FOR N/A
WITH THE COMPANIES ACT 2006, AMEND AND RE-ENACTED FROM
THE TIME THE COMPANY MAY SUPPLY DOCUMENTS OR
INFORMATION TO MEMBERS, OR PERSONS NOMINATED BY
MEMBERS, AS SPECIFIED, A PERSON IN RELATION TO THE
FOLLOWING CONDITIONS ARE MET IS TAKEN TO HAVE AGREED
THAT THE COMPANY MAY SUPPLY DOCUMENTS OR INFORMATION
IN THE MANNER THE PERSON HAS BEEN ASKED INDIVIDUALLY
BY THE COMPANY MAY SUPPLY DOCUMENTS OR INFORMATION
GENERALLY, OR THE DOCUMENTS OR INFORMATION IN
QUESTION, BY MEANS OF A WEBSITE, THE COMPANY HAS NOT
RECEIVED A RESPONSE WITH THE PERIOD OF 28 DAYS
BEGINNING WITH THE DATE ON WHICH THE COMPANY'S REQUEST
WAS SENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARNIVAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/16/2007 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 AMBASSADOR RICHARD G. CAPEN, ISSUER YES FOR N/A
JR. AS A DIRECTOR OF THE CARNIVAL CORPORATION AND THE
CARNIVAL PLC
PROPOSAL #3.: RE-ELECT MR. ROBERT H. DICKINSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL
PLC
PROPOSAL #4.: RE-ELECT MR. ARNOLD W. DONALD AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL
PLC
PROPOSAL #5.: RE-ELECT MR. PIER LUIGI FOSCHI AS A ISSUER YES FOR N/A
DIRECTOR OF THE CARNIVAL CORPORATION AND THE CARNIVAL
PLC
PROPOSAL #6.: RE-ELECT MR. HOWARD S. FRANK AS A 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 ANDTHE 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. MODESTO A. MAIDIQUE AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #10.: RE-ELECT SIR JOHN PARKER AS A DIRECTOR ISSUER YES FOR N/A
OF CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #11.: RE-ELECT MR. PETER G. RATCLIFFE AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND THECARNIVAL PLC
PROPOSAL #12.: RE-ELECT MR. STUART SUBOTNICK AS A ISSUER YES FOR N/A
DIRECTOR OF CARNIVAL CORPORATION AND THE CARNIVAL PLC
PROPOSAL #13.: ELECT MS. LAURA WEIL AS A DIRECTOR OF ISSUER YES FOR N/A
THE 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 PLC FOR THE PERIOD COMMENCING UNTIL
THE CONCLUSION OF THE 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 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 2006
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 2006
PROPOSAL #19.: APPROVE THAT THE AUTHORITY AND POWER ISSUER YES FOR N/A
CONFERRED ON THE DIRECTORS BY ARTICLE 30OF THE
CARNIVAL PLC'S ARTICLES OF ASSOCIATION BE RENEWED FOR
A PERIOD COMMENCING AT THE END OF THE MEETING AND
EXPIRING AT THE END OF THE AGM OF CARNIVAL PLC AFTER
THE DATE ON WHICH THIS RESOLUTION IS PASSED AND FOR
THAT PERIOD THE SECTION 80 AMOUNT SHALL BE USD
21,239,657
PROPOSAL #S.20: APPROVE, SUBJECT TO PASSING OF ISSUER YES FOR N/A
RESOLUTION 19, THE POWER CONFERRED ON THE DIRECTORS BY
ARTICLE 31 OF THE CARNIVAL PLC'S ARTICLES OF
ASSOCIATION BE RENEWED 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 17,688,017
PROPOSAL #S.21: AUTHORIZE THE CARNIVAL PLC, TO MAKE ISSUER YES FOR N/A
MARKET PURCHASES ?SECTION 163(3) OF THE UK COMPANIES
ACT 1985 ?THE COMPANIES ACT 1985?? UP TO A MAXIMUM OF
10,655,432 ORDINARY SHARES, OF USD 1.66 EACH IN THE
CAPITAL OF CARNIVAL PLC, AT A MINIMUM PRICE ?EXCLUSIVE
OF EXPENSES? OF USD 1.66 ORDINARY SHARES AND THE
MAXIMUM PICE WHICH MAY BE PAID FOR AN ORDINARY SHARES
IS AN AMOUNT ?EXCLUSIVE OF EXPENSES? EQUAL 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 2008 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
PROPOSAL #S.22: APPROVE THAT THE CARNIVAL PLC MAY SEND ISSUER YES FOR N/A
OR SUPPLY ANY DOCUMENT OR INFORMATION THAT IS
REQUIRED OR AUTHORIZED TO BE SENT OR SUPPLIED TO A
SHAREHOLDER OR ANY OTHER PERSON BY CARNIVAL PLC BY A
PROVISION OF THE COMPANIES ACTS ?SECTION 2 OF THE UK
COMPANIES ACT 2006 ?THE COMPANIES ACT, 2006?? OR
PURSUANT TO CARNIVAL PLC'S ARTICLES OF ASSOCIATION OR
TO ANY OTHER RULES OR REGULATIONS TO WHICH CARNIVAL
PLC MAY BE SUBJECT, BY MAKING IT AVAILABLE ON A
WEBSITE, AND THE PROVISIONS OF SCHEDULED 5 TO THE
COMPANIES ACT 2006 SHALL APPLY WHETHER OR NOT ANY
DOCUMENT OR INFORMATION IS REQUIRED OR AUTHORIZED TO
BE SENT BY THE COMPANIES ACT, CARNIVAL PLC'S ARTICLES
OF ASSOCIATION OR ANY OTHER RULES OR REGULATIONS TO
WHICH CARNIVAL PLC MAY BE SUBJECT AND THIS RESOLUTION
SHALL SUPERSEDE ANY PROVISION IN CARNIVAL PLC ARTICLES
OF ASSOCIATION TO THE EXTENT THAT IS INCONSISTENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARREFOUR SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/20/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORTS OF THE EXECUTIVE ISSUER YES ABSTAIN N/A
COMMITTEE, THE SUPERVISORY BOARD AND THEAUDITORS,
FINANCIAL STATEMENTS FYE 2006 AS PRESENTED
ACCORDINGLY, AND GRANT PERMANENT DISCHARGE TO THE
EXECUTIVE COMMITTEE FOR THE PERFORMANCE OF ITS DUTIES
DURING THE SAID FY
PROPOSAL #2.: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES ABSTAIN N/A
COMMITTEE, THE SUPERVISORY BOARD AND THEAUDITORS;
APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SAID FY IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #3.: APPROVE THE SPECIAL REPORT OF THE ISSUER YES ABSTAIN N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL. 225-86
ET SEQ OF THE FRENCH COMMERCIAL CODE AND THE
AGREEMENTS REFERRED TO THEREIN
PROPOSAL #4.: APPROVES THE RECOMMENDATIONS OF THE ISSUER YES ABSTAIN N/A
EXECUTIVE COMMITTEE AND RESOLVES THAT THEINCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS; INCOME FOR THE FY:
EUR 485,068,310,79 PLUS RETAINED EARNINGS EUR
597,595,662.74 TOTAL EUR 1,082,663,973,53 ALLOCATION:
DIVIDENDS EUR 726,049,797.48 RETAINED EARNINGS EUR
356,614,176.05 AND THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.03 PER SHARE, AND WILL ENTITLE TO
THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE,
THIS DIVIDEND WILL BE PAID ON 4 MAY 2007 AS REQUIRED
BY LAW
PROPOSAL #5.: RATIFY THE APPOINTMENT OF MR. ROBERT ISSUER YES ABSTAIN N/A
HALLEY AS MEMBER OF THE SUPERVISORY BOARD , TO REPLACE
MR. LUC VANDEVELDE FOR THE REMAINDER OF MR. LUC
VANDEVELDE'S TERM OF OFFICE
PROPOSAL #6.: APPOINT MR. JEAN-MARTIN AS A MEMBER OF ISSUER YES ABSTAIN N/A
SUPERVISORY BOARD FOR A 4 YEAR PERIOD
PROPOSAL #7.: APPOINT THE MEMBERS OF SUPERVISORY ISSUER YES ABSTAIN N/A
BOARD, THE COMPANY HALLEY PARTICIPATIONS FOR A 4 YEAR
PERIOD
PROPOSAL #8.: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER YES ABSTAIN N/A
SUPERSESSION OF THE AUTHORIZATION GRANTED BY THE
COMBINED SHAREHOLDERS MEETING OF 02 MAR 2006, TO
PURCHASE COMPANY'S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED 3% OF THE SHARE CAPITAL I.E, 21,150,000
SHARES, THE MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS :EUR 1,586,250,000.00; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; ?AUTHORITY IS GIVEN FOR AN 18-MONTH
PERIOD?
PROPOSAL #9.: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER YES ABSTAIN N/A
SUPERSESSION OF THE AUTHORIZATION GRANTED BY
SHAREHOLDERS MEETING OF 02 MAY 2006, TO REDUCE THE
SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND AT ITS SOLE
DISCRETION, BY CANCELING SHARES ALREADY HELD BY THE
COMPANY AND OR THAT COULD BE PURCHASED IN CONNECTIONS
WITH THE AUTHORIZATION GIVEN IN THE RESOLUTION NO.5,
UP TO A MAXIMUM 10% OF THE SHARE CAPITAL OVER A 24
MONTH PERIOD; ?AUTHORITY IS GIVEN FOR A 18 MONTH
PERIOD?
PROPOSAL #10.: AUTHORIZE THE EXECUTIVE COMMITTEE, IN ISSUER YES ABSTAIN N/A
SUPERSESSION OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 27 APR 2004, IN 1 OR MORE
TRANSACTIONS, THE EMPLOYEES AND THE CORPORATE OFFICERS
OF THE COMPANY AND RELATED COMPANIES, OPTIONS GIVING
THE RIGHT TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; ?AUTHORIZATION
IS GIVEN FOR AN 38-MONTH PERIOD?
PROPOSAL #11.: AMEND THE ARTICLE 25.III OF THE BY-LAW ISSUER YES ABSTAIN N/A
IN ORDER TO BRING IT INTO CONFORMITY WITH THE NEW
REGULATORY REQUIREMENTS
PROPOSAL #12.: ELECT MR. SEBASTIEN BAZIN AS A ISSUER YES ABSTAIN N/A
SUPERVISORY BOARD MEMBER
PROPOSAL #13.: ELECT MR. NICOLAS BAZIRE AS A ISSUER YES ABSTAIN N/A
SUPERVISORY BOARD MEMBER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CASEY'S GENERAL STORES, INC.
TICKER: CASY CUSIP: 147528103
MEETING DATE: 9/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DONALD F. LAMBERTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD M. LAMB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. MYERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK P. TAYLOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHNNY DANOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. FITZGIBBON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA CLARE SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH H. HAYNIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. KIMBALL ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CBS CORPORATION
TICKER: CBSA CUSIP: 124857103
MEETING DATE: 5/23/2007 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: GARY L. COUNTRYMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEONARD GOLDBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE S. GORDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LINDA M. GRIEGO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARNOLD KOPELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE MOONVES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUG MORRIS 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: FREDERIC V. SALERNO ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP TO SERVE AS CBS
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CENTRAL JAPAN RAILWAY CO, NAGOYA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND CORPORATE AUDITORS
PROPOSAL #5: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
DIRECTORS AND CORPORATE AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHEVRON CORPORATION
TICKER: CVX CUSIP: 166764100
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: L.F. DEILY ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: S. GINN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: D.J. O REILLY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: D.B. RICE ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: K.W. SHARER ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: PROPOSAL TO AMEND CHEVRON'S RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO REPEAL THE
SUPERMAJORITY VOTE PROVISIONS
PROPOSAL #04: ADOPT POLICY AND REPORT ON HUMAN RIGHTS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: ADOPT GOALS AND REPORT ON GREENHOUSE GAS SHAREHOLDER YES ABSTAIN AGAINST
EMISSIONS
PROPOSAL #06: ADOPT POLICY AND REPORT ON ANIMAL WELFARE SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: RECOMMEND AMENDMENT TO THE BY-LAWS TO SHAREHOLDER YES AGAINST FOR
SEPARATE THE CEO/CHAIRMAN POSITIONS
PROPOSAL #08: AMEND THE BY-LAWS REGARDING THE SHAREHOLDER YES AGAINST FOR
STOCKHOLDER RIGHTS PLAN POLICY
PROPOSAL #09: REPORT ON HOST COUNTRY ENVIRONMENTAL LAWS SHAREHOLDER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHI MEI OPTOELECTRONIC CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ISSUANCE OF NEW SHARES VIA ISSUER YES FOR N/A
PRIVATE PLACEMENT
PROPOSAL #2.: SPECIAL MENTIONS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA CONSTRUCTION BANK CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 2006 REPORT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS OF THE BANK
PROPOSAL #2.: APPROVE THE 2006 REPORT OF THE BOARD OF ISSUER YES FOR N/A
SUPERVISORS OF THE BANK
PROPOSAL #3.1: RE-ELECT MR. GUO SHUQING AS AN ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.2: RE-ELECT MR. ZHANG JIANGUO AS AN ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.3: RE-ELECT MR. ZHAO LIN AS AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR OF THE BANK
PROPOSAL #3.4: RE-ELECT MR. LUO ZHEFU AS AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR OF THE BANK
PROPOSAL #3.5: RE-ELECT MS. WANG SHUMIN AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.6: RE-ELECT MR. WANG YONGGANG AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.7: RE-ELECT MR. LIU XIANGHUI AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.8: RE-ELECT MR. ZHANG XIANGDONG AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.9: RE-ELECT MR. GREGORY L. CURL AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.10: RE-ELECT MR. SONG FENGMING AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.11: RE-ELECT MR. TSE HAU YIN, ALOYSIUS AS ISSUER YES FOR N/A
AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.12: RE-ELECT MS. ELAINE LA ROCHE AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.13: RE-ELECT LORD PETER LEVENE AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.14: APPOINT MR. WANG YONG AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #3.15: APPOINT MS. LI XIAOLING AS A NON- ISSUER YES FOR N/A
EXECUTIVE DIRECTOR OF THE BANK
PROPOSAL #4.1: RE-ELECT MR. XIE DUYANG AS A SUPERVISOR ISSUER YES FOR N/A
OF THE BANK
PROPOSAL #4.2: RE-ELECT MS. LIU JIN AS A SUPERVISOR OF ISSUER YES FOR N/A
THE BANK
PROPOSAL #4.3: RE-ELECT MR. JIN PANSHI AS A SUPERVISOR ISSUER YES FOR N/A
OF THE BANK
PROPOSAL #4.4: RE-ELECT MR. GUO FENG AS AN EXTERNAL ISSUER YES FOR N/A
SUPERVISOR OF THE BANK
PROPOSAL #4.5: APPOINT MR. DAI DEMING AS AN EXTERNAL ISSUER YES FOR N/A
SUPERVISOR OF THE BANK
PROPOSAL #5.: APPROVE THE 2006 FINAL EMOLUMENTS ISSUER YES FOR N/A
DISTRIBUTION PLAN FOR THE DIRECTORS AND THESUPERVISORS
OF THE BANK
PROPOSAL #6.: APPROVE THE BANK'S AUDITED FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 31 DEC 2006 AND THE AUDITORS
REPORT
PROPOSAL #7.: APPROVE THE BANK'S 2006 PROFIT ISSUER YES FOR N/A
DISTRIBUTION PLAN AND THE 2006 DIVIDEND
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR N/A
BANK TO DEAL WITH THE MATTERS RELATEDTO THE
DECLARATION OF INTERIM DIVIDEND FOR 2007, WHICH
INTERIM DIVIDEND SHOULD BE 45% OF THE AFTER-TAX NET
PROFIT OF THE BANK FOR THE 6 MONTHS ENDING 30 JUN 2007
PROPOSAL #9.: APPROVE THE BANK'S 2006 FINAL ACCOUNTS ISSUER YES FOR N/A
PROPOSAL #10.: APPROVE THE BANK'S 2007 CAPITAL ISSUER YES FOR N/A
EXPENDITURE BUDGET
PROPOSAL #11.: APPROVE THE CREDIT CARD COOPERATION ISSUER YES FOR N/A
WITH BANK OF AMERICA CORPORATION AND AUTHORIZE THE
BOARD OF DIRECTORS TO DETERMINE SPECIFIC ISSUES
REGARDING SUCH COOPERATION, INCLUDING BUT NOT LIMITED
TO, THE TERMS OF SUCH COOPERATION, THE PREPARATION AND
SIGNING OF RELATED DOCUMENTATION, AND THE
ESTABLISHMENT OF A JOINT VENTURE BASED ON THE RESULTS
OF NEGOTIATIONS WITH BANK OF AMERICA CORPORATION AND
THE REQUIREMENTS OF REGULATORY AUTHORITIES
PROPOSAL #12.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
DEAL WITH MATTERS RELATED TO LIABILITY INSURANCE OF
THE DIRECTORS, THE SUPERVISORS AND THE SENIOR
MANAGEMENT OF THE BANK IN ACCORDANCE WITH MARKET
PRACTICE
PROPOSAL #13.: RE-APPOINT KPMG HUAZHEN AS THE BANK'S ISSUER YES FOR N/A
DOMESTIC AUDITORS AND KPMG AS THE BANK'S INTERNATIONAL
AUDITORS FOR A TERM ENDING AT THE END OF THE NEXT AGM
AND AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE
THEIR REMUNERATION
PROPOSAL #S.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
ISSUE SUBORDINATED BONDS IN ACCORDANCE WITH THE
SPECIFIED TERMS AND CONDITIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO REVISE THE DIRECTOR'S FEE FOR ISSUER YES FOR N/A
THE DIRECTORS OF THE COMPANY ?THE DIRECTORS? AS
FOLLOWS: A) ALL NON-EXECUTIVE DIRECTORS NOMINATED BY
CHINA NETWORK COMMUNICATIONS GROUP CORPORATION AND ALL
THE EXECUTIVE DIRECTORS SHALL NOT BE ENTITLED TO ANY
DIRECTOR'S FEE; AND B)ALL OTHER DIRECTORS SHALL BE
ENTITLED TO A DIRECTOR'S FEE OF HKD 200,000 FOR EACH
FY, THE DIRECTOR'S FEE WILL BE PAYABLE ON A TIME PRO-
RATA BASIS FOR ANY NON FULL YEAR'S SERVICE AND SUCH
DIRECTORS SHALL ALSO BE ENTITLED TO AN ADDITIONAL FEE
OF HKD 10,000 FOR EACH MEETING OF THE BOARD OF
DIRECTORS WHICH SUCH DIRECTORS ATTEND; AND THE SAID
REVISION SHALL APPLY IN RESPECT OF EACH FY COMMENCING
FROM THE 2007 FY AND UNTIL THE COMPANY IN GENERAL
MEETING OTHERWISE DETERMINES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ASSET TRANSFER AGREEMENT ISSUER YES FOR N/A
DATED 15 JAN 2007 ?THE ASSET TRANSFER AGREEMENT?
ENTERED INTO BETWEEN CHINA NETCOM (GROUP) COMPANY
LIMITED ?CNC CHINA? AND CHINA NETWORK COMMUNICATIONS
GROUP CORPORATION ?CHINA NETCOM GROUP? AS SPECIFIED,
PURSUANT TO WHICH CNC CHINA AGREED TO DISPOSE OF THE
TELECOMMUNICATIONS ASSETS, LIABILITIES AND BUSINESS
OPERATIONS OF THE COMPANY IN GUANGDONG PROVINCE AND
SHANGHAI MUNICIPALITY OF THE PRC TO CHINA NETCOM GROUP
?THE DISPOSAL? FOR A CASH CONSIDERATION OF RMB 3,500
MILLION ?COMPRISING AN INITIAL OF RMB 1,050 MILLION
PAYABLE IN CASH THE NEXT BUSINESS DAY AFTER COMPLETION
OF THE DISPOSAL AND THE REMAINING RMB 2,450 MILLION
PAYABLE IN CASH WITHIN 30 DAYS AFTER COMPLETION OF THE
DISPOSAL? AND CHINA NETCOM GROUP AGREED TO ASSUME AN
AGGREGATE PRINCIPAL AMOUNT OF RMB 3,000 MILLION OF
DEBT; AND AUTHORIZE THE DIRECTORS 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 THE
ASSET TRANSFER AGREEMENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR N/A
YE 31 DEC 2006 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2006
PROPOSAL #3.i: RE-ELECT MR. ZUO XUNSHENG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.ii: RE-ELECT MR. LI FUSHEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.iii: RE-ELECT MR. YAN YIXUN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.iv: RE-ELECT MR. MAURICIO SARTORIUS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.v: RE-ELECT DR. QIAN YINGYI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.vi: RE-ELECT MR. HOU ZIQIANG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.vii: RE-ELECT MR. TIMPSON CHUNG SHUI MING ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #4.: RE-APPOINT MESSRS. ISSUER YES FOR N/A
PRICEWATERHOUSECOOPERS AS THE AUDITORS AND AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, SUBJECT TO THIS ISSUER YES FOR N/A
RESOLUTION, 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? DURING THE RELEVANT PERIOD, THE
AGGREGATE NOMINAL AMOUNT OF SHARES WHICH MAY BE
PURCHASED ON THE STOCK EXCHANGE OF HONG KONG LIMITED
OR ANY OTHER STOCK EXCHANGE ON WHICH SECURITIES OF THE
COMPANY MAY BE LISTED AND WHICH IS RECOGNIZED FOR
THIS PURPOSE BY THE SECURITIES AND FUTURES COMMISSION
OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG
LIMITED PURSUANT TO THE SAID APPROVAL, NOT EXCEEDING
OR REPRESENTING MORE THAN 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF PASSING THIS RESOLUTION, AND THE SAID
APPROVAL SHALL BE LIMITED ACCORDINGLY; ?AUTHORITY
EXPIRES THE EARLIER THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD?
PROPOSAL #6.: AUTHORIZE THE DIRECTORS, 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, THE AGGREGATE
NOMINAL AMOUNT OF THE SHARES ALLOTTED NOT EXCEEDING
THE AGGREGATE OF: A) 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF PASSING THIS RESOLUTION; PLUS B) ?IF THE
DIRECTORS ARE SO AUTHORIZED BY A SEPARATE ORDINARY
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY? THE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING
OF THIS RESOLUTION ?UP TO A MAXIMUM EQUIVALENT TO 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION?, 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; ?AUTHORITY
EXPIRES THE 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 IS REQUIRED BY LAW
TO BE HELD?
PROPOSAL #7.: AUTHORIZE THE DIRECTORS TO EXERCISE THE ISSUER YES AGAINST N/A
POWERS OF THE COMPANY REFERRED TO IN THE RESOLUTION 6
IN RESPECT OF THE SHARE CAPITAL OF THE COMPANY
REFERRED TO IN RESOLUTION 6
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
SINOPEE CORPORATION TO ALLOT AND ISSUE AND DEAL WITH
NEW DOMESTIC LISTED SHARES AND NEW OVERSEAS LISTED
FOREIGN SHARES, DURING AND AFTER THE END OF THE
RELEVANT PERIOD, SUBJECT TO THIS RESOLUTION AND
PURSUANT TO THE COMPANY LAW ?THE COMPANY LAW? OF THE
PEOPLE'S REPUBLIC OF CHINA ?THE PRC? AND THE LISTING
RULES OF THE RELEVANT STOCK EXCHANGE ?AS AMENDED FROM
TIME TO TIME?, AND TO DETERMINE THE TERMS AND
CONDITIONS FOR THE ALLOTMENT AND ISSUE OF NEW SHARES
INCLUDING THE FOLLOWING TERMS: 1) TO ISSUE CLASS AND
NUMBER OF NEW SHARES; 2) PRICE DETERMINATION METHOD OF
NEW SHARES AND/OR ISSUE PRICE ?INCLUDING PRICE
RANGE?; 3) THE STARTING AND CLOSING DATES FOR THE
ISSUE; 4) CLASS AND NUMBER OF THE NEW SHARES TO BE
ISSUED TO EXISTING SHAREHOLDERS; AND 5) THE MAKING OR
GRANTING OF OFFERS, AGREEMENTS AND OPTIONS WHICH MIGHT
REQUIRE THE EXERCISE OF SUCH POWERS; THE AGGREGATE
NOMINAL AMOUNT OF NEW DOMESTIC LISTED SHARES AND NEW
OVERSEAS LISTED FOREIGN SHARES ALLOTTED, ISSUED AND
DEALT WITH OR WITHOUT OR AGREED CONDITIONALLY OR
UNCONDITIONALLY TO BE ALLOTTED, ISSUED AND DEALT WITH
?WHETHER PURSUANT TO AN OPTION OR OTHERWISE? BY THE
BOARD OF DIRECTORS OF THE SINOPEC CORP. PURSUANT TO
THE SAID APPROVAL, OTHERWISE THAN PURSUANT TO ISSUE OF
SHARES BY CONVERSION OF SURPLUS RESERVES INTO SHARE
CAPITAL IN ACCORDANCE WITH THE COMPANY LAW OF THE PRC
AND THE ARTICLES OF ASSOCIATION OF SINOPEC CORP, NOT
EXCEEDING 20% OF EACH CLASS OF THE EXISTING DOMESTIC
LISTED SHARES AND OVERSEAS LISTED FOREIGN SHARES OF
SINOPEC CORPORATION: 1) TO COMPLY WITH COMPANY LAW OF
THE PRC AND THE RELEVANT REGULATORY STIPULATIONS ?AS
AMENDED FROM TIME TO TIME? OF THE PLACES WHERE SINOPEC
CORPORATION IS LISTED; AND 2) TO OBTAIN APPROVAL FROM
CHINA SECURITIES REGULATORY COMMISSION AND OTHER
RELEVANT PRC GOVERNMENT DEPARTMENTS; ?AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF THE NEXT AGM
OF SINOPEC CORPORATION OR 12 MONTHS?; AND AUTHORIZE
THE BOARD OF DIRECTORS OF SINOPEC CORPORATION, SUBJECT
TO THE APPROVAL OF THE RELEVANT AUTHORITIES OF THE
PRC AND IN ACCORDANCE WITH THE COMPANY LAW OF THE PRC,
TO INCREASE THE REGISTERED CAPITAL OF SINOPEC
CORPORATION TO THE REQUIRED AMOUNT UPON THE EXERCISE
OF THE POWERS PURSUANT TO THIS RESOLUTION; TO SIGN THE
NECESSARY DOCUMENTS, COMPLETE THE NECESSARY
FORMALITIES AND TAKE OTHER NECESSARY STEPS TO COMPLETE
THE ALLOTMENT AND ISSUE AND LISTING OF NEW SHARES,
PROVIDED THE SAME DO NOT VIOLATE THE RELEVANT LAWS,
ADMINISTRATIVE REGULATIONS, LISTING RULES OF THE
RELEVANT STOCK EXCHANGE AND THE ARTICLES OF
ASSOCIATION; AUTHORIZE THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION OR THE SECRETARY TO THE BOARD,
SUBJECT TO THE APPROVAL OF THE RELEVANT PRC
AUTHORITIES, TO MAKE APPROPRIATE AND NECESSARY
AMENDMENTS TO ARTICLES 20 AND 23 OF THE ARTICLES OF
ASSOCIATION AFTER COMPLETION OF THE ALLOTMENT AND
ISSUE OF NEW SHARES ACCORDING TO THE METHOD, TYPE AND
NUMBER OF THE ALLOTMENT AND ISSUE OF NEW SHARES
ACCORDING TO THE METHOD, TYPE AND NUMBER OF THE
PROPOSAL #S.2: APPROVE, SUBJECT TO THE PASSING THIS ISSUER YES FOR N/A
RESOLUTIONS S.2 AND S.3: TO ISSUE UP TOUSD 1.5
BILLION ?OR APPROXIMATELY HKD 11.7? IN THE PRINCIPAL
AMOUNT OF BONDS CONVERTIBLE IN TO SINOPEC CORPORATON'S
OVERSEAS LISTED FOREIGN SHARES WITHIN 12 MONTHS FROM
THE DATE OF APPROVALS PASSED AT SINOPEC CORPORATION'S
GENERAL MEETING; TO ISSUE FROM TIME TO TIME AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
CONVERTIBLE BONDS, SUCH NUMBER OF NEW OVERSEAS LISTED
FOREIGN SHARES AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE APPLICATION FOR CONVERSION OF SHARES
MADE BY THE CONVERTIBLE BOND HOLDERS; TO INCREASE ITS
CAPITAL AND TO MAKE ALL NECESSARY AMENDMENTS TO
SINOPEC CORPORATION'S ARTICLES OF ASSOCIATION FOR THE
PURPOSE OF REFLECTING THE CHANGES OF THE REGISTERED
CAPITAL AND CAPITAL STRUCTURE OF SINOPEC CORPORATION
RESULTING FROM THE ISSUE OF NEW OVERSEAS LISTED
FOREIGN SHARES PURSUANT TO THE CONVERSION OF THE
CONVERTIBLE BONDS
PROPOSAL #S.3: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
SINOPE CORPORATION, TO DEAL WITH AL MATTERS IN
CONNECTION WITH THE ISSUE OF CONVERTIBLE BONDS,
INCLUDING BUT NOT LIMITED TO: SUBJECT TO THE PASSING
OF RESOLUTIONS S.2, TO DETERMINE THE TERMS AND
CONDITIONS OF THE CONVERTIBLE BONDS AND THE RELEVANT
MATTERS IN ACCORDANCE WITH THE NEED OF SINOPEC
CORPORATION AND THE MARKET CONDITIONS, INCLUDING THE
AMOUNT OF CONVERTIBLE BONDS WITH IN THE UPPER LIMIT AS
MENTIONED IN RESOLUTION S.2, AND TO SIGN ALL
NECESSARY LEGAL DOCUMENTS FOR SUCH PURPOSE; AUTHORIZE
THE SECRETARY TO THE BOARD, SUBJECT TO THE PASSING OF
RESOLUTIONS S.2, TO ISSUE NEW OVERSEAS LISTED FOREIGN
SHARES IN ACCORDANCE WITH THE PASSING OF RESOLUTION
S.2 AND/OR INCREASE SHARE CAPITAL AND OR AMEND SINOPEC
CORPORATION'S ARTICLES OF ASSOCIATION AS MENTIONED IN
THE RESOLUTION S.2 AND TO DEAL WITH ALL NECESSARY
PROCEDURES AND REGISTRATIONS IN RELATION THERETO
PROPOSAL #S.4: AUTHORIZE THE SINOPEC CORPORATION, ISSUER YES FOR N/A
SUBJECT TO THE PASSING OF THE RESOLUTION S.5, TO ISSUE
UP TO RMB 10 BILLION IN PRINCIPAL AMOUNT OF DOMESTIC
CORPORATE BONDS WITH IN 12 MONTHS FROM THE DATE OF
APPROVALS PASSED AT SINOPEC CORPORATION'S GENERAL
MEETING
PROPOSAL #S.5: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
SINOPEC CORP TO DEAL WITH ALL MATTERS IN CONNECTION
WITH THE ISSUE OF DOMESTIC BONDS, INCLUDING BUT NOT
LIMITED TO, SUBJECT TO THE PASSING OF RESOLUTION S.4,
TO DETERMINE THE TERMS AND CONDITIONS OF THE DOMESTIC
BONDS AND RELEVANT MATTERS IN ACCORDANCE WITH THE NEED
OF SINOPEC CORP AND THE MARKET CONDITIONS, INCLUDING
THE EXACT AMOUNT OF DOMESTIC CORPORATE BONDS WITHIN
THE UPPER LIMIT AS MENTIONED IN RESOLUTION S.4, AND TO
SIGN ALL NECESSARY LEGAL DOCUMENTS FOR SUCH PURPOSE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS OF SINOPEC CORPORATION FOR THE YE 31 DEC 2006
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR N/A
BOARD OF THE SINOPEC CORPORATION FOR THE YE 31 DEC 2006
PROPOSAL #3.: APPROVE THE AUDITED FINANCIAL REPORT AND ISSUER YES FOR N/A
CONSOLIDATED FINANCIAL REPORT OF SINOPEC CORPORATION
FOR THE YE 31 DEC 2006
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES FOR N/A
DISTRIBUTION OF THE FINAL DIVIDEND OF THE SINOPEC
CORPORATION FOR THE YE 31 DEC 2006
PROPOSAL #5.: RE-APPOINT KPMG HUAZHEN AND KPMG AS THE ISSUER YES FOR N/A
DOMESTIC AND OVERSEAS AUDITORS OF SINOPEC CORPORATION
FOR THE YEAR 2007, RESPECTIVELY, AND AUTHORIZE THE
BOARD OF DIRECTORS TO DETERMINE THEIR REMUNERATIONS
PROPOSAL #6.: APPROVE THE SICHUAN-TO-EAST CHINA GAS ISSUER YES FOR N/A
PROJECT ?THE GAS PROJECT? AND AUTHORIZETHE BOARD TO
TAKE ALL NECESSARY ACTIONS IN RELATION TO THE GAS
PROJECT, INCLUDING BUT NOT LIMITED TO THE FORMULATION
AND EXECUTION OF ALL THE NECESSARY LEGAL DOCUMENTS ?AS
SPECIFIED?
PROPOSAL #S.7: AUTHORIZE THE BOARD OF DIRECTORS, ON ISSUER YES AGAINST N/A
THE FLEXIBILITY OF ISSUANCE OF NEW SHARES, THE BOARD
OF DIRECTOR PROPOSES TO OBTAIN A GENERAL MANDATE FROM
SHAREHOLDERS; TO ALLOT, ISSUE AND DEAL WITH SHARES NOT
EXCEEDING 20% OF THE EXISTING DOMESTIC LISTED SHARES
AND OVERSEAS LISTED FOREIGN SHARES OF SINOPEC
CORPORATION, NOTWITHSTANDING THE OBTAINING OF THE
GENERAL MANDATE, ANY ISSUE OF DOMESTIC SHARES NEED
SHAREHOLDERS APPROVAL AT SHAREHOLDERS MEETING IN
ACCORDANCE WITH THE RELEVANT PRC LAWS AND REGULATIONS:
SUBJECT TO BELOW AND PURSUANT TO THE COMPANY LAW ?THE
COMPANY LAW? OF THE PEOPLE REPUBLIC OF CHINA ?PRC?
AND THE LISTING RULES OF THE RELEVANT STOCK EXCHANGE
?AS AMENDED FROM TIME TO TIME?, THE EXERCISED BY THE
BOARD OF DIRECTORS OF SINOPEC CORPORATION, OF ALL THE
POWER OF SINOPEC CORPORATION, GRANTED BY THE GENERAL
AND UNCONDITIONAL MANDATE TO ALLOT, ISSUE AND DEAL
WITH SHARES DURING THE RELEVANT PERIOD AND TO
DETERMINE THE TERMS AND CONDITION FOR THE ALLOTMENT
AND ISSUE OF NEW SHARES INCLUDING AS SPECIFIED A)
CLASS AND NUMBER OF NEW SHARES TO BE ISSUED B) PRICE
DETERMINATION METHOD OF NEW SHARES AND/OR ISSUE PRICE
?INCLUDING PRICE RANGE? C) THE STARTING AND CLOSING
DATES FOR THE ISSUE D) CLASS AND NUMBER OF THE NEW
SHARES TO BE ISSUED TO EXISTING SHAREHOLDERS AND E)
THE MAKING OR GRANTING OF OFFERS, AGREEMENTS AND
OPTIONS WHICH MIGHT REQUIRE THE EXERCISE OF SUCH
POWER; DURING THE RELEVANT PERIOD TO MAKE OR GRANT
OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR MIGHT
REQUIRE THE EXERCISE OF SUCH POWERS AFTER THE END OF
THE RELEVANT PERIOD; THE AGGREGATE NOMINAL AMOUNT OF
NEW DOMESTIC LISTED SHARES AND NEW OVERSEAS LISTED
FOREIGN SHARES ALLOTTED, ISSUED AND DEALT WITH OR
AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE
ALLOTTED, ISSUED AND DEALT WITH ?WHETHER PURSUANT TO
AN OPTION OR OTHERWISE? BY THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION, OTHERWISE THAN PURSUANT TO ISSUE
OF SHARES BY CONVERSION OF THE SURPLUS RESERVE INTO
SHARE CAPITAL IN ACCORDANCE WITH THE COMPANY LAW OF
THE PRC AND THE ARTICLES OF ASSOCIATION OF SINOPEC
CORPORATION SHALL NOT EXCEED 20% OF EACH CLASS OF THE
EXISTING DOMESTIC LISTED SHARES AND OVERSEAS LISTED
FOREIGN SHARES OF SINOPEC CORPORATION; AUTHORIZE THE
BOARD OF DIRECTORS OF SINOPEC CORPORATION MUST I)
COMPLY WITH THE COMPANY LAW OF THE PRC AND THE
RELEVANT REGULATORY STIPULATIONS ?AS AMENDED FROM TIME
TO TIME? OF THE PLACES WHERE SINOPEC CORPORATION IS
LISTED; AND II) OBTAIN APPROVAL FROM CHINA SECURITIES
REGULATORY COMMISSION AND OTHER RELEVANT PRC
GOVERNMENT DEPARTMENTS; RELEVANT PERIOD MEANS THE
PERIOD FROM THE DATE OF PASSING THIS RESOLUTION UNTIL
WHICHEVER IS THE EARLIEST OF 12 MONTHS FROM THE DATE
OF PASSING THIS RESOLUTION; THE CONCLUSION OF THE NEXT
AGM OF SINOPEC CORPORATION; AND THE REVOCATION OR
VARIATION OF THE MANDATE GRANTED UNDER THIS RESOLUTION
BY SPECIAL RESOLUTION OF THE SHAREHOLDERS IN GENERAL
MEETING; OF SINOPEC CORPORATION SUBJECT TO THE
APPROVAL OF THE RELEVANT AUTHOTITIES OF THE PRC AND IN
ACCORDEANCE WITH THE COMPANY LAW OF THE PRC, TO
INCREASE THE REGISTERED
PROPOSAL #S.8: APPROVE, SUBJECT TO THE PASSING OF THE ISSUER YES FOR N/A
RESOLUTION S.9, TO ISSUE CORPORATE BONDS ACCORDING TO
ITS ACTUAL FUNDING REQUIREMENTS IN COMPLIANCE WITH THE
RELEVANT PRC LAWS AND REGULATIONS, SUCH APPROVALS
SHALL BE VALID FROM THE DATE OF APPROVALS PASSED AT
THE AGM UNTIL THE DATE OF THE AGM FOR THE YEAR 2007;
THE MAXIMUM ACCUMULATED BALANCE OF THE BONDS SHALL NOT
EXCEED 40% OF THE NET ASSETS, WHICH AT THE TIME OF
THE ISSUE OF THE BONDS IN QUESTION WILL BE CALCULATED
ON THE BASIS OF THE NET ASSETS CONTAINED IN THE LATEST
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SINOPEC
CORP. PREPARED PURSUANT TO THE PRC ACCOUNTING RULES
AND REGULATIONS ?AS SPECIFIED?
PROPOSAL #S.9: APPROVE, SUBJECT TO THE PASSING OF THE ISSUER YES FOR N/A
RESOLUTION S.8, TO CONSIDER AND GRANT TO THE BOARD AN
UNCONDITIONAL AND GENERAL MANDATE TO DEAL WITH ALL
MATTERS IN CONNECTION WITH THE ISSUE OF CORPORATE
BONDS, INCLUDING BUT NOT LIMITED TO, DETERMINE THE
SPECIFIED TERMS AND CONDITIONS OF THE CORPORATE BONDS
AND OTHER RELATED MATTERS IN ACCORDANCE WITH THE NEEDS
OF SINOPEC CORP. AND THE MARKET CONDITIONS, INCLUDING
THE DETERMINATION OF THE EXACT AMOUNT OF CORPORATE
BONDS WITHIN THE UPPER LIMIT AS SPECIFIED AND THE
FORMULATION AND EXECUTION OF ALL NECESSARY LEGAL
DOCUMENTS FOR SUCH PURPOSE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE 2006 BUSINESS REPORTS ISSUER NO N/A N/A
PROPOSAL #1.2: RECEIVE THE 2006 AUDITED REPORTS ISSUER NO N/A N/A
REVIEWED BY SUPERVISORS
PROPOSAL #1.3: RECEIVE THE STATUS OF ENDORSEMENT AND ISSUER NO N/A N/A
GUARANTEE COVERING BY CUSTOMERS CHEQUES
PROPOSAL #1.4: RECEIVE THE ISSUANCE STATUS OF THE ISSUER NO N/A N/A
CORPORATE BOND
PROPOSAL #1.5: RECEIVE THE STATUS OF THE RULES OF THE ISSUER NO N/A N/A
BOARD MEETING
PROPOSAL #2.1: RATIFY 2006 BUSINESS AND FINANCIAL ISSUER YES FOR N/A
REPORTS
PROPOSAL #2.2: RATIFY 2006 EARNINGS DISTRIBUTION ISSUER YES FOR N/A
?PROPOSED CASH DIVIDENDS: TWD 2.78/SHS, STOCK
DIVIDEND: 30/1000 SHARES?
PROPOSAL #2.3: APPROVE TO RAISE CAPITAL BY ISSUING NEW ISSUER YES FOR N/A
SHARES FROM EARNINGS
PROPOSAL #2.4: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #2.5: AMEND THE PROCEDURES OF ACQUISITION OR ISSUER YES FOR N/A
DISPOSAL OF ASSET
PROPOSAL #2.6: AMEND THE RULES OF ELECTION FOR THE ISSUER YES FOR N/A
DIRECTORS AND THE SUPERVISORS
PROPOSAL #2.7.a: ELECT MR. YAO-CHUNG CHIANG AS A ISSUER YES AGAINST N/A
DIRECTOR ?SHAREHOLDER NO: Y00001?
PROPOSAL #2.7.b: ELECT MR. FADAH HSIEH AS A DIRECTOR ISSUER YES AGAINST N/A
?SHAREHOLDER NO: Y00001?
PROPOSAL #2.7.c: ELECT MR. JUNG-CHIOU HWANG AS A ISSUER YES AGAINST N/A
DIRECTOR ?SHAREHOLDER NO: Y00001?
PROPOSAL #2.7.d: ELECT MR. YUAN-CHENG CHEN AS A ISSUER YES AGAINST N/A
DIRECTOR ?SHAREHOLDER NO: V01357?
PROPOSAL #2.7.e: ELECT MR. LO-MIN CHUNG AS A DIRECTOR ISSUER YES AGAINST N/A
?SHAREHOLDER NO: V02376?
PROPOSAL #2.7.f: ELECT MR. CHENG-I WENG AS A DIRECTOR ISSUER YES AGAINST N/A
?SHAREHOLDER NO: V01360?
PROPOSAL #2.7.g: ELECT MR. SHUN-TSAI WU AS A DIRECTOR ISSUER YES AGAINST N/A
?SHAREHOLDER NO: X00012?
PROPOSAL #2.7.h: ELECT MR. HO-CHONG CHEN AS A DIRECTOR ISSUER YES AGAINST N/A
?SHAREHOLDER NO: V01369?
PROPOSAL #2.7.i: ELECT MR. SAN-SHIUNG HONG AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR ?ID NO: A101349114?
PROPOSAL #2.7.j: ELECT MR. KEN H.C. CHIU AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR ?ID NO: E100588951?
PROPOSAL #2.7.k: ELECT MR. WEI-SHENG HWANG AS AN ISSUER YES FOR N/A
INDEPENDENT DIRECTOR ?ID NO: T102103672?
PROPOSAL #2.7.l: ELECT MR. IUAN-YUAN LU AS THE ISSUER YES FOR N/A
SUPERVISOR ?SHAREHOLDER NO: V02250?
PROPOSAL #2.7.m: ELECT MR. JING-YI WANG AS THE ISSUER YES FOR N/A
SUPERVISOR ?SHAREHOLDER NO: V02555?
PROPOSAL #2.7.n: ELECT MR. YING-YUAN LEE AS THE ISSUER YES FOR N/A
SUPERVISOR ?SHAREHOLDER NO: V01384?
PROPOSAL #2.8: APPROVE TO RELEASE THE DIRECTORS FROM ISSUER YES FOR N/A
NON-COMPETITION DUTIES
PROPOSAL #3.: ANY OTHER MOTIONS ISSUER YES AGAINST N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY THE ENGINEERING ISSUER YES FOR N/A
FRAMEWORK AGREEMENTS AS SPECIFIED AND THE TRANSACTIONS
CONTEMPLATED THEREUNDER AND AUTHORIZE ANY 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 AGREEMENTS
PROPOSAL #2.: APPROVE AND RATIFY, THE INTERCONNECTION ISSUER YES FOR N/A
AGREEMENT AS SPECIFIED AND THE TRANSACTIONS
CONTEMPLATED THEREUNDER AND AUTHORIZE ANY 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 AGREEMENT
PROPOSAL #3.: APPROVE AND RATIFY THE PROPOSED ANNUAL ISSUER YES FOR N/A
CAPS FOR THE ENGINEERING FRAMEWORK AGREEMENTS FOR THE
YEARS ENDING 31 DEC 2007 AND 31 DEC 2008 AS SPECIFIED
PROPOSAL #4.: APPROVE AND RATIFY THE PROPOSED NO ISSUER YES FOR N/A
ANNUAL CAP FOR THE INTERCONNECTION AGREEMENT FOR THE
YEARS ENDING 31 DEC 2007 AND 31 DEC 2008 AS SPECIFIED
PROPOSAL #5.: APPROVE AND RATIFY THE STRATEGIC ISSUER YES FOR N/A
AGREEMENT AS SPECIFIED AND THE TRANSACTIONS
CONTEMPLATED THEREUNDER AND AUTHORIZE ANY 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 AGREEMENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2007 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 AUDITOR'S FOR THE YE
31 DEC 2007 AND AUTHORIZE THE BOARD OF DIRECTORS ?THE
BOARD? TO PREPARE THE BUDGET OF THE COMPANY FOR THE
YEAR 2007
PROPOSAL #2.: APPROVE THE PROFIT DISTRIBUTION AND THE ISSUER YES FOR N/A
DECLARATION AND PAYMENT OF A FINAL DIVIDEND FOR THE YE
31 DEC 2006
PROPOSAL #3.: RE-APPOINT KPMG AND KPMG HUAZHEN AS THE ISSUER YES FOR N/A
INTERNATIONAL AUDITOR AND DOMESTIC AUDITOR OF THE
COMPANY FOR THE YE 31 DEC 2007 AND AUTHORIZE THE BOARD
TO FIX THE REMUNERATION OF THE AUDITORS
PROPOSAL #4.: APPROVE THE MS. ZHANG XIUQIN'S ISSUER YES FOR N/A
RESIGNATION FROM HER POSITION AS A SUPERVISOR OF THE
COMPANY
PROPOSAL #5.: APPROVE THE MR. LI JIAN'S RESIGNATION ISSUER YES FOR N/A
FROM HIS POSITION AS A SUPERVISOR OF THE COMPANY
PROPOSAL #6.: APPOINT MR. XIAO JINXUE'S AS A ISSUER YES FOR N/A
SUPERVISOR OF THE COMPANY AND SHALL EFFECT FROM THE
DATE OF THIS RESOLUTION UNTIL 09 SEP 2008, AND
AUTHORIZE ANY 1 OF THE DIRECTORS OF THE COMPANY TO
SIGN A SERVICE AGREEMENT WITH MR. XIAO JINXUE, AS A
SUPERVISORY COMMITTEE AND APPROVE TO FIX THEIR
REMUNERATION
PROPOSAL #7.: APPOINT MA. WANG HAIYUN'S AS A ISSUER YES FOR N/A
SUPERVISOR OF THE COMPANY AND SHALL TAKE EFFECT FROM
THE DATE OF THIS RESOLUTION UNTIL 09 SEP 2008, AND
AUTHORIZE ANY 1 OF THE DIRECTORS OF THE COMPANY TO
SIGN A SERVICE AGREEMENT WITH MR. WANG HAIYUN'S AS A
SUPERVISORY COMMITTEE AND APPROVE TO FIX THEIR
REMUNERATION
PROPOSAL #8.: AMEND THE ARTICLE 10, 13 CLAUSE 2, 47 ISSUER YES FOR N/A
CLAUSE 2, 94, 151, 152 CLAUSE 1, 154 CLAUSE 1, 155 AND
RE-ORDERING OF THE SEQUENCE NUMBERS OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AS SPECIFIED; AND
AUTHORIZE ANY OF THE DIRECTORS OF THE COMPANY ?THE
DIRECTORS? TO ADOPT ALL ACTS CONSIDERED NECESSARY OR
APPROPRIATE TO COMPLETE THE APPROVAL, AND\OR
REGISTRATION AND FILLING OF THESE AMENDMENTS TO THE
ARTICLES OF THE COMPANY IN THIS ABOVE
PROPOSAL #S.9.1: AUTHORIZE THE COMPANY TO ISSUE OF ISSUER YES AGAINST N/A
DEBENTURES DENOMINATED IN LOCAL OR FOREIGN CURRENCIES,
IN 1 OR MORE TRANCHES, INCLUDING, BUT NOT LIMITED TO,
SHORT-TERM COMMERCIAL PAPER, ASSET-BACKED NOTES,
COMPANY BONDS, CORPORATE DEBTS AND ASSET
SECURITIZATION PRODUCTS, FROM THE DATE OF THIS MEETING
UNTIL THE DATE ON WHICH THE AGM OF THE COMPANY FOR
THE YE 2007 IS HELD, WITH A MAXIMUM OUTSTANDING
REPAYMENT AMOUNT RMB 40 BILLION ?THE ISSUE?
PROPOSAL #S.9.2: AUTHORIZE THE BOARD OR ANY 2 OR MORE ISSUER YES AGAINST N/A
DIRECTORS OF THE COMPANY ?THE DIRECTORS?DULY
AUTHORIZED BY THE BOARD, TAKING INTO CONSIDERATION THE
SPECIFIC NEEDS OF THE COMPANY AND OTHER MARKET
CONDITIONS, TO DETERMINE THE SPECIFIC TERMS,
CONDITIONS AND OTHER MATTERS OF THE ISSUE ?INCLUDING,
BUT NOT LIMITED TO, THE DETERMINATION OF THE TYPE,
ACTUAL AGGREGATE AMOUNT, INTEREST RATE, RATING,
GUARANTEE ARRANGEMENTS AND USE OF PROCEEDS OF THE
ISSUE?; DO ALL SUCH ACTS WHICH ARE NECESSARY AND
INCIDENTAL TO THE ISSUE ?INCLUDING, BUT NOT LIMITED
TO, THE SECURING OF APPROVE, THE DETERMINATION OF
UNDERWRITING ARRANGEMENTS, AND DISSEMINATION OF
RELEVANT APPLICATION DOCUMENTS TO THE REGULATORY BODY,
AND THE SECURING OF APPROVE FROM THE REGULATORY
BODY?; AND 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?, AND
TO THE EXTEND THAT ANY OF THE FOREMENTIONED ACTS AND
STEPS THAT HAVE ALREADY BEEN UNDERTAKEN BY THE BOARD
OF DIRECTORS IN CONNECTION WITH THE ISSUE
PROPOSAL #S.10: AUTHORIZE THE COMPANY, ALLOT, ISSUE ISSUER YES AGAINST N/A
AND DEAL WITH ADDITIONAL SHARES OF THE COMPANY
?SHARES? AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT
EXCEEDING THE AGGREGATE OF 20% OF THE COMPANY'S
EXISTING DOMESTIC SHARES AND H SHARES, OTHERWISE THAN
PURSUANT TO: I) A RIGHTS ISSUE; OR II) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT; AND ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE 12 MONTH PERIOD?
PROPOSAL #S.11: AUTHORIZE THE BOARD TO INCREASE THE ISSUER YES AGAINST N/A
REGISTERED CAPITAL OF THE COMPANY TO REFLECT THE ISSUE
OF SHARES IN THE COMPANY UNDER SPECIAL RESOLUTION
S.10, AND TO MAKE SUCH APPROPRIATE AND NECESSARY
AMENDMENTS TO THE ARTICLE 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: 4/24/2007 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: JOHN D. FINNEGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS J. MANGOLD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR D.G. SCHOLEY, CBE 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 RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITOR.
PROPOSAL #03: TO VOTE ON THE ADOPTION OF AN AMENDMENT ISSUER YES FOR FOR
TO THE CHUBB CORPORATION RESTATED CERTIFICATE OF
INCORPORATION.
PROPOSAL #04: TO VOTE ON A SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
REGARDING POLITICAL CONTRIBUTIONS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHUNGHWA TELECOM CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: RECEIVE THE COMPANY'S OPERATIONS REPORT ISSUER NO N/A N/A
FOR 2006
PROPOSAL #1.2: RECEIVE THE SUPERVISORS AUDIT REPORT ISSUER NO N/A N/A
ON THE COMPANY'S FINANCIAL STATEMENTS FOR 2006
PROPOSAL #1.3: THE RULES FOR THE CONDUCT OF DIRECTORS ISSUER NO N/A N/A
MEETINGS
PROPOSAL #2.1: APPROVE THE COMPANY'S OPERATION REPORTS ISSUER YES FOR N/A
AND FINANCIAL STATEMENTS FOR 2006
PROPOSAL #2.2: APPROVE THE DISTRIBUTIONS OF EARNINGS ISSUER YES FOR N/A
FOR 2006; ?CASH DIVIDEND: TWD 3.58 PER SHARE, BONUS:
100 SHARES PER 1000 SHARES?
PROPOSAL #3.1: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
INCORPORATION
PROPOSAL #3.2: AMEND THE COMPANY'S PROPOSAL TO ISSUER YES FOR N/A
INCREASE CAPITAL FROM CAPITAL SURPLUS AND ISSUE OF NEW
SHARES
PROPOSAL #3.3: AMEND THE COMPANY'S PROPOSAL TO CONDUCT ISSUER YES FOR N/A
CASH CAPITAL REDUCTION
PROPOSAL #3.4: AMEND THE COMPANY'S REVISED PROCEDURES ISSUER YES FOR N/A
FOR ACQUISITION AND DISPOSITION OF ASSETS
PROPOSAL #3.5: AMEND THE COMPANY'S REVISED PROCEDURES ISSUER YES FOR N/A
FOR MAKING ENDORSEMENTS AND GUARANTEES
PROPOSAL #3.6: APPROVE THE FORMULATION OF THE ISSUER YES FOR N/A
COMPANY'S PROCEDURES FOR LOANING OF FUNDS
PROPOSAL #3.7: AMEND THE COMPANY'S REGULATIONS OF ISSUER YES FOR N/A
ELECTION OF CHUNGHWA TELECOM CO., LTD. DIRECTORS AND
SUPERVISORS
PROPOSAL #4.1: ELECT MR. ZSE-HONG TSAI ?ID NO.: ISSUER YES FOR N/A
B120582658? AS AN INDEPENDENT DIRECTOR OF CHUNGHWA
TELECOM CO., LTD.
PROPOSAL #4.2: ELECT MR. JING-TWEN CHEN ?ID NO.: ISSUER YES FOR N/A
J100568668? AS AN INDEPENDENT DIRECTOR OF CHUNGHWA
TELECOM CO., LTD.
PROPOSAL #4.3: ELECT MR. SHU YEH ?ID NO.: Y120025030? ISSUER YES FOR N/A
AS AN INDEPENDENT DIRECTOR OF CHUNGHWATELECOM CO., LTD.
PROPOSAL #4.4: ELECT MR. TAN HO CHEN ?REPRESENTATIVE ISSUER YES AGAINST N/A
OF MOTC? ?ID NO.: D101161444? AS A DIRECTOR OF
CHUNGHWA TELECOM CO., LTD.
PROPOSAL #4.5: ELECT MR. SHYUE-CHING LU ISSUER YES AGAINST N/A
?REPRESENTATIVE OF MOTC? ?ID NO.: H100330841? AS A
DIRECTOR OF CHUNGHWA TELECOM CO., LTD.
PROPOSAL #4.6: ELECT MR. OLIVER R.L. YU ISSUER YES AGAINST N/A
?REPRESENTATIVE OF MOTC? ?ID NO.: A102341836? AS A
DIRECTOR OF CHUNGHWA TELECOM CO., LTD.
PROPOSAL #4.7: ELECT MR. YU-HUEI JEA ?REPRESENTATIVE ISSUER YES AGAINST N/A
OF MOTC? ?ID NO.: A102909490? AS A DIRECTOR OF
CHUNGHWA TELECOM CO., LTD.
PROPOSAL #5.: EXTRAORDINARY MOTIONS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE FINANCIERE RICHEMONT SA, GENEVE
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/14/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF EUR 0.05 PER A BEARER SHARE AND EUR 0.005
PER B REGISTERED SHARE
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD AND SENIOR ISSUER NO N/A N/A
MANAGEMENT
PROPOSAL #4.: APPROVE TO CHANGE THE LOCATION OF ISSUER NO N/A N/A
REGISTERED OFFICE/HEADQUARTERS TO GENEVA
PROPOSAL #5.1: RE-ELECT MR. JOHANN RUPERT AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.2: RE-ELECT MR. JEAN AESCHIMANN AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #5.3: RE-ELECT DR. FRANCO COLOGNI AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #5.4: RE-ELECT MR. LORD DOURO AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.5: RE-ELECT MR. YVES ISTEL AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.6: RE-ELECT MR. RICHARD LEPEU AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.7: RE-ELECT MR. SIMON MURRAY AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.8: RE-ELECT MR. ALAIN DOMINIQUE PERRIN AS ISSUER NO N/A N/A
A DIRECTOR
PROPOSAL #5.9: RE-ELECT MR. NORBERT PLATT AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.10: RE-ELECT MR. ALAN QUASHA AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.11: RE-ELECT MR. LORD RENWICK OF CLIFTON ISSUER NO N/A N/A
AS A DIRECTOR
PROPOSAL #5.12: RE-ELECT PROF. JUERGEN SCHREMPP AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #5.13: RE-ELECT MS. MARTHA WIKSTROM AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #5.14: ELECT MR. RUGGERO MAGNONI AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.15: ELECT MR. JAN RUPERT AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.: APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER NO N/A N/A
AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES THAT
THE COMPANY MAY HENCEFORTH BE MANAGED BY ONE OR MORE
MANAGING PARTNERS, BEING INDIVIDUALS, WHO MAY BE
GENERAL PARTNERS OR NON-GENERAL PARTNERS, ON THE
FOLLOWING CONDITIONS: THE MANAGING GENERAL PARTNERS
AND THE NON-GENERAL MANAGING PARTNERS WILL BE
APPOINTED BY THE EXTRAORDINARY SHAREHOLDERS MEETING OR
BY THE ORDINARY SHAREHOLDERS MEETING, RESPECTIVELY,
UPON THE UNANIMOUS PROPOSAL OF ALL GENERAL PARTNERS
AND AFTER CONSULTATION WITH THE SUPERVISORY BOARD; AND
THE NON-GENERAL MANAGING PARTNERS WILL BE APPOINTED
FOR A MAXIMUM PERIOD OF FIVE YEARS AND MAY BE RE-
APPOINTED AND DECIDES, ACCORDINGLY, TO AMEND ARTICLE
10 OF THE BYLAWS AS FOLLOWS: ARTICLE 10: SUBPARAGRAPH
1 IS AMENDED AS FOLLOWS: THE COMPANY IS MANAGED BY ONE
OR MORE MANAGING PARTNERS, WHO MAY BE GENERAL
PARTNERS OR NON-GENERAL PARTNERS. SUBPARAGRAPHS 3, 4
AND 5 ARE ADDED, AS FOLLOWS: THE MANAGING GENERAL
PARTNER(S) AND NON-GENERAL MANAGING PARTNER(S) ARE
APPOINTED BY THE EXTRAORDINARY SHAREHOLDERS MEETING OR
THE ORDINARY SHAREHOLDERS MEETING, RESPECTIVELY, UPON
THE UNANIMOUS PROPOSAL OF THE GENERAL PARTNER(S),
WHETHER MANAGING PARTNERS OR NON-MANAGING PARTNERS.
THE PROPOSAL OF APPOINTMENT OF THE MANAGING
PARTNER(S), WHETHER GENERAL PARTNER(S) OR NON-GENERAL
PARTNER(S), WILL REQUIRE THE PRIOR CONSULTATION OF THE
SUPERVISORY BOARD BY THE GENERAL PARTNERS. A NON-
GENERAL MANAGING PARTNER SHALL BE APPOINTED FOR A
MAXIMUM PERIOD OF FIVE YEARS, TERMINATING UPON
COMPLETION OF THE ORDINARY SHAREHOLDERS MEETING CALLED
TO APPROVE THE FINANCIAL STATEMENTS FOR THE PAST
FINANCIAL YEAR AND HELD IN THE YEAR DURING WHICH THE
MANAGING PARTNER’S APPOINTMENT EXPIRES. THE
APPOINTMENT OF A NON-GENERAL MANAGING PARTNER IS
RENEWABLE ACCORDING TO THE CONDITIONS OF APPOINTMENT
PROVIDED ABOVE. THE LAST SUBPARAGRAPH IS AMENDED AS
FOLLOWS: IN ORDER TO COMPLY WITH THE LEGAL
REQUIREMENTS ON THE SETTING OF AN AGE LIMIT FOR THE
MANAGING PARTNERS, THE FUNCTIONS OF EACH MANAGING
PARTNER SHALL TERMINATE, WHATEVER THE TERM OF HIS
APPOINTMENT, AT THE END OF THE ORDINARY SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FINANCIAL YEAR DURING WHICH SUCH MANAGING PARTNER
REACHED THE AGE OF SEVENTY-TWO; HOWEVER, THIS TERM
MAY BE EXTENDED, ONE OR MORE TIMES, FOR A MAXIMUM
TOTAL PERIOD OF THREE YEARS FROM THE DATE OF THE
AFOREMENTIONED ORDINARY SHAREHOLDERS MEETING; ANY
DECISION OF EXTENSION SHALL BE TAKEN ACCORDING TO THE
CONDITIONS OF APPOINTMENT OF THE MANAGING PARTNERS
PROVIDED IN THIS ARTICLE. (THE OTHER SUBPARAGRAPHS OF
PROPOSAL #E.2: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES,
SUBJECT TO THE CONDITION PRECEDENT THAT THE FIRST
RESOLUTION BE ADOPTED, AS A CONSEQUENCE OF THE
DISTINCTION BETWEEN MANAGING GENERAL PARTNERS AND NON-
GENERAL MANAGING PARTNERS, TO AMEND ARTICLE 11 OF THE
BYLAWS, RELATING TO THE OBLIGATION FOR THE MANAGING
GENERAL PARTNERS TO HOLD QUALIFYING SHARES AS A
GUARANTEE OF THEIR MANAGEMENT, BY REPLACING THE WORD
MANAGING PARTNER(S) BY MANAGING GENERAL PARTNER(S) AND
DECIDES, ACCORDINGLY, TO AMEND ARTICLE 11 OF THE
BYLAWS AS FOLLOWS: ARTICLE 11: THE MANAGING GENERAL
PARTNER(S) MUST HOLD, AS GUARANTEE OF THEIR MANAGEMENT
(JOINTLY IN THE CASE OF SEVERAL MANAGING PARTNERS), A
TOTAL OF 17,500 SHARES; WHEN THE FUNCTIONS OF A
MANAGING GENERAL PARTNER END, THE SHARES HELD AS
GUARANTEE MAY NOT BE SOLD BY SUCH MANAGING GENERAL
PARTNER OR HIS ASSIGNEES UNTIL THE FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR DURING WHICH THE
FUNCTIONS OF THE MANAGING GENERAL PARTNER ENDED ARE
PROPOSAL #E.3: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES,
SUBJECT TO THE CONDITION PRECEDENT THAT THE FIRST
RESOLUTION BE ADOPTED, THAT THE NON-GENERAL MANAGING
PARTNERS: WILL BE PAID BY THE COMPANY COMPENSATION
SET EACH YEAR BY UNANIMOUS DECISION OF THE GENERAL
PARTNER(S), WHETHER MANAGING PARTNER(S) OR NON-
MANAGING PARTNER(S), AFTER CONSULTATION WITH THE
SUPERVISORY BOARD, AND SHALL BE ENTITLED, AS IS
ALREADY PROVIDED FOR THE MANAGING GENERAL PARTNERS, TO
BE GRANTED OPTIONS TO SUBSCRIBE OR TO PURCHASE SHARES
OF THE COMPANY PURSUANT TO OPTION PLANS IMPLEMENTED
BY THE COMPANY, AFTER CONSULTATION WITH THE
SUPERVISORY BOARD BY THE GENERAL PARTNER(S). ) AND
DECIDES, ACCORDINGLY, TO AMEND ARTICLES 12 AND 30 OF
THE BYLAWS AS FOLLOWS: ARTICLE 12: THE 1ST
SUBPARAGRAPH RELATING TO THE COMPENSATION OF THE
MANAGING GENERAL PARTNERS IS REPLACED BY THE FOLLOWING
THREE SUBPARAGRAPHS TO REFLECT THE DISTINCTION
BETWEEN MANAGING GENERAL PARTNERS AND NON-GENERAL
MANAGING PARTNERS. IN CONSIDERATION OF THEIR DUTIES,
THE MANAGING GENERAL PARTNER(S) SHALL BE ENTITLED TO
COMPENSATION TAKEN FROM THE PORTION OF THE PROFITS
AWARDED TO ALL GENERAL PARTNERS, BOTH MANAGING
PARTNERS AND NON-MANAGING PARTNERS, PURSUANT TO
ARTICLES 30 AND 35 HEREINAFTER, UP TO A PERCENTAGE
THAT WILL BE SET BY MUTUAL AGREEMENT OF THE GENERAL
PARTNERS, WHETHER MANAGING PARTNERS OR NON-MANAGING
PARTNERS. FURTHERMORE, THE NON-GENERAL MANAGING
PARTNER(S) WILL BE GRANTED BY THE COMPANY COMPENSATION
SET EACH YEAR BY UNANIMOUS DECISION OF THE GENERAL
PARTNER(S), WHETHER MANAGING PARTNERS OR NON-MANAGING
PARTNERS, AFTER CONSULTATION WITH THE SUPERVISORY
BOARD. MOREOVER, THE MANAGING GENERAL PARTNER(S) AND
THE NON-GENERAL MANAGING PARTNER(S) SHALL BE ENTITLED,
UPON UNANIMOUS PROPOSAL OF THE GENERAL PARTNERS, TO
BE GRANTED OPTIONS TO SUBSCRIBE OR TO PURCHASE SHARES
OF THE COMPANY UNDER OPTION PLANS IMPLEMENTED BY THE
COMPANY, AFTER CONSULTATION WITH THE SUPERVISORY BOARD
BY THE GENERAL PARTNER(S). (THE LAST TWO
SUBPARAGRAPHS OF ARTICLE 12 REMAIN UNCHANGED.) ARTICLE
30: SUBPARAGRAPH 5 RELATING TO THE COMPENSATION OF
THE GENERAL PARTNERS IS AMENDED AS FOLLOWS: THE AMOUNT
SO GRANTED WILL BE ALLOCATED AMONG THE MANAGING
GENERAL PARTNERS OR NON-MANAGING GENERAL PARTNERS IN
SUCH PROPORTIONS AS THE GENERAL PARTNER(S) SHALL
DECIDE. (THE OTHER SUBPARAGRAPHS OF ARTICLE 30 REMAIN
PROPOSAL #E.4: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES,
SUBJECT TO THE CONDITION PRECEDENT THAT THE FIRST
RESOLUTION BE ADOPTED, THAT: THE FUNCTIONS OF A
MANAGING PARTNER WILL END BY HIS DEATH, HIS
INCAPACITY, HIS ATTAINING THE LIMIT AGE AND, FOR A
NON-GENERAL MANAGING PARTNER, AT THE END OF HIS TERM
OR UPON HIS RESIGNATION OR HIS REVOCATION. THE
REVOCATION OF A NON-GENERAL MANAGING PARTNER SHALL BE
DECIDED FOR CAUSE BY UNANIMOUS DECISION OF THE GENERAL
PARTNERS AFTER CONSULTATION WITH THE SUPERVISORY
BOARD. THE RESIGNATION OF A NON-GENERAL MANAGING
PARTNER WILL BE VALID ONLY IF NOTIFIED BY REGISTERED
LETTER TO THE OTHER MANAGING PARTNERS AND TO THE
GENERAL PARTNERS AT LEAST THREE MONTHS IN ADVANCE,
SUCH RESIGNATION TAKING EFFECT AT THE EXPIRATION OF
THIS TIME PERIOD. FURTHERMORE, IF MANAGEMENT IS MADE
UP ONLY OF NON-GENERAL MANAGING PARTNERS, SUCH
MANAGING PARTNERS WILL REPORT ON THE DISCHARGE OF
THEIR DUTIES TO THE GENERAL PARTNERS PENDING THE
APPOINTMENT OF ONE OR MORE NEW MANAGING GENERAL
PARTNERS. AND DECIDES, ACCORDINGLY, TO AMEND ARTICLE
13 OF THE BYLAWS AS FOLLOWS: ARTICLE 13: THIS ARTICLE
MUST BE COMPLETED BY A FIRST, A SIXTH AND A LAST
SUBPARAGRAPH, AND THE TEXT OF SUBPARAGRAPHS 2, 3 AND
OF SUBPARAGRAPH 6 (BECOMING SUBPARAGRAPH 7) MUST BE
AMENDED, TO TAKE INTO ACCOUNT THE VARIOUS CASES OF
TERMINATION OF THE FUNCTIONS OF A MANAGING PARTNER,
ACCORDING TO WHETHER THE MANAGING PARTNER IS A
MANAGING GENERAL PARTNER OR A NON-GENERAL MANAGING
PARTNER. THE FUNCTIONS OF A MANAGING PARTNER WILL
TERMINATE BY HIS DEATH, HIS INCAPACITY, HIS ATTAINING
THE AGE LIMIT AND, FOR A NON-GENERAL MANAGING PARTNER,
AT THE END OF HIS TERM OR UPON HIS RESIGNATION OR HIS
REVOCATION. 13.1 DEATH - RETIREMENT (SUBPARAGRAPH 1
REMAINS UNCHANGED.) SUBPARAGRAPH 2: IF ONE OF THE
MANAGING PARTNERS CEASES TO EXERCISE HIS FUNCTIONS FOR
ANY REASON WHATSOEVER, THE REMAINING MANAGER(S) SHALL
ASSUME THE MANAGEMENT OF THE COMPANY WITH ALL THE
POWERS, RIGHTS AND OBLIGATIONS PERTAINING TO THEIR
FUNCTIONS. THE MANAGING GENERAL PARTNER WHOSE
FUNCTIONS TERMINATE, AS WELL AS THE HEIRS OR ASSIGNEES
OF A DECEASED MANAGING GENERAL PARTNER, SHALL
IMMEDIATELY AND AUTOMATICALLY CEASE TO BE A GENERAL
PARTNER. SUBPARAGRAPH 3: IF THE FUNCTIONS OF A
MANAGING GENERAL PARTNER TERMINATE AND THE MANAGING
GENERAL PARTNER CEASES, ACCORDINGLY, TO BE A GENERAL
PARTNER, FOLLOWING HIS DEATH OR ATTAINING THE AGE
LIMIT DEFINED ABOVE, ARTICLE 1 OF THE BYLAWS SHALL BE
AMENDED AUTOMATICALLY; A DEED TO THIS EFFECT SHALL BE
PREPARED AND PUBLISHED BY THE OTHER GENERAL PARTNERS.
SUBPARAGRAPH 6: IF THE MANAGEMENT OF THE COMPANY IS
MADE UP ONLY OF NON-GENERAL MANAGING PARTNER(S), SUCH
MANAGER(S) WILL REPORT ON THE DISCHARGE OF THEIR
DUTIES TO THE GENERAL PARTNER(S), IN VIEW OF THE
LIABILITY OF THE LATTER, PENDING THE APPOINTMENT OF
PROPOSAL #E.5: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES,
SUBJECT TO THE CONDITION PRECEDENT THAT THE FIRST,
THIRD AND FOURTH RESOLUTIONS BE ADOPTED, THAT: IN
ADDITION TO WHAT IS ALREADY PROVIDED FOR BY ARTICLE 14
OF THE BYLAWS, GENERAL PARTNERS WILL HENCEFORTH HAVE
TO APPROVE UNANIMOUSLY ANY DECISION RELATING TO THE
APPOINTMENT OF MANAGING PARTNERS, WHETHER GENERAL
PARTNERS OR NON-GENERAL PARTNERS, THE RENEWAL OF THEIR
APPOINTMENT, AND THE COMPENSATION AND REVOCATION OF
NON-GENERAL MANAGING PARTNERS. AND DECIDE,
ACCORDINGLY, TO AMEND ARTICLE 14 OF THE BYLAWS AS
FOLLOWS: ARTICLE 14: THE 1ST SUBPARAGRAPH RELATING TO
THE POWERS OF THE GENERAL PARTNERS MUST BE AMENDED AS
FOLLOWS: EXCEPT IN THE CASE PROVIDED IN ARTICLE 13,
THE NON-MANAGING GENERAL PARTNER(S) SHALL NOT TAKE
PART IN THE MANAGEMENT OF THE COMPANY. THEY SHALL
EXERCISE ALL THE POWERS ATTACHED BY LAW AND THESE
BYLAWS TO THEIR STATUS; PROVIDED THAT ANY DECISION
RELATING TO THE APPOINTMENT OF THE MANAGING PARTNERS,
WHETHER GENERAL PARTNERS OR NON-GENERAL PARTNERS, TO
THE RENEWAL OF THEIR APPOINTMENTS, AND TO THE
COMPENSATION AND THE REVOCATION OF NON-GENERAL
MANAGING PARTNERS AND ANY DECISION THAT RESULTS IN AN
AMENDMENT TO THE BYLAWS MAY NOT BE VALIDLY ADOPTED
UNLESS BY UNANIMOUS WRITTEN AGREEMENT OF THE GENERAL
PARTNERS, WHETHER MANAGING PARTNERS OR NON-MANAGING
PARTNERS. (THE FIVE FOLLOWING SUBPARAGRAPHS REMAIN
UNCHANGED.)
PROPOSAL #E.6: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES,
SUBJECT TO THE CONDITION PRECEDENT THAT THE FIRST,
THIRD AND FOURTH RESOLUTIONS BE ADOPTED, THAT: THE
SUPERVISORY BOARD WILL HENCEFORTH ALSO BE CONSULTED BY
THE GENERAL PARTNERS ON ANY PROPOSAL RELATING TO THE
COMPOSITION OF THE MANAGEMENT, TO THE COMPENSATION
PAID TO THE NON- GENERAL MANAGING PARTNER(S) AND TO
THE GRANTING TO THE MANAGING PARTNERS OF OPTIONS TO
SUBSCRIBE OR TO PURCHASE SHARES OF THE COMPANY. AND,
DECIDES ACCORDINGLY TO AMEND ARTICLE 17 OF THE BYLAWS
AS FOLLOWS: ARTICLE 17: SUBPARAGRAPH 2 RELATING TO THE
POWERS OF THE SUPERVISORY BOARD IS AMENDED AS
FOLLOWS: IT SHALL SUBMIT A REPORT TO THE ANNUAL
ORDINARY SHAREHOLDERS MEETING POINTING OUT, IN
PARTICULAR, IRREGULARITIES OR INACCURACIES FOUND IN
THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR. IT
SHALL BE PROVIDED AT THE SAME TIME AS THE AUDITORS
WITH THE DOCUMENTS PROVIDED TO THE AUDITORS BY
MANAGEMENT. THE SUPERVISORY BOARD SHALL BE CONSULTED
BY THE GENERAL PARTNERS ON ANY PROPOSAL RELATING TO
THE COMPOSITION OF THE MANAGEMENT, TO THE COMPENSATION
PAID TO THE NON-GENERAL MANAGING PARTNER(S) AND TO
THE GRANTING TO THE MANAGING PARTNERS OF OPTIONS TO
SUBSCRIBE OR TO PURCHASE SHARES OF THE COMPANY. THE
BOARD MAY ALSO CALL A SHAREHOLDERS MEETING. FINALLY,
THE SUPERVISORY BOARD AUTHORIZES THE AGREEMENTS
REFERRED TO IN ARTICLE L.225-38 AND FOLLOWING AND IN
ARTICLE L.226-10 OF THE FRENCH COMMERCIAL CODE.
PROPOSAL #E.7: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES,
SUBJECT TO THE CONDITION PRECEDENT THAT THE FIRST
RESOLUTION BE ADOPTED, TO SPECIFY: THAT THE ORDINARY
SHAREHOLDERS MEETING HAS AUTHORITY TO APPOINT NON-
GENERAL MANAGING PARTNERS AND TO RENEW THEIR TERMS;
THAT THE EXTRAORDINARY SHAREHOLDERS MEETING HAS
AUTHORITY TO APPOINT GENERAL PARTNERS AND MANAGING
GENERAL PARTNERS AND DECIDES, ACCORDINGLY, TO AMEND
ARTICLES 25 AND 26 OF THE BYLAWS AS FOLLOWS: ARTICLE
25: THIS ARTICLE RELATING TO THE AUTHORITY OF THE
ORDINARY SHAREHOLDERS MEETING IS AMENDED AS FOLLOWS:
THE ORDINARY SHAREHOLDERS MEETING SHALL HEAR THE
REPORTS OF THE MANAGING PARTNER(S) ON THE OPERATIONS
OF THE COMPANY FOR THE PAST FINANCIAL YEAR AND THE
REPORTS OF THE SUPERVISORY BOARD AND OF THE AUDITORS;
IT APPROVES THE FINANCIAL STATEMENTS AND, IF
APPLICABLE, IT DETERMINES THE AMOUNTS TO BE
DISTRIBUTED; IT DECIDES UPON THE APPOINTMENT OF THE
NON- GENERAL MANAGING PARTNERS AND ON THE RENEWAL OF
THEIR TERMS, ON THE APPOINTMENT AND ON THE REVOCATION
OF THE MEMBERS OF THE SUPERVISORY BOARD AND OF THE
AUDITORS AND, GENERALLY, SUBJECT TO THE PROVISIONS OF
ARTICLE 27 HEREIN, UPON ALL MATTERS ON THE AGENDA.
ARTICLE 26: THE 1ST SUBPARAGRAPH RELATING TO THE
AUTHORITY OF THE EXTRAORDINARY SHAREHOLDERS MEETING IS
AMENDED AS FOLLOWS: THE EXTRAORDINARY SHAREHOLDERS
MEETING HAS SOLE AUTHORITY TO APPOINT GENERAL PARTNERS
AND MANAGING GENERAL PARTNERS AND TO AMEND ANY
PROVISIONS OF THE BYLAWS.
PROPOSAL #E.8: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES,
SUBJECT TO THE CONDITION PRECEDENT THAT THE FIRST AND
FOURTH RESOLUTIONS BE ADOPTED, THAT: THE GENERAL
PARTNER(S) WILL AUTOMATICALLY BE IN CHARGE OF THE
MANAGEMENT OF THE COMPANY IN THE EVENT THERE IS NO
LONGER A MANAGING PARTNER, WHETHER GENERAL PARTNER OR
NON-GENERAL PARTNER, AS WELL AS IN THE EVENT THAT
MANAGEMENT FINDS IT IMPOSSIBLE TO DISCHARGE ITS
FUNCTION FOR A PERIOD OF MORE THAN 60 CONSECUTIVE
DAYS. THE GENERAL PARTNER(S) SHALL BE UNDER THE
OBLIGATION TO CALL, WITHIN A TIME PERIOD EXTENDED FROM
SIX MONTHS TO ONE YEAR, A SHAREHOLDERS MEETING IN
ORDER TO PROPOSE THE APPOINTMENT OF ONE OR MORE NEW
MANAGING PARTNERS, WHETHER GENERAL PARTNERS OR NON-
GENERAL PARTNERS. AND DECIDES, ACCORDINGLY, TO AMEND
ARTICLES 13-1 AND 14 OF THE BYLAWS AS FOLLOWS: ARTICLE
13-1: FORMER SUBPARAGRAPH 4 RELATING TO THE INTERIM
OF MANAGEMENT IN THE EVENT OF VACANCY IS REPLACED BY
THE FOLLOWING TEXT: IF THE MANAGEMENT OF THE COMPANY
CAN NO LONGER BE EXERCISED FOR LACK OF A MANAGING
PARTNER, WHETHER GENERAL PARTNER OR NON-GENERAL
PARTNER, FOR ANY REASON AND IN ANY CIRCUMSTANCES, OR
IN THE EVENT THAT MANAGEMENT FINDS IT IMPOSSIBLE TO
DISCHARGE ITS FUNCTIONS FOR A PERIOD LONGER THAN 60
CONSECUTIVE DAYS, THIS IMPOSSIBILITY BEING
ACKNOWLEDGED BY A DECISION OF THE SUPERVISORY BOARD,
THE MANAGEMENT SHALL THEN BE DISCHARGED BY THE GENERAL
PARTNER(S); SAID GENERAL PARTNER(S), AS PART OF THEIR
MISSION, SHALL THEN CALL, WITHIN A MAXIMUM PERIOD OF
ONE YEAR, A SHAREHOLDERS MEETING IN ORDER TO PROPOSE
THE APPOINTMENT OF ONE OR MORE NEW MANAGING PARTNERS,
WHETHER GENERAL PARTNERS OR NON-GENERAL PARTNERS.
ARTICLE 14: SUBPARAGRAPH 2 RELATING TO THE POWERS OF
THE GENERAL PARTNERS IS AMENDED AS FOLLOWS: MOREOVER,
THE GENERAL PARTNERS WHO ARE NOT MANAGING PARTNERS,
WHETHER INDIVIDUALS OR CORPORATE ENTITIES, WILL BE
UNDER THE OBLIGATION TO DISCHARGE ALL THE FUNCTIONS
VESTED WITH THEM BY ARTICLE 13-1, SUBPARAGRAPH 4, IF
MANAGEMENT CAN NO LONGER BE EXERCISED FOR LACK OF A
MANAGING PARTNER IN OFFICE, OR IN CASE OF
IMPOSSIBILITY FOR THE MANAGEMENT TO DISCHARGE ITS
FUNCTIONS UNTIL FINAL APPOINTMENT, EFFECTIVE VIS- -VIS
THIRD PARTIES, OF NEW MANAGING PARTNERS.
PROPOSAL #E.9: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES TO
REMOVE THE CORPORATE NAME AND THE CORPORATE SIGNATURE:
M. ROLLIER ET CIE. AND ACCORDINGLY, DECIDES TO
AMEND ARTICLES 3 AND 10 OF THE BYLAWS AS FOLLOWS:
ARTICLE 3: SUBPARAGRAPHS 4 AND 5 BEING DELETED, THIS
ARTICLE WILL HENCEFORTH READ AS FOLLOWS: THE
CORPORATE NAME OF THE COMPANY IS: COMPAGNIE G N RALE
DES TABLISSEMENTS MICHELIN . ALL DEEDS AND DOCUMENTS
ISSUED BY THE COMPANY AND INTENDED FOR THIRD PARTIES
MUST INCLUDE THIS NAME. ARTICLE 10: SUBPARAGRAPH 5
RELATING TO THE CORPORATE SIGNATURE OF THE MANAGING
PARTNERS IS DELETED.
PROPOSAL #E.10: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES TO
PROVIDE IN THE BYLAWS THAT: ALL DISPUTES WHICH COULD
ARISE DURING THE TERM OF THE COMPANY OR DURING ITS
LIQUIDATION, WHETHER BETWEEN THE SHAREHOLDERS, THE
GENERAL PARTNERS, THE MANAGING PARTNERS, THE MEMBERS
OF THE SUPERVISORY BOARD OR THE COMPANY, OR BETWEEN
THE SHAREHOLDERS AND/OR THE GENERAL PARTNERS
THEMSELVES, WILL BE JUDGED IN ACCORDANCE WITH THE LAW
AND WILL BE SUBMITTED TO THE JURISDICTION OF THE
COMPETENT COURTS OF THE LOCATION OF THE REGISTERED
OFFICE OF THE COMPANY AND DECIDES, ACCORDINGLY, TO
INSERT A NEW ARTICLE 36 IN THE BYLAWS WHICH WILL BE
READ AS FOLLOWS: ARTICLE 36: ALL DISPUTES WHICH MAY
ARISE DURING THE TERM OF THE COMPANY OR DURING ITS
LIQUIDATION, EITHER BETWEEN THE SHAREHOLDERS, THE
GENERAL PARTNERS, THE MANAGING PARTNERS, THE MEMBERS
OF THE SUPERVISORY BOARD OR THE COMPANY, OR BETWEEN
THE SHAREHOLDERS AND/OR THE GENERAL PARTNERS
THEMSELVES, WILL BE JUDGED IN ACCORDANCE WITH THE LAW
AND WILL BE SUBMITTED TO THE JURISDICTION OF THE
COMPETENT COURTS OF THE LOCATION OF THE REGISTERED
OFFICE OF THE COMPANY.
PROPOSAL #E.11: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, HAVING NOTED THE AGREEMENT
OF EACH GENERAL PARTNER AND ACTING IN ACCORDANCE WITH
THE QUORUM AND THE MAJORITY REQUIREMENTS APPLICABLE
TO EXTRAORDINARY SHAREHOLDERS MEETINGS, DECIDES TO
AMEND THE BYLAWS TO REFLECT THE REGULATORY PROVISIONS
OF THE DECREE 2006-1566 OF DECEMBER 11, 2006, ALREADY
APPLICABLE, AND CONSEQUENTLY, DECIDES THE CORRELATIVE
MODIFICATION OF ARTICLE 22 OF THE BYLAWS: ARTICLE 22:
SUBPARAGRAPH 12 - THIS SUBPARAGRAPH RELATING TO THE
TIME OF REGISTRATION OF THE SHAREHOLDERS ON THE
REGISTERS OF THE COMPANY IN ORDER TO BE ENTITLED TO
PARTICIPATE TO THE SHAREHOLDERS MEETING, IS AMENDED AS
FOLLOWS: THE PHRASE: FIVE DAYS AT LEAST BEFORE THE
DATE OF THE MEETING IS REPLACED BY THE FOLLOWING
PHRASE: THREE DAYS AT LEAST BEFORE THE DATE OF THE
MEETING .
PROPOSAL #O.12: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
AUDITORS REPORT AND OF THE SUPERVISORY BOARD'S
REPORT, APPROVES THE FINANCIAL STATEMENTS FOR THE
FINANCIAL YEAR 2006 WHICH SHOW A PROFIT OF EUR
225,095,285.33. THE SHAREHOLDERS MEETING APPROVES THE
TRANSACTIONS REFLECTED IN THE FINANCIAL STATEMENTS AND
MENTIONED IN THE REPORTS, IN PARTICULAR, AND TO THE
EXTENT NECESSARY, THOSE AFFECTING THE VARIOUS RESERVE
ACCOUNTS.
PROPOSAL #O.13: ON THE MANAGER'S PROPOSAL, APPROVED BY ISSUER YES FOR N/A
THE SUPERVISORY BOARD: THE SHAREHOLDERS MEETING,
NOTING THAT THE PROFIT FOR THE YEAR AMOUNTS TO EUR
225,095,285.33 THE LEGAL RESERVE FUND EQUAL TO ONE-
TENTH OF THE SHARE CAPITAL, BEING EUR 52,938.60 AND
THE STATUTORY SHARE OF THE GENERAL PARTNERS BEING
EQUAL TO EUR 5,731,124.28 THE BALANCE, OF EUR
219,311,222.45 WHICH IS INCREASED BY OF THE
CARRYFORWARD AMOUNTS TO EUR 230,829,954.18 REPRESENTS
A DISTRIBUTABLE AMOUNT OF EUR 450,141,176.63 DECIDES:
I - TO DISTRIBUTE A TOTAL AMOUNT OF EUR 208,295,861.11
WHICH WILL ALLOW THE PAYMENT OF A DIVIDEND OF EUR
1.45 PER SHARE. THE DETACHMENT OF THE RIGHT TO
DIVIDEND WILL TAKE PLACE ON MAY 15, 2007, DATE ON
WHICH THE SHARES WILL BE NEGOTIATED EX-RIGHT TO THE
2006 DIVIDEND. IT IS SPECIFIED THAT THE DIVIDEND
PROPOSED IS ELIGIBLE TO THE 40% II - TO APPLY THE
BALANCE OF EUR 241,845,315.52 TO THE CARRYFORWARD
PROPOSAL #O.14: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT, OF THE
AUDITORS REPORT AND OF THE SUPERVISORY BOARD'S
REPORT, APPROVES THE CONSOLIDATED ACCOUNTS FOR
FINANCIAL YEAR 2006 WHICH SHOW A PROFIT OF EUR
573,112,427.61. ABATEMENT TO WHICH INDIVIDUALS
DOMICILED IN FRANCE ARE ENTITLED. THE DIVIDENDS PAID
IN RESPECT OF THE THREE PRECEDING FINANCIAL YEARS ARE
SHOWN IN THE TABLE HEREAFTER:
PROPOSAL #O.15: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE AUDITORS SPECIAL REPORT ON THE
AGREEMENTS REFERRED TO IN ARTICLE L.226-10 OF THE
FRENCH COMMERCIAL CODE, APPROVES THE AFOREMENTIONED
REPORT AND TAKES NOTE THAT THERE ARE NO AGREEMENTS TO
SUBMIT FOR APPROVAL.
PROPOSAL #O.16: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, AUTHORIZES THE COMPANY TO
ENGAGE IN TRANSACTIONS ON THE STOCK EXCHANGE IN ITS
OWN SHARES, IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE, AND
SETS: THE MAXIMUM SHARE PURCHASE PRICE AT 100; THE
MINIMUM SHARE SALES PRICE AT 60; THE NUMBER OF SHARES
THAT MAY BE BOUGHT AT 10% OF THE TOTAL NUMBER OF
SHARES COMPOSING THE CAPITAL, I.E A MAXIMUM AMOUNT OF
1,436,523,100; THE TERM OF THE AUTHORIZATION AT 18
MONTHS AS FROM THE DATE OF THIS MEETING. IN THE EVENT
OF CAPITAL INCREASE BY CAPITALIZATION OF RESERVES AND
ATTRIBUTION OF BONUS SHARES AS WELL AS IN THE EVENT OF
A SHARE SPLIT OR SHARE CONSOLIDATION, THE PRICES
INDICATED ABOVE WILL BE ADJUSTED BY A MULTIPLYING
COEFFICIENT EQUAL TO THE RATIO BETWEEN THE NUMBER OF
SHARES COMPOSING THE CAPITAL BEFORE AND AFTER THE
OPERATION. THIS AUTHORIZATION ALLOWS THE COMPANY TO
USE THE POSSIBILITIES TO TRADE IN ITS OWN SHARES
PROVIDED BY THE APPLICABLE PROVISIONS OF LAW FOR THE
FOLLOWING PURPOSES: THEIR CONSERVATION, TRANSFER,
REMITTANCE AS EXCHANGE OR PAYMENT IN KIND AND, IN
PARTICULAR, IN CONNECTION WITH FINANCIAL TRANSACTIONS
SUCH AS EXTERNAL GROWTH OR THE ISSUANCE OF SECURITIES
GIVING DIRECTLY OR INDIRECTLY ACCESS TO THE CAPITAL;
THEIR ATTRIBUTION TO EXECUTIVE OFFICERS AND TO THE
PERSONNEL OF THE COMPANY AND COMPANIES OF THE GROUP,
PURSUANT TO SHARE PURCHASE OPTION PLANS; THEIR
CANCELLATION, IN WHOLE OR PART, TO OPTIMIZE THE
MANAGEMENT OF THE EQUITY OF THE COMPANY AND THE NET
INCOME PER SHARE; THE ANIMATION OF THE MARKET OR THE
LIQUIDITY OF THE SHARE BY AN INVESTMENT SERVICE
PROVIDER, THROUGH A CONTRACT OF LIQUIDITY COMPLYING
WITH THE DEONTOLOGY CHARTER APPROVED BY THE AUTORIT
DES MARCH'S FINANCIERS. THE SHARES MAY BE BOUGHT ONE
OR MORE TIMES, AT ANY TIME, ON THE OTC (OVER-THE-
COUNTER) MARKET OR OTHERWISE, BY ALL MEANS IN
ACCORDANCE WITH THE REGULATIONS IN FORCE AND, IN
PARTICULAR, BY BLOCK TRADES, OPTIONS OR USE OF ANY
DERIVATIVE INSTRUMENTS. TO THE FOREGOING EFFECT, THE
SHAREHOLDERS MEETING DELEGATES TO THE MANAGING
PARTNERS, OR TO ANYONE OF THEM, ALL AUTHORITY TO
CONCLUDE ALL CONTRACTS, TO EFFECT ALL DECLARATIONS AND
FORMALITIES AND, GENERALLY, TO DO ALL THINGS THAT
WILL BE USEFUL AND NECESSARY FOR THE IMPLEMENTATION OF
THE DECISIONS TO BE TAKEN PURSUANT TO THIS
AUTHORIZATION. THIS AUTHORIZATION REPLACES THE
DECISION TAKEN ON THE SAME SUBJECT BY THE SHAREHOLDERS
MEETING OF MAY 12, 2006.
PROPOSAL #O.17: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, DECIDES, SUBJECT TO THE
CONDITION PRECEDENT THAT THE FIRST, THIRD TO FIFTH AND
SEVENTH RESOLUTIONS BE ADOPTED AND UPON PROPOSAL OF
THE GENERAL PARTNERS, TO APPOINT MR DIDIER MIRATON AS
NON-GENERAL MANAGING PARTNER, FOR A TERM OF FIVE
YEARS, UNTIL THE COMPLETION OF THE SHAREHOLDERS
MEETING TO BE HELD IN 2012 TO DECIDE UPON THE
FINANCIAL STATEMENTS OF THE FINANCIAL YEAR 2011.
PROPOSAL #O.18: THE SHAREHOLDERS MEETING, BEING ISSUER YES FOR N/A
APPRISED OF THE MANAGING PARTNER'S REPORT AND OF THE
SUPERVISORY BOARD'S REPORT, DECIDES, SUBJECT TO THE
CONDITION PRECEDENT THAT THE FIRST, THIRD TO FIFTH AND
SEVENTH RESOLUTIONS BE ADOPTED AND UPON PROPOSAL OF
THE GENERAL PARTNERS, TO APPOINT MR JEAN-DOMINIQUE
SENARD AS NON-GENERAL MANAGING PARTNER, FOR A TERM OF
FIVE YEARS, UNTIL THE COMPLETION OF THE SHAREHOLDERS
MEETING TO BE HELD IN 2012 TO DECIDE UPON THE
FINANCIAL STATEMENTS OF THE FINANCIAL YEAR 2011.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CINCINNATI BELL INC.
TICKER: CBB CUSIP: 171871106
MEETING DATE: 5/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PHILLIP R. COX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL G. MORRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. ZRNO 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 2007.
PROPOSAL #03: THE APPROVAL OF THE CINCINNATI BELL INC. ISSUER YES FOR FOR
2007 LONG TERM INCENTIVE PLAN.
PROPOSAL #04: THE APPROVAL OF THE CINCINNATI BELL INC. ISSUER YES FOR FOR
2007 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITIGROUP INC.
TICKER: C CUSIP: 172967101
MEETING DATE: 4/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: C. MICHAEL ISSUER YES FOR FOR
ARMSTRONG.
PROPOSAL #1B: ELECTION OF DIRECTOR: ALAIN J.P. BELDA. ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: GEORGE DAVID. ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: KENNETH T. DERR. ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: JOHN M. DEUTCH. ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: ROBERTO HERNANDEZ ISSUER YES FOR FOR
RAMIREZ.
PROPOSAL #1G: ELECTION OF DIRECTOR: KLAUS KLEINFELD. ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: ANDREW N. LIVERIS. ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: ANNE MULCAHY. ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: RICHARD D. PARSONS. ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: CHARLES PRINCE. ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: JUDITH RODIN. ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: ROBERT E. RUBIN. ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: FRANKLIN A. THOMAS. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2007.
PROPOSAL #03: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON PRIOR GOVERNMENTAL SERVICE OF CERTAIN INDIVIDUALS.
PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON POLITICAL CONTRIBUTIONS.
PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON CHARITABLE CONTRIBUTIONS.
PROPOSAL #06: SHAREOWNER PROPOSAL REQUESTING AN SHAREHOLDER YES AGAINST FOR
ADVISORY RESOLUTION TO RATIFY EXECUTIVE COMPENSATION.
PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING THAT CEO SHAREHOLDER YES AGAINST FOR
COMPENSATION BE LIMITED TO NO MORE THAN 100 TIMES THE
AVERAGE COMPENSATION PAID TO WORLDWIDE EMPLOYEES.
PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES AGAINST FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES,
TITLES OR RESPONSIBILITIES.
PROPOSAL #09: STOCKHOLDER PROPOSAL REQUESTING THAT SHAREHOLDER YES AGAINST FOR
STOCK OPTIONS BE SUBJECT TO A FIVE-YEAR SALES
RESTRICTION.
PROPOSAL #10: STOCKHOLDER PROPOSAL REQUESTING SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
PROPOSAL #11: STOCKHOLDER PROPOSAL REQUESTING THAT SHAREHOLDER YES FOR AGAINST
STOCKHOLDERS HAVE THE RIGHT TO CALL SPECIAL
SHAREHOLDER MEETINGS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITY LODGE HOTELS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS FOR THE YE 30 JUN 2006
PROPOSAL #2.1: RE-ELECT MR. F.W.J. KILBOURN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #2.2: RE-ELECT MRS. N. MEDUPE AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #2.3: RE-ELECT MR. S.G. MORRIS AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCEWITH THE
PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.1: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 390,000 TO THE CHAIRMAN OF THE
BOARD WITH EFFECT FROM THE YEAR BEGINNING 01 JUL 2006
PROPOSAL #3.2: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 70,000 EACH FOR THEIRSERVICES AS A
DIRECTORS WITH EFFECT FROM THE YEAR BEGINNING 01 JUL
2006
PROPOSAL #3.3: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 60,000 TO THE CHAIRMAN OF THE AUDIT
COMMITTEE WITH EFFECT FROM THE YEAR BEGINNING 01 JUL
2006
PROPOSAL #3.4: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 30,000 EACH TO THE OTHER MEMBERS OF
THE AUDIT COMMITTEE WITH EFFECT FROM THE YEAR
BEGINNING 01 JUL 2006
PROPOSAL #3.5: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 52,000 TO THE CHAIRMAN OF THE
REMUNERATION COMMITTEE WITH EFFECT FROM THE YEAR
BEGINNING 01 JUL 2006
PROPOSAL #3.6: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 26,000 EACH TO OTHER MEMBERS OF THE
REMUNERATION COMMITTEE WITH EFFECT FROM THE YEAR
BEGINNING 01 JUL 2006
PROPOSAL #3.7: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 41,000 TO THE CHAIRMAN OF THE RISK
COMMITTEE WITH EFFECT FROM THE YEAR BEGINNING 01 JUL
2006
PROPOSAL #3.8: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 20,500 TO THE OTHER MEMBERS OF THE
RISK COMMITTEE WITH EFFECT FROM THE YEAR BEGINNING 01
JUL 2006
PROPOSAL #3.9: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 29,500 TO THE CHAIRMAN OF THE BEE
COMMITTEE WITH EFFECT FROM THE YEAR BEGINNING 01 JUL
2006
PROPOSAL #3.10: APPROVE THE NON-EXECUTIVE DIRECTORS ISSUER YES FOR N/A
ANNUAL FEES OF ZAR 14,750 EACH TO THE OTHER MEMBERS OF
THE BEE COMMITTEE WITH EFFECT FROM THE YEAR BEGINNING
01 JUL 2006
PROPOSAL #S.4: AUTHORIZE THE DIRECTORS TO APPROVE AND ISSUER YES FOR N/A
IMPLEMENT THE ACQUISITION BY THE COMPANY OR A
SUBSIDIARY OF THE COMPANY , OF SHARES ISSUED BY THE
COMPANY BY WAY OF A GENERAL AUTHORITY, IN TERMS OF THE
COMPANIES ACT AND THE LISTINGS REQUIREMENTS OF THE
JSE LIMITED JSE WHICH PROVIDE, INTER ALIA, THAT THE
COMPANY MAY ONLY MAKE A GENERAL REPURCHASE OF ITS
SHARES SUBJECT TO: THE REPURCHASE BEING IMPLEMENTED
THROUGH THE ORDER BOOK OPERATED BY THE JSE TRADING
SYSTEM, WITHOUT PRIOR UNDERSTANDING OR ARRANGEMENT
BETWEEN THE COMPANY AND THE COUNTER PARTY; AUTHORIZE
THE COMPANY THERETO BY ITS ARTICLES OF ASSOCIATION;
REPURCHASES NOT BEING MADE AT A PRICE GREATER THAN 10%
ABOVE THE WEIGHTED AVERAGE OF THE MARKET VALUE OF THE
SHARES FOR THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING
THE DATE ON WHICH THE TRANSACTION WAS EFFECTED: AN
ANNOUNCEMENT BEING PUBLISHED AS SOON AS THE COMPANY
HAS REPURCHASED ORDINARY SHARES CONSTITUTING, ON A
CUMULATIVE BASIS 3% OF THE INITIAL NUMBER OF ORDINARY
SHARES, AND FOR EACH 3% IN AGGREGATE OF THE INITIAL
NUMBER OF ORDINARY SHARES REPURCHASED THEREAFTER,
CONTAINING FULL DETAILS OF SUCH REPURCHASES:
REPURCHASE NOT EXCEEDING 20% IN AGGREGATE OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL IN ANY 1 FY;
THE COMPANY'S SPONSOR CONFIRMING THE ADEQUACY OF THE
COMPANY'S WORKING CAPITAL FOR PURPOSES OF UNDERTAKING
THE REPURCHASE OF SHARES IN WRITING TO THE JSE UPON
ENTERING THE MARKET TO PROCEED WITH THE REPURCHASE;
THE COMPANY REMAINING IN COMPLIANCE WITH PARAGRAPHS
3.37 TO 3.41 OF THE JSE LISTINGS REQUIREMENTS
CONCERNING SHAREHOLDER SPREAD AFTER SUCH REPURCHASE;
THE COMPANY AND ITS SUBSIDIARIES NOT REPURCHASING
SECURITIES DURING A PROHIBITED PERIOD AS DEFINED IN
PARAGRAPH 3.67 OF THE JSE LISTINGS REQUIREMENTS; AND
THE COMPANY ONLY APPOINTING ONE AGENT TO EFFECT ANY
REPURCHASE ON ITS BEHALF
PROPOSAL #5.: APPROVE TO PLACE SUFFICIENT ORDINARY ISSUER YES FOR 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 THE 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: 5/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: ALAN D. FELD ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: PERRY J. LEWIS ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: L. LOWRY MAYS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: MARK P. MAYS ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: RANDALL T. MAYS ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: B.J. MCCOMBS ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: PHYLLIS B. RIGGINS ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: THEODORE H. STRAUSS ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: J.C. WATTS ISSUER YES AGAINST AGAINST
PROPOSAL #1J: ELECTION OF DIRECTOR: JOHN H. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #1K: 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, 2007.
PROPOSAL #03: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING PAY FOR SUPERIOR PERFORMANCE.
PROPOSAL #04: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL REGARDING CORPORATE POLITICAL CONTRIBUTIONS.
PROPOSAL #05: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING COMPENSATION COMMITTEE
PROPOSAL #06: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING EXECUTIVE COMPENSATION.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CNOOC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE AND RATIFY THE REVISED CAPS FOR ISSUER YES FOR N/A
2006 AND 2007 FOR THE SALES OF PETROLEUM AND NATURAL
GAS PRODUCTS CATEGORY OF CONTINUING CONNECTED
TRANSACTIONS, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COACH, INC.
TICKER: COH CUSIP: 189754104
MEETING DATE: 11/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LEW FRANKFORT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN KROPF ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY LOVEMAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: IVAN MENEZES ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: IRENE MILLER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: KEITH MONDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL MURPHY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JIDE ZEITLIN ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COLES MYER LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATIONS BY THE CHAIRMAN AND BY THE ISSUER NO N/A N/A
CHIEF EXECUTIVE OFFICER
PROPOSAL #2.: CONSIDER THE ANNUAL REPORTS OF THE ISSUER NO N/A N/A
COMPANY FOR THE FYE 30 JUL 2006
PROPOSAL #3.: ADOPT THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
FYE 30 JUL 2006
PROPOSAL #4.: APPROVE THE GRANT OF 204,000 PERFORMANCE ISSUER YES FOR N/A
SHARES TO MR. JOHN FLETCHER UNDER THE SENIOR
EXECUTIVE PERFORMANCE SHARE PLAN
PROPOSAL #5.1: RE-ELECT MR. RICK ALLERT AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCEWITH THE
COMPANY'S CONSTITUTION
PROPOSAL #5.2: ELECT MR. ANGE KENOS AS A DIRECTOR IN ISSUER YES AGAINST N/A
ACCORDANCE WITH THE COMPANY'S CONSTITUTION
PROPOSAL #5.3: RE-ELECT MR. BILL GURRY AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
COMPANY'S CONSTITUTION
PROPOSAL #5.4: RE-ELECT DR. KEITH BARTON AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
THE COMPANY'S CONSTITUTION
PROPOSAL #S.6: AMEND THE CONSTITUTION OF THE COMPANY ISSUER YES FOR N/A
BY DELETING RULES 35(C)(3), 35(J) AND 35(K)
PROPOSAL #S.7: APPROVE TO CHANGE THE NAME OF THE ISSUER YES FOR N/A
COMPANY TO COLES GROUP LIMITED WITH EFFECT FROM 27 NOV
2006
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COLOPLAST A/S
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/13/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT ON THE ISSUER YES FOR N/A
ACTIVITIES OF THE COMPANY IN THE PAST FY
PROPOSAL #2.: RECEIVE AND ADOPT THE AUDITED ANNUAL ISSUER YES FOR N/A
REPORT
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF THE PROFIT ISSUER YES FOR N/A
OR FOR THE TREATMENT OF THE LOSS, AS THE CASE MAY BE,
ACCORDING TO THE ADOPTED ANNUAL REPORT
PROPOSAL #4.a: AMEND ARTICLE 4 B SUB-ARTICLE 1, ISSUER YES AGAINST N/A
ARTICLE 7 SUB-ARTICLE 1 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, AS SPECIFIED
PROPOSAL #4.b: AUTHORIZE THE COMPANY'S BOARD TO BUY ISSUER YES FOR N/A
OWN SHARES REPRESENTING UP TO 10% OF THESHARE CAPITAL
OF THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 48 OF THE DANISH COMPANIES ACT; THE
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 AGM IN
2007?
PROPOSAL #5.1: RE-ELECT MR. NIELS PETER LOUIS-HANSEN, ISSUER YES FOR N/A
BCOM (DEPUTY CHAIRMAN) AS A DIRECTOR
PROPOSAL #5.2: RE-ELECT MR. PER MAGID, ATTORNEY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.3: RE-ELECT MR. MICHAEL PRAM RASMUSSEN AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #5.4: RE-ELECT MR. TORSTEN E. RASMUSSEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.5: RE-ELECT MS. INGRID WIIK AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT THE PRICEWATERHOUSECOOPERS AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #7.: ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPAGNIE DE SAINT-GOBAIN SA, PARIS-LA DEFENSE
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/7/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2006, AS PRESENTED
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: ACKNOWLEDGE AND APPROVE THE NET INCOME ISSUER YES FOR N/A
FOR THE 2006 FY OF EUR 849,186,626.95 AND THE RETAINED
EARNINGS ON 31 DEC 2006 OF EUR 1,278,081,187.29;
I.E., A TOTAL OF EUR 2,127,267,814.24; AND RESOLVE: TO
APPROPRIATE TO THE RETAINED EARNINGS: EUR
1,510,005,916.44; TO WITHDRAW TO BE DISTRIBUTED TO THE
SHAREHOLDERS: AS INTERIM DIVIDEND THE SUM OF EUR
72,619,046.80, AS REMAINING DIVIDEND THE SUM OF EUR
544,642,851.00, I.E., A TOTAL OF EUR 617,261,897.80;
CONSEQUENTLY, THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.70 PER SHARE, WILL ENTITLE TO THE
40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE; THIS
DIVIDEND WILL BE PAID ON 21 JUN 2007; AS REQUIRED BY
LAW
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-40 OF
THE FRENCH COMMERCIAL CODE, NOTES THAT THERE WAS NO
NEW AGREEMENT REFERRED TO THEREIN
PROPOSAL #O.5: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES FOR N/A
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 90.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, THEORETICAL
MAXIMUM FUNDS TO BE INVESTED BY THE COMPANY IN THE
SHARE BUYBACKS ON 01 APR 2007: EUR 3,315,777,480.00
?I.E., 36,841,972 SHARES OF EUR 90.00?; 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 MERGER, DIVESTMENT OR CAPITAL
CONTRIBUTION CANNOT EXCEED 5% OF ITS CAPITAL;
?AUTHORITY IS FOR A 18-MONTH PERIOD?, IT SUPERSEDES
THE FRACTION UNUSED AND THE REMAINING PERIOD OF THE
AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 08 JUN 2006 IN ITS RESOLUTION NUMBER 5; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #O.6: RATIFY THE CO-OPTATION OF MR. BERNARD ISSUER YES FOR N/A
CUSENIER AS A DIRECTOR, TO REPLACE MR. PIERRE KERHUEL,
FOR THE REMAINDER OF MR. PIERRE KERHUEL'S TERM OF
OFFICE, I.E., FOR A 4-YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
GERARD MESTRALLET AS A DIRECTOR FOR A4-YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
DENIS RANQUE AS A DIRECTOR FOR A 4-YEAR PERIOD
PROPOSAL #O.9: ACKNOWLEDGE THAT MR. PAUL ALLAN DAVID'S ISSUER YES FOR N/A
TERM OF OFFICE IS ENDING ON THE CLOSEOF THE PRESENT
MEETING, THAT HE IS REACHED BY THE AGE LIMIT, APPOINT
MR. ROBERT CHEVRIER AS A DIRECTOR, FOR A 4-YEAR PERIOD
PROPOSAL #O.10: ACKNOWLEDGE THAT MR. SEHON LEE'S TERM ISSUER YES FOR N/A
OF OFFICE IS ENDING ON THE CLOSE OF THEPRESENT
MEETING, THAT HE DOES NOT APPLY FOR ITS RENEWAL AND
APPOINT MRS. YUKO HARAYAMA AS A DIRECTOR, FOR A 4-YEAR
PERIOD
PROPOSAL #O.11: ACKNOWLEDGE THE RESIGNATION OF MR. ISSUER YES FOR N/A
JEAN-PAUL VELLUTINI AND APPOINT MR. FABRICE ODENT AS A
DEPUTY AUDITOR, FOR THE REMAINDER OF MR. JEAN-PAUL
VELLUNTINI'S TERM OF OFFICE, I.E., UNTIL THE CLOSE OF
THE GENERAL MEETING, WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2011
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR N/A
NECESSARY POWERS TO DECIDE TO INCREASE THE CAPITAL, ON
1 OR MORE OCCASIONS, IN FRANCE, ABROAD AND OR UPON
THE INTERNATIONAL MARKET, BY ISSUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES OF THE
COMPANY AND, OR ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OF THE COMPANY OR OF SUBSIDIARIES; THE MAXIMAL
NOMINAL AMOUNT OF CAPITAL INCREASES SHALL NOT EXCEED
EUR 590,000,000.00 THE NOMINAL AMOUNT OF SHARES ISSUED
BY VIRTUE OF RESOLUTIONS NO.13 AND 15 SHALL COUNT
AGAINST THIS AMOUNT; THE MAXIMUM NOMINAL AMOUNT OF
DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 3,000,000,000.00; THE NOMINAL AMOUNT OF SECURITIES
ISSUED BY VIRTUE OF RESOLUTION NO.13 SHALL COUNT
AGAINST THIS AMOUNT; ?AUTHORITY IS FOR A 26-MONTH
PERIOD?, IT SUPERSEDES THE FRACTION UNUSED OF THE
DELEGATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 03 JUN 2005 IN ITS RESOLUTION NO.11; AND
THAT WHEN THE BOARD OF DIRECTORS NOTES AN EXCESS
DEMAND, THE NUMBER OF SECURITIES MAY BE INCREASED, AT
ITS SOLE DISCRETION, 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 AND, WITHIN THE LIMIT OF THE CEILING
ABOVE MENTIONED; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AND TO CHARGE
THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS
AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO
RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE NEW
CAPITAL AFTER EACH INCREASE
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES AGAINST N/A
NECESSARY POWERS TO DECIDE TO INCREASE THE CAPITAL ON
1 OR MORE OCCASIONS, IN FRANCE, ABROAD AND OR UPON THE
INTERNATIONAL MARKET, BY ISSUANCE, WITH CANCELLATION
OF THE PREFERRED SUBSCRIPTION RIGHTS BUT WITH A
PRIORITY DEADLINE FOR THE SHAREHOLDERS, OF SHARES OF
THE COMPANY AND, OR ANY SECURITIES GIVING ACCESS TO
THE CAPITAL OF THE COMPANY OR OF SUBSIDIARIES OR, BNP
PARIBAS SECURITIES SERVICES TO SHARES OF THE COMPANY
TO WHICH SECURITIES TO BE ISSUED EVENTUALLY BY
SUBSIDIARIES, SHALL GIVE RIGHT; THE MAXIMAL NOMINAL
AMOUNT OF CAPITAL INCREASES SHALL NOT EXCEED EUR
295,000,000.00; THE NOMINAL AMOUNT OF SHARES ISSUED BY
VIRTUE OF THE PRESENT DELEGATION SHALL COUNT AGAINST
THE CEILING SET FORTH IN RESOLUTION NO.12; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED
SHALL NOT EXCEED EUR 1,500,000,000.00; THE NOMINAL
AMOUNT OF SECURITIES ISSUED BY VIRTUE OF THE PRESENT
DELEGATION SHALL COUNT AGAINST THE CEILING SET FORTH
IN RESOLUTION NO.12; ?AUTHORITY IS FOR A 26-MONTH
PERIOD?, IT SUPERSEDES THE FRACTION UNUSED OF THE
DELEGATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 09 JUN 2005 IN ITS RESOLUTION NO.12; AND
THAT WHEN THE BOARD OF DIRECTORS NOTES AN EXCESS
DEMAND, THE NUMBER OF SECURITIES MAY BE INCREASED, AT
ITS SOLE DISCRETION, 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 AND, WITHIN THE LIMIT OF THE CEILING
ABOVE MENTIONED; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AND TO CHARGE
THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS
AND DEDUCT FORM THE PREMIUMS THE AMOUNTS NECESSARY TO
RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE NEW
CAPITAL AFTER EACH INCREASE
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL, UP TO 10% OF THE SHARE
CAPITAL, BY WAY OF ISSUING SHARES OF THE COMPANY AND,
OR SECURITIES GIVING ACCESS TO THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO
THE COMPANY AND COMPRISED OF CAPITAL SECURITIES OR
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL; THE
AMOUNTS OF THE CAPITAL SECURITIES AND SECURITIES
ISSUED BY VIRTUE OF THE PRESENT RESOLUTION AND WITHIN
THE LIMIT OF THIS ONE, SHALL COUNT AGAINST THE
CORRESPONDING CEILINGS SET FORTH IN RESOLUTION NO. 13;
?AUTHORITY IS FOR A 26-MONTH PERIOD?; IT SUPERSEDES
THE REMAINING PERIOD OF THE DELEGATION, GRANTED BY THE
SHAREHOLDERS MEETING OF 09 JUN 2005 IN ITS
RESOLUTION NO. 12 FOR THE PART OF THIS ONE TO THE SAME
EFFECT; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AND TO CHARGE THE SHARE
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE
LEGAL RESERVE TO ONE-TENTH OF THE NEW CAPITAL AFTER
EACH INCREASE
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER YES FOR N/A
ORDER TO DECIDE TO INCREASE THE SHARE CAPITAL, IN 1 OR
MORE OCCASIONS, BY A MAXIMUM NOMINAL AMOUNT OF EUR
74,000,000.00, BY WAY OF CAPITALIZING PREMIUMS,
RESERVES, PROFITS 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, OR
BY A COMBINATION OF THESE METHODS; THE NOMINAL AMOUNT
OF SHARES ISSUED OR THE 1 OF THE SHARES THE NOMINAL OF
WHICH SHOULD HAVE BEEN INCREASED BY VIRTUE OF THE
PRESENT DELEGATION SHALL COUNT AGAINST THE CEILING SET
FORTH IN RESOLUTION NO. 12; ?AUTHORITY IS FOR A 26-
MONTH PERIOD?; IT SUPERSEDES THE REMAINING PERIOD OF
THE DELEGATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 09 JUN 2005 IN ITS RESOLUTION NO. 13; TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; AND TO CHARGE THE SHARE
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FORM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE
LEGAL RESERVE TO ONE-TENTH OF THE NEW CAPITAL AFTER
EACH INCREASE
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
DECIDE TO INCREASE THE SHARE CAPITAL, ON 1 OR MORE
OCCASIONS, BY WAY OF ISSUING CAPITAL SECURITIES, IN
FAVOR OF MEMBERS OF THE COMPANY SAINT GOBAIN'S SAVING
PLAN; ?AUTHORITY IS FOR A 26-MONTH PERIOD? AND FOR A
NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
74,000,000.00; IT SUPERSEDES THE FRACTION UNUSED AND
THE REMAINING PERIOD OF THE DELEGATION GRANTED BY THE
COMBINED SHAREHOLDERS MEETING OF 09 JUN 2005 IN ITS
RESOLUTION NO. 14; TO THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AND TO CHARGE THE SHARE ISSUANCE COSTS
AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE
PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL
RESERVE TO ONE-TENTH OF THE NEW CAPITAL AFTER EACH
INCREASE
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
GRANT, IN 1 OR MORE TRANSACTIONS, IN FAVOR OF
EMPLOYEES OR SOME OF THEM, OR SOME CATEGORIES OF THE
EMPLOYEES AND ON THE OTHER HAND CORPORATE OFFICERS OF
THE COMPANY SAINT GOBAIN, THE RELATED COMPANIES OR
ECONOMIC GROUPS, OPTIONS GIVING THE RIGHT TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY, OR TO PURCHASE
EXISTING SHARES OF THE COMPANY; IT IS PROVIDED THAT
THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF
SHARES, WHICH SHALL EXCEED 3% OF THE SHARE CAPITAL OF
THE COMPANY SAINT GOBAIN THE NUMBER OF SHARES RELATED
TO THE ALLOCATIONS OF SHARES FREE OF CHARGE, SET
FORTH IN RESOLUTION NO.18 SHALL COUNT AGAINST THIS
NUMBER; ?AUTHORITY IS FOR A 38-MONTH PERIOD?; IT
SUPERSEDES THE FRACTION UNUSED AND THE REMAINING
PERIOD OF THE DELEGATION GRANTED BY THE COMBINED
GENERAL MEETING OF 09 JUN 2005 IN ITS RESOLUTION
NO.15; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AND TO CHARGE THE SHARE
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE
LEGAL RESERVE TO ONE-TENTH OF THE NEW CAPITAL AFTER
EACH INCREASE
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOR OF THE EMPLOYEES OR SOME OF
THEM, OR SOME CATEGORIES OF THE EMPLOYEES AND ON THE
OTHER HAND, THE CORPORATE OFFICERS OF THE COMPANY
SAINT GOBAIN, THE RELATED COMPANIES OR ECONOMIC
INTEREST GROUPS, THEY MAY NOT REPRESENT MORE THAN 1%
OF THE SHARE CAPITAL; ?AUTHORITY IS FOR A 38-MONTH
PERIOD?; IT SUPERSEDES THE REMAINING PERIOD OF THE
DELEGATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 09 JUN 2005 IN ITS RESOLUTION NO.16; TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; AND TO CHARGE THE SHARE
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS; THE AMOUNTS TO RAISE THE LEGAL
RESERVE TO ONE-TENTH OF HE NEW CAPITAL AFTER EACH
INCREASE
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES FOR N/A
REDUCE, ON 1 OR MORE OCCASIONS AND AT ITS SOLE
DISCRETION, ALL OR PART OF THE SHARES HELD BY HE
COMPANY BY VIRTUE OF AUTHORIZATIONS TO PURCHASE SELF
DETAINED SHARES OF THE COMPANY, UP TO A MAXIMUM OF 10%
OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD, AND MAY
PROCEED WITH THE SHARE CAPITAL DECREASES; THE
DIFFERENCE BETWEEN THE PURCHASER PRICE OF THE
CANCELLED SHARES AND THEIR NOMINAL VALUE WILL BE
PARTLY CHARGED TO THE LEGAL RESERVE FOR 10% OF THE
CANCELLED CAPITAL AND FOR THE SURPLUS TO THE PREMIUMS
AND DISPONIBLE RESERVES; ?AUTHORITY IS FOR A 26-MONTH
PERIOD?; IT SUPERSEDES THE FRACTION UNUSED OF THE
DELEGATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 09 JUN 2005 IN ITS RESOLUTION NO.17; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
DECIDE TO PROCEED, UP TO A MAXIMUM OF
EUR368,000,000.00, WITH THE ISSUANCE OF WARRANTS
GIVING THE RIGHT TO SUBSCRIBE, WITH PREFERENTIAL
CONDITIONS, FOR SHARES OF THE COMPANY SAINT GOBAIN,
AND THEIR ALLOCATION FREE OF CHARGE TO THE COMPANY'S
SHAREHOLDERS, BEFORE THE PUBLIC OFFERING IS ENDED;
TERMS AND CONDITIONS TO EXERCISE THE WARRANTS TO
SUBSCRIBE TO SHARES: MAXIMUM NUMBER OF SHARES WHICH
MAY BE ISSUED: EQUAL TO THE ONE OF THE SHARES
COMPRISING THE SHARE CAPITAL ON THE DAY(S) OF ISSUANCE
OF THE WARRANTS GIVING RIGHT TO SUBSCRIBE TO SHARES,
EXERCISE PERIOD: 38 MONTHS; THE PRESENT DELEGATION
SUPERSEDES FOR THE REMAINING PERIOD THE DELEGATION
GRANTED TO THE COMBINED SHAREHOLDERS’ MEETING OF
08 JUN 2006 IN ITS RESOLUTION NO. 10; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.21: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR 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: COMPAL ELECTRONICS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: THE 2006 BUSINESS OPERATIONS ISSUER NO N/A N/A
PROPOSAL #A.2: THE 2006 AUDITED REPORTS ISSUER NO N/A N/A
PROPOSAL #A.3: THE RULES OF THE BOARD MEETING ISSUER NO N/A N/A
PROPOSAL #B.1: APPROVE THE 2006 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #B.2: APPROVE THE 2006 PROFIT DISTRIBUTION; ISSUER YES FOR N/A
?CASH DIVIDEND TWD 1.7 PER SHARE, STOCKDIVIDEND 2 FOR
1,000 SHARES HELD, BONUS ISSUE 3 FOR 1,000 SHARES HELD
PROPOSAL #B.3: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES FOR N/A
CAPITAL RESERVES, RETAINED EARNINGS AND STAFF BONUS
PROPOSAL #B.4: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES AGAINST N/A
PROPOSAL #B.5: AMEND THE PROCEDURE OF ACQUIRING OR ISSUER YES AGAINST N/A
DISPOSING ASSET
PROPOSAL #B.6: ELECT MR. WONG CHUNG-PIN ?SHAREHOLDER ISSUER YES FOR N/A
NO: 1357? AS A DIRECTOR
PROPOSAL #B.7: APPROVE THE PROPOSAL TO RELEASE THE ISSUER YES FOR N/A
PROHIBITION ON DIRECTORS FROM PARTICIPATION IN
COMPETITIVE BUSINESS
PROPOSAL #B.8: OTHER ISSUES AND EXTRAORDINARY MOTIONS ISSUER YES AGAINST N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPASS GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/16/2007 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 2006 AND
THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE FYE 30 SEP 2006
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 6.7 PENCE ISSUER YES FOR N/A
PER SHARE ON EACH OF THE COMPANY'S ORDINARY SHARES FOR
THE FYE 30 SEP 2006; SUBJECT TO PASSING OF THIS
RESOLUTION, THE FINAL DIVIDEND WILL BE PAID ON 05 MAR
2007 TO SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF
BUSINESS ON 09 FEB 2007
PROPOSAL #4.: ELECT MR. RICHARD COUSINS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT SIR IAN ROBINSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: ELECT MR. GARY GREEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. ANDREW MARTIN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION
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 DURING THAT PERIOD; ?AUTHORITY
EXPIRES AT THE NEXT AGM?
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
RELEVANT SECURITIES PURSUANT TO ARTICLE 11 OF THE
COMPANY'S ARTICLES OF ASSOCIATION AND SECTION 80 OF
THE COMPANIES ACT 1985 ?THE ACT? UP TO A MAXIMUM
NOMINAL AMOUNT OF GBP 68,700,000; THIS REPRESENTS 687
MILLION ORDINARY SHARES OF 10 PENCE EACH IN THE
CAPITAL OF THE COMPANY WHICH IS APPROXIMATELY ONE-
THIRD OF THE COMPANY'S ISSUED SHARE CAPITAL AS AT 13
DEC 2006; THE COMPANY DOES NOT CURRENTLY HOLD ANY
SHARES AS TREASURY SHARES; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY TO BE HELD IN 2008 OR 15 MAY 2008?; WHILST THE
DIRECTORS HAVE NO CURRENT PLANS TO UTILIZE THIS
AUTHORITY THEY CONSIDER ITS RENEWAL APPROPRIATE IN
ORDER TO RETAIN MAXIMUM FLEXIBILITY TO TAKE ADVANTAGE
OF BUSINESS OPPORTUNITIES AS THEY ARISE
PROPOSAL #s.12: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTION 11 ABOVE, TO RENEW THE POWER CONFERRED ON
THE DIRECTORS BY ARTICLE 12 OF THE COMPANY'S ARTICLES
OF ASSOCIATION TO ISSUE EQUITY SECURITIES OF THE
COMPANY FOR CASH WITHOUT APPLICATION OF THE PRE-
EMPTION RIGHTS PURSUANT TO ARTICLE 12 OF THE COMPANY'S
ARTICLES OF ASSOCIATION AND SECTION 89 OF THE
COMPANIES ACT 1985; OTHER THAN IN CONNECTION WITH A
RIGHTS, SCRIP DIVIDEND, OR OTHER SIMILAR ISSUE, UP TO
MAXIMUM NOMINAL AMOUNT OF GBP 10,300,000 ?THE SECTION
89 AMOUNT?; THIS REPRESENT 103 MILLION ORDINARY SHARES
OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY, WHICH
IS APPROXIMATELY 5 % OF THE COMPANY'S ISSUED ORDINARY
SHARE CAPITAL AS AT 13 DEC 2006; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY TO BE HELD IN 2008 OR 15 MAY 2008?; WHILST THE
DIRECTORS HAVE NO CURRENT PLANS TO UTILIZE THIS
AUTHORITY THEY CONSIDER ITS RENEWAL APPROPRIATE IN
ORDER TO RETAIN MAXIMUM FLEXIBILITY TO TAKE ADVANTAGE
OF BUSINESS OPPORTUNITIES AS THEY ARISE
PROPOSAL #s.13: 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 206 MILLION 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 15 AUG 2008?; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF CLASS II DIRECTOR: JAMES E. ISSUER YES FOR FOR
COPELAND, JR.
PROPOSAL #1B: ELECTION OF CLASS II DIRECTOR: KENNETH ISSUER YES FOR FOR
M. DUBERSTEIN
PROPOSAL #1C: ELECTION OF CLASS II DIRECTOR: RUTH R. ISSUER YES FOR FOR
HARKIN
PROPOSAL #1D: ELECTION OF CLASS II DIRECTOR: WILLIAM ISSUER YES FOR FOR
R. RHODES
PROPOSAL #1E: ELECTION OF CLASS II DIRECTOR: J. ISSUER YES FOR FOR
STAPLETON ROY
PROPOSAL #1F: ELECTION OF CLASS II DIRECTOR: WILLIAM ISSUER YES FOR FOR
E. WADE, JR.
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2007
PROPOSAL #03: CORPORATE POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: GLOBAL WARMING-RENEWABLES SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: QUALIFICATION FOR DIRECTOR NOMINEES SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: DRILLING IN SENSITIVE/PROTECTED AREAS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: REPORT ON RECOGNITION OF INDIGENOUS SHAREHOLDER YES ABSTAIN AGAINST
RIGHTS
PROPOSAL #08: COMMUNITY ACCOUNTABILITY SHAREHOLDER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONSTELLATION ENERGY GROUP, INC.
TICKER: CEG CUSIP: 210371100
MEETING DATE: 12/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DOUGLAS L. BECKER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: EDWARD A. CROOKE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MAYO A. SHATTUCK III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. SULLIVAN ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2006.
PROPOSAL #03: SHAREHOLDER PROPOSAL. SHAREHOLDER YES FOR AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONTINENTAL AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2006 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 293,557,704.05 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2 PER NO-PAR SHARE EUR
499,450.05 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: 25 APR 2007
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2007 ISSUER NO N/A N/A
FY: KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, HANOVER
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER NO N/A N/A
OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
OWN SHARES OF UP TO 10% OF ITS SHARE CAPITAL, AT A
PRICE DIFFERING NEITHER MORE THAN 10% FROM THE MARKET
PRICE OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20% IF THEY ARE ACQUIRED
BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 23 OCT
2008; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED 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
MORE THAN 5% BELOW THEIR MARKET PRICE, TO USE THE
SHARES IN CONNECT ION WITH MERGERS AND ACQUISITIONS OR
FOR SATISFYING CONVERTIBLE OR OPTION RIGHTS, TO FLOAT
THE SHARES ON FOREIGN STOCK EXCHANGES, AND TO RETIRE
THE SHARES
PROPOSAL #7.: RESOLUTION ON THE REVOCATION OF THE ISSUER NO N/A N/A
EXISTING AUTHORIZED CAPITAL THE AUTHORIZED CAPITAL AS
PER SECTION 4(7) OF THE ARTICLES OF ASSOCIATION SHALL
BE REVOKED IN RESPECT OF ITS UNUSED PORTION
PROPOSAL #8.: RESOLUTION ON THE CREATION OF AUTHORIZED ISSUER NO N/A N/A
CAPITAL AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE COMPANY'S SHARE
CAPITAL BY UP TO EUR 187,500,000 THROUGH THE ISSUE OF
NEW SHARES AGAINST PAYMENT IN CASH AND/OR KIND, ON OR
BEFORE 23 APR 2012 ?AUTHORIZED CAPITAL 2007?;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR A CAPITAL INCREASE OF UP TO 10% OF THE
COMPANY'S SHARE CAPITAL AGAINST PAYMENT IN CASH IF THE
NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, FOR A CAPITA L INCREASE AGAINST
PAYMENT IN KIND IN CONNECTION WITH ACQUISITIONS, FOR
THE GRANTING OF SUCH RIGHTS TO BONDHOLDERS, AND FOR
RESIDUAL AMOUNTS
PROPOSAL #9.: RESOLUTION ON AMENDMENTS TO THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION IN ACCORDANCE WITH THE NEW
TRANSPARENCY DIRECTIVE IMPLEMENTATION LAW SECTION
3(1), REGARDING ANNOUNCEMENTS OF THE COMPANY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE SECTION
3(2), REGARDING THE COMPANY BEING AUTHORIZED TO
TRANSMIT INFORMATION TO SHAREHOLDERS BY ELECTRONIC
PROPOSAL #10.: RESOLUTION ON THE REMUNERATION FOR ISSUER NO N/A N/A
MEMBERS OF THE SUPERVISORY BOARD AND THE CORRESPONDING
AMENDMENT TO THE ARTICLES OF ASSOCIATION; EACH MEMBER
OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 40,000; IN ADDITION, EACH MEMBER
OF THE SUPERVISORY BOARD SHALL RECEIVE A VARIABLE
REMUNERATION OF EUR 125 FOR EVERY EUR 0.01 OF THE
EARNINGS PER SHARE IN EXCESS OF EUR 2, THE CHAIRMAN OF
THE SUPERVISORY BOARD AND EACH CHAIRMAN OF A
SUPERVISORY BOARD CCOMMITTEE SHALL RECEIVE TWICE, THE
DEPUTY CHAIRMAN AND EACH DEPUTY CHAIRMAN OF A
SUPERVISORY BOARD COMMITTEE SHALL RECEIVE ONE AND A
HALF TIMES, THESE AMOUNTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONTINENTAL AIRLINES, INC.
TICKER: CAL CUSIP: 210795308
MEETING DATE: 6/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS J. BARRACK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KIRBYJON H. CALDWELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE W. KELLNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY L. MEYER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: OSCAR MUNOZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE G.C. PARKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFERY A. SMISEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN HASTIE WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD B. WOODARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. YAMARONE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATED TO SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL ACTIVITIES
PROPOSAL #04: STOCKHOLDER PROPOSAL RELATED TO SHAREHOLDER YES AGAINST FOR
PERFORMANCE-BASED EQUITY COMPENSATION FOR SENIOR
OFFICERS
PROPOSAL #05: PLEASE MARK FOR IF STOCK OWNED ISSUER YES AGAINST N/A
BENEFICIALLY BY YOU IS OWNED OR CONTROLLED BY PERSONS
WHO ARE NOT U.S. CITIZENS (AS DEFINED IN THE PROXY
STATEMENT)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CORN PRODUCTS INTERNATIONAL, INC.
TICKER: CPO CUSIP: 219023108
MEETING DATE: 5/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: KAREN L. HENDRICKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BERNARD H. KASTORY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARBARA A. KLEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAMUEL C. SCOTT III ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE COMPANY FOR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CORPORACION MAPFRE S A
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/29/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CHANGE THE COMPANY NAME, ISSUER YES FOR N/A
SUBSEQUENTLY AMEND ARTICLE 1 OF THE ARTICLES OF
ASSOCIATION
PROPOSAL #2.: APPROVE TO INCREASE THE CORPORATE ISSUER YES FOR N/A
CAPITAL, WITH EXCLUSION OF THE
PREFERENTIALSUBSCRIPTION RIGHTS, AT THE ISSUE RATE OF
3,192%, SUBSEQUENTLY AMEND ARTICLE 5 OF THE ARTICLES
OF ASSOCIATION
PROPOSAL #3.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR N/A
FOLLOWS: RESTATE ARTICLES 13, 14, 15, 17, 18, 20 TO
23A AND 25 TO 29; RENUMBER ARTICLES 23A TO 26, 28 AND
29; INCLUDE ARTICLES 30 AND 34; DELETE ARTICLE 23B;
AND AMEND THE HEADING OF CHAPTERS 3, 4 AND 6 OF TITLE
III AND TITLE IV; RENUMBER TITLES IV, V AND VI
PROPOSAL #4.: APPROVE THE RESIGNATION AND APPOINTMENT ISSUER YES FOR N/A
OF THE DIRECTORS
PROPOSAL #5.: APPROVE THE DELEGATION OF POWERS FOR THE ISSUER YES FOR N/A
EXECUTION AND PUBLIC RECORDING OF THE RESOLUTIONS
ADOPTED BY THE GENERAL MEETING
PROPOSAL #6.: APPROVE TO WRITEUP THE MINUTES OF THE ISSUER YES FOR N/A
PROCEEDINGS, OR APPOINT THE COMPTROLLERS THERETO
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COSTCO WHOLESALE CORPORATION
TICKER: COST CUSIP: 22160K105
MEETING DATE: 1/31/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BENJAMIN S. CARSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GATES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAMILTON E. JAMES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JILL S. RUCKELSHAUS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COUNTRYWIDE FINANCIAL CORPORATION
TICKER: CFC CUSIP: 222372104
MEETING DATE: 6/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HENRY G. CISNEROS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. DONATO ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: HARLEY W. SNYDER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2007.
PROPOSAL #03: TO CONSIDER A STOCKHOLDER PROPOSAL, IF SHAREHOLDER YES AGAINST FOR
PROPERLY PRESENTED, URGING OUR BOARD OF DIRECTORS TO
ADOPT A POLICY THAT OUR STOCKHOLDERS BE GIVEN AN
OPPORTUNITY TO RATIFY THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS SET FORTH IN OUR ANNUAL PROXY
STATEMENT.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CREDIT AGRICOLE S A EXTENDIBLE MEDIUM TERM NTS BOOK ENTRY 144A
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2006, AS
PRESENTED, APPROVES THE EXPENSES AND CHARGES THAT WERE
NOT TAX-DEDUCTIBLE OF EUR 67,996.00 WITH A
CORRESPONDING TAX OF EUR 23,411.00
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID
FINANCIAL YEAR IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: ACKNOWLEDGES THAT THE NET RESULT FOR ISSUER YES FOR N/A
THE 2006 FY AMOUNTS TO EUR 2,956,817,535.03 AND THAT
THE PRIOR RETAINED EARNINGS AMOUNT TO EUR
1,175,667,403.22 I.E.A TOTAL OF EUR 4,132,484,938.25,
CONSEQUENTLY IT RESOLVES THAT THE DISTRIBUTABLE INCOME
FOR THE FY BE APPROPRIATED AS FOLLOWS: TO THE GLOBAL
DIVIDEND EUR 1, 894,112,710.65, TO THE RETAINED
EARNINGS EUR 2,238,372,227.60, THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 1.15 PER SHARE, AND WILL
ENTITLE TO THE 40 PERCENT DEDUCTION PROVIDED BY THE
FRENCH TAX CODE THIS DIVIDEND WILL BE PAID ON 29 MAY
2007, IN THE EVENT THAT THE CREDIT AGRICOLE S.A. HOLDS
SOME OF ITS OWN SHARES ON THE DAY THE DIVIDEND ARE
PAID, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES
SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT,
AS REQUIRED BY LAW
PROPOSAL #O.4: APPROVE, THE SPECIAL REPORT OF THE ISSUER YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38
ET SEQ, OF THE FRENCH COMMERCIAL CODE, THE REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: RATIFY THE CO-OPTATION OF MR. JEAN-PAUL ISSUER YES AGAINST N/A
CHIFFLET AS A DIRECTOR, TO REPLACE MR. YVES COUTURIER
WHO RESIGNED, FOR THE REMAINDER OF MR. YVES
COUTURIER'S TERM OF OFFICE THAT IS UNTIL THE ORDINARY
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FYE 31 DEC 2006
PROPOSAL #O.6: APPOINT MR. JEAN-PAULCHIFFLET AS A ISSUER YES AGAINST N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.7: APPOINT MR. PIERRE BRU AS A DIRECTOR ISSUER YES AGAINST N/A
FOR A 3-YEAR PERIOD
PROPOSAL #O.8: APPOINT MR. ALAIN DAVID AS A DIRECTOR ISSUER YES AGAINST N/A
FOR A 3-YEAR PERIOD
PROPOSAL #O.9: APPOINT MR. BRUNO DE LAAGE AS A ISSUER YES AGAINST N/A
DIRECTOR FOR A 3-YEAR PERIOD
PROPOSAL #O.10: APPROVE THE RESIGNATION OF MR. ROGER ISSUER YES AGAINST N/A
GOBIN AS DIRECTOR AND DECIDES TO APPOINT AS DIRECTOR
MR. DOMINIQUE LEFEBVRE FOR THE REMAINDER OF MR. ROGER
GOBIN'S TERM OF OFFICE
PROPOSAL #O.11: APPROVE THE RESIGNATION OF MR.CORRADO ISSUER YES AGAINST N/A
PASSERA AS DIRECTOR AND DECIDES TO APPOINT AS DIRECTOR
FOR THE REMAINDER OF MR. CORRADO PASSERA'S TERM OF
OFFICE
PROPOSAL #O.12: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR N/A
EUR 950,000.00 TO THE DIRECTORS
PROPOSAL #O.13: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES AGAINST N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET
SUBJECT TO THE CONDITIONS DESCRIBED BELOW; MAXIMUM
NUMBER OF SHARES TO BE HELD BY THE COMPANY: 10% OF THE
SHARE CAPITAL 164,705,453 SHARES, HOWEVER 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
3,000,000,000.00, THIS AUTHORIZATION IS GIVEN FOR AN
18-MONTH PERIOD, IT SUPERSEDES THE ONE GRANTED BY THE
OGM OF 17 MAY 2006, THE SHAREHOLDERS MEETING
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR N/A
NECESSARY POWERS TO DECIDE ON ONE OR MORE CAPITAL
INCREASES, IN FRANCE OR ABROAD OF MAXIMUM NOMINAL
AMOUNT OF EUR 2,500,000,000.00, BY ISSUANCE, WITH
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED OF COMMON
SHARES OF THE COMPANY AND, OR ANY OTHER SECURITIES
GIVING ACCESS TO THE CAPITAL, THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 5,000,000,000.00, THIS AUTHORIZATION IS
GRANTED FOR A 26-MONTH PERIOD IT SUPERSEDES THE
UNUSED FRACTION OF THE AUTHORIZATION GRANTED BY THE
EGM OF 17 MAY 2006, THE SHAREHOLDERS MEETING
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR N/A
NECESSARY POWERS TO DECIDE ON ONE OR MORE CAPITAL
INCREASES IN FRANCE OR ABROAD BY ISSUANCE WITH
CANCELLATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS
OF COMMON SHARES OF THE COMPANY AND OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL, THE MAXIMUM NOMINAL
AMOUNT OF CAPITAL INCREASES TO BE CARRIED OUT BY
VIRTUE OF THE PRESENT DELEGATION OF AUTHORITY SHALL
NOT EXCEED ?-? EUR 1,000,000,000.00 IN THE EVENT OF AN
ISSUANCE WITH A RIGHT TO A SUBSCRIPTION PRIORITY
PERIOD, ?-? EUR 500,000,000.00 IN THE EVENT OF AN
ISSUANCE WITH NO RIGHT TO A SUBSCRIPTION PRIORITY
PERIOD, THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00 THE WHOLE WITHIN THE LIMIT OF THE
UNUSED FRACTION OF THE CEILINGS SET FORTH IN
RESOLUTION NO.14 ANY ISSUANCE CARRIED OUT BY VIRTUE OF
THE PRESENT DELEGATION SHALL COUNT AGAINST SAID
CEILINGS, THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH
PERIOD, IT SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE EGM OF 17 MAY 2006, THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS, MAY ISSUER YES FOR N/A
DECIDE TO INCREASE, WHEN IT NOTICES AN EXCESS DEMAND,
THE NUMBER OF SECURITIES TO BE ISSUED FOR EACH ONE OF
THE ISSUANCES WITH OR WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS DECIDED BY VIRTUE OF THE
RESOLUTION NO.14, NO.15, NO.20, NO.21 AND NO.22 OF THE
PRESENT EGM 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, THE MAXIMUM NOMINAL AMOUNT OF THE CAPITAL
INCREASES WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHT TO BE CARRIED OUT ACCORDINGLY WITH THE PRESENT
DELEGATION THE CAPITAL INCREASES AUTHORIZED BY
RESOLUTIONS NO.20, NO.21 AND NO.22 BEING EXCLUDED,
SHALL COUNT AGAINST THE OVERALL CEILINGS OF CAPITAL
INCREASE SET FORTH IN RESOLUTIONS NO.14 AND NO.15,
THIS DELEGATION IS GRANTED FOR A 26-MONTH PERIOD, THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL WITHOUT PREFERRED
SUBSCRIPTION RIGHTS 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, THE MAXIMAL
AMOUNT OF CAPITAL INCREASES TO BE CARRIED OUT UNDER
THIS DELEGATION OF AUTHORITY SHALL COUNT AGAINST THE
LIMIT OF THE OVERALL CEILINGS SET FORTH IN RESOLUTIONS
NO.14 AND NO.15, AUTHORIZATION IS GRANTED FOR A 26-
MONTH PERIOD, THE SHAREHOLDERS MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS FOR A ISSUER YES AGAINST N/A
26-MONTH PERIOD AND WITHIN THE LIMIT OF 5% OF THE
COMPANY'S SHARE CAPITAL PER YEAR TO SET THE ISSUE
PRICE OF THE ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL IF THE PREFERENTIAL SUBSCRIPTION
RIGHT IS CANCELLED IN ACCORDANCE WITH THE TERMS
CONDITIONS DETERMINED BY THE SHAREHOLDERS MEETING
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS ALL ISSUER YES FOR N/A
POWERS IN ORDER TO INCREASE THE SHARE CAPITAL IN ONE
OR MORE OCCASIONS UP TO A MAXIMUM NOMINAL AMOUNT OF
EUR 3,000,000,000.00 BY WAY OF CAPITALIZING RESERVES,
PROFITS, PREMIUMS OR OTHER MEANS, PROVIDE 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 OF THE OVERALL
VALUE SET FORTH IN RESOLUTIONS NO.14 AND NO.15, THIS
AUTHORIZATION IS GIVEN FOR A 26-MONTH PERIOD IT
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY 2006,
THE SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL ON ONE OR MORE OCCASIONS AT
ITS SOLE DISCRETION IN FAVOUR OF THE GROUP CREDIT
AGRICOLE'S EMPLOYEES MEMBERS OF A COMPANY SAVINGS
PLAN, THIS DELEGATION IS GIVEN FOR A 26-MONTH PERIOD
AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
150,000,000.00 IT SUPERSEDED THE AUTHORIZATION GRANTED
BY THE SHAREHOLDER'S MEETING OF 17 MAY 2006 IN ITS
RESOLUTION NO.26 EXCEPT FOR THE CAPITAL INCREASES
ALREADY DECIDED BY THE BOARD OF DIRECTORS AND THAT
HAVE NOT BEEN CARRIED OUT YET, THE SHAREHOLDERS
MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL ON ONE OR MORE OCCASIONS BY
WAY OF ISSUING NEW SHARES IN FAVOUR OF THE COMPANY
CREDIT AGRICOLE INTERNATIONAL EMPLOYEES, THIS
DELEGATION IS GIVEN FOR AN 18-MONTH PERIOD AND FOR A
NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
40,000,000.00, THE SHAREHOLDERS MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST N/A
INCREASE THE SHARE CAPITAL ON ONE OR MORE OCCASIONS IN
FAVOUR OF THE EMPLOYEES OF SOME OF THE GROUP CREDIT
AGRICOLE S.A.'S LEGAL ENTITIES ESTABLISHED IN THE
UNITED STATES MEMBERS OF A GROUPSAVINGS PLAN IN THE
UNITED STATES, THIS DELEGATION IS GIVEN FOR A NOMINAL
AMOUNT THAT SHALL NOT EXCEED EUR 40,000,000.00 THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR 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 THE
STOCK REPURCHASE PLAN SET FORTH IN RESOLUTION NO.13 OR
IN PREVIOUS AUTHORIZATIONS UP TO A MAXIMUM OF 10% OF
THE SHARE CAPITAL OVER A 24-MONTH PERIOD, THIS
AUTHORIZATION IS GIVEN FOR A 24-MONTH PERIOD IT
SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 17 MAY 2006, THE SHAREHOLDERS
MEETING DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.24: AMEND ARTICLE NUMBER 23 OF THE BYLAWS ISSUER YES FOR N/A
TO COMPLY WITH THE DECREE NO. 2006-1566 OF 11 DEC 2006
MODIFYING THE DECREE NO.67-23 OF 23 MAR 1967 TRADING
COMPANIES
PROPOSAL #E.25: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR 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: 5/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE PARENT ISSUER YES FOR N/A
COMPANY'S 2006 FINANCIAL STATEMENTS AND THE GROUP'S
2006 CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #2.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR N/A
BOARD OF DIRECTORS AND THE EXECUTIVE BOARD DURING THE
2006 FY
PROPOSAL #3.: APPROVE TO REDUCE THE SHARE CAPITAL BY ISSUER YES FOR N/A
CHF 26,894,500 FROM CHF 607,431,006.50 TO CHF
580,536,506.50 BY CANCELING 53,789,000 SHARES WITH A
PAR VALUE OF CHF 0.50 EACH, WHICH WERE ACQUIRED IN THE
PERIOD BETWEEN 16 MAR 2006 AND 15 MAR 2007 PURSUANT
TO THE BUY BACK PROGRAM; ACKNOWLEDGE, ACCORDING TO THE
SPECIAL REPORT OF THE AUDITORS KPMG KLYNVELD PEAT
MARWICK GOERDELER SA THE OBLIGEES CLAIMS ARE FULLY
COVERED AFTER THE SHARE CAPITAL REDUCTION AS REQUIRED
BY ARTICLE 732 PARAGRAPH 2 CO; THAT AS OF THE DATE OF
THE ENTRY OF THE CAPITAL REDUCTION IN THE COMMERCIAL
REGISTER, AMEND ARTICLE 3 PARAGRAPH 1 OF THE ARTICLES
OF ASSOCIATION AS SPECIFIED
PROPOSAL #4.1: APPROVE TO ALLOCATE THE RETAINED ISSUER YES FOR N/A
EARNINGS OF CHF 14,337,238,095 ?COMPRISING RETAINED
EARNINGS BROUGHT FORWARD FROM THE PREVIOUS YEAR OF CHF
3,327,390,120 AND NET PROFIT FOR 2006 OF CHF
11,009,847,975? AS SPECIFIED
PROPOSAL #4.2.: APPROVE TO REDUCE THE SHARE CAPITAL BY ISSUER YES FOR N/A
CHF 534,093,585.98 FROM CHF 580,536,506.50 TO CHF
46,442,920.52 OF SHARES FROM CHF 0.50 TO CHF 0.04 AND
BY REMITTING THE AMOUNT OF THE REDUCTION TO THE
SHAREHOLDERS; ACKNOWLEDGE THAT, ACCORDING TO THE
SPECIAL REPORT OF THE AUDITORS KPMG KLYNVELD PEAT
MARWICK GOERDELER SA THE OBLIGEES CLAIMS ARE FULLY
COVERED AFTER THE SHARE CAPITAL REDUCTION AS REQUIRED
BY ARTICLE 732 PARAGRAPH 2 CO; THAT AS OF THE DATE OF
THE ENTRY OF THE CAPITAL REDUCTION IN THE COMMERCIAL
REGISTER, AMEND ARTICLE 3 PARAGRAPH 1 OF THE ARTICLES
OF ASSOCIATION AS SPECIFIED
PROPOSAL #5.: APPROVE THE BUY BACK OF OWN SHARES OF UP ISSUER YES FOR N/A
TO A MAXIMUM VALUE OF CHF 8 BILLION FOR A PERIOD OF 3
YEARS
PROPOSAL #6.1: APPROVE TO RENEW THE AUTHORIZED CAPITAL ISSUER YES FOR N/A
AND ACCORDINGLY AMEND ARTICLE 27 PARAGRAPH 1, ARTICLE
26B PARAGRAPH 1AND ARTICLE 26 C PARAGRAPH 1OF THE
ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #6.2: AMEND ARTICLE 7 PARAGRAPHS 4 AND 5 OF ISSUER YES FOR N/A
THE ARTICLES OF ASSOCIATION ON THE DATE THE CAPITAL
REDUCTION IS ENTERED IN THE COMMERCIAL REGISTER AS
SPECIFIED
PROPOSAL #6.3: AMEND ARTICLES 26, 26B AND 27 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION AT THE TIME OF THE ENTRY OF
THE SHARE CAPITAL REDUCTION IN THE COMMERCIAL REGISTER
AS SPECIFIED
PROPOSAL #7.1.1: RE-ELECT MR. NOREEN DOYLE AS A ISSUER YES FOR N/A
DIRECTOR FOR A TERM OF 3 YEARS AS STIPULATED IN THE
ARTICLES OF ASSOCIATION
PROPOSAL #7.1.2: RE-ELECT MR. AZIZ R. D. SYRIANI AS A ISSUER YES FOR N/A
DIRECTOR FOR A TERM OF 3 YEARS AS STIPULATED IN THE
ARTICLES OF ASSOCIATION
PROPOSAL #7.1.3: RE-ELECT MR. DAVID W. SYZ AS A ISSUER YES FOR N/A
DIRECTOR FOR A TERM OF 3 YEARS AS STIPULATED IN THE
ARTICLES OF ASSOCIATION
PROPOSAL #7.1.4: RE-ELECT MR. PETER WEIBEL AS A ISSUER YES FOR N/A
DIRECTOR FOR A TERM OF 3 YEARS AS STIPULATED IN THE
ARTICLES OF ASSOCIATION
PROPOSAL #7.2: RE-ELECT KPMG KLYNVEID PEAT MARWICK ISSUER YES FOR N/A
GOERDEIER SA, ZURICH, AS THE INDEPENDENT AUDITORS OF
THE PARENT COMPANY AND THE GROUP FOR A FURTHER TERM OF
1 YEAR
PROPOSAL #7.3: ELECT BDO VISURA, ZURICH, AS THE ISSUER YES FOR N/A
SPECIAL AUDITORS FOR A TERM OF 1 YEAR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CUMMINS INC.
TICKER: CMI CUSIP: 231021106
MEETING DATE: 5/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ELECTION OF DIRECTOR: ROBERT J. DARNALL ISSUER YES FOR FOR
PROPOSAL #02: ELECTION OF DIRECTOR: JOHN M. DEUTCH ISSUER YES FOR FOR
PROPOSAL #03: ELECTION OF DIRECTOR: ALEXIS M. HERMAN ISSUER YES FOR FOR
PROPOSAL #04: ELECTION OF DIRECTOR: F. JOSEPH LOUGHREY ISSUER YES FOR FOR
PROPOSAL #05: ELECTION OF DIRECTOR: WILLIAM I. MILLER ISSUER YES FOR FOR
PROPOSAL #06: ELECTION OF DIRECTOR: GEORGIA R. NELSON ISSUER YES FOR FOR
PROPOSAL #07: ELECTION OF DIRECTOR: THEODORE M. SOLSO ISSUER YES FOR FOR
PROPOSAL #08: ELECTION OF DIRECTOR: CARL WARE ISSUER YES FOR FOR
PROPOSAL #09: ELECTION OF DIRECTOR: J. LAWRENCE WILSON ISSUER YES FOR FOR
PROPOSAL #10: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE YEAR
2007.
PROPOSAL #11: PROPOSAL TO AMEND 2003 STOCK INCENTIVE ISSUER YES FOR FOR
PLAN.
PROPOSAL #12: PROPOSAL TO AMEND RESTATED ARTICLES OF ISSUER YES AGAINST AGAINST
INCORPORATION.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAI NIPPON PRINTING CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
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
PROPOSAL #3.25: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.26: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.27: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.28: 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 FOR N/A
PROPOSAL #4.3: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.4: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5.: APPROVE POLICY REGARDING LARGE-SCALE ISSUER YES AGAINST N/A
PURCHASES OF COMPANY SHARES
PROPOSAL #6.: APPROVE RETIREMENT ALLOWANCE FOR ISSUER YES AGAINST N/A
RETIRING CORPORATE OFFICERS, AND PAYMENT OF ACCRUED
BENEFITS ASSOCIATED WITH ABOLITION OF RETIREMENT
BENEFIT SYSTEM FOR CURRENT CORPORATE OFFICERS
PROPOSAL #7.: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
PROPOSAL #8.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIFUKU CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.15: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.16: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.17: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.18: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.19: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3: APPOINT ACCOUNTING AUDITORS ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIMLERCHRYSLER AG, STUTTGART
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2006 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR N/A
DISTRIBUTABLE PROFIT OF EUR 1,542,245,626.50 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.50 PER NO-PAR
SHARE EX-DIVIDEND AND PAYABLE DATE: 05 APR 2007
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR N/A
MANAGING DIRECTOR S
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF AUDITORS FOR THE 2007 FY: ISSUER YES FOR N/A
KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, FRANKFURT AND
BERLIN
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR N/A
OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
OWN SHARES OF UP TO EUR 267,000,000, 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 04 OCT 2008;
THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZE D
TO USE THE SHARES IN CONNECTION WITH MERGERS AND
ACQUISITIONS, TO USE THE SHARES WITHIN THE COMPANY'S
STOCK OPTION PLAN 2000 OR AS EMPLOYEE SHARES, AND TO
RETIRE THE SHARES
PROPOSAL #7.: ELECTIONS TO THE SUPERVISORY BOARD ISSUER YES FOR N/A
RECOMMENDED PROF. DR. CLEMENS BOERSIG
PROPOSAL #8.: RESOLUTION ON AN AMENDMENT TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION; IN ACCORDANCE WITHTHE NEW
TRANSPARENCY DIRECTIVE IMPLEMENTATION LAW SECTION 20,
REGARDING THE COMPANY BEING AUTHORIZED TO TRANSMIT
INFORMATION T O SHAREHOLDERS BY ELECTRONIC MEANS
PROPOSAL #9a.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: ARTICLE 1 OF THE ARTICLES OF
INCORPORATION, CURRENTLY WORDED THE NAME OF THE
CORPORATION IS DAIMLERCHRYSLER AG; THE REGISTERED
OFFICE OF THE CORPORATION IS IN STUTTGART; IS AMENDED
AS FOLLOWS: THE NAME OF THE CORPORATION IS DAIMLER-
BENZ AG; THE REGISTERED OFFICE OF THE CORPORATION IS
IN STUTTGART
PROPOSAL #9B.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: THE BOARD OF MANAGEMENT IS
AUTHORIZED TO DEFER NOTIFICATION OF THE CHANGE OF NAME
FOR ENTRY IN THE COMMERCIAL REGISTER UNTIL THE
CHRYSLER GROUP IS SEPARATED FROM THE GROUP OR SOLD,
BUT NOT LATER THAN 31 MAR 2008
PROPOSAL #10.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: AMENDMENT TO THE ARTICLES OF
ASSOCIATION IN RESPECT OF THE SHAREHOLDER'S MEETING
BEING HELD IN STUTTGART IF THE PREVIOUS TWO MEETINGS
WERE HELD AT A DIFFERENT PLACE AND THE SHAREHOLDERS
MEETING 2008 BEING EXCLUDED FROM THIS RULE
PROPOSAL #11.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: AMENDMENT TO THE ARTICLES OF
ASSOCIATION IN RESPECT OF THE ELECTION OF THE CHAIRMAN
OF THE SHAREHOLDERS MEETING
PROPOSAL #12.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: AMENDMENT TO THE ARTICLES OF
ASSOCIATION IN RESPECT OF THE AGE-RESTRICTION FOR THE
MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #13.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: AMENDMENT TO THE ARTICLES OF
ASSOCIATION IN RESPECT OF MEMBERS OF THE SUPERVISORY
BOARD BEING INTERDICTED TO BE A MEMBER OF THE BOARD OF
MANAGING DIRECTOR'S OF ANOTHER DAX-30 COMPANY
PROPOSAL #14.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: AMENDMENT TO THE ARTICLES OF
ASSOCIATION IN RESPECT OF SHAREHOLDERS STATEMENTS
PROPOSAL #15.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: AMENDMENT TO THE ARTICLES OF
ASSOCIATION IN CONNECTION WITH SPECIAL COUNTING METHODS
PROPOSAL #16.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: AMENDMENT TO THE ARTICLES OF
ASSOCIATION IN RESPECT OF THE MINUTES OF THE
SHAREHOLDERS MEETING BEING TAKEN
PROPOSAL #17A.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL:THE BOARD OF MANAGEMENT IS
INSTRUCTED TO TAKE THE NECESSARY MEASURES SO THAT A
RESOLUTION ON THE TRANSFORMATION OF THE CORPORATION
INTO A EUROPEAN STOCK CORPORATION (SE) CAN BE VOTED ON
NO LATER THAN THE NEXT ORDINARY ANNUAL MEETING
PROPOSAL #17B: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: THE BOARD OF MANAGEMENT IS
INSTRUCTED TO CONDUCT THE NECESSARY NEGOTIATIONS WITH
THE EMPLOYEE REPRESENTATIVES WITH THE OBJECTIVE THAT
THE SUPERVISORY BOARD SHOULD ONLY HAVE TWELVE MEMBERS
AND THAT THE NEGATIVE IMPACT OF EQUAL NUMBERS OF
MEMBERS REPRESENTING THE SHAREHOLDERS AND THE
EMPLOYEES ON THE PROPENSITY TO INVEST OF CURRENT AND
FUTURE INVESTORS SHOULD BE TAKEN INTO ACCOUNT IN THE
COMPOSITION OF THE SUPERVISORY BOARD
PROPOSAL #18.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS
PER SECTION 142(1) OF THE GERMAN STOCK CORPORATION
ACT IN CONNECTION WITH THE MERGER BETWEEN THE COMPANY
AND CHRYSLER CORPORATION
PROPOSAL #19.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS
PER SECTION 142(1) OF THE GERMAN STOCK CORPORATION
ACT IN CONNECTION WITH THE STOCK OPTION PLAN 2003
PROPOSAL #20.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS
PER SECTION 142(1) OF THE GERMAN STOCK CORPORATION
ACT IN CONNECTION WITH THE INTERVIEW GIVEN BY JUERGEN
SCHREMPP TO FINANCIAL TIMES
PROPOSAL #21.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS
PER SECTION 142(1) OF THE GERMAN STOCK CORPORATION
ACT IN CONNECTION WITH IMPROPER ACTIONS OF CURRENT OF
FORMER MEMBERS OF THE BOARD OF MANAGING DIRECTORS OR
THE SUPERVISORY BOARD
PROPOSAL #22.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS
PER SECTION 142(1) OF THE GERMAN STOCK CORPORATION
ACT IN CONNECTION WITH INCOMPLETE OF INACCURATE
INFORMATION GIVEN BY DR. ZETSCHE AND OTHER EMPLOYEES
OF THE COMPANY
PROPOSAL #23.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST N/A
SHAREHOLDER PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS
PER SECTION 142(1) OF THE GERMAN STOCK CORPORATION
ACT IN CONNECTION WITH THE CONTROL OF THE FORMER
CHAIRMEN OF THE BOARD OF MANAGING DIRECTORS JUERGEN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIWA SECURITIES GROUP INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR N/A
RIGHTS AS STOCK OPTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DARDEN RESTAURANTS, INC.
TICKER: DRI CUSIP: 237194105
MEETING DATE: 9/15/2006 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: 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: TO APPROVE THE AMENDED DARDEN ISSUER YES FOR FOR
RESTAURANTS, INC. 2002 STOCK INCENTIVE PLAN.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING MAY 27, 2007.
PROPOSAL #04: TO CONSIDER A SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
REGARDING A MAJORITY VOTE STANDARD FOR ELECTION OF
DIRECTORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DELL INC.
TICKER: DELL CUSIP: 24702R101
MEETING DATE: 7/21/2006 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: SALLIE L. KRAWCHECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN (A.G.) LAFLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDY C. LEWENT 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: GLOBAL HUMAN RIGHTS STANDARD SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #SH2: DECLARATION OF DIVIDEND SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE BANK AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ESTABLISHED ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND THE MANAGEMENT REPORT FOR THE
2006 FY, WITH THE REPORT OF THE SUPERVISORY BOARD,
PRESENTATION OF THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS WITH THE RELATED MANAGEMENT REPORT
?ACCORDING TO U. S. GAAP? FOR THE 2006 FY
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR N/A
DISTRIBUTABLE PROFIT OF EUR 2,099,072,036 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 4 PER ENTITLED SHARE, EX-
DIVIDEND AND PAYABLE DATE: 25 MAY 2007
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR N/A
MANAGING DIRECTORS FOR THE 2006 FY
PROPOSAL #4.: RATIFICATION OF THE ACTS OF MANAGEMENT ISSUER YES FOR N/A
OF THE SUPERVISORY BOARD FOR THE 2006 FY
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2007 ISSUER YES FOR N/A
FY: KPMG, FRANKFURT
PROPOSAL #6.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER YES FOR N/A
TRADING PURPOSES THE COMPANY SHALL BE AUTHORIZED TO
ACQUIRE AND SELL OWN SHARES, AT PRICES NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON
OR BEFORE 31 OCT 2008, THE TRADING PORTFOLIO OF SHARES
TO BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED 5%
OF THE SHARE CAPITAL AT THE END OF EACH DAY
PROPOSAL #7.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER YES FOR N/A
PURPOSES OTHER THAN TRADING THE COMPANY SHALL BE
AUTHORIZED TO ACQUIRE OWN SHARES OF UP TO 10% OF ITS
SHARE CAPITAL, AT PRICES NEITHER MORE THAN 15% ABOVE,
NOR MORE THAN 20% BELOW, THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 31 OCT 2008, THE BOARD OF
MANAGING DIRECTORS SHALL BE AUTHORIZED TO DISPOSE OF
THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE
OR A RIGHTS OFFERING, INSOFAR AS THEY ARE USED FOR
ACQUISITION PURPOSES, THE SHARES MAY ALSO BE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, OR
RETIRED
PROPOSAL #8.: AUTHORIZATION TO USE DERIVATIVES FOR THE ISSUER YES FOR N/A
ACQUISITION OF OWN SHARES IN CONNECTION WITH ITEM 7,
THE COMPANY MAY ALSO ACQUIRE OWN SHARES USING CALL OR
PUT OPTIONS
PROPOSAL #9.: ELECTIONS TO THE SUPERVISORY BOARD ISSUER YES FOR N/A
PROPOSAL #10.: RATIFICATION OF THE RESOLUTION OF THE ISSUER YES FOR N/A
AGM OF 01 JUN 2006, IN RESPECT OF THE ELECTIONS TO THE
SUPERVISORY BOARD
PROPOSAL #11.: AMENDMENT TO THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION IN RESPECT OF THE SUPERVISORY BOARD
REMUNERATION AS OF THE 2007 FY, THE FIXED ANNUAL
REMUNERATION SHALL BE INCREASED FROM EUR 30,000 TO EUR
60,000, THE DIVIDEND LINKED REMUNERATION SHALL BE
ADJUSTED TO EUR 100 PER EUR 0.01 OF THE DIVIDEND IN
EXCESS OF EUR 1 PER SHARE, AND THE PERFORMANCE LINKED
REMUNERATION TO EUR 1 00 PER EUR 0.01 OF THE AVERAGE
EARNINGS PER SHARE OVER THE PAST 3 YEARS, THE
SUPERVISORY BOARD CHAIRMAN SHALL RECEIVE FOUR TIMES
THE BASIC REMUNERATION ?BUT NO MORE THAN THAT? , AND
THE DEPUTY CHAIRMAN ONE AND ONE HALF TIMES SUCH
REMUNERATION, THE REMUNERATION FOR COMMITTEE MEMBERS
SHALL BE INCREASED TO 100% OF THE BASIC REMUNERATION
ABOVE, 200% FOR COMMITTEE CHAIRMEN
PROPOSAL #12.: AMENDMENT TO THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION AS PER SECTION 30B(3) OF THE SECURITIES
TRADING ACT THE COMPANY SHALL BE AUTHORIZED TO
TRANSMIT INFORMATION TO SHAREHOLDERS BY ELECTRONIC
MEANS
PROPOSAL #13.: AMENDMENT TO THE ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION IN RESPECT OF ADVISORY COMMITTEES, THE
CURRENT, UNIFORM ADVISORY COMMITTEE SHALL BE DIVIDED
INTO REGIONAL COMMITTEES
PROPOSAL #14.: CREATION OF NEW AUTHORIZED CAPITAL, AND ISSUER YES FOR N/A
THE CORRESPONDING AMENDMENT TO THE ARTICLES OF
ASSOCIATION, THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 85,000,000
THROUGH THE ISSUE OF NEW SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 30 APR 2012, SUBSCRIPTION RIGHTS SHALL
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF
SUCH RIGHTS TO HOLDERS OF OPTION OR CONVERSION RIGHTS,
AND FOR THE ISSUE OF SHARES AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, ENTITLED TO VOTE ARE THOSE
SHAREHOLDERS WHO ARE ENTERED IN THE COMPANY'S SHARE
REGISTER AND GIVE NOTICE OF THEIR INTENTION TO ATTEND
THE MEETING ON OR BEFORE 21 MAY 2007, IF YOU WISH US
TO EXERCISE YOUR VOTING RIGHT ON YOUR BEHALF, PLEASE
SEND US YOUR INSTRUCTIONS BY 8 A.M. FRANKFURT TIME ON
18 MAY 2007, AT THE LATEST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE BOERSE AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2006 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND ANNUAL REPORT, AND THE PROPOSAL ON THE
APPROPRIATION OF THE DISTRIBUTABLE PROFIT
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR N/A
DISTRIBUTABLE PROFIT OF EUR 350,000,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 3.40 PER ENTITLED SHARE
EUR 20,161,678.60 SHALL BE ALLOCATED TO THE OTHER
REVENUE RESERVES EX-DIVIDEND AND PAYABLE DATE: 14 MAY
2007
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.: RESOLUTION ON THE INCREASE OF THE SHARE ISSUER YES FOR N/A
CAPITAL FROM COMPANY RESERVES, AND THE CORRESPONDING
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE SHARE
CAPITAL OF EUR 100,000,000 SHALL BE INCREASED TO EUR
200,000,000 THROUGH THE CONVERSION OF CAPITAL RESERVES
OF EUR 100,000,000 AND THE ISSUE OF NEW REGISTERED
SHARES WITH DIVIDEND ENTITLEMENT FROM THE 2007 FY TO
THE SHAREHOLDERS AT A RATIO OF 1:1
PROPOSAL #6.: CREATION OF NEW AUTHORIZED CAPITAL, AND ISSUER YES FOR N/A
THE CORRESPONDING AMENDMENT TO THE ARTICLES OF
ASSOCIATION; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 14,000,000
THROUGH THE ISSUE OF NEW REGISTERED SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 10 MAY 2012
(AUTHORIZED CAPITAL III); SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR RESIDUAL
AMOUNTS AND FOR THE ISSUE OF SHARES FOR ACQUISITION
PURPOSES
PROPOSAL #7.: CREATION OF FURTHER AUTHORIZED CAPITAL, ISSUER YES FOR N/A
AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF
ASSOCIATION; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 6,000,000
THROUGH THE ISSUE OF NEW REGISTERED SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 10 MAY 2012
(AUTHORIZED CAPITAL IV); SHAREHOLDERS SHALL BE GRANTED
SUBSCRIPTION RIGHTS, EXCEPT FOR RESIDUAL AMOUNTS AND
FOR THE ANNUAL ISSUE OF UP TO 900,000 SHARES TO
EMPLOYEES AND EXECUTIVES
PROPOSAL #8.: AUTHORIZATION TO ACQUIRE OWN SHARES; THE ISSUER YES FOR N/A
BOARD OF MANAGING DIRECTORS SHALL BEAUTHORIZED TO
ACQUIRE SHARES OF THE COMPANY OF UP TO 10 PCT. OF ITS
SHARE CAPITAL, AT PRICES NEITHER MORE THAN 20 PCT.
BELOW, NOR MORE THAN 15 PCT. ABOVE, THE MARKET PRICE,
ON OR BEFORE 31 OCT 2008; THE COMPANY SHALL BE
AUTHORIZED TO USE THE SHARES FOR ALL PURPOSES
PERMITTED BY LAW
PROPOSAL #9.: AMENDMENT TO THE ARTICLE OF ASSOCIATION ISSUER YES FOR N/A
IN ACCORDANCE WITH THE NEW TRANSPARENCY DIRECTIVE
IMPLEMENTATION LAW (TUG); THE COMPANY SHALL BE
AUTHORIZED TO TRANSMIT INFORMATION TO SHAREHOLDERS BY
ELECTRONIC MEANS
PROPOSAL #10.: APPOINTMENT OF AUDITORS FOR THE 2007 ISSUER YES FOR N/A
FY: KPMG, BERLIN/FRANKFURT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE LUFTHANSA AG, KOELN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/18/2007 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 2006 FINANCIAL YEAR AS WELL AS THE
REPORT OF THE SUPERVISORY BOARD
PROPOSAL #2.: APPROPRIATION OF THE DISTRIBUTABLE ISSUER YES FOR N/A
PROFIT FOR THE FINANCIAL YEAR
PROPOSAL #3.: APPROVAL OF EXECUTIVE BOARD'S ACTS FOR ISSUER YES FOR N/A
THE 2006 FINANCIAL YEAR
PROPOSAL #4.: APPROVAL OF SUPERVISORY BOARD'S ACTS FOR ISSUER YES FOR N/A
THE FINANCIAL YEAR
PROPOSAL #5.: BY-ELECTION TO THE SUPERVISORY BOARD ISSUER YES FOR N/A
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 ADAPT THEM TO THE LAW IMPLEMENTING THE
TRANSPARENCY DIRECTIVE (TUG)
PROPOSAL #8.: APPOINTMENT OF AUDITORS FOR THE ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS IN THE 2007 FINANCIAL YEAR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE POST AG, BONN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2006 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND ANNUAL REPORT , AND THE REPORT OF THE BOARD OF
MANAGING DIRECTOR'S PURSUANT TO THE SECTIONS 289(4)
AND 315(4) O F THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 1,262,208,021.89 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.75 PER SHARE
EUR 359,348,749.64 SHALL BE ALLOCATED TO THE REVENUE
RESERVES EX-DIVIDEND AND PAYABLE DATE: 9 MAY 2007
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTOR S
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2007 ISSUER NO N/A N/A
FY: PRICEWATERHOUSECOOPERS AG, DUSSELDORF
PROPOSAL #6.: AUTHORIZATION TO ACQUIRE OWN SHARES THE ISSUER NO N/A N/A
COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF
UP TO 10 OF ITS SHARE CAPITAL, AT PRICES NOT DEVIATING
MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES, ON
OR BEFORE 31 OCT 2008; THE BOARD OF MANAGING
DIRECTOR'S SHALL BE AUTHORIZED TO USE THE SHARES FOR
ALL LEGALLY PERMISSIBLE PURPOSES
PROPOSAL #7.: AUTHORIZATION TO ISSUE BONDS, CREATION ISSUER NO N/A N/A
OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTOR'S SHALL BE AUTHORIZED, WITH THE CONSENT OF
THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP TO EUR
1,000,000,000, HAVING A TERM OF UP TO 20 YEARS AND
CONFERRING A CONVERSION OR OPTION RIGHT FOR NEW SHARES
OF THE COMPANY, ON OR BE-FORE 7 MAY 2012;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS,
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH
RIGHTS TO HOLDERS OF PREVIOUSLY ISSUED BONDS, FOR THE
ISSUE OF BONDS AT A PRICE NOT MATERIALLY BELOW THEIR
THEORETICAL MARKET VALUE, AND FOR THE ISSUE OF BONDS
FOR ACQUISITION PURPOSES, THE SHARE CAPITAL SHALL BE
INCREASED ACCORDINGLY BY UP TO EUR 56,000,000 THROUGH
THE ISSUE OF UP TO 56,000,000 NEW REGISTERED SHARES,
INSOFAR AS CONVERSION AND OPTION RIGHTS ARE EXERCISED
PROPOSAL #8.: ELECT INGRID MATTHAEUS-MAIER TO THE ISSUER NO N/A N/A
SUPERVISORY BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEVRO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2007 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 2006, 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 2006
PROPOSAL #3.: RE-ELECT MR. PAT BARRETT AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION UNDER THE PROVISIONS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT DR. GRAEME ALEXANDER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER THE PROVISIONS
OF THE ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE COMPANY'S AUDITORS TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY AND
AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED WITHIN THE COMPANY'S REPORT AND ACCOUNTS FOR
THE YE 31 DEC 2006
PROPOSAL #S.7: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE 1 OR
MORE MARKET PURCHASES ?SECTION 163 ?3?? OF UP TO
16,000,000 ORDINARY SHARES ?REPRESENTING LESS THAN 10%
OF THE COMPANY'S ISSUE SHARE CAPITAL? OF 10P EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 10P
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,
FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF
PURCHASE; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY HELD IN 2008 OR
15 MONTHS?; BEFORE THE EXPIRY, THE COMPANY MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DIAGEO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS AND THE AUDITOR'S ISSUER YES FOR N/A
REPORTS AND THE ACCOUNTS FOR THE YE 30 JUN 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 30 JUN 2006
PROPOSAL #3.: APPROVE THE FINAL DIVIDEND OF 19.15 ISSUER YES FOR N/A
PENCE PER ORDINARY SHARE
PROPOSAL #4.: RE-ELECT LORD HOLLICK OF NOTTING HILL AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #5.: RE-ELECT MR. H. TODD STITZER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. PAUL S. WALSH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. LAURENCE M. DANON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #8.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM
AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY AND
AUTHORIZE THE BOARD TO DETERMINE THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL OTHER SUCH AUTHORITIES, TO ANY ISSUE OF
RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT
1985 AS AMENDED MADE OR OFFERED OR AGREED TO BE MADE
PURSUANT TO SUCH AUTHORITIES PRIOR TO THIS
RESOLUTION BEING PASSED, TO ALLOT RELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 268,684,000
FOR THE PURPOSES AND ON THE TERMS OF THE ARTICLE 10(B)
OF THE COMPANY'S ARTICLE OF ASSOCIATION AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 16 JAN 2008
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSES AND ON THE TERMS OF ARTICLE 10(C) OF THE
COMPANY'S ARTICLES 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, DISAPPLYING SECTION 89(1) OF THAT
ACT, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR ON 16 JAN 2008 ; AND THE DIRECTORS MAY SO
ALLOT IN ACCORDANCE WITH ARTICLE 10(C) THE SECTION 95
PRESCRIBED AMOUNT REFERRED TO IN ARTICLE 10 (C)
SHALL BE GBP 44,140,000
PROPOSAL #S.11: AUTHORIZE THE COMPANY FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985 AS AMENDED
TO MAKE MARKET PURCHASES SECTION 163 OF THAT ACT OF
UP TO 278,571,000 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 THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR ON 16 JAN
2008 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #12.: AUTHORIZE THE COMPANY, FOR THE PURPOSES ISSUER YES ABSTAIN N/A
OF SECTION 347C OF THE COMPANIES ACT 1985 AS AMENDED
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
SECTION 347(A) OF THAT ACT NOT EXCEEDING GBP 200,000
IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE
SECTION 347(A) OF THAT ACT NOT EXCEEDING GBP 200,000
IN TOTAL DURING THE BEGINNING WITH THE DATE OF PASSING
OF THIS RESOLUTION AND ENDING AT THE END OF THE NEXT
AGM OF THE COMPANY OR ON 16 JAN 2008; AND APPROVE THE
AGGREGATE AMOUNT OF THE DONATIONS MADE AND POLITICAL
EXPENDITURE INCURRED BY THE COMPANY PURSUANT TO THIS
RESOLUTION SHALL NOT EXCEED GBP 200,000
PROPOSAL #13.: APPROVE AND ADOPT THE DIAGEO PLC 2006 ISSUER YES FOR N/A
IRISH PROFIT SHARING SCHEME AS SPECIFIED; AND
AUTHORIZE THE BOARD TO DO ALL ACTS AND THINGS WHICH IT
MAY CONSIDER NECESSARY OR DESIRABLE TO CARRY THE SAME
INTO EFFECT AND TO MAKE SUCH CHANGES AS IT MAY
CONSIDER APPROPRIATE FOR THAT PURPOSE, INCLUDING
MAKING ANY CHANGES REQUIRED BY THE IRISH REVENUE
COMMISSIONERS
PROPOSAL #14.: AMEND THE DIAGEO EXECUTIVE SHARE OPTION ISSUER YES FOR N/A
PLAN AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DISCOVERY HOLDING COMPANY
TICKER: DISCA CUSIP: 25468Y107
MEETING DATE: 5/1/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL A. GOULD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. LAVOY ROBINSON ISSUER YES FOR FOR
PROPOSAL #02: AUDITORS RATIFICATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DNB NOR ASA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT 10 MEMBERS AND 18 DEPUTY MEMBERS ISSUER YES FOR N/A
OF COMMITTEE OF REPRESENTATIVES
PROPOSAL #2.: ELECT 4 MEMBERS AND 2 DEPUTY MEMBERS OF ISSUER YES FOR N/A
CONTROL COMMITTEE AS WELL AS THE COMMITTEE CHAIRMAN
AND THE VICE-CHAIRMAN
PROPOSAL #3.: APPROVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR N/A
STATUTORY REPORTS AND THE ALLOCATIONOF INCOME AND
DIVIDENDS OF NOK 3.8 BILLION TO SUBSIDIARIES VITAL
FORSIKRING ASA AND VITAL LINK ASA
PROPOSAL #4.: APPROVE THE REMUNERATION OF THE AUDITORS ISSUER YES FOR N/A
PROPOSAL #5.: APPROVE THE REMUNERATION OF COMMITTEE OF ISSUER YES FOR N/A
REPRESENTATIVES, THE CONTROL COMMITTEE AND NOMINATING
COMMITTEE
PROPOSAL #6.: APPROVE NOK 42.2 MILLION REDUCTION IN ISSUER YES FOR N/A
SHARE CAPITAL VIA CANCELLATION OF 2.8 MILLION TREASURY
SHARES AND REDEMPTION OF 1.4 MILLION SHARES HELD BY
NORWEGIAN STATE
PROPOSAL #7.: GRANT AUTHORITY TO REPURCHASE OF UP TO ISSUER YES FOR N/A
10% OF ISSUED SHARE CAPITAL
PROPOSAL #8.: APPROVE THE REMUNERATION POLICY AND ISSUER YES FOR N/A
OTHER TERMS OF EMPLOYMENT FOR THE EXECUTIVE MANAGEMENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DOGAN SIRKETLER GRUBU HOLDINGS AS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT THE CHAIRMANSHIP ISSUER NO N/A N/A
PROPOSAL #2.: AUTHORIZE THE CHAIRMANSHIP TO SIGN THE ISSUER NO N/A N/A
MINUTES OF THE ASSEMBLY
PROPOSAL #3.: APPROVE AND RATIFY THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ACTIVITY REPORT, AUDITORS REPORT AS WELL
AS OF THE INDEPENDENT AUDITING COMPANY'S REPORT AND
FINANCIAL STATEMENTS OF YEAR 2006
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 TO TAKE DECISION ON THE BOARD OF ISSUER NO N/A N/A
DIRECTORS PROPOSAL CONCERNING THE PROFIT OF THE
PROPOSAL #7.: APPROVE TO DETERMINE THE NUMBER OF THE ISSUER NO N/A N/A
BOARD MEMBERS, HIS/HER TERM IN OFFICE AS WELL AS OF
THE REMUNERATION AND ELECT THE BOARD MEMBERS
PROPOSAL #8.: APPROVE TO DETERMINE THE NUMBER OF THE ISSUER NO N/A N/A
AUDITORS, HIS/HER TERM IN OFFICE AS WELL AS OF THE
REMUNERATION AND ELECT THE AUDITORS
PROPOSAL #9.: APPROVE TO TAKE DECISION ON THE ISSUER NO N/A N/A
RATIFICATION OF THE INDEPENDENT AUDITING COMPANY
ELECTED BY THE BOARD OF DIRECTORS WITHIN THE TERMS OF
CAPITAL MARKET BOARD'S REGULATIONS AND CAPITAL MARKET
LEGISLATION
PROPOSAL #10.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TO DETERMINE THE CONDITIONS OF ISSUING BONDS
AND/OR FINANCIAL BOND AT THE AMOUNT TO WHICH CAPITAL
MARKET BOARD, TURKISH TRADE CODE AND CAPITAL MARKET
LAW ALLOWED AND GRANTED PERMISSION AS WELL AS TO
DETERMINE THE RATE OF THE INTEREST AND DATE OF
PAYMENT, 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 OF THE COMPANIES OPERATING
IN THE SAME FIELD OF BUSINESS IN PERSON OR ON BEHALF
OF OTHER PERSONS AND TO MAKE AL NECESSARY
TRANSACTIONS, IN ACCORDANCE WITH THE ARTICLES 334 AND
335 OF THE TURKISH TRADE CODE
PROPOSAL #12.: ACKNOWLEDGE THE GENERAL ASSEMBLY ABOUT ISSUER NO N/A N/A
THE COMPANY'S POLICY ON DISTRIBUTION
PROPOSAL #13.: ACKNOWLEDGE THE SHAREHOLDERS ABOUT THE ISSUER NO N/A N/A
DONATIONS GIVEN BY THE COMPANY ACROSS THE YEAR 2006
PROPOSAL #14.: WISHES ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DOW JONES & COMPANY, INC.
TICKER: DJ CUSIP: 260561105
MEETING DATE: 4/18/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JON E. BARFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEWIS B. CAMPBELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDUARDO CASTRO-WRIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. ENGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARVEY GOLUB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DIETER VON HOLTZBRINCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK N. NEWMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER BANCROFT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. BROCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL B. ELEFANTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE HILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. PETER MCPHERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID K.P. LI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL SAGAN 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 2007.
PROPOSAL #03: APPROVING THE DOW JONES 2001 LONG-TERM ISSUER YES FOR FOR
INCENTIVE PLAN AS AMENDED AND RESTATED, INCLUDING AN
INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK
RESERVED FOR ISSUANCE THEREUNDER BY 2,100,000 SHARES
FROM 10,500,000 TO 12,600,000 SHARES.
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.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DR.ING. H.C. F.PORSCHE AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND THE ANNUAL REPORT FOR THE 2005/2006 FY 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 NO N/A N/A
DISTRIBUTION PROFIT OF EUR 627,000,000AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 8.94 PER ORDINARY SHARE
AND EUR 9 PER PREFERRED SHARE EUR 470,025,000 SHALL BE
ALLOCATED TO THE OTHER REVENUE RESERVES
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: ELECTIONS TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
RECOMMENDED PROF. DR. ULRICH LEHNER AND MR. HANS-PETER
PORSCHE
PROPOSAL #6.: RESOLUTION ON THE CREATION OF AUTHORIZED ISSUER NO N/A N/A
CAPITAL AND THE CORRESPONDING AMENDMENTS TO THE
ARTICLES OF ASSOCIATION; THE BOARD OF MANAGEMENT
DIRECTORS SHELL BE AUTHORIZED, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE COMPANY'S SHARE
CAPITAL BY UP TO EUR 22,750,000 THROUGH THE ISSUE OF
NEW ORDINARY OR PREFERRED SHARES AGAINST PAYMENT IN
CASH AND/OR KIND, ON OR BEFORE 25 JAN 2012,
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND
IN CONNECTION WITH ACQUISITIONS, HOLDERS OF ONE CLASS
OF SHARES MAY NOT SUBSCRIBE FOR THE OTHER CLASS OF
SHARES
PROPOSAL #7.: RESOLUTION ON THE DELETION OF SECTION ISSUER NO N/A N/A
8(3)3 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #8.: APPOINTMENT OF AUDITORS FOR THE ISSUER NO N/A N/A
2006/2007 FY: ERNST AND YOUNG AG, STATTGRANT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DR.ING. H.C. F.PORSCHE AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVAL OF THE TRANSFER AGREEMENT WITH ISSUER NO N/A N/A
THE COMPANY'S WHOLLY-OWNED SUBSIDIARYPORSCHE VER-
MOEGENSVERWALTUNG AG THE COMPANY SHALL TRANSFER ITS
OPERATIONAL BUSINESS DIVISION TOGETHER WITH DIVISION-
RELATED ASSETS TO PORSCHE VERMOEGENSVERWALTUNG AG, AS
PER 01 AUG 2007
PROPOSAL #2.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY PORSCHE VER-MOEGENSVERWALTUNG AG, EFFECTIVE
FOR A PERIOD OF AT LEAST 5 YEARS
PROPOSAL #3.: AMENDMENT TO THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
IN RESPECT O F THE COMPANY'S NAME BEING CHANGED TO
PORSCHE AUTOMOBIL HOLDING AG AND THE OBJECT OF THE
COMPANY BEING ADJUSTED
PROPOSAL #4.: RESOLUTION ON AMENDMENTS TO THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION IN ACCORDANCE WITH THE NEW
TRANSPARENCY DIRECTIVE IMPLEMENTATION LAW SECTION
3(1), REGARDING ANNOUNCEMENTS OF THE COMPANY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GA-ZETTE IF NO
OTHER FORM OF PUBLICATION IS REQUIRED SECTION 3( 2),
REGARDING THE COMPANY BEING AUTHORIZED TO TRANSMIT
INFORMATION TO SHAREHOLDERS BY ELECTRONIC MEANS
PROPOSAL #5.: APPROVAL OF THE TRANSFORMATION OF THE ISSUER NO N/A N/A
COMPANY INTO A EUROPEAN COMPANY ?SOCIETAS EU-ROPAEA,
SA? AND THE CORRESPONDING AMENDMENTS TO THE ARTICLES
OF ASSOCIATION
PROPOSAL #6.: RESOLUTION ON THE NON-DISCLOSURE OF THE ISSUER NO N/A N/A
IN-DIVIDUAL REMUNERATION FOR MEMBERS OF THE BOARD OF
MANAGING DIRECTORS UNTIL 25 JUN 2012
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DST SYSTEMS, INC.
TICKER: DST CUSIP: 233326107
MEETING DATE: 5/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: A. EDWARD ALLINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL G. FITT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
AND ANNUAL REPORT FOR THE 2006 FY 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 NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 2,209,650,851.15 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 3.35 PER
ENTITLED SHARE; EX-DIVIDEND AND PAYABLE DATE: 04 MAY 07
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER NO N/A N/A
OWN SHARES; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZED TO ACQUIRE SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARE CAPITAL, ON OR BEFORE 03 NOV 2008;
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; THE BOARD OF
MANAGING DIRECTORS SHALL BE AUTHORIZED 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.: APPOINTMENT OF THE AUDITORS FOR THE 2007 ISSUER NO N/A N/A
FY: PRICEWATERHOUSECOOPERS AG, DUESSELDORF
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EAGLE MATERIALS INC.
TICKER: EXP CUSIP: 26969P108
MEETING DATE: 7/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F. WILLIAM BARNETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: O.G. DAGNAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DAVID W. QUINN ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EAST JAPAN RAILWAY COMPANY
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR N/A
OFFICERS
PROPOSAL #5.: SHAREHOLDERS PROPOSALS : PARTIAL ISSUER YES AGAINST N/A
AMENDMENT TO THE ARTICLES OF INCORPORATION (1)
PROPOSAL #6.: SHAREHOLDERS PROPOSALS : REMEDY OF ISSUER YES AGAINST N/A
LABOR POLICIES
PROPOSAL #7.: SHAREHOLDERS PROPOSALS : PARTIAL ISSUER YES FOR N/A
AMENDMENT TO THE ARTICLES OF INCORPORATION (2)
PROPOSAL #8.: SHAREHOLDERS PROPOSALS : PARTIAL ISSUER YES AGAINST N/A
AMENDMENT TO THE ARTICLES OF INCORPORATION (3)
PROPOSAL #9.: SHAREHOLDERS PROPOSALS : PARTIAL ISSUER YES AGAINST N/A
AMENDMENT TO THE ARTICLES OF INCORPORATION (4)
PROPOSAL #10.1: SHAREHOLDERS PROPOSALS : DISMISSAL OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #10.2: SHAREHOLDERS PROPOSALS : DISMISSAL OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #10.3: SHAREHOLDERS PROPOSALS : DISMISSAL OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #10.4: SHAREHOLDERS PROPOSALS : DISMISSAL OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #10.5: SHAREHOLDERS PROPOSALS : DISMISSAL OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #11.1: SHAREHOLDERS PROPOSALS : ELECTION OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #11.2: SHAREHOLDERS PROPOSALS : ELECTION OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #11.3: SHAREHOLDERS PROPOSALS : ELECTION OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #11.4: SHAREHOLDERS PROPOSALS : ELECTION OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #11.5: SHAREHOLDERS PROPOSALS : ELECTION OF ISSUER YES AGAINST N/A
DIRECTORS
PROPOSAL #12.: SHAREHOLDERS PROPOSALS : PROPOSAL FOR ISSUER YES AGAINST N/A
APPROPRIATION OF RETAINED EARNINGS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EATON CORPORATION
TICKER: ETN CUSIP: 278058102
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHRISTOPHER M. CONNOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. CRITELLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES E. GOLDEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNIE GREEN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS INDEPENDENT AUDITOR FOR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EBARA CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.4: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.5: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR N/A
ALLOWANCE FOR RETIRING DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ECI TELECOM LTD.
TICKER: ECIL CUSIP: 268258100
MEETING DATE: 3/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE AN AMENDMENT TO ARTICLE 69 OF ISSUER YES FOR FOR
THE COMPANY'S ARTICLES OF ASSOCIATION, RELATING TO
INDEMNIFICATION OF DIRECTORS AND OTHER OFFICE HOLDERS.
PROPOSAL #1A: I DO NOT HAVE A PERSONAL INTEREST IN ISSUER YES FOR FOR
PROPOSAL 1. (IF YOU DO NOT HAVE A PERSONAL INTEREST,
MARK THE FOR BOX. IF YOU HAVE A PERSONAL INTEREST,
MARK THE AGAINST BOX.)
PROPOSAL #02: SUBJECT TO APPROVAL OF PROPOSAL 1, TO ISSUER YES FOR FOR
APPROVE AN AMENDMENT TO THE TERMS OF DIRECTORS
INDEMNIFICATION.
PROPOSAL #2A: I DO NOT HAVE A PERSONAL INTEREST IN ISSUER YES FOR FOR
PROPOSAL 2. (IF YOU DO NOT HAVE A PERSONAL INTEREST,
MARK THE FOR BOX. IF YOU HAVE A PERSONAL INTEREST,
MARK THE AGAINST BOX.)
PROPOSAL #03: TO APPROVE A CONSULTANCY AGREEMENT WITH ISSUER YES FOR FOR
NIEL RANSOM, ONE OF THE COMPANY'S DIRECTORS.
PROPOSAL #04: TO APPROVE A REGISTRATION RIGHTS ISSUER YES FOR FOR
AGREEMENT IN CONNECTION WITH SHARES HELD BY THE
COMPANY'S TWO LARGEST SHAREHOLDERS.
PROPOSAL #4A: I DO NOT HAVE A PERSONAL INTEREST IN ISSUER YES FOR FOR
PROPOSAL 4. (IF YOU DO NOT HAVE A PERSONAL INTEREST,
MARK THE FOR BOX. IF YOU HAVE A PERSONAL INTEREST,
MARK THE AGAINST BOX.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EIRCOM GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE SCHEME OF ARRANGEMENT TO BE ISSUER YES FOR N/A
MADE BETWEEN THE COMPANY AND THE HOLDERS OF THE SCHEME
SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EIRCOM GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE DIRECTORS TO TAKE ALL ISSUER YES FOR N/A
SUCH ACTION AS THEY CONSIDER NECESSARY OR APPROPRIATE
FOR CARRYING THE SCHEME INTO EFFECTS; APPROVE THE
REDUCTION OF THE SHARE CAPITAL OF THE COMPANY BY
CANCELLING ALL THE SCHEME CONVERTIBLE PREFERENCE
SHARES AND ALL THE CANCELLATION SHARES AS DEFINED IN
THE SCHEME ; APPROVE, FORTHWITH AND CONTINGENTLY UPON
THE REDUCTION OF THE SHARE CAPITAL OF THE COMPANY
REFERRED TO IN PARAGRAPH (B), TO APPROVE THE INCREASE
IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BY THE
CREATION OF NEW ORDINARY SHARES AND THE APPLICATION OF
THE RESERVES ARISING IN THE BOOKS OF THE COMPANY AS A
RESULT OF THE REDUCTIONS OF CAPITAL IN PAYING UP IN
FULL AT PAR THE NEW ORDINARY SHARES CREATED AND
ALLOTTING AND ISSUING THE NAME CREDITED AS HILLY PAID
TO BCMIH AND/OR ITS NOMINEES; AUTHORIZE THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 OF THE COMPANIES ACT TO
ALLOT RELEVANT SECURITIES TO BCMIH; AMEND THE
ARTICLES OF ASSOCIATION OF THE COMPANY BY THE ADOPTION
AND INCLUSION OF NEW ARTICLE 230; AND AMEND THE
ARTICLES OF ASSOCIATION OF THE COMPANY BY THE DELETION
OF EXISTING ARTICLE 20(B) AND THE ADOPTION AND
INCLUSION OF NEW ARTICLE 20(B)
PROPOSAL #S.2: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY BY DELETING THE EXISTING ARTICLE
23(G)(III) AND ADOPT AND INCLUSIVE A NEW ARTICLE
23(G)(III)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EIRCOM GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT AND THE ISSUER YES FOR N/A
ACCOUNTS FOR THE FYE 31 MAR 2006
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE FYE 31 MAR 2006
PROPOSAL #3.: RE-ELECT MR. DAVID MCREDMOND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: RE-ELECT MR. PETER E. LYNCH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. CATHAL MAGEE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. DONAL ROCHE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. JOHN CONROY AS A DIRECTOR ISSUER YES FOR N/A
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 #S.10: AUTHORIZE THE DIRECTORS , SECTION 80, ISSUER YES FOR N/A
TO ALLOT SHARES
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, SECTION 89, ISSUER YES FOR N/A
TO ALLOT EQUITY SECURITIES FOR CASH WITHOUT MAKING A
PRE-EMPTIVE OFFER TO SHAREHOLDERS
PROPOSAL #S.12: AUTHORIZE THE COMPANY TO PURCHASE ITS ISSUER YES FOR N/A
OWN SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELECTRONIC DATA SYSTEMS CORPORATION
TICKER: EDS CUSIP: 285661104
MEETING DATE: 4/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: W. ROY DUNBAR ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: MARTIN C. FAGA ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: S. MALCOLM GILLIS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: RAY J. GROVES ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: ELLEN M. HANCOCK ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: JEFFREY M. HELLER ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: RAY L. HUNT ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: MICHAEL H. JORDAN ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: EDWARD A. KANGAS ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: JAMES K. SIMS ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: R. DAVID YOST ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
PERFORMANCE-BASED STOCK OPTIONS
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SPECIAL SHAREHOLDER YES FOR AGAINST
SHAREHOLDER MEETINGS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELPIDA MEMORY,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #1.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #1.3: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #2: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES FOR N/A
PROPOSAL #3: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR CORPORATE AUDITORS
PROPOSAL #4: ALLOW BOARD TO AUTHORIZE USE OF STOCK ISSUER YES FOR N/A
OPTIONS
PROPOSAL #5: AUTHORIZE USE OF STOCK OPTIONS FOR ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #6: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EMBARQ CORPORATION
TICKER: EQ CUSIP: 29078E105
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PETER C. BROWN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN A. DAVIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL R. HESSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. MULLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM A. OWENS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DINESH C. PALIWAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHANIE M. SHERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURIE A. SIEGEL ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE 2007 FISCAL YEAR.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENCANA CORP MEDIUM TERM NTS CDS-
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RALPH S. CUNNINGHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.2: ELECT MR. PATRICK D. DANIEL AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.3: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: ELECT MR. RANDALL K. ERESMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.5: ELECT MR. MICHAEL A. GRANDIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.6: ELECT MR. BARRY W. HARRISON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. DALE A. LUCAS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: ELECT MR. KEN F. MCCREADY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.9: ELECT MR. VALERIE A.A. NIELSEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.10: ELECT MR. DAVID P. O BRIEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.11: ELECT MR. JANE L. PEVERETT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.12: ELECT MR. ALLAN P. SAWIN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: ELECT MR. DENNIS A. SHARP AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.14: ELECT MR. JAMES M. STANFORD AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #1.15: ELECT MR. WAYNE G. THOMSON AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.: APPOINT THE PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS THE AUDITORS AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #3.: APPROVE TO RECONFIRM THE SHAREHOLDERS ISSUER YES FOR N/A
RIGHTS PLAN
PROPOSAL #4.: AMEND NO. 1 TO THE EMPLOYEE STOCK OPTION ISSUER YES FOR N/A
PLAN AS SPRECIFIED
PROPOSAL #5.: AMEND NO. 2 TO THE EMPLOYEE STOCK OPTION ISSUER YES FOR N/A
PLAN AS SPRECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENDURANCE SPECIALTY HOLDINGS LTD.
TICKER: ENH CUSIP: G30397106
MEETING DATE: 5/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: G. BAILAR* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. BAILY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N. BARHAM* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. BARNES* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. RAVER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T. VAUGHAN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. BAILAR** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. BAILY** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N. BARHAM** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. BARNES** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. BOLINDER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. CARLSEN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. LESTRANGE** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. O'NEILL** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. PERRY** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. RAVER** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. SPASS** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T. VAUGHAN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. WILLIAMSON** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. BOLINDER# ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. CARLSEN# ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. GODFRAY# ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. IZARD# ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. LESTRANGE# ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. MINSHALL# ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. O'NEILL# ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W. BOLINDER+ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. CARLSEN+ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. GODFRAY+ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. IZARD+ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. LESTRANGE+ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. MINSHALL+ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B. O'NEILL+ ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT ERNST & YOUNG AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2007 AND TO
AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE
AUDIT COMMITTEE, TO SET THE FEES FOR THE INDEPENDENT
AUDITORS.
PROPOSAL #03: TO ADOPT THE PROPOSED 2007 EQUITY ISSUER YES FOR FOR
INCENTIVE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, ROMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 06, REPORT OF THE BOARD OF DIRECTORS, AUDITORS AND
INDEPENDENT AUDITORS; INHERENT RESOLUTIONS RELATED TO
FINANCIAL STATEMENT AS AT 31 DEC 2006
PROPOSAL #O.2: APPROVE THE ALLOCATION OF THE NET PROFIT ISSUER NO N/A N/A
PROPOSAL #O.3: APPOINT THE BOARD OF STATUTORY AUDITORS ISSUER NO N/A N/A
PROPOSAL #O.4: APPROVE THE EMOLUMENTS OF THE BOARD OF ISSUER NO N/A N/A
AUDITORS
PROPOSAL #O.5: APPROVE THE EXTENSION OF THE AUDIT ISSUER NO N/A N/A
MANDATE FOR THE YEARS 2008-2009 AND 2010
PROPOSAL #O.6: APPROVE THE STOCK OPTION PLAN RESERVED ISSUER NO N/A N/A
TO THE COMPANY MANAGERS OF ENEL SPA AND TO THOSE OF
THE CONSOLIDATED COMPANIES, AS PER ARTICLE 2359 OF THE
COMPANIES CONSTITUTION
PROPOSAL #E.1: AMEND ARTICLES NO. 14.3, 14.5 AND 20.4 ISSUER NO N/A N/A
OF THE BY-LAWS AS PER THE LEGISLATIVE LAW NO. 262 OF
29 DEC 2006 NO. 303
PROPOSAL #E.2: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE THE SHARE CAPITAL RESERVED TO THE STOCK
OPTION PLAN 2007 UP TO MAXIMUM EUR 27,920,000 BY ISSUE
OF ORDINARY SHARES TO THE COMPANY'S MANAGERS AND TO
THOSE OF THE CONSOLIDATED COMPANIES, TO BE OFFERED IN
OPTION WITHOUT THE RIGHTS OF OPTION AS PER ARTICLE
2441, LAST PARAGRAPH OF COMPANIES CONSTITUTION, AS PER
ARTICLE 134, PARAGRAPH 2 OF THE LEGISLATIVE DECREE
NO. 58 OF 24 FEB 1998; INHERENT AND CONSEQUENT
RESOLUTION; AMEND THE ARTICLE 5 OF THE BY-LAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI SPA, ROMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENT OF THE ISSUER NO N/A N/A
INCORPORATED COMPANY ENIFIN S.P.A AS AT 31 DEC 2006;
RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, OF THE
STATUTORY AUDITORS AND OF THE AUDITING FIRM;
APPROPRIATION OF NET INCOME
PROPOSAL #O.2: APPROVE THE FINANCIAL STATEMENTS OF THE ISSUER NO N/A N/A
INCORPORATED ENI PORTUGAL INVESTMENT S.P.A AS AT 31
DEC 2006; RECEIVE THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE STATUTORY AUDITORS AND OF THE
AUDITING FIRM; APPROPRIATION OF NET INCOME
PROPOSAL #O.3: APPROVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
CONSOLIDATED BALANCE SHEET OF ENI SPA AS AT 31 DEC
2006; RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS,
OF THE STATUTORY AUDITORS AND OF THE AUDITING FIRM
PROPOSAL #O.4: APPROVE THE APPROPRIATION OF NET INCOME ISSUER NO N/A N/A
PROPOSAL #O.5: APPROVE THE AUTHORIZATION FOR THE ISSUER NO N/A N/A
ACQUISITION OF OWN SHARES, AFTER HAVING REVOKED THE
REMAINING PART RELATED TO THE AUTHORIZATION FOR THE
ACQUISITION OF OWN SHARES RESOLVED BY THE MEETING
CALLED ON 25 MAY 2006
PROPOSAL #O.6: APPROVE THE EXTENSION OF THE AUDIT ISSUER NO N/A N/A
MANDATE GIVEN TO PRICEWATERHOUSECOOPERS S.P.A FOR THE
3 YEARS 2007-2009 CONFIRMED BY THE MEETING CALLED ON
28 MAY 2004
PROPOSAL #E.1: AMEND ARTICLES NO. 6.2, 13, 17, 24 AND ISSUER NO N/A N/A
28 OF THE BY-LAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/8/2007 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 30 SEP 2006 TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 2.17P PER ISSUER YES FOR N/A
SHARE
PROPOSAL #3.: RE-APPOINT MR. MICHAEL R. ARROWSMITH AS ISSUER YES FOR N/A
A DIRECTOR IN ACCORDANCE WITH ARTICLE98 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. PETER M. BROOKS AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH ARTICLE 98 OFTHE 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. DAVID S. MCCULLOCH AS A ISSUER YES FOR N/A
DIRECTOR IN ACCORDANCE WITH ARTICLE 98OF 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, 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
2006 ?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
13,513,098; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD
IN 2008 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 AND SELL
RELEVANT SHARES ?SECTION 94(5) OF THE ACT? HELD BY THE
COMPANY AS TREASURY SHARES ?SECTION 94(3) OF THE ACT?
FOR CASH ?SECTION 162D(2) OF THE ACT?, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS ?SECTION 89(1) OF THE
ACT?, PROVIDED THAT THE POWER CONFERRED BY THIS
RESOLUTION SHALL BE 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
2,026,964; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD
IN 2008 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
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 40,539,294 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 THE MAXIMUM PRICE
WHICH MAY BE PAID FOR AN ORDINARY SHARES IS AN AMOUNT
EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SHARES OF THE COMPANY AS DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE
PREVIOUS 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE
DAY ON WHICH THAT ORDINARY SHARE IS PURCHASED;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY TO BE HELD IN 2008 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 FOR N/A
REPORT FOR THE YE 30 SEP 2006
PROPOSAL #12.: APPROVE THE ENODIS PERFORMANCE SHARE ISSUER YES FOR N/A
PLAN ?PLAN?, AS SPECIFIED; AUTHORIZE THEDIRECTOR TO DO
ALL SUCH ACTS AND THINGS AS THEY CONSIDER NECESSARY
OR EXPEDIENT TO CARRY THE PLAN INTO EFFECT AND TO VOTE
AND BE COUNTED IN THE QUORUM, ON ANY MATTER CONNECTED
WITH THE PLAN, NOTWITHSTANDING THAT THEY MAY BE
INTERESTED IN THE SAME ?EXCEPT THAT NO DIRECTOR MAY BE
COUNTED IN A QUORUM OR VOTE IN RESPECT OF HIS OWN
PARTICIPATION?; TO ESTABLISH SUCH FURTHER PLANS, BASED
ON THE PLAN, FOR THE BENEFIT OF EMPLOYEES OUTSIDE THE
UK SUBJECT TO SUCH MODIFICATIONS AS MAY BE NECESSARY
OR DESIRABLE TO TAKE ACCOUNT OF THE SECURITIES LAWS,
EXCHANGE CONTROL OR TAX LEGISLATION OF ANY COUNTRY,
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER THE PLAN
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL PARTICIPATION IN ANY SUCH FURTHER PLANS AND
ANY NEW SHARES MADE AVAILABLE UNDER SUCH PLANS ARE
TREATED AS COUNTING AGAINST ANY LIMITS ON OVERALL
PARTICIPATION IN THE PLAN
PROPOSAL #13.: APPROVE THE AMENDMENTS TO THE 2001 ISSUER YES FOR N/A
EXECUTIVE SHARE OPTION SCHEME, AS SPECIFIED
PROPOSAL #S.14: APPROVE THE DRAFT AMENDMENTS TO THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENTERGY CORPORATION
TICKER: ETR CUSIP: 29364G103
MEETING DATE: 5/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: M.S. BATEMAN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: W.F. BLOUNT ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: S.D. DEBREE ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: G.W. EDWARDS ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: A.M. HERMAN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: D.C. HINTZ ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: J.W. LEONARD ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: S.L. LEVENICK ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: J.R. NICHOLS ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: W.A. PERCY, II ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: W.J. TAUZIN ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: S.V. WILKINSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTANTS FOR 2007.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTION POLICY.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
LIMITATIONS ON MANAGEMENT COMPENSATION.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENTERPRISE INNS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/16/2007 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 2006AND THE
AUDITORS REPORT ON THE ACCOUNTS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 30 SEP 2006
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 18 PENCE PER ISSUER YES FOR N/A
ORDINARY SHARE OF THE COMPANY FOR THE YE 30 SEP 2006,
WHICH SHALL BE PAYABLE TO SHAREHOLDERS WHO ARE ON THE
REGISTER OF MEMBERS AS THE CLOSE OF BUSINESS ON 29
DEC 2006
PROPOSAL #4.: RE-APPOINT MR. DAVID A. HARDING AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-APPOINT MR. W. SIMON TOWNSEND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY, UNTIL THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY
PROPOSAL #7.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR N/A
ERNST & YOUNG LLP'S REMUNERATION AS THE AUDITORS OF
THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL SUBSISTING AUTHORITIES TO THE EXTEND UNUSED,
TO ALLOT RELEVANT SECURITIES ?SECTION 80(2) OF THE
COMPANIES ACT 1985? UP TO AN AGGREGATE NOMINAL VALUE
OF GBP 4,982,879; ?AUTHORITY EXPIRES AT THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2008 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 #9.: APPROVE, CONDITIONAL UPON THE ADMISSION ISSUER YES FOR N/A
OF THE NEW ORDINARY SHARES OF 2 1/2 PENCE EACH ?AS
SPECIFIED? TO THE OFFICIAL LIST OF THE UK LISTING
AUTHORITY AND TO TRADING ON LONDON STOCK EXCHANGE
PLC'S MARKET FOR THE LISTED SECURITIES OCCURRING BY
8:00 A.M. ON 17 JAN 2007 ?OR SUCH OTHER TIME AND/OR
DATE AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION
DETERMINE?, EACH OF THE COMPANY'S ISSUED AND UNISSUED
EXISTING ORDINARY SHARES OF 5 PENCE EACH BE SUB-
DIVIDED INTO 2 NEW ORDINARY SHARES OF 2 1/2 PENCE EACH
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 8, PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
?SECTION 94(2) OF THAT ACT? FOR CASH PURSUANT TO THE
GENERAL AUTHORITY CONFERRED ON THEM BY RESOLUTION 8
AND/OR TO SELL EQUITY SECURITIES 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 OR OFFER OPEN FOR ACCEPTANCE
FOR A PERIOD FIXED BY THE DIRECTORS, TO HOLDERS OF
ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE
NOMINAL VALUE NOT EXCEEDING IN AGGREGATE THE SUM OF
GBP 810,006; ?AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2008 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.11: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES ?SECTION 163(3) OF THE COMPANIES ACT 1985?
OF, IF RESOLUTION 9 IS PASSED, UP TO 89,641,002
ORDINARY SHARES OF 2 1/2 PENCE EACH, AT A MINIMUM
PRICE OF 2 1/2 PENCE AND NOT MORE THAN 105% OF THE
AVERAGE OF THE MARKETS VALUES OF SUCH ORDINARY SHARES
?AS DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON
STOCK EXCHANGE?, FOR THE 5 BUSINESS DAYS; AND THAT
STIPULATED BY ARTICLE 5(1) OF THE BUYBACK AND
STABILIZATION REGULATION ?EC 2273/2003?; OR IF
RESOLUTION 9 IS NOT PASSED, UP TO 44,820,501 ORDINARY
SHARES OF 5 PENCE EACH, AT A MINIMUM PRICE OF 5 PENCE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE MARKETS
VALUES OF SUCH ORDINARY SHARES ?AS DERIVED FROM THE
DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE?, FOR
THE 5 BUSINESS DAYS; AND THAT STIPULATED BY ARTICLE
5(1) OF THE BUYBACK AND STABILIZATION REGULATION ?EC
2273/2003?; ?AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2008 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
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EREGLI DEMIR VE CELIK FABRIKALARI TURK ANONIM SIRKETI
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/22/2007 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 THE BOARD OF DIRECTORS ACTIVITY ISSUER NO N/A N/A
REPORT, AUDITORS REPORT AND AS WELLAS THE
INDEPENDENT EXTERNAL AUDITING COMPANY'S REPORT
PROPOSAL #4.: RECEIVE AND RATIFY THE BALANCE SHEET AND ISSUER NO N/A N/A
THE PROFIT & LOSS STATEMENT OF YEAR 2006 AND APPROVE
THE DISTRIBUTION OF PROFITS
PROPOSAL #5.: APPROVE TO GIVE INFORMATION TO THE ISSUER NO N/A N/A
GENERAL ASSEMBLY ABOUT THE COMPANY'S POLICIES ON
DISTRIBUTION OF PROFIT
PROPOSAL #6.: AMEND THE ARTICLE 7 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION IN LINE WITH THE CAPITAL MARKET BOARD'S
CONCEPT IN ORDER TO PROVIDE THE CONVERSION OF THE
COMPANY SHARES TO THE SAME VARIETY IN ACCORDANCE WITH
THE REGISTER SYSTEM
PROPOSAL #7.: RATIFY THE MID-TERM ELECTIONS FOR THE ISSUER NO N/A N/A
VACATED BOARD MEMBERSHIPS
PROPOSAL #8.: GRANT DISCHARGE TO THE BOARD MEMBERS AND ISSUER NO N/A N/A
THE AUDITORS
PROPOSAL #9.: APPROVE TO DETERMINE THE REMUNERATION ISSUER NO N/A N/A
FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE
AUDITORS
PROPOSAL #10.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #11.: ELECT THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #12.: RATIFY THE INDEPENDENT AUDITING COMPANY ISSUER NO N/A N/A
ELECTION
PROPOSAL #13.: GRANT AUTHORITY TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF THE DIRECTORS TO PARTICIPATE IN ACTIVITIES
INDICATED IN THE ARTICLES 334 AND 335 OF THE TURKISH
TRADE CODE
PROPOSAL #14.: APPROVE TO GIVE INFORMATION ABOUT THE ISSUER NO N/A N/A
DONATIONS GIVEN ACROSS THE YEAR
PROPOSAL #15.: WISHES ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS, REPORT OF THE STATUTORY AUDITOR; REPORT
OF THE WORKS COUNCIL
PROPOSAL #2.A: APPROVE THE ANNUAL ACCOUNTS OF THE ISSUER NO N/A N/A
COMPANY
PROPOSAL #2.B: APPROVE THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS OF THE COLRUYT GROUP
PROPOSAL #3.: APPROVE THE DIVIDEND OF EUR 2,76 ISSUER NO N/A N/A
PROPOSAL #4.: APPROVE THE APPROPRIATION OF THE PROFITS ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE THE DISTRIBUTION OF PROFITS TO ISSUER NO N/A N/A
THE EMPLOYEES OF THE COMPANY WHO HAVE CHOSEN TO
RECEIVE THEIR PROFIT SHARE IN THE FORM OF SHARES
PROPOSAL #6.: GRANT DISCHARGE TO THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #7.: GRANT DISCHARGE TO THE STATUTORY AUDITOR ISSUER NO N/A N/A
PROPOSAL #8.: CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #9.: QUESTIONS AT THE END OF THE MEETING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/13/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ISSUE A MAXIMUM OF 200000 ISSUER NO N/A N/A
SHARES
PROPOSAL #2.: APPROVE TO DETERMINE THE ISSUE PRICE ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE TO WAIVE THE PRE-EMPTIVE ISSUER NO N/A N/A
SUBSCRIPTION RIGHT
PROPOSAL #4.: APPROVE TO INCREASE THE SHARE CAPITAL ISSUER NO N/A N/A
AND TO SET THE MAXIMUM AMOUNT BY WHICH THE SHARE
CAPITAL CAN BE INCREASED
PROPOSAL #5.: APPROVE TO OPEN THE SUBSCRIPTION PERIOD ISSUER NO N/A N/A
ON 17 OCT 2006 AND CLOSE IT ON 17 NOV 2006
PROPOSAL #6.: GRANT AUTHORITY TO THE BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #7.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER NO N/A N/A
COMPANY AND THE BOARD OF DIRECTORS OF THE SUBSIDIARIES
TO ACQUIRE ITS OWN SHARES
PROPOSAL #8.: APPROVE TO REPLACE THE STIPULATION IN ISSUER NO N/A N/A
ARTICLE 7
PROPOSAL #9.: APPROVE TO REPLACE THE STIPULATIONS IN ISSUER NO N/A N/A
ARTICLE 8
PROPOSAL #10.: APPROVE TO INSERT A NEW 2ND AND 3RD ISSUER NO N/A N/A
PARAGRAPH IN THIS ARTICLE
PROPOSAL #11.: APPROVE TO ADD STIPULATIONS TO THE 1ST ISSUER NO N/A N/A
PARAGRAPH OF ARTICLE 24
PROPOSAL #12.: APPROVE THE NULLIFICATION OF 2370000 ISSUER NO N/A N/A
OWN SHARES OF THE COMPANY
PROPOSAL #13.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
IMPLEMENT THE DECISION OF THE EGM AND TO DO EVERYTHING
THAT IS NECESSARY FOR THIS PURPOSE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE SPECIAL REPORT OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS ON THE RENEWAL OF THE AUTHORIZED CAPITAL
PROPOSAL #2.: AMEND THE ARTICLE 9A, FIRST ALINEA OF ISSUER NO N/A N/A
THE ARTICLES OF ASSOCIATION
PROPOSAL #3.: AMEND THE ARTICLE 10, 4TH ALINEA OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION
PROPOSAL #4.: AMEND THE ARTICLE 12 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #5.: AMEND THE ARTICLE 32 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
PROPOSAL #6.: APPROVE TO INSERT AN ALINEA IN THE ISSUER NO N/A N/A
ARTICLE 37 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPROVE TO COORDINATE THE BY-LAWS AND ISSUER NO N/A N/A
POWERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/24/2007 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 CONCERNING THE FY 2006
PROPOSAL #O.2: RECEIVE THE REPORT OF THE COMMITEE OF ISSUER NO N/A N/A
THE AUDITORS CONCERNING THE FYE ON 31 DEC 2006
PROPOSAL #O.3: RECEIVE THE CONSOLIDATED ANNUAL REPORT ISSUER NO N/A N/A
AS ENDED ON 31 DEC 2006
PROPOSAL #O.4: APPROVE THE ANNUAL REPORT AS CLOSED ON ISSUER NO N/A N/A
31 DEC 2006, INCLUDED THE APPROPRIATION OF THE RESULT
PROPOSAL #O.5: GRANT DISCHARGE TO THE DIRECTORS FOR ISSUER NO N/A N/A
THEIR MANDATE FOR THE FY 2006
PROPOSAL #O.6: GRANT DISCHARGE TO THE AUDITORS FOR ISSUER NO N/A N/A
THEIR MANDATE OF THE FY 2006
PROPOSAL #O.7.1: APPROVE TO RE-NOMINATE MR. COUNT ISSUER NO N/A N/A
RICHARD GOBLET D ALVIELLA AS A DIRECTOR FOR A PERIOD
OF 3 YEARS
PROPOSAL #O.7.2: APPROVE TO RE-NOMINATE MR. ROBERT J. ISSUER NO N/A N/A
MURRAY AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.7.3: APPROVE TO RE-NOMINATE DOCTOR WILLIAM ISSUER NO N/A N/A
L. ROPER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
PROPOSAL #O.8.1: ACKNOWLEDGE THAT MR. COUNT RICHARD ISSUER NO N/A N/A
GOBLET D ALVIELLA SATISFIES THE REQUIREMENTS TO ACT
AS AN INDEPENDENT DIRECTOR
PROPOSAL #O.8.2: ACKNOWLEDGE THAT MR. ROBERT J. MURRAY ISSUER NO N/A N/A
SATISFIES THE REQUIREMENTS TO ACT AS AN INDEPENDENT
DIRECTOR
PROPOSAL #O.8.3: ACKNOWLEDGE THAT DOCTOR WILLIAM L. ISSUER NO N/A N/A
ROPER SATISFIES THE REQUIREMENTS TO ACT AS AN
INDEPENDENT DIRECTOR
PROPOSAL #O.9: AMEND THE DELHAIZE GROUP 2002 STOCK ISSUER NO N/A N/A
INCENTIVE PLAN TO INCREASE THE NUMBER OF AMERICAN
DEPOSITARY SHARES WITH 8,000,000
PROPOSAL #O.10: APPROVE THE DELHAIZE GROUP 2007 STOCK ISSUER NO N/A N/A
OPTION PLAN FOR ASSOCIATES OF NON-U.S. COMPANIES
PROPOSAL #O.11: APPROVE THE ACCELERATED VESTING OF ISSUER NO N/A N/A
STOCK OPTIONS UPON A CHANGE OF CONTROL OF DELHAIZE
GROUP
PROPOSAL #O.12: APPROVE AN EARLY REDEMPTION OF BONDS ISSUER NO N/A N/A
UPON A CHANGE OF CONTROL OF DELHAIZE GROUP
PROPOSAL #E13.1: RECEIVE THE EXTRAORDINARY REPORT OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS CONCERNING THE AUTHORIZED
CAPITAL
PROPOSAL #E13.2: APPROVE THE 5TH PARAGRAPH OF ARTICLE ISSUER NO N/A N/A
9A OF THE ARTICLES OF ASSOCIATION CONCERNING THE
AUTHORIZED CAPITAL
PROPOSAL #E.14: AMEND ARTICLE 10, PARAGRAPH 4 OF THE ISSUER NO N/A N/A
ARTICLES OF THE ASSOCIATION CONCERNING THE PURCHASE OF
A MAXIMUM OF 10% OF THE OUTSTANDING SHARES
PROPOSAL #E15.1: AMEND ARTICLE 12 OF THE ARTICLES OF ISSUER NO N/A N/A
THE ASSOCIATION CONCERNING THE SECURITIES IN BEARER OR
IN REGISTERED FORM
PROPOSAL #E15.2: AMEND ARTICLE 31 OF THE ARTICLES OF ISSUER NO N/A N/A
THE ASSOCIATION CONCERNING THE PROCEDURE FOR HOLDERS
OF DEMATERIALIZED SECURITIES
PROPOSAL #E.16: APPROVE THE ADDITION OF A 5TH ISSUER NO N/A N/A
PARAGRAPH TO ARTICLE 37 CONCERNING THE POSSIBILITY TO
VOTE IN WRITING AT ANY GENERAL MEETING
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
IMPLEMENT THE PROPOSALS APPROVED BY SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EUROPEAN AERONAUTIC DEFENCE & SPACE CO EADS NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD ISSUER NO N/A N/A
INCLUDING THE CHAPTER ON CORPORATE GOVERNANCE
PROPOSAL #2.: APPROVE THE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS
PROPOSAL #3.: APPROVE TO ALLOCATE THE INCOME AND ISSUER NO N/A N/A
DIVIDENDS
PROPOSAL #4.: GRANT DISCHARGE TO THE BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #5.: RATIFY ERNST YOUNG AND KPMG ACCOUNTANTS ISSUER NO N/A N/A
AS THE AUDITORS
PROPOSAL #6.: ELECT MR. MICHEL PEBEREAU TO THE BOARD ISSUER NO N/A N/A
OF DIRECTORS
PROPOSAL #7.: ELECT MR. BODO UEBBER TO THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #8.: AMEND THE ARTICLES ISSUER NO N/A N/A
PROPOSAL #9.: AUTHORIZE THE BOARD TO ISSUE SHARES AND ISSUER NO N/A N/A
RESTRICTING, EXCLUDING PREEMPTIVE RIGHTS
PROPOSAL #10.: APPROVE TO CANCEL THE SHARES, ISSUER NO N/A N/A
REPURCHASED BY THE COMPANY
PROPOSAL #11.: GRANT AUTHORITY TO REPURCHASE UP TO 10% ISSUER NO N/A N/A
OF ISSUED SHARE CAPITAL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXXON MOBIL CORPORATION
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/30/2007 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: M.C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S.S. REINEMUND 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 44)
PROPOSAL #03: CUMULATIVE VOTING (PAGE 45) SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: SPECIAL SHAREHOLDER MEETINGS (PAGE 47) SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: BOARD CHAIRMAN AND CEO (PAGE 47) SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: DIVIDEND STRATEGY (PAGE 48) SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SHAREHOLDER ADVISORY VOTE ON EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION (PAGE 50)
PROPOSAL #08: CEO COMPENSATION DECISIONS (PAGE 51) SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: EXECUTIVE COMPENSATION REPORT (PAGE 52) SHAREHOLDER YES AGAINST FOR
PROPOSAL #10: EXECUTIVE COMPENSATION LIMIT (PAGE 53) SHAREHOLDER YES AGAINST FOR
PROPOSAL #11: INCENTIVE PAY RECOUPMENT (PAGE 54) SHAREHOLDER YES AGAINST FOR
PROPOSAL #12: POLITICAL CONTRIBUTIONS REPORT (PAGE 55) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #13: AMENDMENT OF EEO POLICY (PAGE 57) SHAREHOLDER YES FOR AGAINST
PROPOSAL #14: COMMUNITY ENVIRONMENTAL IMPACT (PAGE 58) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #15: GREENHOUSE GAS EMISSIONS GOALS (PAGE 60) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #16: CO2 INFORMATION AT THE PUMP (PAGE 61) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #17: RENEWABLE ENERGY INVESTMENT LEVELS (PAGE SHAREHOLDER YES ABSTAIN AGAINST
62)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAMILYMART CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR N/A
OFFICERS
PROPOSAL #5.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #6.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR N/A
ALLOWANCE FOR RETIRING CORPORATE OFFICERS
PROPOSAL #7.: APPROVE POLICY REGARDING LARGE-SCALE ISSUER YES AGAINST N/A
PURCHASES OF COMPANY SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FEDERAL HOME LOAN MORTGAGE CORPORATI
TICKER: FRE CUSIP: 313400301
MEETING DATE: 9/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BARBARA T. ALEXANDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEOFFREY T. BOISI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHELLE ENGLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT R. GLAUBER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD KARL GOELTZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS S. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. LEWIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE M. MCQUADE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHAUN F. O'MALLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY M. PEEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD F. POE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN A. ROSS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD F. SYRON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 2006.
PROPOSAL #03: A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES ABSTAIN AGAINST
CHARITABLE CONTRIBUTIONS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FEDERAL HOME LOAN MORTGAGE CORPORATI
TICKER: FRE CUSIP: 313400301
MEETING DATE: 6/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: BARBARA T. ISSUER YES FOR FOR
ALEXANDER
PROPOSAL #1B: ELECTION OF DIRECTOR: GEOFFREY T. BOISI ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: MICHELLE ENGLER ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ROBERT R. GLAUBER ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: RICHARD KARL GOELTZ ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: THOMAS S. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: WILLIAM M. LEWIS, ISSUER YES FOR FOR
JR.
PROPOSAL #1H: ELECTION OF DIRECTOR: EUGENE M. MCQUADE ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: SHAUN F. O MALLEY ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: JEFFREY M. PEEK ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: NICOLAS P. RETSINAS ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: STEPHEN A. ROSS ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: RICHARD F. SYRON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 2007.
PROPOSAL #03: APPROVAL OF THE AMENDMENT AND ISSUER YES FOR FOR
RESTATEMENT OF THE 1995 DIRECTORS STOCK COMPENSATION
PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FEDERATED DEPARTMENT STORES, INC.
TICKER: FD CUSIP: 31410H101
MEETING DATE: 5/18/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: SARA LEVINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH NEUBAUER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH PICHLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KARL VON DER HEYDEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CRAIG E. WEATHERUP ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
FEDERATED'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2008.
PROPOSAL #03: TO APPROVE AN AMENDMENT TO FEDERATED'S ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO CHANGE THE CORPORATE
NAME.
PROPOSAL #04: TO APPROVE FEDERATED'S 1992 INCENTIVE ISSUER YES FOR FOR
BONUS PLAN, AS AMENDED.
PROPOSAL #05: TO APPROVE THE ISSUANCE OF COMMON STOCK ISSUER YES FOR FOR
UNDER THE DIRECTOR DEFERRED COMPENSATION PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIAT SPA, TORINO
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AS AT ISSUER NO N/A N/A
31 DEC 2006 AND REPORT ON OPERATIONS, FOR THE
ALLOTMENT OF THE NET INCOME FOR THE YEAR
PROPOSAL #2.: APPROVE THE BUY BACK PLAN ?PURCHASE AND ISSUER NO N/A N/A
SALE OF OWN SHARES?, INHERENT AND CONSEQUENT
RESOLUTIONS
PROPOSAL #3.: APPROVE THE INCENTIVE PLAN PURSUANT TO ISSUER NO N/A N/A
ARTICLE 114 BIS OF LEGISLATIVE DECREE 58/98, INHERENT
AND CONSEQUENT RESOLUTIONS
PROPOSAL #4.: AMEND THE COMPANY BY-LAWS FOR THE ISSUER NO N/A N/A
FOLLOWING ARTICLES: N. 9 ?MEETING REGULATIONS AND
VALIDITY OF THE RESOLUTIONS?, N.11 ?BOARD OF
DIRECTORS?, N.12 ?CORPORATE OFFICES, COMMITTEES,
REMUNERATION TO BE GIVEN TO THE BOARD OF DIRECTORS?,
N.13 ?MEETINGS AND DUTIES OF THE BOARD OF DIRECTORS?
AND N.17 ?APPOINTMENT AND QUALIFICATIONS OF THE
STATUTORY AUDITORS?, INHERENT AND CONSEQUENT
RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIDELITY NATIONAL FINANCIAL, INC.
TICKER: FNF CUSIP: 31620R105
MEETING DATE: 5/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CARY H. THOMPSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DANIEL D. (R0N) LANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GENERAL WILLIAM LYON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD N. MASSEY ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE 2007 FISCAL YEAR.
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ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE INJECTION AND THE PLACEMENT; ISSUER YES FOR N/A
AND AUTHORIZE THE BOARD OF DIRECTORSOF THE COMPANY ON
BEHALF OF THE COMPANY TO APPROVE AND IMPLEMENT THE
INJECTION AND THE PLACEMENT AND ALL INCIDENTAL MATTERS
AND TO TAKE ALL ACTIONS IN CONNECTION THEREWITH OR
ARISING THEREFROM RELATING TO THE INJECTION AND THE
PLACEMENT AS THEY SHALL THINK FIT; FOR THIS PURPOSE:
I) INJECTION MEANS THE SEPARATE LISTING OF THE SHARES
IN CITYAXIS HOLDINGS LIMITED ?FORMERLY KNOWN AS ISG
ASIA LIMITED? ?CITYAXIS?, ON THE MAINBOARD OF THE
SINGAPORE EXCHANGE SECURITIES TRADING LIMITED BY MEANS
OF A REVERSE TAKEOVER OF CITYAXIS THROUGH THE
TRANSFER TO CITYAXIS OR ITS SUBSIDIARIES OF A 90%
INDIRECT SHAREHOLDING INTEREST IN PT SALIM IVOMAS
PRATAMA HELD BY PT INDOFOOD SUKSES MAKMUR TBK AND ITS
SUBSIDIARIES IN CONSIDERATION OF THE ISSUE OF NEW
SHARES BY CITYAXIS; AND II) PLACEMENT MEANS THE
PROPOSED ISSUE OF NEW SHARES IN CITYAXIS UPON
COMPLETION OF THE INJECTION FOR THE PURPOSES OF
MEETING THE SHAREHOLDING SPREAD AND DISTRIBUTION
REQUIREMENTS OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED AND TO RAISE FUNDS FOR THE ENLARGED
CITYAXIS GROUP; IN EACH CASE, AS SPECIFIED, SUBJECT TO
ANY VARIATIONS OR CHANGES WHICH ARE CONSIDERED BY THE
COMPANY'S DIRECTORS TO BE NECESSARY OR DESIRABLE AND
IN THE BEST INTERESTS OF THE COMPANY AND ITS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ACQUISITION OF 111,415 ISSUER YES FOR N/A
ISSUED COMMON SHARES?SALE SHARES? OF PHILIPPINE
TELECOMMUNICATIONS INVESTMENT CORPORATION ?PTIC?,
REPRESENTING APPROXIMATELY 46% OF THE ISSUED COMMON
SHARES IN PTIC BY THE COMPANY AND/OR ANY
SUBSIDIARY?IES? OF THE COMPANY AND THE ENTRY INTO BY
THE COMPANY AND/OR ANY SUBSIDIARY?IES? OF THE COMPANY
OF ANY AND ALL DOCUMENTS CONSIDERED BY THE DIRECTORS
OF THE COMPANY TO BE NECESSARY OR DESIRABLE TO BE
ENTERED INTO IN CONNECTION WITH THE PURCHASE OF THE
SALE SHARES?INCLUDING BUT NOT LIMITED TO A SALE AND
PURCHASE AGREEMENT (SALE AND PURCHASE AGREEMENT)?
PROPOSED TO BE ENTERED INTO BETWEEN METRO PACIFIC
ASSETS HOLDINGS, INC ?MPAH?, A SUBSIDIARY OF THE
COMPANY AND PHILIPPINE GOVERNMENT ?AND/OR ITS
AGENCIES, INSTRUMENTALITIES AND/OR BODIES CORPORATE?
FOR THE SALE OF THE SALE SHARES BY THE PHILIPPINE
GOVERNMENT ?AND/OR ITS AGENCIES, INSTRUMENTALITIES
AND/OR BODIES CORPORATE? TO MPAH AND AN ESCROW
AGREEMENT ?ESCROW AGREEMENT? PROPOSED TO BE ENTERED
INTO BETWEEN THE PHILIPPINE GOVERNMENT?AND/OR ITS
AGENCIES, INSTRUMENTALITIES AND/OR BODIES CORPORATE?
MPAH, AND THE COMPANY, AMONGST OTHERS, FOR THE HOLDING
OF ONE HALF OF THE PURCHASE PRICE FOR THE SALE SHARES
IN ESCROW PENDING COMPLETION OF THE SALE AND PURCHASE
AGREEMENT; AND AUTHORIZE ANY EXECUTIVE DIRECTOR TO
ARRANGE FOR THE EXECUTION OF SUCH DOCUMENTS?INCLUDING
BUT NOT LIMITED TO THE SALE AND PURCHASE AGREEMENT AND
THE ESCROW AGREEMENT? IN SUCH MANNER AS HE MAY
CONSIDER NECESSARY OR DESIRABLE AND TO DO, OR
AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY?IES? TO
DO, WHATEVER ACTS AND THINGS HE MAY CONSIDER NECESSARY
OR DESIRABLE OR EXPEDIENT FOR THE PURPOSE OF, OR IN
CONNECTION WITH, THE IMPLEMENTATION OF THE PURCHASE OF
THE SALE SHARES AND/OR THE DOCUMENTS REFERRED TO
ABOVE AND/OR ANY MATTER RELATED THERETO AND TO MAKE OR
AGREE, OR AUTHORIZE THE COMPANY AND/OR ANY
SUBSIDIARY?IES? TO MAKE OR AGREE, SUCH AMENDMENTS OR
VARIATIONS THERETO, AND TO GRANT, OR AUTHORIZE THE
COMPANY AND/OR AND SUBSIDIARY?IES? TO GRANT, ANY
WAIVERS OF ANY CONDITIONS PRECEDENT OR OTHER
PROVISIONS OF SUCH DOCUMENTS AS ANY EXECUTIVE DIRECTOR
OF THE COMPANY IN HIS DISCRETION CONSIDERS TO BE
DESIRED AND IN THE INTEREST OF THE COMPANY
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ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/1/2007 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 2006
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF HKD 3.50 ISSUER YES FOR N/A
CENTS (USD 0.45 CENT) PER ORDINARY SHAREFOR THE YE 31
DEC 2006
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.i: RE-ELECT MR. MANUEL V. PANGILINAN AS ISSUER YES AGAINST N/A
THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER 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 THE DATE OF THE COMPANY'S AGM TO BE HELD IN
THE CALENDAR YEAR 2010 OR 31 MAY 2010 OR THE DATE ON
WHICH MR. MANUEL V. PANGILINAN RETIRES BY ROTATION
PURSUANT TO THE CODE ON CORPORATE GOVERNANCE PRACTICES
ADOPTED BY THE COMPANY ?THE CODE? AND/OR THE BYE-LAWS
PROPOSAL #4.ii: RE-ELECT MR. EDWARD A. TORTORICI AS AN 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 THE DATE OF THE
COMPANY'S AGM TO BE HELD IN THE CALENDAR YEAR 2010 OR
31 MAY 2010 OR THE DATE ON WHICH MR. EDWARD A.
TORTORICI RETIRES BY ROTATION PURSUANT TO THE CODE
AND/OR THE BYE-LAWS
PROPOSAL #4.iii: RE-ELECT MR. DAVID TANG AS AN ISSUER YES FOR N/A
INDEPENDENT NON-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 THE
DATE OF THE COMPANY'S AGM TO BE HELD IN THE CALENDAR
YEAR 2010 OR 31 MAY 2010 OR THE DATE ON WHICH MR.
DAVID TANG RETIRES BY ROTATION PURSUANT TO THE CODE
AND/OR THE BYE-LAWS
PROPOSAL #4.iv: RE-ELECT PROF. EDWARD K.Y. CHEN AS AN ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR
A FIXED TERM OF NOT MORE THAN 3 YEARS, COMMENCING ON
THE DATE OF THIS AGM AND ENDING ON THE EARLIER OF THE
DATE OF THE COMPANY'S AGM TO BE HELD IN THE CALENDAR
YEAR 2010 OR 31 MAY 2010 OR THE DATE ON WHICH PROF.
EDWARD K.Y. CHEN RETIRES BY ROTATION PURSUANT TO THE
CODE AND/OR THE BYE-LAWS
PROPOSAL #5.i: 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.ii: APPROVE TO FIX THE REMUNERATION OF THE ISSUER YES FOR N/A
INDEPENDENT NON-EXECUTIVE DIRECTORS ATTHE 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 AGAINST N/A
COMPANY TO RE-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
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST N/A
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS ?INCLUDING BONDS, WARRANTS AND DEBENTURES
CONVERTIBLE INTO SHARES OF THE COMPANY?, DURING THE
AND AFTER THE RELEVANT PERIOD, THE AGGREGATE NOMINAL
AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED
?WHETHER PURSUANT TO AN OPTION OR OTHERWISE?, BY THE
DIRECTORS OF THE COMPANY, OTHERWISE THAN PURSUANT TO
I) A RIGHTS ISSUE, OR 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, OR III)
THE EXERCISE OF OPTIONS GRANTED UNDER ANY SHARE OPTION
SCHEME ADOPTED BY THE COMPANY, 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 BYE-LAWS OF THE COMPANY, SHALL NOT EXCEED 20% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY IN ISSUE AS AT THE DATE OF 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 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 MAY BE
LISTED, AND WHICH IS RECOGNIZED FOR THIS PURPOSE BY
THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND
THE STOCK EXCHANGE, 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
?THE LISTING RULES?, THE AGGREGATE NOMINAL AMOUNT OF
SHARE CAPITAL WHICH MAY BE PURCHASED OR AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE PURCHASED BY
THE DIRECTORS OF THE COMPANY SHALL NOT EXCEED 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY IN ISSUE AS AT THE DATE OF 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 EITHER BY LAW OR BY THE
COMPANY'S BYE-LAWS TO BE HELD?
PROPOSAL #9.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES AGAINST N/A
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
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
RESOLUTION 7
PROPOSAL #10.: APPROVE AND ADOPT THE NEW EXECUTIVE ISSUER YES AGAINST N/A
STOCK OPTION PLAN OF METRO PACIFIC INVESTMENTS
CORPORATION ?METRO PACIFIC?, THE TERMS AS SPECIFIED
AND AUTHORIZE THE DIRECTORS OF METRO PACIFIC TO GRANT
OPTIONS TO SUBSCRIBE FOR SHARES OF METRO PACIFIC THERE
UNDER, ALLOT AND ISSUE SHARES OF METRO PACIFIC
PURSUANT TO THE EXERCISE OF ANY OPTIONS WHICH MAY BE
GRANTED UNDER THE EXECUTIVE STOCK OPTION PLAN AND
EXERCISE AND PERFORM THE RIGHTS, POWERS AND
OBLIGATIONS OF METRO PACIFIC THERE UNDER AND DO ALL
SUCH THINGS AND TAKE ALL SUCH ACTIONS AS THE DIRECTORS
OF METRO PACIFIC MAY CONSIDER TO BE NECESSARY OR
DESIRABLE IN CONNECTION WITH THE FOREGOING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST PACIFIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE AGREEMENTS RELATING TO THE ISSUER YES FOR N/A
PROVISION OF RELATED TECHNICAL SERVICES AND THE
LICENSING OF RELATED TRADEMARKS BY INDOFOOD ?AS
SPECIFIED? FROM TIME TO TIME TO SAWAB?AS SPECIFIED?
AND THE AGREEMENTS RELATING TO THE PROVISION OF RAW
MATERIALS OR FINISHED AND PACKAGING PRODUCTS BY THE
INDOFOOD GROUP TO SAWAB ?AS SPECIFIED? ?TOGETHER THE
SAWAB AGREEMENTS ? AND THE ANNUAL CAPS ?AS SPECIFIED?
IN RESPECT OF THE YEARS 2007, 2008AND 2009 IN RESPECT
OF THE SAWAB AGREEMENTS
PROPOSAL #2.: APPROVE THE RENEWAL, FOR A FURTHER TERM ISSUER YES FOR N/A
OF 3 YEARS, OF THE SALE AND SUPPLY AGREEMENT ENTERED
INTO BETWEEN FID ?AS SPECIFIED? AND DUFIL ?AS
SPECIFIED?, WHICH IS DUE TO EXPIRE IN 2008,?AS
SPECIFIED?, THE PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED BY THAT AGREEMENT AND THE ANNUAL CAPS?AS
SPECIFIED? IN RESPECT OF THE FYE 31 DEC 2008 AND 2009,
APPLICABLE TO THAT AGREEMENT AS SPECIFIED AND
AUTHORIZE THE 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 RENEWAL, FOR A FURTHER TERM ISSUER YES FOR N/A
OF 3 YEARS, OF THE SALE AND SUPPLY AGREEMENT ENTERED
INTO BETWEEN CKA?AS SPECIFIED? AND DUFIL ?AS
SPECIFIED?, WHICH IS DUE TO EXPIRE IN 2008, ?AS
SPECIFIED?, THE PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED BY THAT AGREEMENT AND THE ANNUAL CAPS ?AS
SPECIFIED? IN RESPECT OF THE FYE 31 DEC 2008 AND
2009, APPLICABLE TO THAT AGREEMENT AS SPECIFIED AND
AUTHORIZE THE 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 #4.: APPROVE THE ANNUAL CAP IN RESPECT OF THE ISSUER YES FOR N/A
FYE 31 DEC 2009 IN RESPECT OF THE AGREEMENT TO BE
ENTERED INTO BETWEEN INDOFOOD ?AS SPECIFIED? AND DUFIL
?AS SPECIFIED? IN RESPECT OF TRADEMARK LICENSING AND
TECHNICAL ASSISTANCE SERVICES ?AS SPECIFIED?
PROPOSAL #5.: APPROVE THE RENEWAL, FOR A FURTHER TERM ISSUER YES FOR N/A
OF THREE YEARS, OF THE SALE AND SUPPLY AGREEMENT
ENTERED INTO BETWEEN FID ?AS SPECIFIED? AND PINEHILL
?AS SPECIFIED?, WHICH IS DUE TO EXPIRE IN 2008, ?AS
SPECIFIED?, THE PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED BY THAT AGREEMENT AND THE ANNUAL CAPS ?AS
DEFINED SPECIFIED? IN RESPECT OF THE FYE 31 DEC 2007,
2008 AND 2009, APPLICABLE TO THAT AGREEMENT AS
SPECIFIED AND AUTHORIZE THE 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 #6.: APPROVE THE RENEWAL, FOR A FURTHER TERM ISSUER YES FOR N/A
OF 3 YEARS, OF THE SALE AND SUPPLY AGREEMENT ENTERED
INTO BETWEEN CKA ?AS SPECIFIED? AND PINEHILL ?AS
SPECIFIED?, WHICH IS DUE TO EXPIRE IN 2008, ?AS
SPECIFIED?, THE PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED BY THAT AGREEMENT AND THE ANNUAL CAPS ?AS
SPECIFIED? IN RESPECT OF THE FYE 31 DEC 2008 AND
2009, APPLICABLE TO THAT AGREEMENT AS SPECIFIED AND
AUTHORIZE THE 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 ANNUAL CAP IN RESPECT OF THE ISSUER YES FOR N/A
FYE 31 DEC 2009 IN RESPECT OF THE AGREEMENT IN
RESPECT OF TRADEMARK LICENSING ENTERED INTO BETWEEN
INDOFOOD ?AS SPECIFIED? AND PINEHILL ?AS SPECIFIED?
PROPOSAL #8.: APPROVE THE AGREEMENT IN RESPECT OF ISSUER YES FOR N/A
PROVISION OF TECHNICAL ASSISTANCE SERVICES ENTERED
INTO BETWEEN PIPS ?AS SPECIFIED? AND PINEHILL ?AS
SPECIFIED?, WHICH IS DUE TO EXPIRE IN 2008, ?AS
SPECIFIED?, THE PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED BY THAT AGREEMENT AND THE ANNUAL CAPS ?AS
SPECIFIED? IN RESPECT OF THE FYE 31 DEC 2007, 2008
AND 2009, APPLICABLE TO THAT AGREEMENT AS SPECIFIED
AND AUTHORIZE THE 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 #9.: APPROVE THE NOODLES SUPPLY AND SERVICES ISSUER YES FOR N/A
AGREEMENT TO BE ENTERED INTO BETWEEN INDOFOOD ?AS
DEFINED IN THE CIRCULAR? AND SWGL ?AS DEFINED IN THE
CIRCULAR? IN RESPECT OF EGYPT, SUDAN AND YEMEN, IN
RELATION TO CERTAIN CONTINUING CONNECTED TRANSACTIONS
BETWEEN THOSE PARTIES AND/OR MEMBERS OF THEIR
RESPECTIVE GROUPS IN RESPECT OF THE NOODLES BUSINESS
TRANSACTIONS CARRIED ON BY THE INDOFOOD GROUP OF
COMPANIES?AS MORE PARTICULARLY DESCRIBED IN TABLE E
SET OUT ON PAGE 21 OF THE LETTER FROM THE BOARD
SECTION OF THE CIRCULAR?, THE PERFORMANCE OF THE
TRANSACTIONS CONTEMPLATED BY THOSE AGREEMENTS AND THE
ANNUAL CAPS?AS DEFINED IN THE CIRCULAR? APPLICABLE TO
THAT AGREEMENT AS SPECIFIED AND AUTHORIZE THE 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 THOSE AGREEMENTS.
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ISSUER: FIRSTENERGY CORP.
TICKER: FE CUSIP: 337932107
MEETING DATE: 5/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL T. ADDISON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY J. ALEXANDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. CAROL A. CARTWRIGHT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM T. COTTLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. HEISLER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNEST J. NOVAK, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CATHERINE A. REIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE M. SMART ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WES M. TAYLOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JESSE T. WILLIAMS, SR. ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVAL OF THE FIRSTENERGY CORP. 2007 ISSUER YES FOR FOR
INCENTIVE PLAN
PROPOSAL #04: SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SHAREHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: SHAREHOLDER PROPOSAL SHAREHOLDER YES FOR AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/23/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR N/A
AND THE STATUTORY REPORTS FOR YE 30 JUN 2006
PROPOSAL #2.: APPROVE TO CONFIRM THE FINAL DIVIDEND OF ISSUER YES FOR N/A
34.0 CENTS PER SHARE DECLARED 19 SEP2006
PROPOSAL #3.1: RE-ELECT MR. LAURITZ LANSER DIPPENAAR ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #3.2: RE-ELECT MS. VIVIAN WADE BARTLETT AS A ISSUER YES AGAINST N/A
DIRECTOR
PROPOSAL #3.3: RE-ELECT MR. DAVID JOHN ALISTAIR CRAIG ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #3.4: RE-ELECT MR. PATRICK MAGUIRE GOSS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.5: RE-ELECT MR. BENEDICT JAMES VAN DER ISSUER YES FOR N/A
ROSS AS A DIRECTOR
PROPOSAL #4.: APPOINT MR. SIZWE ERROL NXASANA AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: APPROVE THE REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS FOR YE JUN 2006
PROPOSAL #6.: APPROVE THE REMUNERATION OF THE ISSUER YES FOR N/A
DIRECTORS FOR 2007 FY
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS INC AS ISSUER YES FOR N/A
THE AUDITORS
PROPOSAL #8.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #9.: APPROVE TO PLACE THE UNISSUED SHARES ISSUER YES AGAINST N/A
UNDER THE CONTROL OF THE DIRECTORS
PROPOSAL #10.: APPROVE TO ISSUE SHARES WITHOUT PRE- ISSUER YES FOR N/A
EMPTIVE RIGHTS UP TO A MAXIMUM OF 10% OF THE ISSUED
CAPITAL
PROPOSAL #S.11: GRANT AUTHORITY TO REPURCHASE UP TO ISSUER YES FOR N/A
20% OF THE ISSUED SHARE CAPITAL
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ISSUER: FLEETWOOD ENTERPRISES, INC.
TICKER: FLE CUSIP: 339099103
MEETING DATE: 9/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARGARET S. DANO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. JAMES L. DOTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID S. ENGELMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL D. VILLANUEVA ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2007.
PROPOSAL #03: TO CONSIDER AND ACT UPON SUCH OTHER ISSUER YES AGAINST AGAINST
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FONDIARIA - SAI SPA, FIRENZE
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/1/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO REDUCE THE SHARE CAPITAL FROM ISSUER NO N/A N/A
EUR 177,680,822.00 TO EUR 168,190,610.00 BY CANCELING
ALL 9,490,212 OWN ORDINARY SHARES HELD BY THE COMPANY
IN ORDER TO OPTIMIZE THE STRUCTURE OF THE COMPANY'S
ASSETS; AND AMEND ARTICLE 5 OF THE COMPANY'S BY-LAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FONDIARIA - SAI SPA, FIRENZE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE COMMON REPRESENTATIVES OF ISSUER NO N/A N/A
SAVINGS SHAREHOLDERS FOR THE YEARS 2007-2009
PROPOSAL #2.: APPROVE THE DETERMINATION OF COMMON ISSUER NO N/A N/A
REPRESENTATIVE OF SAVING SHAREHOLDERS EMOLUMENT FOR
THE YEARS 2007-2009
PROPOSAL #3.: APPROVE THE EXPENSES FUND SAFEGUARDING ISSUER NO N/A N/A
THE COMMON INTERESTS OF THE SAVINGS SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FONDIARIA - SAI SPA, FIRENZE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE BALANCE SHEET AS OF 31 DEC ISSUER NO N/A N/A
2006; THE BOARD OF DIRECTORS REPORT AS OF ARTICLE 153
OF LEGISLATIVE DECREE N. 58. 1998 AND AUDITING THE
COMPANY'S REPORT; RELATED AND CONSEQUENT RESOLUTIONS
PROPOSAL #O.2: APPROVE THE RESOLUTIONS ABOUT OWN ISSUER NO N/A N/A
SHARES AS OF ARTICLES 2357 AND 2357 TER OF THE CIVIL
CODE
PROPOSAL #O.3: APPROVE THE RESOLUTIONS ABOUT SHARES OF ISSUER NO N/A N/A
PREMAFIN FINANZIARIA S.P.A ?CONTROLLING COMPANY?, AS
OF ARTICLE 1259 BIS OF THE CIVIL CODE
PROPOSAL #E.1: AMEND THE BY-LAWS IN ORDER TO CONFORM ISSUER NO N/A N/A
IT TO THE LAW N.262 OF 28 DEC 2005 AND TO LEGISLATIVE
DECREE N. 303 OF 29 DEC 2006; RELATED AND CONSEQUENT
RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FONDIARIA - SAI SPA, FIRENZE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENT AS AT ISSUER NO N/A N/A
31 DEC 2006, REPORT OF THE BOARD OF DIRECTORS ON THE
OPERATIONS, REPORT OF THE BOARD OF STATUTORY AUDITORS
PURSUANT TO ARTICLE 153 OF THE LEGISLATIVE LAW NO. 58
OF 24 FEB 1998, INHERENT AND CONSEQUENT RESOLUTIONS
PROPOSAL #O.2: APPROVE THE RESOLUTIONS ABOUT ITS OWN ISSUER NO N/A N/A
SHARES AS PER ARTICLE 2357 AND 2357-TER OF THE ITALIAN
CIVIL CODE
PROPOSAL #O.3: APPROVE THE RESOLUTION ABOUT THE SHARES ISSUER NO N/A N/A
OF THE CONTROLLING COMPANY PREMAFIN FINANZIARIA SPA,
AS PER ARTICLE 2359-BIS OF THE ITALIAN CIVIL CODE
PROPOSAL #E.1: AMEND THE BY-LAWS IN COMPLIANCE WITH ISSUER NO N/A N/A
THE LEGISLATIVE LAW NO. 303 OF 29 DEC 2006, INHERENT
AND CONSEQUENT RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORMOSA CHEMICALS AND FIBRE CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE 2006 BUSINESS REPORTS ISSUER NO N/A N/A
PROPOSAL #2.: RATIFY THE 2006 AUDITED REPORTS ISSUER YES FOR N/A
PROPOSAL #3.: RATIFY THE 2006 EARNINGS DISTRIBUTION ISSUER YES FOR N/A
?CASH DIVIDEND: TWD 4.8/SHARE?
PROPOSAL #4.: APPROVE TO REVISE THE ARTICLES OF ISSUER YES FOR N/A
INCORPORATION AND OTHER MATTERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1: RECEIVE THE SPECIAL REPORT BY THE BOARD ISSUER NO N/A N/A
OF DIRECTORS, IN ACCORDANCE WITH ARTICLES 604,
PARAGRAPH 2 AND ARTICLE 607 OF THE CODE OF LAWS FOR
COMPANIES
PROPOSAL #2.2: APPROVE TO CREATE ALLOWED CAPITAL OF ISSUER NO N/A N/A
EUR 1,071,000,000 VALID FOR 3 YEARS; AMEND THE ARTICLE
9 OF THE ARTICLES OF ASSOCIATION, TO REPLACE THE
CURRENT TEXT OF POINT: A) TO READ AS FOLLOWS TAKING
INTO ACCOUNT THE TWINNED SHARE PRINCIPLE AND AUTHORIZE
THE BOARD OF DIRECTORS TO RAISE THE CAPITAL TO A
MAXIMUM OF EUR 1,071,000,000; AND B) TO REPLACE 26 MAY
2006 WITH 04 OCT 2009
PROPOSAL #2.3: AUTHORIZE THE BOARD OF DIRECTORS TO USE ISSUER NO N/A N/A
THE ALLOWABLE CAPITAL IN A PUBLIC TAKEOVER BID VALID
FOR 3 YEARS; AND AMEND THE PARAGRAPH C OF THE ARTICLE
9 OF THE ARTICLES OF ASSOCIATION BY CHANGING THE WORDS
26 MAY 2006 TO READ 04 OCT 2009
PROPOSAL #3.: APPROVE TO DEPOSIT OF SHARES AND POWER ISSUER NO N/A N/A
OF ATTORNEYS; AND AMEND PARAGRAPH A OF ARTICLE 20 IN
THE ARTICLES OF ASSOCIATION BY CHANGING THE WORDS 4
WORKING DAYS TO READ 5 WORKING DAYS
PROPOSAL #4.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: OPENING ISSUER NO N/A N/A
PROPOSAL #O.211: DISCUSSION OF THE ANNUAL REPORT FOR ISSUER NO N/A N/A
THE FY 2006
PROPOSAL #O.212: DISCUSSION OF THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR THE FY 2006
PROPOSAL #O.213: ADOPT THE STATUTORY ANNUAL ACCOUNTS ISSUER NO N/A N/A
OF THE COMPANY FOR THE FY 2006
PROPOSAL #O.214: APPROVE THE PROFIT APPROPRIATION OF ISSUER NO N/A N/A
THE COMPANY FOR THE FY 2005
PROPOSAL #O.221: COMMENTS ON THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #O.222: ADOPT A GROSS DIVIDEND FOR THE FY ISSUER NO N/A N/A
2006 OF EUR 1.40 PER FORTIS UNIT; AS AN INTERIM
DIVIDEND OF EUR 0.58 PER FORTIS UNIT WAS PAID IN SEP
2006, THE FINAL DIVIDEND AMOUNTS TO EUR 0.82 PER
FORTIS UNIT AND WILL BE PAYABLE AS FROM 14 JUN 2007
PROPOSAL #O.231: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR THE FY 2006
PROPOSAL #O.232: GRANT DISCHARGE TO THE AUDITOR FOR ISSUER NO N/A N/A
THE FY 2006
PROPOSAL #O.3: CORPORATE GOVERNANCE ISSUER NO N/A N/A
PROPOSAL #O.411: RE-APPOINT MR. PHILIPPE BODSON TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR A PERIOD OF 3 YEARS, UNTIL THE
END OF THE OGM OF SHAREHOLDERS OF 2010
PROPOSAL #O.412: RE-APPOINT MR. JAN-MICHIEL HESSELS TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS FOR A PERIOD OF 3 YEARS, UNTIL
THE END OF THE OGM OF SHAREHOLDERS OF 2010
PROPOSAL #O.413: RE-APPOINT MR. RONALD SANDLER TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR A PERIOD OF 3 YEARS, UNTIL THE
END OF THE OGM OF SHAREHOLDERS OF 2010
PROPOSAL #O.414: RE-APPOINT MR. PIET VAN WAEYENBERGE ISSUER NO N/A N/A
TO THE BOARD OF DIRECTORS FOR A PERIOD OF1 YEAR, UNTIL
THE END OF THE OGM OF SHAREHOLDERS OF 2008
PROPOSAL #O.4.2: APPOINT MR. HERMAN VERWILST TO THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR A PERIOD OF 3 YEARS, UNTIL THE
END OF THE OGM OF SHAREHOLDERS OF 2010
PROPOSAL #E.5.1: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
THE COMPANY AND THE BOARDS OF ITS DIRECT SUBSIDIARIES,
FOR A PERIOD OF 18 MONTHS STARTING AFTER THE GENERAL
MEETING WHICH WILL DELIBERATE THIS POINT, TO ACQUIRE
FORTIS UNITS IN WHICH TWINNED FORTIS SA/NV SHARES ARE
INCORPORATED, UP TO THE MAXIMUM NUMBER AUTHORIZED BY
ARTICLE 620 SECTION 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 OF 15%
PROPOSAL #E.5.2: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
THE COMPANY AND THE BOARDS OF ITS SUBSIDIARIES, FOR A
PERIOD OF 18 MONHTS STARTING AFTER THE END OF THE
GENERAL MEETING WHICH WILL DELIBERATE THIS POINT, TO
DISPOSE OF FORTIS UNITS IN WHICH TWINNED FORTIS SA/NV
SHARES ARE INCORPORATED, UNDER THE CONDITIONS WHICH IT
WILL DETERMINE
PROPOSAL #E.6.1: AMEND ARTICLE 10 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #E.6.2: AMEND ARTICLE 14 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #E.631: AMEND THE ARTICLE 17 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION AS SPECIFIED
PROPOSAL #E.632: AMEND THE ARTICLE 20 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION AS SPECIFIED
PROPOSAL #E.6.4: AMEND THE ARTICLE 25 ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #E.6.5: AUTHORIZE THE COMPANY SECRETARY, WITH ISSUER NO N/A N/A
POWER TO SUB-DELEGATE, TO COORDINATE THE TEXT OF THE
ARTICLES OF ASSOCIATION ACCORDING TO THE DECISIONS
MADE AND THE EXPIRY DATE OF SOME TRANSITORY PROVISIONS
OF THE ARTICLES OF ASSOCIATION AND ALSO TO ADAPT THE
NUMBERING AND SUB-NUMBERING OF THE ARTICLES AND THE
CROSS-REFERENCING BETWEEN ONE ARTICLE AND ANOTHER
FURTHER TO THE MODIFICATIONS MADE
PROPOSAL #E.7: CLOSURE ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FOXCONN TECHNOLOGY CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: RECEIVE THE 2006 BUSINESS OPERATIONS ISSUER NO N/A N/A
REPORT
PROPOSAL #A.2: RECEIVE THE 2006 AUDIT REPORT ISSUER NO N/A N/A
PROPOSAL #A.3: RECEIVE THE STATUS OF INDIRECT ISSUER NO N/A N/A
INVESTMENT IN PEOPLE'S REPUBLIC OF CHINA
PROPOSAL #A.4: THE REVISION TO THE RULES OF THE BOARD ISSUER NO N/A N/A
MEETING
PROPOSAL #A.5: OTHER PRESENTATIONS ISSUER NO N/A N/A
PROPOSAL #B.1: APPROVE THE 2006 FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #B.2: APPROVE THE 2006 PROFIT DISTRIBUTION; ISSUER YES FOR N/A
CASH DIVIDEND: TWD 3.5 PER SHARE
PROPOSAL #B.3: APPROVE THE ISSUANCE OF NEW SHARES FROM ISSUER YES FOR N/A
RETAINED EARNINGS; STOCK DIVIDEND: 150 SHARES FOR
1000 SHARES HELD
PROPOSAL #B.4: APPROVE THE REVISION TO THE ARTICLES OF ISSUER YES AGAINST N/A
INCORPORATION
PROPOSAL #B.5: APPROVE THE REVISION TO THE RULES OF ISSUER YES AGAINST N/A
THE ELECTION OF THE DIRECTORS AND THE SUPERVISORS
PROPOSAL #B.6: APPROVE THE REVISION TO THE PROCEDURES ISSUER YES FOR N/A
OF ASSET ACQUISITION OR DISPOSAL
PROPOSAL #B.7: ELECT THE DIRECTORS AND THE SUPERVISORS ISSUER YES FOR N/A
PROPOSAL #B.8: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR N/A
THE DIRECTORS FROM PARTICIPATION IN COMPETITIVE
BUSINESS
PROPOSAL #B.9: OTHER ISSUES AND EXTRAORDINARY MOTIONS ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRANKLIN RESOURCES, INC.
TICKER: BEN CUSIP: 354613101
MEETING DATE: 1/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: SAMUEL H. ARMACOST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES CROCKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH R. HARDIMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT D. JOFFE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES B. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY E. JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUPERT H. JOHNSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS H. KEAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHUTTA RATNATHICAM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER M. SACERDOTE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURA STEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE M. TATLOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS E. WOODWORTH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2007.
PROPOSAL #03: TO APPROVE AN AMENDMENT AND RESTATEMENT ISSUER YES FOR FOR
OF THE FRANKLIN RESOURCES, INC. 1998 EMPLOYEE STOCK
INVESTMENT PLAN, INCLUDING AN INCREASE OF 4,000,000
SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRASER PAPERS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2007 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. J. PETER GORDON AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.6: ELECT MR. ROBERT J. HARDING AS A ISSUER YES ABSTAIN N/A
DIRECTOR
PROPOSAL #1.7: ELECT MR. ALDA LANDRY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.8: ELECT MR. MARGOT NORTHEY AS A DIRECTOR ISSUER YES ABSTAIN N/A
PROPOSAL #1.9: 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
PROPOSAL #3.: APPROVE THE ACQUISITION OF KATAHDIN ISSUER YES ABSTAIN N/A
PROPOSAL #4.: AMEND THE STOCK OPTION PLAN ISSUER YES ABSTAIN N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FREEPORT-MCMORAN COPPER & GOLD INC.
TICKER: FCX CUSIP: 35671D857
MEETING DATE: 3/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE PROPOSED AMENDMENT TO ISSUER YES FOR FOR
THE FREEPORT-MCMORAN COPPER & GOLD INC. CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF FREEPORT-MCMORAN CAPITAL STOCK TO
750,000,000, TO INCREASE THE AUTHORIZED NUMBER OF
SHARES OF CLASS B COMMON STOCK TO 700,000,000, ALL AS
MORE FULLY DESCRIBED IN THE JOINT PROXY
STATEMENT/PROSPECTUS DATED FEBRUARY 12, 2007.
PROPOSAL #02: APPROVAL OF THE PROPOSED ISSUANCE OF ISSUER YES FOR FOR
SHARES OF FREEPORT-MCMORAN COMMON STOCK IN CONNECTION
WITH THE TRANSACTION CONTEMPLATED BY THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF NOVEMBER 18, 2006, AMONG
FREEPORT-MCMORAN, PHELPS DODGE CORPORATION AND PANTHER
ACQUISITION CORPORATION.
PROPOSAL #03: APPROVAL OF THE ADJOURNMENT OF THE ISSUER YES FOR FOR
SPECIAL MEETING, IF NECESSARY, TO PERMIT SOLICITATION
OF ADDITIONAL PROXIES IN FAVOR OF EACH OF PROPOSAL 1
AND PROPOSAL 2.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FREIGHTCAR AMERICA INC
TICKER: RAIL CUSIP: 357023100
MEETING DATE: 5/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHRISTIAN RAGOT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM D. GEHL ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG & CO. KGAA
TICKER: FMS CUSIP: 358029106
MEETING DATE: 5/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: RESOLUTION ON THE APPROVAL OF THE ANNUAL ISSUER YES FOR FOR
FINANCIAL STATEMENTS OF FRESENIUS MEDICAL CARE AG &
CO. KGAA FOR THE FINANCIAL YEAR 2006
PROPOSAL #02: RESOLUTION ON THE APPLICATION OF PROFIT ISSUER YES FOR FOR
PROPOSAL #03: DISCHARGE OF THE THEN MANAGEMENT BOARD ISSUER YES FOR FOR
OF FRESENIUS MEDICAL CARE AG FROM 1 JANUARY 2006 TO 10
FEBRUARY 2006
PROPOSAL #04: RESOLUTION ON THE DISCHARGE OF THE ISSUER YES FOR FOR
COMPANY'S GENERAL PARTNER
PROPOSAL #05: RESOLUTION ON THE DISCHARGE OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD OF FRESENIUS MEDICAL CARE AG & CO.
KGAA
PROPOSAL #06: ELECTION OF THE AUDITORS AND GROUP ISSUER YES FOR FOR
AUDITORS FOR THE FINANCIAL YEAR 2007
PROPOSAL #07: RESOLUTION REGARDING A CAPITAL INCREASE ISSUER YES FOR FOR
FROM THE COMPANY'S OWN RESOURCES WITHOUT ISSUANCE OF
NEW SHARES AND THE SUBSEQUENT NEW DIVISION OF THE
SHARE CAPITAL (SHARE SPLIT) AND THE CONDITIONAL
CAPITALS AS WELL AS THE RESPECTIVE AMENDMENTS TO THE
ARTICLES OF ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG & CO. KGAA, BAD HOMBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ANNUAL FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND GROUP FINANCIAL STATEMENTS, THE
MANAGEMENT REPORTS FOR FRESENIUS MEDICAL CARE AG & CO.
KGAA AND THE GROUP, APPROVED BY THE SUPERVISORY BOARD
AND THE REPORT OF THE SUPERVISORY BOARD FOR THE FY
2006; RESOLUTION ON THE APPROVAL OF THE ANNUAL
FINANCIAL STATEMENTS OF FRESENIUS MEDICAL CARE AG &
CO. KGAA FOR THE FY 2006; SHOWING A PROFIT
?BILANZGEWINN? OF EUR 681,792,137.74
PROPOSAL #2.: RESOLUTION ON THE APPLICATION OF PROFIT ISSUER YES FOR N/A
THE GENERAL PARTNER AND THE SUPERVISORY BOARD PROPOSE
THAT THE PROFIT SHOWN IN THE ANNUAL FINANCIAL
STATEMENTS OF EUR 681,792,137.74 FOR THE FY 2006 BE
APPLIED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.41
FOR EACH OF 97,149,891 ORDINARY SHARES ENTITLED TO A
DIVIDEND EUR 136,981,346.31; PAYMENT OF A DIVIDEND OF
EUR 1.47 FOR EACH OF 1,237,145 PREFERENCE SHARES
ENTITLED TO A DIVIDEND EUR 1,818,603.15; CARRIED
FORWARD TO NEW ACCOUNT EUR 542,992,188.28; PROFIT EUR
681,792,137.74 THE DIVIDEND IS PAYABLE ON 16 MAY 2007
PROPOSAL #3.: RESOLUTION ON THE DISCHARGE OF THE THEN ISSUER YES FOR N/A
MANAGEMENT BOARD OF FRESENIUS MEDICALCARE AG
PROPOSAL #4.: RESOLUTION ON THE DISCHARGE OF THE ISSUER YES FOR N/A
GENERAL PARTNER
PROPOSAL #5.: RESOLUTION ON THE DISCHARGE OF THE ISSUER YES FOR N/A
SUPERVISORY BOARD
PROPOSAL #6.: ELECTION OF KPMG DEUTSCHE TREUHAND- ISSUER YES FOR N/A
GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, THE AUDITORS AND
GROUP AUDITORS FOR THE FY 2007
PROPOSAL #7.: RESOLUTION REGARDING A CAPITAL INCREASE ISSUER YES FOR N/A
FROM THE COMPANY'S OWN RESOURCES WITHOUT ISSUANCE OF
NEW SHARES AND THE SUBSEQUENT NEW DIVISION OF THE
SHARE CAPITAL (SHARE SPLIT) AND THE CONDITIONAL
CAPITALS AS WELL AS THE RESPECTIVE AMENDMENTS TO THE
ARTICLES OF ASSOCIATION; (A) CAPITAL INCREASE BY EUR
0.44 FROM THE COMPANY'S OWN RESOURCES; (B) NEW
DIVISION OF THE SHARE CAPITAL AND THE CONDITIONAL
CAPITALS; AMENDMENT OF THE ARTICLE 4 PARAGRAPH (1)
SENTENCE 1, ARTICLE 4 PARAGRAPH (5) SENTENCE 1,
ARTICLE 4 PARAGRAPH (6) SENTENCE 1, ARTICLE 4
PARAGRAPH (7) SENTENCE 1, ARTICLE 4 PARAGRAPH (8)
SENTENCE 1, ARTICLE 19 PARAGRAPH (2), ARTICLE 19
PARAGRAPH (3), ARTICLE 19 PARAGRAPH (4) SENTENCE 1 OF
ARTICLES OF ASSOCIATION; (C) AMENDMENT TO THE
AUTHORIZATION TO ISSUE STOCK OPTIONS UNDER THE STOCK
OPTION PROGRAM 2006 AND AMENDMENT OF THE ARTICLES OF
ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRONTIER OIL CORPORATION
TICKER: FTO CUSIP: 35914P105
MEETING DATE: 4/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES R. GIBBS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS Y. BECH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G. CLYDE BUCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: T. MICHAEL DOSSEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES H. LEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL B. LOYD, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL E. ROSE ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJI HEAVY INDUSTRIES LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR N/A
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #4: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES FOR N/A
PROPOSAL #5: APPROVE FINAL PAYMENT ASSOCIATED WITH ISSUER YES AGAINST N/A
ABOLITION OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS
AND AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJIFILM HLDGS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF RETAINED EARNINGS ISSUER YES FOR N/A
PROPOSAL #2: AMEND ARTICLES TO: INCREASE AUTHORIZED ISSUER YES AGAINST N/A
CAPITAL TO 1,200M SHS.
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 #4: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #6: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR A CORPORATE AUDITOR
PROPOSAL #7: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND CORPORATE AUDITORS
PROPOSAL #8: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR N/A
CORPORATE OFFICERS
PROPOSAL #9: AUTHORIZE USE OF STOCK OPTIONS FOR ISSUER YES AGAINST N/A
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJITSU FRONTECH LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #2.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #2.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR N/A
FOR DIRECTORS
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND CORPORATE AUDITORS
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ISSUER: FYFFES PLC (FORMERLY FII-FYFFES PLC)
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE PASSING OF RESOLUTION S.6, TO: A) ALTER THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY SO THAT: I) IT
SHALL CONSIST EXCLUSIVELY OF EUR 45,005,000 DIVIDED
INTO 750,000,000 ORDINARY SHARES OF EUR 0.06 EACH AND
500,000,000 B TRACKER SHARES OF EUR 0.00001 EACH, SUCH
ORDINARY SHARES AND B TRACKER SHARES HAVING THE
RIGHTS AND BEING SUBJECT TO THE RESTRICTIONS SPECIFIED
IN THE ARTICLES OF ASSOCIATION OF THE COMPANY AS
AMENDED BY RESOLUTION S.6; AND II) ANY OTHER CLASS OF
SHARE IN THE UNISSUED SHARE CAPITAL OF THE COMPANY
WHICH FOR THE AVOIDANCE OF DOUBT ARE SHARES WHICH HAVE
EITHER BEEN REDEEMED OR HAVE NOT BEEN TAKEN OR AGREED
TO BE TAKEN BY ANY PERSON ARE HEREBY CANCELLED; B)
AUTHORIZE THE DIRECTORS, IN ADDITION TO ALL EXISTING
AUTHORITIES, PURSUANT TO AND IN ACCORDANCE WITH
SECTION 20, OF THE COMPANIES AMENDMENT ACT 1983
1983 ACT TO ALLOT RELEVANT SECURITIES SECTION 20(10)
OF THE 1983 ACT UP TO EUR 5,000 IN NOMINAL VALUE;
AUTHORITY EXPIRES THE EARLIER OF 31 MAY 2007 OR ON THE
COMPLETION THE DEMERGER ; C) AUTHORIZE THE DIRECTORS
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 B TRACKER SHARE PER
ORDINARY SHARE TO EACH HOLDER OF THE ORDINARY SHARES
IN THE COMPANY AS RECORDED IN THE REGISTER ON 29 DEC
2006 PROVIDED AND TO TAKE SUCH ACTION AS THEY DEEM
NECESSARY OR EXPEDIENT TO DEAL WITH ANY LEGAL,
REGULATORY OR PRACTICAL PROBLEMS ARISING IN ANY
OVERSEAS TERRITORY OR THE REQUIREMENTS OF ANY
REGULATORY BODY AND OTHERWISE TO FURTHER AND GIVE
EFFECT TO THE FOREGOING PROVISIONS OF THIS RESOLUTION;
AND D)AUTHORIZE THE DIRECTORS FOR THE PURPOSE OF
EFFECTING AND IMPLEMENTING THE DEMERGER, TO REDEEM AND
CANCEL ALL B TRACKER SHARES IN EXCHANGE FOR THE
ALLOTMENT AND ISSUE OF ORDINARY SHARES OF EUR 0.01 ACH
IN TOTAL PRODUCE PLC TOTAL PRODUCE SHARE TO THE
SHAREHOLDERS OF THE COMPANY ON THE BASIS OF 1 TOTAL
PRODUCE SHARE FOR EVERY 1 B TRACKER SHARE IN THE
COMPANY HELD BY SUCH SHAREHOLDERS AS RECORDED IN THE
REGISTER OF MEMBERS ON 29 DEC 2006 PROVIDED THAT SUCH
TOTAL PRODUCE SHARES SHALL HAVE BEEN, ALLOTTED AND
ISSUED IN CONSIDERATION FOR THE TRANSFER TO TOTAL
PRODUCE PLC OF THE GENERAL PRODUCE AND DISTRIBUTION
BUSINESS, AS MORE PARTICULARLY DESCRIBED IN THE
BUSINESS TRANSFER AGREEMENT ENTERED INTO BETWEEN THE
COMPANY AND TOTAL PRODUCE BEING THE MATERIAL CONTRACT
REFERRED TO IN SECTION 8(1)(B) OF PART 6 OF THE
CIRCULAR GENERAL PRODUCE AND DISTRIBUTION BUSINESS
AND SUCH, REDEMPTION SHALL HAVE BEEN 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 GENERAL PRODUCE AND DISTRIBUTION
BUSINESS
PROPOSAL #2.: APPROVE THE BUSINESS TRANSFER AGREEMENT ISSUER YES FOR N/A
BEING THE MATERIAL CONTRACT REFERREDTO IN SECTION
8(1)(B) OF PART 6 OF THE CIRCULAR AND AUTHORIZE THE
DIRECTORS TO: I) 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 II) 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
SPECIFIED
PROPOSAL #3.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE PASSING OF RESOLUTIONS 1, 2 AND S.6, THE RULES OF
THE TOTAL PRODUCE PROFIT SHARING SCHEME, AS SPECIFIED
AND AUTHORIZE THE DIRECTORS OF TOTAL PRODUCE, OR A
DULY AUTHORIZED COMMITTEE OF THEM, TO DO ALL SUCH ACTS
AND THINGS AS THEY MAY DEEM NECESSARY OR EXPEDIENT TO
CARRY THE TOTAL PRODUCE PROFIT SHARING SCHEME INTO
EFFECT INCLUDING MAKING ANY AMENDMENTS REQUIRED TO
THE RULES IN ORDER TO OBTAIN THE APPROVAL TO THEM OF
THE HER REVENUE COMMISSIONERS
PROPOSAL #4.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE PASSING OF RESOLUTIONS 1, 2 AND S.6, THE RULES OF
THE TOTAL PRODUCE SHARE INCENTIVE PLAN AS SPECIFIED
AND AUTHORIZE THE DIRECTORS OF TOTAL PRODUCE, OR A
DULY AUTHORIZED COMMITTEE TO DO ALL SUCH ACTS AND
THINGS AS THEY MAY DEEM NECESSARY OR EXPEDIENT TO
CARRY THE TOTAL PRODUCE SHARE INCENTIVE PLAN INTO
EFFECT INCLUDING MAKING ANY AMENDMENTS REQUIRED TO
THE RULES IN ORDER TO OBTAIN THE APPROVAL TO THEM OF
HER MAJESTY'S REVENUE AND CUSTOMS
PROPOSAL #5.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
THE PASSING OF RESOLUTIONS 1, 2 AND S.6, THE RULES OF
THE TOTAL PRODUCE EXECUTIVE SHARE OPTION SCHEME THE
TOTAL PRODUCE OPTION SCHEME AS SPECIFIED AND
AUTHORIZE THE DIRECTORS OF TOTAL PRODUCE, OR A DULY
AUTHORIZED COMMITTEE OF THEM TO DO ALL SUCH ACTS AND
THINGS AS THEY MAY DEEM NECESSARY OR EXPEDIENT TO
CARRY THE TOTAL PRODUCE OPTION SCHEME INTO EFFECT
INCLUDING MAKING ANY AMENDMENTS REQUIRED TO THE
APPROVED PART OF THE TOTAL PRODUCE OPTION SCHEME IN
ORDER TO OBTAIN THE APPROVAL OF HER MAJESTY'S REVENUE
AND, CUSTOMS AND AUTHORIZE THE DIRECTORS, OF TOTAL
PRODUCE OR A DULY AUTHORIZED COMMITTEE OF THEM, TO
ESTABLISH ANY SCHEDULE TO THE TOTAL PRODUCE OPTION
SCHEME THEY DEEM NECESSARY IN RELATION TO EMPLOYEES IN
JURISDICTIONS OUTSIDE OF IRELAND, WITH ANY
MODIFICATIONS NECESSARY OR DESIRABLE TO TAKE ACCOUNT
OF LOCAL SECURITIES LAWS, EXCHANGE CONTROL AND TAX
LEGISLATION, PROVIDED THAT ANY ORDINARY SHARES IN THE
CAPITAL OF TOTAL PRODUCE MADE AVAILABLE WIDER ANY
SCHEDULE ARE TREATED AS COUNTING AGAINST THE RELEVANT
LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
TOTAL PRODUCE OPTION SCHEME
PROPOSAL #S.6: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES FOR N/A
UPON THE PASSING OF RESOLUTION 1, THE AMENDMENTS
REQUIRED TO BE MADE TO THE MEMORANDUM AND ARTICLES OF
ASSOCIATION AS A RESULT OF THE INCREASE IN SHARE
CAPITAL PROVIDED FOR IN RESOLUTION 1 ABOVE AND THE
REGULATIONS AND ADOPT 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
PROPOSAL #S.7: APPROVE THAT THE COMPANY SHALL MAKE AN ISSUER YES FOR N/A
APPLICATION FORTHWITH TO EACH OF THE IRISH STOCK
EXCHANGE AND THE UNITED KINGDOM LISTING AUTHORITY FOR
THE LISTING OF THE ORDINARY SHARE CAPITAL OF THE
COMPANY ON THE OFFICIAL LIST OF THE IRISH STOCK
EXCHANGE AND THE OFFICIAL LIST OF THE UNITED KINGDOM
LISTING; AUTHORITY RESPECTIVELY TO BE CANCELLED WITH
EFFECT FROM 10 JAN 2007, OR IN ANY EVENT NO LESS THAN
20 BUSINESS DAYS FROM THE DATE OF PASSING OF THIS
RESOLUTION
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ISSUER: FYFFES PLC (FORMERLY FII-FYFFES PLC)
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/12/2007 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 30 DEC 2006 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 1.70 CENT PER SHARE ON
THE ORDINARY SHARES FOR THE YE 30 DEC 2006
PROPOSAL #3.A: RE-ELECT MR. T.G. MURPHY 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 DR. P.F. DEV. CLUVER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION AND/OR THE COMBINED CODE ON CORPORATE
GOVERNANCE
PROPOSAL #3.C: RE-ELECT MR. W.M. WALSH 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 #4.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS FOR THE YE 31DEC 2007
PROPOSAL #5.: 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 7,071,663 ?117,861,044 SHARES?;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OR 12 SEP 2008?; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.6.A: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
ARTICLE 7(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 5,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS ?SECTION
23(1)?, PROVIDED THAT THIS POWER IS LIMITED TO THE
MATTERS PROVIDED FOR IN THE ARTICLE 7(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 7(D)(II) MAY NOT
EXCEED EUR 1,060,760 ?17,679,333 SHARES? REPRESENTING
5% OF THE NOMINAL VALUE OF THE ISSUED SHARES CAPITALC
PROPOSAL #S.6.B: AUTHORIZE THE COMPANY AND/OR ANY ISSUER YES FOR N/A
SUBSIDIARY OF THE COMPANY ?SECTION 155 OF THE
COMPANIES ACT, 1963? TO MAKE MARKET PURCHASES ?SECTION
212 OF THE COMPANIES ACT, 1990? OF SHARES OF ANY
CLASS 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 COMPANIES ACT, 1990, OF UP TO 35,358,667
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 5 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) IF THERE SHALL BE MORE 1
DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE
PRICES AT WHICH SUCH DEALINGS TOOK PLACE; OR II) IF
THERE SHALL BE ONLY 1 DEALING REPORTED FOR THE DAY,
THE PRICE AT WHICH SUCH DEALING TOOK PLACE; 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 1 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 12 SEP
2008?; 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
PROPOSAL #S.6.C: APPROVE THE SUBJECT TO THE PASSING OF ISSUER YES FOR N/A
RESOLUTION 6(B), FOR THE PURPOSE OF SECTION 209 OF
THE COMPANIES ACT, 1990, THE REISSUE PRICE RANGE AT
WHICH ANY TREASURY SHARES ?SECTION 209? FOR THE TIME
BEING HELD BY THE COMPANY MAY BE REISSUED OFF MARKET
SHALL BE AS SPECIFIED: A) THE MAXIMUM PRICE AT WHICH A
TREASURY SHARE MAY BE REISSUED OFF-MARKET SHALL BE AN
AMOUNT EQUAL TO 120% OF THE APPROPRIATE PRICE; AND B)
THE MAXIMUM PRICE AT WHICH TREASURY SHARE MAY BE
REISSUED OFF-MARKET SHALL BE THE NOMINAL VALUE OF THE
SHARE WHERE SUCH A SHARE IS REQUIRED TO SATISFY AN
OBLIGATION UNDER AN EMPLOYEE SHARE SCHEME (THE LISTING
RULES OF THE IRISH STOCK EXCHANGE LIMITED) OPERATED
BY THE COMPANY OR, IN ALL OTHER CASES, AN AMOUNT EQUAL
TO 95% OF THE APPROPRIATE PRICE, AS SPECIFIED;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 12 SEP 2008?
PROPOSAL #S.6.D: AMEND THE ARTICLE 7 OF THE ARTICLES ISSUER YES FOR N/A
OF ASSOCIATION OF THE COMPANY, AS SPECIFIED
PROPOSAL #7.: APPROVE THE EXTENSION AND UPDATING OF ISSUER YES FOR N/A
THE 1997 SHARE OPTION SCHEME AS SPECIFIED AND
AUTHORIZE THE DIRECTORS TO DO ALL THINGS NECESSARY TO
CARRY THE EXTENSION AND UPDATED SCHEME INTO EFFECT
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ISSUER: GARTNER, INC.
TICKER: IT CUSIP: 366651107
MEETING DATE: 6/5/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL J. BINGLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD J. BRESSLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUSSELL P. FRADIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANNE SUTHERLAND FUCHS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM O. GRABE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EUGENE A. HALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAX D. HOPPER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOHN R. JOYCE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STEPHEN G. PAGLIUCA ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JAMES C. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY W. UBBEN ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE COMPANY'S EXECUTIVE ISSUER YES FOR FOR
PERFORMANCE BONUS PLAN.
PROPOSAL #03: RATIFICATION OF THE SELECTION OF KMPG ISSUER YES FOR FOR
LLP AS INDEPENDENT AUDITORS FOR THE COMPANY'S FISCAL
YEAR ENDED DECEMBER 31, 2007.
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ISSUER: GAZPROM OAO, MOSCOW
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVAL OF THE ANNUAL REPORT OF THE ISSUER YES FOR N/A
COMPANY FOR 2006
PROPOSAL #2.: APPROVAL OF THE ANNUAL ACCOUNTING ISSUER YES FOR N/A
STATEMENTS, INCLUDING THE PROFIT AND LOSS REPORTS
(PROFIT AND LOSS ACCOUNTS) OF THE COMPANY FOR 2006
PROPOSAL #3.: APPROVAL OF THE DISTRIBUTION OF PROFIT ISSUER YES FOR N/A
OF THE COMPANY BASED ON THE RESULTS OF 2006
PROPOSAL #4.: APPROVAL OF THE AMOUNT OF, PERIOD AND ISSUER YES FOR N/A
FORM OF PAYMENT OF ANNUAL DIVIDENDS ON THE COMPANY'S
SHARES AS PROPOSED BY THE BOARD OF DIRECTORS
PROPOSAL #5.: APPROVE THE REMUNERATION OF MEMBERS OF ISSUER YES AGAINST N/A
THE BOARD OF DIRECTORS AND AUDIT COMMISSION OF THE
COMPANY
PROPOSAL #6.: APPROVAL OF THE EXTERNAL AUDITOR OF THE ISSUER YES FOR N/A
COMPANY
PROPOSAL #7.: REGARDING THE MAKING CHANGES TO THE ISSUER YES FOR N/A
CHARTER OF OAO GAZPROM
PROPOSAL #8.: REGARDING THE APPROVAL OF INTERESTED- ISSUER YES FOR N/A
PARTY TRANSACTIONS IN CONNECTION WITH THE
IMPLEMENTATION OF THE NORD STREAM PROJECT
PROPOSAL #9.1: AGREEMENTS BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
GAZPROMBANK (ZAO) FOR THE RECEIPT BY OAO GAZPROM OF
CASH IN A MAXIMUM SUM OF 500 MILLION U.S. DOLLARS OR
ITS EQUIVALENT IN RUBLES OR EUROS FOR A PERIOD OF UP
TO AND INCLUDING 10 YEARS, WITH INTEREST FOR USING THE
LOANS TO BE PAID AT A RATE NOT EXCEEDING 8.5% PER
ANNUM IN THE CASE OF LOANS IN U.S. DOLLARS/EUROS AND
AT A RATE NOT EXCEEDING 10% PER ANNUM IN THE CASE OF
LOANS IN RUBLES
PROPOSAL #9.2: AGREEMENTS BETWEEN OAO GAZPROM AND ISSUER YES FOR N/A
SBERBANK FOR THE RECEIPT BY OAO GAZPROM OF CASH IN A
MAXIMUM SUM OF 1 BILLION U.S. DOLLARS OR ITS
EQUIVALENT IN RUBLES OR EUROS FOR A PERIOD NOT IN
EXCESS OF 365 DAYS, WITH INTEREST FOR USING THE LOANS
TO BE PAID AT A RATE NOT EXCEEDING 7% PER ANNUM IN THE
CASE OF LOANS IN U.S. DOLLARS/EUROS AND AT A RATE NOT
EXCEEDING 7.5% PER ANNUM IN THE CASE OF LOANS IN
PROPOSAL #9.3: AGREEMENTS BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
GAZPROMBANK (ZAO) PURSUANT TO WHICH AB GAZPROMBANK
(ZAO) WILL, UPON THE TERMS AND CONDITIONS ANNOUNCED BY
IT, ACCEPT AND CREDIT CASH TRANSFERRED TO ACCOUNTS
OPENED IN OAO GAZPROM'S NAME AND CONDUCT OPERATIONS
THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO GAZPROM'S
INSTRUCTIONS, AS WELL AS AGREEMENTS BETWEEN OAO
GAZPROM AND AB GAZPROMBANK (ZAO) REGARDING MAINTENANCE
IN THE ACCOUNT OF A NON-REDUCIBLE BALANCE IN A
MAXIMUM SUM NOT EXCEEDING 20 BILLION RUBLES OR ITS
EQUIVALENT IN A FOREIGN CURRENCY FOR EACH TRANSACTION,
WITH INTEREST TO BE PAID BY THE BANK AT A RATE NOT
LOWER THAN 0.3% PER ANNUM IN THE RELEVANT CURRENCY
PROPOSAL #9.4: AGREEMENTS BETWEEN OAO GAZPROM AND ISSUER YES FOR N/A
SBERBANK PURSUANT TO WHICH SBERBANK WILL, UPON THE
TERMS AND CONDITIONS ANNOUNCED BY IT, ACCEPT AND
CREDIT CASH TRANSFERRED TO ACCOUNTS OPENED IN OAO
GAZPROM'S NAME AND CONDUCT OPERATIONS THROUGH THE
ACCOUNTS IN ACCORDANCE WITH OAO GAZPROM'S INSTRUCTIONS
PROPOSAL #9.5: AGREEMENT BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
GAZPROMBANK (ZAO) PURSUANT TO WHICH AB GAZPROMBANK
(ZAO) UNDERTAKES, AS MAY BE INSTRUCTED BY OAO GAZPROM
AND FOR A FEE OF NOT MORE THAN 0.5% PER ANNUM, TO OPEN
ON A MONTHLY BASIS IN FAVOR OF AK UZTRANSGAZ, IN
CONNECTION WITH PAYMENTS FOR ITS SERVICES RELATED TO
NATURAL GAS TRANSPORTATION ACROSS THE TERRITORY OF THE
REPUBLIC OF UZBEKISTAN, CERTAIN DOCUMENTARY
IRREVOCABLE UNPAID LETTERS OF CREDIT, WITH THE AMOUNT
OF EACH INDIVIDUAL LETTER OF CREDIT NOT TO EXCEED 23.4
MILLION U.S. DOLLARS AND THE MAXIMUM AMOUNT UNDER ALL
OF THE LETTERS OF CREDIT NOT TO EXCEED 70.2 MILLION
U.S. DOLLARS
PROPOSAL #9.6: AGREEMENTS BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
GAZPROMBANK (ZAO) PURSUANT TO WHICH AB GAZPROMBANK
(ZAO) WILL PROVIDE SERVICES TO OAO GAZPROM MAKING USE
OF THE BANK-CLIENT ELECTRONIC PAYMENTS SYSTEM,
INCLUDING, WITHOUT LIMITATION, RECEIPT FROM OAO
GAZPROM OF ELECTRONIC PAYMENT DOCUMENTS FOR EXECUTING
EXPENSE OPERATIONS THROUGH ACCOUNTS, PROVISION OF
ELECTRONIC STATEMENTS OF ACCOUNT AND CONDUCT OF OTHER
ELECTRONIC DOCUMENT PROCESSING, AND OAO GAZPROM WILL
PAY FOR THE SERVICES PROVIDED AT SUCH TARIFFS OF AB
GAZPROMBANK (ZAO) AS MAY BE IN EFFECT AT THE TIME THE
SERVICES ARE PROVIDED
PROPOSAL #9.7: AGREEMENTS BETWEEN OAO GAZPROM AND ISSUER YES FOR N/A
SBERBANK PURSUANT TO WHICH SBERBANK WILL PROVIDE
SERVICES TO OAO GAZPROM MAKING USE OF THE CLIENT-
SBERBANK ELECTRONIC PAYMENTS SYSTEM, INCLUDING,
WITHOUT LIMITATION, RECEIPT FROM OAO GAZPROM OF
ELECTRONIC PAYMENT DOCUMENTS FOR EXECUTING EXPENSE
OPERATIONS THROUGH ACCOUNTS, PROVISION OF ELECTRONIC
STATEMENTS OF ACCOUNT AND CONDUCT OF OTHER ELECTRONIC
DOCUMENT PROCESSING, AND OAO GAZPROM WILL PAY FOR THE
SERVICES PROVIDED AT SUCH TARIFFS OF SBERBANK AS MAY
BE IN EFFECT AT THE TIME THE SERVICES ARE PROVIDED
PROPOSAL #9.8: FOREIGN CURRENCY PURCHASE/SALE ISSUER YES FOR N/A
TRANSACTIONS BETWEEN OAO GAZPROM AND AB GAZPROMBANK
(ZAO), TO BE ENTERED INTO UNDER THE GENERAL AGREEMENT
ON THE CONDUCT OF CONVERSION OPERATIONS BETWEEN OAO
GAZPROM AND AB GAZPROMBANK (ZAO) DATED AS OF SEPTEMBER
12, 2006, NO. 3446, IN A MAXIMUM SUM OF 500 MILLION
U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES, EUROS OR
OTHER FOREIGN CURRENCY FOR EACH TRANSACTION
PROPOSAL #9.9: AGREEMENTS BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
GAZPROMBANK (ZAO) PURSUANT TO WHICH THE BANK WILL
ISSUE GUARANTEES TO THE RUSSIAN FEDERATION'S CUSTOMS
AUTHORITIES WITH RESPECT TO THE OBLIGATIONS OF THE
COMPANY AS A CUSTOMS BROKER TO PAY CUSTOMS PAYMENTS
AND EVENTUAL INTEREST AND PENALTIES, IN A MAXIMUM SUM
OF 50 MILLION RUBLES AND FOR A PERIOD OF NOT MORE THAN
14 MONTHS, WITH THE BANK TO BE PAID A FEE AT A RATE
OF NOT MORE THAN 1% PER ANNUM OF THE AMOUNT OF THE
GUARANTEE
PROPOSAL #9.10: AGREEMENTS BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
GAZPROMBANK (ZAO) PURSUANT TO WHICH OAO GAZPROM WILL
ISSUE SURETYSHIPS TO SECURE PERFORMANCE BY GAS
TRANSPORTATION AND GAS PRODUCTION COMPANIES WITH A
100% PARTICIPATION BY OAO GAZPROM IN THEIR CHARTER
CAPITALS OF THEIR OBLIGATIONS TO AB GAZPROMBANK (ZAO)
WITH RESPECT TO THE BANK'S GUARANTEES ISSUED TO THE
RUSSIAN FEDERATION'S TAX AUTHORITIES IN CONNECTION
WITH THE SUBSIDIARY COMPANIES CHALLENGING SUCH TAX
AUTHORITIES CLAIMS IN COURTS, IN AN AGGREGATE MAXIMUM
SUM EQUIVALENT TO 500 MILLION U.S. DOLLARS AND FOR A
PERIOD OF NOT MORE THAN 14 MONTHS
PROPOSAL #9.11: AGREEMENTS BETWEEN OAO GAZPROM AND ISSUER YES FOR N/A
SBERBANK PURSUANT TO WHICH OAO GAZPROM WILL ISSUE
SURETYSHIPS TO SECURE PERFORMANCE BY GAS
TRANSPORTATION AND GAS PRODUCTION COMPANIES WITH A
100% PARTICIPATION BY OAO GAZPROM IN THEIR CHARTER
CAPITALS OF THEIR OBLIGATIONS TO SBERBANK WITH RESPECT
TO THE BANK'S GUARANTEES ISSUED TO THE RUSSIAN
FEDERATION'S TAX AUTHORITIES IN CONNECTION WITH THE
SUBSIDIARY COMPANIES CHALLENGING SUCH TAX AUTHORITIES
CLAIMS IN COURTS, IN AN AGGREGATE MAXIMUM SUM
EQUIVALENT TO 1 BILLION U.S. DOLLARS AND FOR A PERIOD
OF NOT MORE THAN 14 MONTHS
PROPOSAL #9.12: AGREEMENTS BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
GAZPROMBANK (ZAO) PURSUANT TO WHICH AB GAZPROMBANK
(ZAO) WILL BE ENTITLED, IN THE EVENT OF FAILURE BY GAS
TRANSPORTATION AND GAS PRODUCTION COMPANIES WITH A
100% PARTICIPATION BY OAO GAZPROM IN THEIR CHARTER
CAPITALS TO PERFORM THEIR OBLIGATIONS TO AB
GAZPROMBANK (ZAO) WITH RESPECT TO THE BANK'S
GUARANTEES ISSUED TO THE RUSSIAN FEDERATION'S TAX
AUTHORITIES IN CONNECTION WITH THE SUBSIDIARY
COMPANIES CHALLENGING SUCH TAX AUTHORITIES CLAIMS IN
COURTS, TO RECEIVE SATISFACTION OUT OF THE VALUE OF AB
GAZPROMBANK (ZAO)'S PROMISSORY NOTES HELD BY OAO
GAZPROM AND PLEDGED TO AB GAZPROMBANK (ZAO), IN A
MAXIMUM SUM OF 2 BILLION RUBLES AND FOR A PERIOD OF
NOT MORE THAN 14 MONTHS
PROPOSAL #9.13: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ISSUER YES FOR N/A
SEVERNEFTEGAZPROM PURSUANT TO WHICH OAO GAZPROM WILL
EXTEND LONG-TERM LOANS TO OAO SEVERNEFTEGAZPROM IN AN
AGGREGATE MAXIMUM SUM OF 2.42 BILLION RUBLES FOR THE
PERFORMANCE BY IT IN 2007-2009 OF GEOLOGICAL
EXPLORATION WORK IN A LICENSE AREA
PROPOSAL #9.14: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ISSUER YES FOR N/A
SEVERNEFTEGAZPROM PURSUANT TO WHICH OAO GAZPROM WILL
EXTEND LONG-TERM LOANS TO OAO SEVERNEFTEGAZPROM IN AN
AGGREGATE MAXIMUM SUM OF 19.95 BILLION RUBLES FOR THE
DEVELOPMENT OF THE YUZHNO-RUSSKOYE (SOUTHERN RUSSIAN)
GAS AND OIL FIELD
PROPOSAL #9.15: AGREEMENTS BETWEEN OAO GAZPROM AND OOO ISSUER YES FOR N/A
MEZHREGIONGAZ PURSUANT TO WHICH OAO GAZPROM WILL
DELIVER AND OOO MEZHREGIONGAZ WILL ACCEPT (OFF-TAKE)
GAS IN AN AMOUNT OF NOT MORE THAN 300 BILLION CUBIC
METERS, DELIVERABLE MONTHLY, AND WILL PAY FOR GAS A
MAXIMUM SUM OF 450 BILLION RUBLES
PROPOSAL #9.16: AGREEMENTS BETWEEN OAO GAZPROM AND OOO ISSUER YES FOR N/A
MEZHREGIONGAZ PURSUANT TO WHICH OOO MEZHREGIONGAZ
UNDERTAKES, AS MAY BE INSTRUCTED BY OAO GAZPROM AND
FOR A FEE OF NOT MORE THAN 318 MILLION RUBLES, IN ITS
OWN NAME, BUT FOR OAO GAZPROM'S ACCOUNT, TO ACCEPT
AND, THROUGH OOO MEZHREGIONGAZ'S ELECTRONIC TRADING
SITE, SELL GAS PRODUCED BY OAO GAZPROM AND ITS
AFFILIATES, IN AN AMOUNT OF NOT MORE THAN 15 BILLION
CUBIC METERS FOR A MAXIMUM SUM OF 32 BILLION RUBLES
PROPOSAL #9.17: AGREEMENTS BETWEEN OAO GAZPROM AND OOO ISSUER YES FOR N/A
MEZHREGIONGAZ PURSUANT TO WHICH OOO MEZHREGIONGAZ
WILL DELIVER AND OAO GAZPROM WILL ACCEPT (OFF-TAKE) IN
2008 GAS PURCHASED BY OOO MEZHREGIONGAZ FROM
INDEPENDENT ENTITIES IN AN AMOUNT OF NOT MORE THAN 18
BILLION CUBIC METERS FOR A MAXIMUM SUM OF 50 BILLION
PROPOSAL #9.18: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO ISSUER YES FOR N/A
NORTHGAS PURSUANT TO WHICH ZAO NORTHGAS WILL DELIVER
AND OAO GAZPROM WILL ACCEPT (OFF-TAKE) GAS IN AN
AMOUNT OF NOT MORE THAN 4.5 BILLION CUBIC METERS,
DELIVERABLE MONTHLY, AND WILL PAY FOR GAS A MAXIMUM
SUM OF 3.6 BILLION RUBLES
PROPOSAL #9.19: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ISSUER YES FOR N/A
NOVATEK PURSUANT TO WHICH OAO GAZPROM WILL DELIVER
AND OAO NOVATEK WILL ACCEPT (OFF-TAKE) IN 2008 GAS IN
AN AMOUNT OF NOT MORE THAN 1.6 BILLION CUBIC METERS
AND WILL PAY FOR GAS A MAXIMUM SUM OF 1.473 BILLION
PROPOSAL #9.20: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ISSUER YES FOR N/A
TOMSKGAZPROM PURSUANT TO WHICH OAO GAZPROM WILL
PROVIDE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE
THAN 3 BILLION CUBIC METERS AND OAO TOMSKGAZPROM WILL
PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 1 BILLION RUBLES
PROPOSAL #9.21: AGREEMENTS BETWEEN OAO GAZPROM AND OOO ISSUER YES FOR N/A
MEZHREGIONGAZ PURSUANT TO WHICH OAO GAZPROM WILL
PROVIDE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE
THAN 40 BILLION CUBIC METERS ACROSS THE TERRITORY OF
THE RUSSIAN FEDERATION, CIS COUNTRIES AND BALTIC
STATES AND OOO MEZHREGIONGAZ WILL PAY FOR THE SERVICES
RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS
VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 35 BILLION
PROPOSAL #9.22: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ISSUER YES FOR N/A
GAZPROM NEFT PURSUANT TO WHICH OAO GAZPROM WILL
PROVIDE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE
THAN 800 MILLION CUBIC METERS AND OAO GAZPROM NEFT
WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 500 MILLION RUBLES
PROPOSAL #9.23: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ISSUER YES FOR N/A
NOVATEK PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE
SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION
OF GAS IN A TOTAL AMOUNT OF NOT MORE THAN 45 BILLION
CUBIC METERS AND OAO NOVATEK WILL PAY FOR THE SERVICES
RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS
VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 26.7 BILLION
RUBLES
PROPOSAL #9.24: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ISSUER YES FOR N/A
NOVATEK PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE
SERVICES RELATED TO ARRANGING FOR THE OFF-TAKING FROM
UNDERGROUND GAS STORAGE FACILITIES OF GAS OWNED BY OAO
NOVATEK IN AN AMOUNT OF NOT MORE THAN 2.5 BILLION
CUBIC METERS AND OAO NOVATEK WILL PAY FOR THE SERVICES
RELATED TO ARRANGING FOR THE OFF-TAKING OF GAS A
MAXIMUM SUM OF 46.8 MILLION RUBLES
PROPOSAL #9.25: AGREEMENTS BETWEEN OAO GAZPROM AND A/S ISSUER YES FOR N/A
LATVIJAS GAZE PURSUANT TO WHICH OAO GAZPROM WILL SELL
AND A/S LATVIJAS GAZE WILL PURCHASE GAS IN AN AMOUNT
OF NOT MORE THAN 920 MILLION CUBIC METERS FOR A
MAXIMUM SUM OF 172 MILLION EUROS
PROPOSAL #9.26: AGREEMENTS BETWEEN OAO GAZPROM AND AB ISSUER YES FOR N/A
LIETUVOS DUJOS PURSUANT TO WHICH OAO GAZPROM WILL SELL
AND AB LIETUVOS DUJOS WILL PURCHASE GAS IN AN AMOUNT
OF NOT MORE THAN 1.655 BILLION CUBIC METERS FOR A
MAXIMUM SUM OF 216 MILLION EUROS
PROPOSAL #9.27: AGREEMENTS BETWEEN OAO GAZPROM AND UAB ISSUER YES FOR N/A
KAUNO TERMOFIKACIJOS ELEKTRINE PURSUANT TO WHICH OAO
GAZPROM WILL SELL AND UAB KAUNO TERMOFIKACIJOS
ELEKTRINE WILL PURCHASE GAS IN AN AMOUNT OF NOT MORE
THAN 326 MILLION CUBIC METERS FOR A MAXIMUM SUM OF 30
MILLION EUROS
PROPOSAL #9.28: AGREEMENTS BETWEEN OAO GAZPROM AND ISSUER YES FOR N/A
MOLDOVAGAZ S.A. PURSUANT TO WHICH OAO GAZPROM WILL
DELIVER AND MOLDOVAGAZ S.A. WILL ACCEPT (OFF-TAKE) IN
2008 GAS IN AN AMOUNT OF NOT MORE THAN 3.9 BILLION
CUBIC METERS AND WILL PAY FOR GAS A MAXIMUM SUM OF 702
MILLION U.S. DOLLARS
PROPOSAL #9.29: AGREEMENTS BETWEEN OAO GAZPROM AND ISSUER YES FOR N/A
MOLDOVAGAZ S.A. PURSUANT TO WHICH IN 2008 MOLDOVAGAZ
S.A. WILL PROVIDE SERVICES RELATED TO THE
TRANSPORTATION OF GAS IN TRANSIT ACROSS THE TERRITORY
OF THE REPUBLIC OF MOLDOVA IN AN AMOUNT OF NOT MORE
THAN 23.6 BILLION CUBIC METERS AND OAO GAZPROM WILL
PAY FOR THE SERVICES RELATED TO THE TRANSPORTATION OF
GAS VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 59
MILLION U.S. DOLLARS
PROPOSAL #10.1: ELECT MR. AKIMOV ANDREI IGOREVICH AS A ISSUER YES ABSTAIN N/A
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.2: ELECT MR. ANANENKOV ALEKSANDR ISSUER YES ABSTAIN N/A
GEORGIEVICH AS A MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #10.3: ELECT MR. BERGMANN BURCKHARD AS A ISSUER YES ABSTAIN N/A
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.4: ELECT MR. GAZIZULLIN FARIT RAFIKOVICH ISSUER YES ABSTAIN N/A
AS A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.5: ELECT MR. GREF GERMAN OSKAROVICH AS A ISSUER YES ABSTAIN N/A
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.6: ELECT MS. KARPEL ELENA EVGENIEVNA AS A ISSUER YES ABSTAIN N/A
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.7: ELECT MR. MEDVEDEV DMITRIY ISSUER YES ABSTAIN N/A
ANATOLIEVICH AS A MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #10.8: ELECT MR. MEDVEDEV YURII MITROFANOVICH ISSUER YES ABSTAIN N/A
AS A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.9: ELECT MR. MILLER ALEKSEI BORISOVICH AS ISSUER YES ABSTAIN N/A
A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.10: ELECT MR. NIKOLAEV VIKTOR VASILIEVICH ISSUER YES ABSTAIN N/A
AS A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.11: ELECT MR. OGANESYAN SERGEY ARAMOVICH ISSUER YES ABSTAIN N/A
AS A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.12: ELECT MR. POTYOMKIN ALEKSANDR ISSUER YES ABSTAIN N/A
IVANOVICH AS A MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #10.13: ELECT MR. SEREDA MIKHAIL LEONIDOVICH ISSUER YES ABSTAIN N/A
AS A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.14: ELECT MR. FEDOROV BORIS GRIGORIEVICH ISSUER YES FOR N/A
AS A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.15: ELECT MR. FORESMAN ROBERT MARK AS A ISSUER YES ABSTAIN N/A
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.16: ELECT MR. KHRISTENKO VIKTOR ISSUER YES ABSTAIN N/A
BORISOVICH AS A MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #10.17: ELECT MR. SHOKHIN ALEKSANDR ISSUER YES ABSTAIN N/A
NIKOLAEVICH AS A MEMBERS OF THE BOARD OF DIRECTORS OF
THE COMPANY
PROPOSAL #10.18: ELECT MR. YUSUFOV IGOR KHANUKOVICH AS ISSUER YES ABSTAIN N/A
A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #10.19: ELECT MR. YASIN EVGENII GRIGORIEVICH ISSUER YES ABSTAIN N/A
AS A MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
PROPOSAL #11.1: ELECT MR. ARKHIPOV DMITRIY ISSUER YES FOR N/A
ALEKSANDROVICH AS A MEMBERS OF THE AUDIT COMMISSION OF
THE COMPANY
PROPOSAL #11.2: ELECT MR. ASKINADZE DENIS ARKADYEVICH ISSUER YES N/A
AS A MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #11.3: ELECT MR. BIKULOV VADIM KASYMOVICH AS ISSUER YES FOR N/A
A MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #11.4: ELECT MR. ISHUTIN RAFAEL VLADIMIROVICH ISSUER YES FOR N/A
AS A MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #11.5: ELECT MR. KOBZEV ANDREY NIKOLAEVICH AS ISSUER YES N/A
A MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #11.6: ELECT MS. LOBANOVA NINA VLADISLAVOVNA ISSUER YES FOR N/A
AS A MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #11.7: ELECT MR. NOSOV YURII STANISLAVOVICH ISSUER YES N/A
AS A MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #11.8: ELECT MS. OSELEDKO VIKTORIYA ISSUER YES N/A
VLADIMIROVNA AS A MEMBERS OF THE AUDIT COMMISSION OF
THE COMPANY
PROPOSAL #11.9: ELECT MR. SINYOV VLADISLAV ISSUER YES FOR N/A
MIKHAILOVICH AS A MEMBERS OF THE AUDIT COMMISSION OF
THE COMPANY
PROPOSAL #11.10: ELECT MR. FOMIN ANDREY SERGEEVICH AS ISSUER YES N/A
A MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
PROPOSAL #11.11: ELECT MR. SHUBIN YURI IVANOVICH AS A ISSUER YES N/A
MEMBERS OF THE AUDIT COMMISSION OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GEBERIT AG, RAPPERSWIL-JONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 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
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GEBERIT AG, RAPPERSWIL-JONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 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 2006 AND ACCEPT THE AUDITORS REPORT AND THE GROUP
AUDITORS REPORT
PROPOSAL #2.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR N/A
EARNINGS
PROPOSAL #3.: APPROVE THE ACTIONS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS
PROPOSAL #4.: RE-ELECT MR. KLAUS WEISSHAARTO TO THE ISSUER YES FOR N/A
BOARD OF DIRECTORS
PROPOSAL #5.: ELECT THE AUDITORS AND THE GROUP AUDITORS ISSUER YES FOR N/A
PROPOSAL #6.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENERAL ELECTRIC COMPANY
TICKER: GE CUSIP: 369604103
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SIR WILLIAM M. CASTELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANN M. FUDGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN HOCKFIELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY R. IMMELT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANDREA JUNG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN G.(A.G.) LAFLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. LANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH S. LARSEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAM NUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER S. PENSKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. SWIERINGA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS A. WARNER III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT C. WRIGHT ISSUER YES FOR FOR
PROPOSAL #B: RATIFICATION OF KPMG ISSUER YES FOR FOR
PROPOSAL #C: ADOPTION OF MAJORITY VOTING FOR DIRECTORS ISSUER YES FOR FOR
PROPOSAL #D: APPROVAL OF 2007 LONG TERM INCENTIVE PLAN ISSUER YES FOR FOR
PROPOSAL #E: APPROVAL OF MATERIAL TERMS OF SENIOR ISSUER YES FOR FOR
OFFICER PERFORMANCE GOALS
PROPOSAL #01: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #02: CURB OVER-EXTENDED DIRECTORS SHAREHOLDER YES AGAINST FOR
PROPOSAL #03: ONE DIRECTOR FROM THE RANKS OF RETIREES SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: ELIMINATE DIVIDEND EQUIVALENTS SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: REPORT ON CHARITABLE CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: GLOBAL WARMING REPORT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: ETHICAL CRITERIA FOR MILITARY CONTRACTS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: REPORT ON PAY DIFFERENTIAL SHAREHOLDER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENWORTH FINANCIAL, INC.
TICKER: GNW CUSIP: 37247D106
MEETING DATE: 5/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRANK J. BORELLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. FRAIZER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NANCY J. KARCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. ROBERT "BOB" KERREY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAIYID T. NAQVI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES A. PARKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES S. RIEPE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BARRETT A. TOAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS B. WHEELER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2007.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GERDAU AMERISTEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPOINT MR. PHILLIP E. CASEY AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.2: APPOINT MR. JOSEPH J. HEFFERNAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.3: APPOINT MR. J. GERDAU JOHANNPETER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.4: APPOINT MR. F.C. GERDAU JOHANNPETER AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #A.5: APPOINT MR. A. GERDAU JOHANNPETER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.6: APPOINT MR. C. GERDAU JOHANNPETER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.7: APPOINT MR. J. SPENCER LANTHIER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #A.8: APPOINT MR. MARIO LONGHI AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.9: APPOINT MR. RICHARD MCCOY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #A.10: APPOINT MR. ARTHUR SCACE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #B.: APPOINT DELOITTE & TOUCHE LLP, AS THE ISSUER YES FOR N/A
AUDITORS OF GERDAU AMERISTEEL AND AUTHORIZE THE
DIRECTORS TO FIX THE AUDITORS REMUNERATION
PROPOSAL #C.: APPROVE TO AMEND THE ARTICLES OF ISSUER YES FOR N/A
CONTINUANCE OF GERDAU AMERISTEEL UNDER THE CANADA
BUSINESS CORPORATIONS ACT AND ANY AMENDMENTS OR
VARIATIONS THERETO THAT MAY COME BEFORE THE MEETING
PROPOSAL #D.: APPROVE THE AMENDMENTS TO THE 2005 LONG- ISSUER YES FOR N/A
TERM INCENTIVE PLAN OF GERDAU AMERISTEEL, APPROVED BY
THE HUMAN RESOURCES COMMITTEE AND ANY AMENDMENTS OR
VARIATIONS THERETO THAT MAY COME BEFORE THE MEETING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GIGAMEDIA LIMITED
TICKER: GIGM CUSIP: Y2711Y104
MEETING DATE: 6/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ADOPTION OF AUDITED ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF RE-APPOINTMENT OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF DIRECTORS REMUNERATION ISSUER YES FOR FOR
PROPOSAL #04: APPROVAL FOR AUTHORITY OF ALLOT AND ISSUER YES FOR FOR
ISSUE SHARES
PROPOSAL #05: APPROVAL FOR SHARE PURCHASE MANDATE ISSUER YES FOR FOR
PROPOSAL #06: APPROVAL TO ADOPT GIGAMEDIA LIMITED 2007 ISSUER YES AGAINST AGAINST
EQUITY INCENTIVE PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/23/2007 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 FOR THE YE 31 DEC 2006
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YE 31 DEC 2006
PROPOSAL #3.: ELECT DR. DANIEL PODOLSKY AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #4.: ELECT DR. STEPHANIE BURNS AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE- ELECT MR. JULIAN HESLOP AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT SIR. DERYCK MAUGHAN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-ELECT DR. RONALDO SCHMITZ AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-ELECT SIR. ROBERT WILSON AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE TO RE- ISSUER YES FOR N/A
APPOINT PRICEWATERHOUSECOOPERS LLP AS THEAUDITORS TO
THE COMPANY UNTIL THE END OF THE NEXT MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR N/A
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #11.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH 347C OF THE COMPANIES ACT 1985 ?THEACT?, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR
EU POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; ?AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM IN 2008 OR 22 NOV
2008?
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ALL SUBSTITUTING AUTHORITIES, TOALLOT
RELEVANT SECURITIES ?SECTION 80 OF THE ACT? UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 479,400,814;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE COMPANY'S AGM TO BE HELD IN 2008 OR 22 NOV 2008?;
AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSES OF ARTICLE 12 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES ?SECTION 94 OF THE ACT? FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED ON THE
DIRECTORS BY RESOLUTION 12 AND /OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A)OF THE ACT,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS ?SECTION
89(1)?, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH
A RIGHTS ISSUE ?AS DEFINED IN ARTICLE 12.5 OF THE
COMPANY'S ARTICLES OF ASSOCIATION? PROVIDED THAT AN
OFFER OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 71,910,122; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY TO BE HELD IN 2008 OR ON 22 NOV 2008?;
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.14: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE ACT, TO MAKE MARKET
PURCHASES ?SECTION 163 OF THE ACT? OF UP TO
575,280,977 ORDINARY SHARES OF 25P EACH, AT A MINIMUM
PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS AND THE HIGHER OF THE PRICE
OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT
INDEPENDENT BID ON THE LONDON STOCK EXCHANGE OFFICIAL
LIST AT THE TIME THE PURCHASE IS CARRIED OUT;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY TO BE HELD IN 2008 OR ON
22 NOV 2008?; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR
MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.15: AMEND ARTICLE 2 AND 142 OF THE ISSUER YES FOR N/A
ARTICLES OF ASSOCIATION
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ISSUER: GLOBE TELECOM INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2007 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 THE PREVIOUS ISSUER YES FOR N/A
MEETING
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.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #8.: ADJOURNMENT ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GMM GRAMMY PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE ISSUER YES FOR N/A
2006 AGM OF SHAREHOLDERS, HELD ON 28 APR 2006
PROPOSAL #2.: ACKNOWLEDGE THE DECLARATION OF THE YEAR ISSUER YES FOR N/A
2006 OPERATIONAL RESULTS AND CERTIFY THE COMPANY'S
ANNUAL REPORT
PROPOSAL #3.: APPROVE THE COMPANY'S BALANCE SHEET AND ISSUER YES FOR N/A
THE PROFIT AND LOSS STATEMENT FOR THEYE 31 DEC 2006
PROPOSAL #4.: APPROVE THE APPROPRIATION OF THE NET ISSUER YES FOR N/A
PROFIT ON DIVIDEND PAYMENTS FOR 2006 OPERATIONAL
RESULTS
PROPOSAL #5.: APPOINT THE NEW DIRECTORS IN REPLACEMENT ISSUER YES FOR N/A
TO THOSE WHO ARE DUE TO RETIRE ON ROTATION
PROPOSAL #6.: APPROVE THE BOARD OF DIRECTORS ISSUER YES FOR N/A
REMUNERATION FOR THE YEAR 2007 AND ACKNOWLEDGE THE
AUDIT COMMITTEE'S REMUNERATION FOR THE YEAR 2007
PROPOSAL #7.: APPOINT THE COMPANY'S AUDITOR AND ISSUER YES FOR N/A
APPROVE THE AUDIT FEE FOR THE YEAR 2007
PROPOSAL #8.: AMEND THE OBJECTIVES OF GMM GRAMMY ISSUER YES FOR N/A
PUBLIC COMPANY LIMITED
PROPOSAL #9.: APPROVE THE ALLOCATION OF LEGAL RESERVE ISSUER YES FOR N/A
AND SHARE PREMIUM TO COMPENSATE DEFICITS
PROPOSAL #10.: OTHER ISSUES ?IF ANY? ISSUER YES AGAINST N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GOLD FIELDS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: RECEIVE AND ADOPT THE CONSOLIDATED ISSUER YES FOR N/A
AUDITED ANNUAL FINANCIAL STATEMENTS OF THE COMPANY AND
ITS SUBSIDIARIES, INCORPORATING THE AUDITORS AND THE
DIRECTORS REPORTS FOR THE YE 30` JUN 2006
PROPOSAL #2.O.2: RE-ELECT MR. J.G. HOPWOOD AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #3.O.3: RE-ELECT MR. D.M.J. NCUBE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #4.O.4: RE-ELECT MR. I.D. COCKERILL AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #5.O.5: RE-ELECT PROFESSOR G.J. GERWEL AS A ISSUER YES AGAINST N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #6.O.6: RE-ELECT MR. N. J. HOLLAND AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #7.O.7: RE-ELECT MR. R. L. PENNANT-REA AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #8.O.8: APPROVE THAT THE ENTIRE AUTHORIZED ISSUER YES FOR N/A
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 PLACED UNDER THE
CONTROL OF THE DIRECTORS OF THE COMPANY, UNTIL THE
NEXT AGM; AUTHORIZE THE DIRECTORS, 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 #9.O.9: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, PURSUANT TO THE ARTICLES OF ASSOCIATION OF
THE COMPANY AND SUBJECT TO THE PASSING OF ORDINARY
RESOLUTION 8, TO ALLOT AND ISSUE EQUITY SECURITIES 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: THE ALLOTMENT
AND ISSUE OF EQUITY SECURITIES 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; EQUITY SECURITIES WHICH ARE THE
SUBJECT OF ISSUES FOR CASH; IN THE AGGREGATE IN ANY 1
FY MAY NOT EXCEED 10% OF THE COMPANY'S RELEVANT NUMBER
OF EQUITY SECURITIES IN ISSUE OF THAT CLASS; OF A
PARTICULAR CLASS, WILL BE AGGREGATED WITH ANY
SECURITIES THAT ARE COMPULSORILY CONVERTIBLE INTO
SECURITIES OF THAT CLASS, AND, IN THE CASE OF THE
ISSUE OF COMPULSORILY CONVERTIBLE SECURITIES,
AGGREGATED WITH THE SECURITIES OF THAT CLASS INTO
WHICH THEY ARE COMPULSORILY CONVERTIBLE; AS REGARDS
THE NUMBER OF SECURITIES WHICH MAY BE ISSUED, SHALL BE
BASED ON THE NUMBER OF SECURITIES OF THAT CLASS IN
ISSUE ADDED TO THOSE THAT MAY BE ISSUED IN FUTURE
ARISING FROM THE CONVERSION OF OPTIONS/CONVERTIBLE
SECURITIES AT THE DATE OF SUCH APPLICATION, LESS ANY
SECURITIES OF THE CLASS ISSUED, OR TO BE ISSUED IN
FUTURE ARISING FROM OPTIONS/CONVERTIBLE SECURITIES
ISSUED, DURING THE CURRENT FY, PROVIDED THAT ANY
EQUITY SECURITIES TO BE ISSUED FOR CASH PURSUANT TO A
RIGHTS ISSUE ANNOUNCED AND IRREVOCABLE AND
UNDERWRITTEN/OR ACQUISITION CONCLUDED UP TO THE DATE
OF APPLICATION MAY BE INCLUDED AS THOUGH THEY WERE
EQUITY SECURITIES IN ISSUE AT THE DATE OF APPLICATION;
THE MAXIMUM DISCOUNT AT WHICH EQUITY SECURITIES MAY
BE ISSUED FOR CASH IS 10 % OF THE WEIGHTED AVERAGE
TRADED PRICE ON THE JSE OF THOSE EQUITY SECURITIES
OVER THE 30 DAYS PRIOR TO THE DATE THAT THE PRICE OF
THE ISSUE IS DETERMINED OR AGREED BY THE DIRECTORS OF
THE COMPANY; AFTER THE COMPANY HAS ISSUED EQUITY
SECURITIES FOR CASH WHICH REPRESENT, ON A CUMULATIVE
BASIS WITHIN A FY, 5% OR MORE OF THE NUMBER OF EQUITY
SECURITIES OF THAT CLASS IN ISSUE PRIOR TO THAT ISSUE,
THE COMPANY SHALL PUBLISH 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 THE EQUITY SECURITIES WHICH ARE
THE SUBJECT OF THE ISSUE FOR CASH ARE OF A CLASS
ALREADY IN ISSUE OR ARE LIMITED TO SUCH SECURITIES OR
RIGHTS THAT ARE CONVERTIBLE TO A CLASS ALREADY IN
ISSUE; AUTHORITY EXPIRES THE EARLIER OF THE
FORTHCOMING AGM OR 15 MONTHS
PROPOSAL #10O10: APPROVE TO REVOKE THE ORDINARY ISSUER YES FOR N/A
RESOLUTION 10 WHICH WAS ADOPTED AT THE AGM OF THE
COMPANY ON17 NOV 2005 AND THAT IT IS NOW RESOLVED THAT
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 11 AND PURSUANT TO ANY RESOLUTIONS
PLACING SHARES UNDER THE CONTROL OF THE DIRECTORS FOR
THE PURPOSES OF THE GOLD FIELDS LIMITED NON-EXECUTIVE
2005 SHARE PLAN, EXCEED 5% OF THE TOTAL ISSUED
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY BE
PLACED UNDER THE CONTROL OF THE DIRECTORS OF THE
COMPANY WHO ARE SPECIFICALLY AUTHORIZED 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 #11O11: APPROVE TO REVOKE THE ORDINARY ISSUER YES FOR N/A
RESOLUTION 11 WHICH WAS ADOPTED AT THE AGM OF THE
COMPANY ON 17 NOV 2005 AND THAT IT IS NOW RESOLVED
THAT 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 10 AND PURSUANT TO ANY
RESOLUTIONS PLACING SHARES UNDER THE CONTROL OF THE
DIRECTORS FOR THE PURPOSES OF THE GOLD FIELDS LIMITED
NON-EXECUTIVE 2005 SHARE PLAN, EXCEED 5% OF THE TOTAL
ISSUED ORDINARY SHARES IN THE CAPITAL OF THE COMPANY,
BE PLACED UNDER THE CONTROL OF THE DIRECTORS OF THE
COMPANY WHO ARE SPECIFICALLY AUTHORIZED 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 GF
MANAGEMENT INCENTIVE SCHEME, AS SAME MAY BE AMENDED
FROM TIME TO TIME
PROPOSAL #12O12: APPROVE THAT THE NON-EXECUTIVE ISSUER YES FOR N/A
DIRECTORS ARE AWARDED RIGHTS TO THE FOLLOWING NUMBERS
OF SHARES IN TERMS OF THE GOLD FIELDS LIMITED 2005
NON-EXECUTIVE SHARE PLAN: MESSRS. A.J. WRIGHT - 2
,800, K. ANSAH-1,900; G.J. GERWEL-1, 200; A.
GRIGORIAN-1, 900, J.G. HOPWOOD - 800; J. M. MCMAHON-
1900, D.M.J. NCUBE - 800; R.L. PENNANT-REA - 1 900; P.
J. RYAN- 1,900, T.M.G. SEXWALE-1, 900; AND C.I. VAN
CHRISTIERSON-1,900; SO 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 NON-EXECUTIVE DIRECTORS UNDER
THIS ORDINARY RESOLUTION NUMBER 12 BE PLACED UNDER THE
CONTROL OF THE DIRECTORS OF THE COMPANY WHO ARE
SPECIFICALLY AUTHORIZED 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 #13O13: APPROVE TO INCREASE THE ORDINARY ISSUER YES FOR N/A
BOARD MEMBERS BOARD FEE FROM ZAR 100,000 PER ANNUM TO
ZAR 110,000 PER ANNUM WITH EFFECT FROM 01 JAN 2007
AND THAT THE CHAIRMAN'S FEE AND ALL OTHER COMMITTEE
AND ATTENDANCE FEES REMAIN UNCHANGED
PROPOSAL #14S.1: AUTHORIZE THE COMPANY OR ANY OF ITS ISSUER YES FOR N/A
SUBSIDIARIES, PURSUANT TO THE ARTICLES OF ASSOCIATION
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: THE NUMBER OF ORDINARY
SHARES ACQUIRED IN ANY 1 FY SHALL NOT EXCEED 20% OF
THE ORDINARY SHARES IN ISSUE AT THE DATE ON WHICH THIS
RESOLUTION IS PASSED; THE REPURCHASE MUST BE EFFECTED
THROUGH THE ORDER BEAK OPERATED BY THE JSE TRADING
SYSTEM AND DONE WITHOUT ANY PRIOR UNDERSTANDING OR
ARRANGEMENT BETWEEN THE COMPANY AND THE COUNTER PARTY;
THE COMPANY ONLY APPOINTS 1AGENT TO EFFECT ANY
REPURCHASE'S ON ITS BEHALF; 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; 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;
THE REPURCHASE OF SHARES BY THE COMPANY OR ITS
SUBSIDIARIES MAY NOT BE EFFECTED DURING A PROHIBITED
PERIOD AS DEFINED IN THE JSE LISTINGS REQUIREMENTS;
AFTER A REPURCHASE, THE COMPANY WILL CONTINUE TO
COMPLY WITH ALL THE JSE LISTINGS REQUIREMENTS
CONCERNING SHAREHOLDER SPREAD REQUIREMENTS; AND 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; AUTHORITY
EXPIRES EARLIER OF THE DATE OF THE NEXT AGM OF THE
COMPANY OR 15 MONTHS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GREAT EASTERN HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2007 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 FINANCIAL STATEMENTS FOR THE FYE 31
DEC 2006
PROPOSAL #2.: APPROVE A FINAL DIVIDEND OF 20 CENTS ISSUER YES FOR N/A
?GROSS? AND A SPECIAL FINAL DIVIDEND OF 28 CENTS
?GROSS? PER ORDINARY SHARE, LESS SINGAPORE INCOME TAX
AT 18%, IN RESPECT OF THE FYE 31 DEC 2006 AS
RECOMMENDED BY THE DIRECTORS
PROPOSAL #3.a.1: RE-APPOINT MR. MICHAEL WONG PAKSHONG ISSUER YES FOR N/A
AS A DIRECTOR OF THE COMPANY, PURSUANT TO SECTION
153(6) OF THE COMPANIES ACT, CHAPTER 50, 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 MR. LEE SENG WEE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, PURSUANT TO SECTION153(6) OF
THE COMPANIES ACT, CHAPTER 50, 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 DR. CHEONG CHOONG KONG AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE 91 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.b.2: RE-ELECT MR. DAVID CONNER AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE 91 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.b.3: RE-ELECT MR. TAN YAM PIN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION UNDER ARTICLE91 OF
THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: APPROVE THE DIRECTORS FEES OF SGD ISSUER YES FOR N/A
922,750 FOR THE FYE 31 DEC 2006 ?2005: SGD914,900?
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 AGAINST N/A
TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE
PROVISIONS OF THE GREAT EASTERN HOLDINGS EXECUTIVES
SHARE OPTION SCHEME ?THE SCHEME? AND TO ALLOT AND
ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINARY SHARES
IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO
BE ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS
UNDER THE SCHEME, PROVIDED THAT THE AGGREGATE NUMBER
OF ORDINARY SHARES OVER WHICH THE DIRECTORS MAY GRANT
OPTIONS ON ANY DATE, WHEN ADDED TO THE NUMBER OF
ORDINARY SHARES ISSUED AND ISSUABLE IN RESPECT OF ALL
OPTIONS GRANTED UNDER THE SCHEME, SHALL NOT EXCEED 10%
OF THE TOTAL NUMBER OF ISSUED ORDINARY SHARES IN THE
CAPITAL OF THE COMPANY ON THE DAY PRECEDING THAT DATE
PROPOSAL #7.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GROUPE DANONE, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2006, AS
PRESENTED
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THAT THE EARNINGS FOR THE FY OF ISSUER YES FOR N/A
EUR 873,582,156.27, PLUS THE RETAINEDEARNINGS OF EUR
1,751,850,933.96, I.E. DISTRIBUTABLE INCOME OF EUR
2,625,433,090.23 BE APPROPRIATED AS FOLLOWS:
DIVIDENDS: EUR 521,729,492.00; RETAINED EARNINGS: EUR
2,103,703,598.23; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 2.00 PER SHARE, AND WILL ENTITLE TO
THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 10 MAY 2007; 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 YES FOR N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL.225-38 ET
SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
SAID REPORT, THE AGREEMENTS REFERRED TO THEREIN AND
THE ONES AUTHORIZED EARLIER AND WHICH REMAINED IN
FORCE DURING THE FY
PROPOSAL #O.5: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR N/A
FRANCK RIBOUD AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST N/A
EMMANUEL FABER AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.7: RATIFY THE CO-OPTATION OF MR. NAOMASA ISSUER YES AGAINST N/A
TSURITANI AS A DIRECTOR, UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FY 2007
PROPOSAL #O.8: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES AGAINST N/A
PURCHASE, KEEP OR TRANSFER THE COMPANY SSHARES IN
CONNECTION WITH A SHARE BUYBACK PROGRAM, SUBJECT TO
THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 160.00; MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL, I.E. 26,086,474 SHARES, MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
4,173,835,840.00; 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
AN EXTERNAL GROWTH OPERATION CANNOT EXCEED 5% OF ITS
CAPITAL, IT SUPERSEDES THE ONE GRANTED BY THE COMBINED
SHAREHOLDERS MEETING OF 27 APR 2006 IN ITS
RESOLUTION 10; ?AUTHORITY EXPIRES AFTER THE END OF 18
MONTH PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #O.9: ACKNOWLEDGE THAT, IN ORDER TO CARRY ON ISSUER YES FOR N/A
ITS COMMITMENT, WHICH IS FOOD FOR HEALTH FOR THE MOST
OF THE PEOPLE AND AS PART OF THE UPDATING OF ITS
DUAL COMMITMENT TO BUSINESS PERFORMANCE AND SOCIAL
PROGRESS, THE COMPANY WISHES TO LAUNCH A WORLDWIDE
PROGRAM, FOCUSING ON THE CREATION OF A COMPANY
DEVELOPMENT FUND, WITH A SOCIAL AIM, CALLED DANONE
COMMUNITIES; AND THE SUBSCRIPTION BY THE COMPANY OF
UNIT TRUST DANONE COMMUNITIES SHARES
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
INCREASE THE CAPITAL ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY ISSUANCE, WITH THE SHAREHOLDERS
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES IN
THE COMPANY AND SECURITIES GIVING ACCESS TO THE
COMPANY'S CAPITAL, THE CEILING OF THE NOMINAL AMOUNT
OF CAPITAL INCREASE TO BE CARRIED OUT UNDER THIS
DELEGATION OF AUTHORITY IS EUR 45,000,000.00; THE
NOMINAL AMOUNT OF ORDINARY SHARES TO BE ISSUED BY
VIRTUE OF THE RESOLUTIONS E.11, E.12, E.13 AND E.14
SHALL COUNT AGAINST THIS AMOUNT, THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES TO BE ISSUED SHALL NOT
EXCEED EUR 2,000,000,000.00; THIS CEILING IS COMMON TO
THE ISSUANCE OF DEBT SECURITIES GIVING ACCESS TO THE
COMPANY'S CAPITAL CARRIED OUT BY VIRTUE OF THE
RESOLUTIONS E.11, E.12, E.13 AND E.14, BUT DISTINCT
FROM THE CEILING OF EUR 4,000,000,000.00 CORRESPONDING
TO THE ISSUANCE OF DEBT SECURITIES DECIDED BY VIRTUE
OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 27 APR 2006 IN ITS RESOLUTION 11, IT
SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 22 APR 2005 IN ITS RESOLUTION
14; ?AUTHORITY EXPIRES AFTER THE END OF A 26 MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
INCREASE THE CAPITAL, ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD AND BY WAY OF A PUBLIC OFFERING, BY
ISSUANCE, WITH CANCELLATION OF THE SHAREHOLDERS
PREFERRED SUBSCRIPTION RIGHTS BUT WITH THE OBLIGATION
TO GRANT A PRIORITY RIGHT, OF SHARES IN THE COMPANY
AND SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL
THE CEILING OF THE NOMINAL AMOUNT OF CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION OF AUTHORITY
IS EUR 33,000,000.00, THIS CEILING IS COMMON TO THE
CAPITAL INCREASES TO BE CARRIED OUT BY VIRTUE OF THE
RESOLUTIONS E.12, E.13 AND E.14 AND SHALL COUNT
AGAINST THE OVERALL CEILING OF THE RESOLUTION E.10;
THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES TO BE
ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00; THIS
CEILING IS COMMON TO THE ISSUANCE OF DEBT SECURITIES
GIVING ACCESS TO THE COMPANY'S CAPITAL CARRIED OUT BY
VIRTUE OF THE RESOLUTIONS 10, 12, 13 AND 14, BUT
DISTINCT FROM THE CEILING OF EUR 4,000,000,000.00
CORRESPONDING TO THE ISSUANCE OF DEBT SECURITIES
DECIDED BY VIRTUE OF THE; AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 27 APR 2006 IN ITS
RESOLUTION 11, IT SUPERSEDES THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 22 APR 2005 IN ITS
RESOLUTION 15; ?AUTHORITY EXPIRES AFTER THE END OF A
26 MONTH PERIOD?; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE
EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION OF SHAREHOLDERS IN
ACCORDANCE WITH THE RESOLUTIONS E.10 AND E.11, ON THE
TERMS AND CONDITIONS FIXED BY ARTICLE L.225-135-1
SUBJECT THAT THE CEILINGS SET FORTH IN SUCH
RESOLUTIONS ARE RESPECTED, IT SUPERSEDES THE ONE
GRANTED BY THE SHAREHOLDERS MEETING OF 22 APR 2005 IN
ITS RESOLUTION 16; ?AUTHORITY EXPIRES AFTER THE END
OF 26 MONTH PERIOD?; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES AGAINST N/A
ISSUE ORDINARY SHARES OF THE COMPANY OR SECURITIES
GIVING ACCESS BY ALL MEANS TO EXISTING OR FUTURE
ORDINARY SHARES OF THE COMPANY, IN CONSIDERATION FOR
SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER
INITIATED BY THE COMPANY IN FRANCE OR ABROAD
CONCERNING THE SHARES OF ANOTHER COMPANY, THE ISSUES
CARRIED OUT BY VIRTUE OF THE PRESENT RESOLUTION MUST
RESPECT THE CEILINGS SET FORTH IN THE RESOLUTION E.11,
IT SUPERSEDES THE DELEGATION GRANTED BY THE
SHAREHOLDERS MEETING OF 22 APR 2005 IN ITS RESOLUTION
17; ?AUTHORITY EXPIRES AFTER THE END OF 26 MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
INCREASE THE SHARE UP TO 10% OF THE SHARE CAPITAL, BY
WAY OF ISSUING ORDINARY SHARES OF THE COMPANY OR
SECURITIES GIVING ACCESS TO THE COMPANY CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO
THE COMPANY AND COMPRISED OF CAPITAL SECURITIES OR
SECURITIES GIVING ACCESS TO SHARE CAPITAL THE ISSUES
CARRIED OUT BY VIRTUE OF THE PRESENT DELEGATION SHALL
ALSO RESPECT THE CEILINGS SET FORTH IN THE RESOLUTION
E.11 OF THE PRESENT SHAREHOLDERS MEETING, IT
SUPERSEDES THE DELEGATION GRANTED BY THE SHAREHOLDERS
MEETING OF 22 APR 2005 IN ITS RESOLUTION 18;
?AUTHORITY EXPIRES AFTER THE END OF A 26 MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: AUTHORITY THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS,
UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00,
BY WAY OF CAPITALIZING RESERVES, PROFITS OR 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, IT SUPERSEDES
THE ONE GRANTED BY THE SHAREHOLDERS MEETING OF 22 APR
2005 IN ITS RESOLUTION 20; ?AUTHORITY EXPIRES AFTER
THE END OF A 26-MONTH PERIOD?; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
IN FAVOR OF EMPLOYEES OF THE COMPANY AND ITS RELATED
COMPANIES WHO ARE THE MEMBERS OF A COMPANY SAVINGS
PLAN, AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED
EUR 3,000,000.00, THIS AUTHORIZATION SUPERSEDES THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
27 APR 2006 IN ITS RESOLUTION 12; ?AUTHORITY EXPIRES
AFTER THE END OF A 26 MONTH PERIOD?; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
GRANT, IN ONE OR MORE TRANSACTIONS, TO THE EMPLOYEES
AND CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES, OPTIONS GIVING THE RIGHT TO PURCHASE
EXISTING SHARES OF THE COMPANY, IT BEING PROVIDED THAT
THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER
OF SHARES, WHICH SHALL EXCEED 3,000,000 COMPANY'S
SHARES, IT SUPERSEDES THE ONE GRANTED BY THE
SHAREHOLDERS MEETING OF 22 APR 2005 IN ITS RESOLUTION
22; ?AUTHORITY EXPIRES AFTER THE END OF A 26 MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES AGAINST N/A
GRANT, FOR FREE, ON ONE OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOR OF THE EMPLOYEES OR THE
CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 1,000,000
SHARES, IT SUPERSEDES THE ONE GRANTED BY THE
SHAREHOLDERS MEETING OF 22 APR 2005 IN ITS RESOLUTION
23; ?AUTHORITY EXPIRES AFTER THE END OF A 26 MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUER YES FOR N/A
REDUCE THE SHARE CAPITAL, ON ONE OR MOREOCCASIONS, BY
CANCELING ALL OR PART OF THE SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP
TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A 24
MONTH PERIOD, IT SUPERSEDES THE ONE GRANTED BY THE
SHAREHOLDERS MEETING OF 22 APR 2005 IN ITS RESOLUTION
24; ?AUTHORITY EXPIRES AFTER THE END OF A 24 MONTH
PERIOD?; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.20: APPROVE TO REDUCE THE NOMINAL VALUE OF ISSUER YES FOR N/A
THE, SHARES FROM EUR 0.50 TO EUR 0.25,CONSEQUENTLY,
THE MAXIMUM PURCHASE PRICE FIXED BY THE RESOLUTION O.8
WILL AMOUNT TO EUR 80.00, THE MAXIMUM AMOUNT OF
SHARES TO BE PURCHASED IN RESOLUTION E.17 WILL BE
6,000,000 SHARES, THE MAXIMUM AMOUNT OF SHARES TO BE
GRANTED FOR FREE IN RESOLUTION E.18 TO THE EMPLOYEES
AND THE CORPORATE OFFICERS WILL BE 2,000,000 SHARES;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
PROPOSAL #E.21: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR 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 #A.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES FOR N/A
PROPOSAL: AMEND THE ARTICLE 26.II OF THE BYLAWS IN
ORDER TO CANCEL THE PROVISIONS LIMITING THE VOTING
RIGHTS OF THE SHAREHOLDERS IN A SHAREHOLDER MEETING TO
6% OF THE SIMPLE VOTING RIGHTS AND TO 12% OF THE
DOUBLE VOTING RIGHTS HELD BY A SHAREHOLDER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRUPO MEXICO SAB DE CV
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE GENERAL BALANCE SHEET OF THE ISSUER YES FOR N/A
COMPANY TO 30 SEP 2006, AND OF THE GENERAL PROFORMA
BALANCE SHEET OF THE COMPANY TO THE SAME DATE
PROPOSAL #2.: APPROVE THAT, EFFECTIVE 31 DEC 2006, THE ISSUER YES FOR N/A
SUBSIDIARY OF THE COMPANY CALLED GRUPO MINERO MEXICO
INTERNACIONAL, S.A. DE C.V., AS THE MERGED COMPANY, BE
MERGED INTO GRUPO MEXICO, S.A.B. DE C.V., WITH THIS
COMPANY BEING THE SURVIVING COMPANY; AND RATIFY THE
CORRESPONDING MERGER AGREEMENT
PROPOSAL #3.: APPROVE THE CANCELLATION, IF RELEVANT, ISSUER YES AGAINST N/A
ISSUANCE AND EXCHANGE OF THE SHARE CERTIFICATES
REPRESENTING THE CAPITAL OF THE COMPANY
PROPOSAL #4.: APPROVE TO DESIGNATE THE SPECIAL ISSUER YES FOR N/A
DELEGATES OF THE MEETING TO CARRY OUT AND FORMALIZE
THE RESOLUTIONS PASSED BY THE MEETING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANA FINANCIAL GROUP INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/22/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS ISSUER YES ABSTAIN N/A
PROPOSAL #2.: APPROVE THE PROPOSED DISPOSITION OF ISSUER YES ABSTAIN N/A
RETAINED EARNINGS
PROPOSAL #3.1: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #3.2: ELECT THE AUDITORS COMMITTEE MEMBERS ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE DECISION OF DIRECTOR'S BONUS ISSUER YES ABSTAIN N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANA FINANCIAL GROUP INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES ABSTAIN N/A
STATEMENT
PROPOSAL #2.: APPROVE THE STATEMENT OF APPROPRIATION ISSUER YES ABSTAIN N/A
OF UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #3.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES ABSTAIN N/A
ARTICLES OF INCORPORATION
PROPOSAL #4.1: ELECT MR. JUNG TAE, KIM AS AN NON- ISSUER YES ABSTAIN N/A
EXECUTIVE DIRECTOR; MESSRS. JAE CHUL, KIM; MI HYOUN,
LEE; ALFRED BALDES; ROY KARAOGLAN; JU SUNG, KIM; SANG
BU, YOU; KI JE, JANG; YOUN DAE AND HAE WANG, JUNG AS
THE OUTSIDE DIRECTORS
PROPOSAL #4.2: ELECT MESSRS. JU SUNG, KIM; SANG BU, ISSUER YES ABSTAIN N/A
YOU AND KI JE, JANG AS THE MEMBERS OF THE AUDIT
COMMITTEE
PROPOSAL #5.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES ABSTAIN N/A
DIRECTORS
PROPOSAL #6.: APPROVE THE STOCK OPTION FOR STAFF OF ISSUER YES ABSTAIN N/A
HOLDING COMPANY AND AFFILIATED COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANSON PLC NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE REPORTS OF THE DIRECTORS AND OF THE
AUDITORS FYE 31 DEC 2006
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT AS ISSUER YES FOR N/A
SPECIFIED FOR THE YE 31 DEC 2006
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 15.35 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE PAYABLE ON 04 MAY 2007 TO
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS
ON 10 APR 2007
PROPOSAL #4.A: RE-ELECT MR. M.W. WELTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.B: RE-ELECT MR. J.W. LENG AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.C: RE-ELECT MR. G. DRANSFIELD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.D: ELECT MR. P.S. BINNING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR N/A
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 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 TO BE HELD IN 2008?
PROPOSAL #S.6.B: AUTHORIZE THE DIRECTORS IN ACCORDANCE ISSUER YES FOR N/A
WITH AND SUBJECT TO THE TERMS OF ARTICLES 4.3 AND 4.4
OF THE COMPANY'S ARTICLE 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 TO BE HELD IN 2008?
PROPOSAL #S.7: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES ?SECTION 163(3) OF THE COMPANIES ACT 1985?
UP TO AN AGGREGATE OF 73.6 MILLION ORDINARY SHARES OF
10P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 10P ?EXCLUSIVE OF EXPENSES? AND NOT MORE THAN
105% OF THE AVERAGE MARKET VALUE FOR AN ORDINARY
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AND
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 TO BE HELD IN 2008?; BEFORE SUCH EXPIRY THE
COMPANY MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES BEFORE THE EXPIRY OF THIS AUTHORITY 105%
PROPOSAL #8.: APPROVE HANSON SHARESAVE SCHEME 2007 AS ISSUER YES FOR N/A
SPECIFIED AND AUTHORIZE THE DIRECTORSTO DO ALL SUCH
ACTS AND THINGS ?INCLUDING ALTERING THE RULES? AS ARE
NECESSARY TO OBTAIN THE APPROVAL OF HM REVENUE &
CUSTOMS THERETO AND TO DO ALL SUCH OTHER ACTS AND
THINGS AS MAY BE NECESSARY TO CARRY THE HANSON
SHARESAVE SCHEME 2007 INTO EFFECT
PROPOSAL #S.9: APPROVE: THAT THE COMPANY MAY SEND OR ISSUER YES FOR N/A
SUPPLY DOCUMENTS OR INFORMATION TO MEMBERS BY MAKING
THEM AVAILABLE ON A WEBSITE IN ACCORDANCE WITH
SCHEDULE 5TH OF THE COMPANIES ACT 2006
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HASBRO, INC.
TICKER: HAS CUSIP: 418056107
MEETING DATE: 5/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BASIL L. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN R. BATKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL W.O. GARRETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. GORDON GEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK M. GREENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN G. HASSENFELD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAUDINE B. MALONE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD M. PHILIP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAULA STERN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALFRED J. VERRECCHIA ISSUER YES FOR FOR
PROPOSAL #02: APPROVE AMENDMENTS TO THE 2003 STOCK ISSUER YES FOR FOR
INCENTIVE PERFORMANCE PLAN.
PROPOSAL #03: RATIFICATION OF KPMG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2007 FISCAL YEAR.
PROPOSAL #04: TO CONSIDER AND VOTE UPON A SHAREHOLDER SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL ENTITLED SUSTAINABILITY REPORT-HASBRO, INC.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/15/2006 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 2006 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 2.90 PENCE ISSUER YES FOR N/A
PER SHARE
PROPOSAL #3.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
PROPOSAL #4.: RE-APPOINT MR. PAUL VENABLES AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MRS. LESLEY M.S. KNOX AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. DENIS R. WAXMAN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
SECURITIES FOR THE PURPOSE OF SECTION 80 OF THE
COMPANIES ACT 1985 WITH PRE-EMPTIVE RIGHTS UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 4,871,037
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 9, PURSUANT TO SECTION
94(3A) OF THE COMPANIES ACT 1985, TO ISSUE EQUITY OR
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 730,655, AS IF
SECTION 89(1) OF THE ACT DID NOT APPLY
PROPOSAL #S.11: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASE OF ITS SHARES UP TO 219,196,666ORDINARY SHARES
PROPOSAL #12.: AUTHORIZE THE DIRECTORS TO ADOPT THE ISSUER YES FOR N/A
HAYS INTERNATIONAL SHARESAVE SCHEME
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE HAYS PLC PERFORMANCE SHARE ISSUER YES FOR N/A
PLAN ?THE PSP?, THE PRINCIPAL TERMS AS SPECIFIED AND
AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS
AS THEY MAY CONSIDER APPROPRIATE TO IMPLEMENT THE PSP
PROPOSAL #2.: ADOPT THE HAYS PLC DEFERRED ANNUAL BONUS ISSUER YES FOR N/A
PLAN ?THE DAB?, THE PRINCIPAL TERMS AS SPECIFIED AND
AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS
AS THEY MAY CONSIDER APPROPRIATE TO IMPLEMENT THE DAB
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HBOS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR N/A
DIRECTORS AND THE AUDITORS FOR THE YE31 DEC 2006
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 27.9 PENCE ISSUER YES FOR N/A
PER HBOS ORDINARY SHARE FOR THE YE 31 DEC 2006 AND
APPROVE TO PAY IT ON 14 MAY 2007 TO HOLDERS OF HBOS
ORDINARY SHARES ON THE REGISTER ON 16 MAR 2007 IN
RESPECT OF EACH HBOS ORDINARY SHARE
PROPOSAL #3.: ELECT MS. JO DAWSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #4.: ELECT MR. BENNY HIGGINS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. RICHARD COUSINS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. ANTHONY HOBSON 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.: APPROVE THE REPORT OF THE BOARD IN ISSUER YES FOR N/A
RELATION TO REMUNERATION POLICY AND PRACTICE FOR THE
YE 31 DEC 2006
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSIONOF THE
NEXT GENERAL MEETING OF THE COMPANY AT WHICH ACCOUNTS
ARE LAID BEFORE SHAREHOLDERS AND AUTHORIZE THE AUDIT
COMMITTEE TO DETERMINE THEIR REMUNERATION
PROPOSAL #10.: AMEND THE RULES OF THE HBOS PLC LONG ISSUER YES FOR N/A
TERM EXECUTIVE BONUS PLAN ?THE PLAN?, ASSPECIFIED AND
AUTHORIZE THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO
THE RULES AS THEY MAY CONSIDER NECESSARY AND DO ALL
ACTS AND THINGS NECESSARY TO IMPLEMENT THE AMENDMENT
AS SPECIFIED
PROPOSAL #11.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 347C OF THE COMPANIES ACT 1985 ?THE ACT?,
TO: A) MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
NOT EXCEEDING GBP 100,000 IN TOTAL; AND B) INCUR EU
POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN
TOTAL IN EACH CASE DURING THE PERIOD COMMENCING ON THE
DATE OF THIS RESOLUTION; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE COMPANY'S AGM IN 2008
OR ON 25 JUL 2008?
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985 ?THE
ACT?, TO ALLOT RELEVANT SECURITIES ?AS DEFINED IN THE
SECTION? UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
313,782,380 IN RESPECT OF HBOS ORDINARY SHARES; AND
GBP 2,900,834,400, GBP 3,000,000,000, USD
4,998,500,000, AUD 1,000,000,000, AND CAD
1,000,000,000 IN RESPECT OF HBOS PREFERENCE SHARES;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY IN 2008 OR ON 25 JUL 2008?; AND
THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.13: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR N/A
EQUITY SECURITIES ?SECTION 94 OF THE COMPANIES ACT
1985 ?THE ACT?, ENTIRELY PAID FOR IN CASH: I) OF AN
UNLIMITED AMOUNT IN CONNECTION WITH A RIGHTS ISSUE ?AS
DEFINED IN ARTICLE 21.7 OF THE COMPANY'S ARTICLES OF
ASSOCIATION?; II) IN ADDITION OF AN AGGREGATE NOMINAL
AMOUNT OF GBP 47,067,357 FREE OF THE RESTRICTIONS IN
SECTION 89(1) OF THE ACT AND, IN CONNECTION WITH SUCH
POWER; ?AUTHORITY EXPIRES THE EARLIER OF THE DATE OF
THE AGM OF THE COMPANY IN 2008 OR 25 JUL 2008?; AND
THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; IN WORKING
OUT OF THE MAXIMUM AMOUNT OF EQUITY SECURITIES FOR THE
PURPOSE OF SECTION (II) OF THIS RESOLUTION, THE
NOMINAL VALUE OF RIGHTS TO SUBSCRIBE FOR SHARES OR TO
CONVERT ANY SECURITIES INTO SHARES WILL BE TAKEN AS
THE NOMINAL VALUE OF THE SHARES WHICH WOULD BE
ALLOTTED IF THE SUBSCRIPTION OR CONVERSION TAKES PLACE
PROPOSAL #S.14: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985 ?THE
ACT?, TO MAKE MARKET PURCHASES ?SECTION 163 OF THE
ACT? OF UP TO 376,115,726 ORDINARY SHARES OF THE
CAPITAL OF THE COMPANY AND, WHERE SHARES ARE HELD AS
TREASURY SHARES, TO USE THEM, INTER ALIA, FOR THE
PURPOSES OF EMPLOYEE SHARE PLANS OPERATED BY THE
COMPANY, AT A MINIMUM PRICE OF 25P NOMINAL VALUE OF
EACH SHARE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2008 OR 25
JUL 2008?; 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: HEINEKEN NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/19/2007 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
2006, THE INCOME STATEMENT FOR THE YEAR 2006 AND NOTES
THERETO
PROPOSAL #1.B: APPROVE A NEW RESERVE AND DIVIDEND ISSUER NO N/A N/A
POLICY
PROPOSAL #1.C: APPROVE THE APPROPRIATION OF THE ISSUER NO N/A N/A
BALANCE OF THE INCOME STATEMENT IN ACCORDANCE WITH
ARTICLE 12, PARAGRAPH 7 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
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.: AMEND THE ARTICLES OF ASSOCIATION ISSUER NO N/A N/A
PROPOSAL #3.A: AMEND THE REMUNERATION POLICY FOR THE ISSUER NO N/A N/A
EXECUTIVE BOARD
PROPOSAL #3.B: AMEND THE LONG-TERM INCENTIVE PLAN FOR ISSUER NO N/A N/A
THE EXECUTIVE BOARD
PROPOSAL #4.: APPROVE THE EXTENSION OF THE ISSUER NO N/A N/A
AUTHORIZATION OF THE EXECUTIVE BOARD TO ACQUIRE OWN
SHARES
PROPOSAL #5.: APPROVE THE EXTENSION OF THE ISSUER NO N/A N/A
AUTHORIZATION OF THE EXECUTIVE BOARD TO ISSUE ?RIGHT
TO? SHARES AND TO RESTRICT OR EXCLUDE SHAREHOLDERS
PRE-EMPTIVE RIGHTS
PROPOSAL #6.: RE-APPOINT MR. M.R. DE CARVALHO AS THE ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
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ISSUER: HENDERSON LAND DEVELOPMENT CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/12/2006 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 FOR THE YE 30 JUN 2006
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.A: RE-ELECT MR. ALEXANDER AU SIU KEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.B: RE-ELECT DR. LEE SHAU KEE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.C: RE-ELECT MR. COLIN LAM KO YIN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.D: RE-ELECT MR. JOHN YIP YING CHEE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.E: RE-ELECT MADAM FUNG LEE WOON KING AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.F: RE-ELECT MR. EDDIE LAU YUM CHUEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.G: RE-ELECT MR. LEUNG HAY MAN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.H: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR N/A
THE DIRECTORS 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 THECAPITAL 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
ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY THE
ARTICLES OF ASSOCIATION OF THE COMPANY OR THE
COMPANIES ORDINANCE CHAPTER 32 OF THE LAWS OF HONG
KONG TO BE HELD
PROPOSAL #5.B: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST 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 UPON THE EXERCISE OF
THE SUBSCRIPTION OR CONVERSION RIGHTS ATTACHING TO ANY
WARRANTS OR CONVERTIBLE NOTES WHICH MAY BE ISSUED BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES; OR IV) 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 CHAPTER 32 OF THE LAWS OF HONG
KONG TO BE HELD
PROPOSAL #5.C: APPROVE TO EXTEND THE GENERAL MANDATE ISSUER YES FOR N/A
GRANTED TO THE DIRECTORS OF THE COMPANYTO 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: 3/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: L.T. BABBIO, JR. ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: S.M. BALDAUF ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: R.A. HACKBORN ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: J.H. HAMMERGREN ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: M.V. HURD ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: R.L. RYAN ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: L.S. SALHANY ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: G.K. THOMPSON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2007
PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
STOCKHOLDER NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS OF HEWLETT-PACKARD COMPANY
PROPOSAL #04: STOCKHOLDER PROPOSAL ENTITLED SEPARATE SHAREHOLDER YES AGAINST FOR
THE ROLES OF CEO AND CHAIRMAN
PROPOSAL #05: STOCKHOLDER PROPOSAL ENTITLED SUBJECT SHAREHOLDER YES AGAINST FOR
ANY FUTURE POISON PILL TO SHAREHOLDER VOTE
PROPOSAL #06: STOCKHOLDER PROPOSAL ENTITLED LINK PAY SHAREHOLDER YES AGAINST FOR
TO PERFORMANCE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HITACHI,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES AGAINST N/A
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.12: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.13: APPOINT A DIRECTOR ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOGANAS AB
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING AND APPOINT ISSUER NO N/A N/A
ATTORNEY RAGNAR LINDQVIST AS THE CHAIRMAN OF THE
MEETING
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE AGENDA ISSUER NO N/A N/A
PROPOSAL #4.: APPOINT 2 PEOPLE TO VERIFY THE MINUTES ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE AND CONSIDER WHETHER THE MEETING ISSUER NO N/A N/A
HAS BEEN DULY CONVENED
PROPOSAL #6.: RECEIVE THE CONSOLIDATED FINANCIAL ISSUER NO N/A N/A
STATEMENTS AND CONSOLIDATED AUDIT REPORT, INCLUDING
STATEMENTS FROM THE CHIEF EXECUTIVE OFFICER AND A
STATEMENT ON THE ACTIVITIES OF THE BOARD AND THE
BOARD'S COMMITTEES
PROPOSAL #7.A: ADOPT THE INCOME STATEMENT AND BALANCE ISSUER NO N/A N/A
SHEET AND THE CONSOLIDATED INCOME STATEMENT AND
CONSOLIDATED BALANCE SHEET
PROPOSAL #7.B: APPROVE TO DECLARE A DIVIDEND OF SEK ISSUER NO N/A N/A
6.25 PER SHARE FOR THE FY 2006, WITH MONDAY 30 APR
2007 AS THE RECORD DATE; IF THE AGM RESOLVES PURSUANT
TO THE PROPOSAL, DIVIDENDS WILL BE SCHEDULED FOR
DISBURSEMENT FROM VPC ON FRIDAY, 4 MAY 2007
PROPOSAL #7.C: GRANT DISCHARGE TO THE BOARD MEMBERS ISSUER NO N/A N/A
AND CHIEF EXECUTIVE OFFICER FROM LIABILITY
PROPOSAL #8.: APPROVE THAT THE NUMBER OF ORDINARY ISSUER NO N/A N/A
BOARD MEMBERS BE 9, WITH NO DEPUTIES
PROPOSAL #9.: APPROVE THAT THE DIRECTORS FEES WILL BE ISSUER NO N/A N/A
SEK 2,100,000, WITH THE CHAIRMAN OF THE BOARD
RECEIVING SEK 400,000 AND OTHER MEMBERS ELECTED BY THE
AGM BUT NOT EMPLOYED BY THE GROUP EACH RECEIVING SEK
200,000, AND THE REMAINING SEK 300,000 PAYABLE AS
REMUNERATION FOR COMMITTEE ACTIVITIES, AT SEK 50,000
EACH TO THE TWO EXTERNAL BOARD MEMBERS IN THE
COMPANY'S CURRENCY COMMITTEE AND SEK 100,000 TO THE
CHAIRMAN OF THE COMPANY'S AUDIT COMMITTEE AND SEK
50,000 EACH TO THE TWO EXTERNAL BOARD MEMBERS OF THE
AUDIT COMMITTEE, WITH NO REMUNERATION PAYABLE FOR WORK
ON THE REMUNERATION COMMITTEE
PROPOSAL #10.: RE-ELECT MESSER S. ALRIK DANIELSON, PER ISSUER NO N/A N/A
MOLIN, BERNT MAGNUSSON, JENNY LINDEN URNES, AGNETE
RAASCHOU-NIELSEN, BENGT KJELL, OYSTEIN KROGEN AND
HANS-OLOV OLSSON AS BOARD MEMBERS AND ELECT MR. URBAN
JANSSON AS A BOARD MEMBER; AND RE-ELECT MR. PER MOLIN
AS CHAIRMAN OF THE BOARD
PROPOSAL #11.: APPROVE THE NUMBER OF AUDITORS ISSUER NO N/A N/A
PROPOSAL #12.: APPROVE THE FEES PAYABLE TO THE ISSUER NO N/A N/A
AUDITORS ACCORDING TO ACCOUNT
PROPOSAL #13.: ELECT KPMG BOHLINS AB AS THE AUDITORS ISSUER NO N/A N/A
FOR THE PERIOD UNTIL THE END OF THE AGMOF 2011
PROPOSAL #14.: APPROVE THAT THE ELECTION COMMITTEE ISSUER NO N/A N/A
WILL COMPRISE REPRESENTATIVES OF THE FOURLARGEST
SHAREHOLDERS IN TERMS OF THE NUMBER OF VOTES, PURSUANT
TO VPC'S REGISTER AS OF 31 AUG 2007, AND THE CHAIRMAN
OF THE BOARD, AS THE CONVENER, THE MEMBER
REPRESENTING THE LARGEST SHAREHOLDER WILL BE APPOINTED
CHAIRMAN OF THE ELECTION COMMITTEE, IF A MEMBER
LEAVES THE ELECTION COMMITTEE BEFORE ITS ACTIVITIES
ARE COMPLETE, IF CONSIDERED NECESSARY, HIS/HER
REPLACEMENT SHOULD BE APPOINTED FROM THE SAME
SHAREHOLDER, OR IF THE SHAREHOLDER IS NO LONGER ONE OF
THE LARGEST SHAREHOLDERS, FROM THE NEXT-LARGEST
SHAREHOLDER, IF THE OWNERSHIP STRUCTURE ESSENTIALLY
CHANGES IN SOME OTHER MANNER BEFORE THE TASK OF THE
ELECTION COMMITTEE IS COMPLETE, THEN IF THE ELECTION
COMMITTEE SO DECIDES, THE COMPOSITION OF THE ELECTION
COMMITTEE WILL BE CHANGED IN THE MANNER THE ELECTION
COMMITTEE CONSIDERS APPROPRIATE; THE COMPOSITION OF
THE ELECTION COMMITTEE FOR THE AGM 2008 WILL BE
PUBLISHED NO LATER THAN SIX MONTHS BEFORE THE AGM,
THERE WILL BE NO REMUNERATION TO MEMBERS OF THE
ELECTION COMMITTEE, THE COMPANY WILL BE LIABLE FOR
POTENTIAL OVERHEADS FOR ELECTION COMMITTEE ACTIVITIES;
THE ELECTION COMMITTEE'S MANDATE PERIOD WILL RUN
UNTIL THE COMPOSITION OF THE NEXT ELECTION COMMITTEE
PROPOSAL #15.: APPROVE THE PRINCIPLES FOR REMUNERATION ISSUER NO N/A N/A
AND OTHER EMPLOYMENT TERMS OF THE CORPORATE
MANAGEMENT, WITH SUBSTANTIALLY, THE IMPLICATION, AS
SPECIFIED
PROPOSAL #16.: APPROVE THE TRANSFER OF 3,000 CLASS B ISSUER NO N/A N/A
TREASURY SHARES WITHOUT PAYMENT TO MR. ALRIK DANIELSON
AS AN EQUITY-RELATED INCENTIVE FOR ACHIEVING BUDGETED
EBIT IN 2006
PROPOSAL #17.A: APPROVE THE SCOPE AND BASIC PRINCIPLES ISSUER NO N/A N/A
OF THE PERFORMANCE-RELATED EMPLOYEE STOCK OPTION PLAN
FOR 2007 OF CLASS B SHARES OF THE COMPANY, AS
PROPOSAL #17.B: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER NO N/A N/A
THE PERIOD UNTIL THE NEXT AGM, TO DECIDE ON THE
ACQUISITION OF CLASS B TREASURY SHARES ON THE
STOCKHOLM STOCK EXCHANGE; THE RE-PURCHASE MAY BE
CONDUCTED SO THAT THE HOLDING OF TREASURY SHARES
AMOUNTS TO A MAXIMUM OF 1/10 OF ALL SHARES OF THE
COMPANY, THE PURPOSE OF THE PROPOSED RE-PURCHASE
OPTION IS TO GIVE THE COMPANY THE OPPORTUNITY TO
TRANSFER SHARES TO EMPLOYEES, PURSUANT TO THE ABOVE,
AND HEDGE THE AGGREGATE COSTS OF THE PERFORMANCE-
RELATED EMPLOYEE STOCK OPTION PLAN
PROPOSAL #17.C: APPROVE TO THE TRANSFER A MAXIMUM OF ISSUER NO N/A N/A
330,000 TREASURY SHARES TO EMPLOYEES PURSUANT TO THE
PERFORMANCE-RELATED EMPLOYEE STOCK OPTION PLAN STATED
IN RESOLUTION 17.A,. ADDITIONALLY, DURING THE PERIOD
BEFORE THE NEXT AGM, THE COMPANY SHALL HAVE THE RIGHT
TO TRANSFER THE REQUISITE NUMBER OF SHARES IF
PARTICIPANTS DEMAND CASH REDEMPTION, AND A MAXIMUM OF
80,000 SHARES OF THE HOLDING OF 330,000 SHARES WITH
THE AIM OF COVERING SPECIFIED EXPENDITURE, MAINLY
SOCIAL SECURITY COSTS
PROPOSAL #18.: CLOSING OF THE MEETING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOMESERVE PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 MAR 2006 AND THE REPORTSOF THE DIRECTORS
AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
YE 31 MAR 2006
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND OF 13.9P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. HARPIN AS A DIRECTOR ISSUER YES FOR N/A
RETIRING BY ROTATION
PROPOSAL #5.: RE-ELECT MR. JEWITT AS A DIRECTOR ISSUER YES FOR N/A
RETIRING BY ROTATION
PROPOSAL #6.: RE-ELECT MR. GIBSON AS A DIRECTOR ISSUER YES FOR N/A
RETIRING BY ROTATION
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR N/A
AUDITORS OF THE COMPANY AND AUTHORIZETHE DIRECTORS TO
FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH THE ARTICLE OF ASSOCIATION AND PURSUANT TO
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 2,845,088; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2007 OR 27 OCT 2007
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR N/A
PASSING OF RESOLUTION 8 AND IN ACCORDANCEWITH THE
ARTICLES OF ASSOCIATION, TO ALLOT EQUITY SECURITIES
WHOLLY FOR CASH AS IF THE SECTION 89(1) OF THE
COMPANIES ACT 1985 DID NOT APPLY, UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 403,775; AUTHORITY EXPIRES
EARLIER AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2007 OR 27 OCT 2007
PROPOSAL #S.10: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985
THE ACT , TO MAKE MARKET PURCHASES OF UP TO 6,460,414
ORDINARY SHARES OF 12 1/2P EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 12 1/2P AND NOT MORE
THAN 105% ABOVE THE AVERAGE MIDDLE MARKET VALUE FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING
THE DATE OF PURCHASE; AUTHORITY EXPIRES EARLIER AT
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2007 OR 27
OCT 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: HONAM PETROCHEMICAL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES ABSTAIN N/A
STATEMENT AND DISPOSITION OF RETAINED EARNING EXPECTED
CASH DIVIDEND KRW 750 PER SHARE FOR ORDINARY SHARES
PROPOSAL #2.: ELECT MR. BYUNGSIK JUNG AS A DIRECTOR, ISSUER YES ABSTAIN N/A
MR. HONGBAE KIM AND MR. HWAYONG KIM ASTHE EXTERNAL
DIRECTORS
PROPOSAL #3.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES ABSTAIN N/A
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONDA MOTOR CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/22/2007 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: APPROVE MINOR ISSUER YES FOR N/A
REVISIONS RELATED TO RECORD DATES FORDISTRIBUTION OF
RETAINED EARNINGS PER YEAR
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 AGAINST N/A
PROPOSAL #4.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST N/A
PROPOSAL #5: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR N/A
AND CORPORATE AUDITORS
PROPOSAL #6: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES AGAINST N/A
FOR DIRECTORS AND CORPORATEAUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONG KONG AIRCRAFT ENGINEERING CO HAECO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #2.A: RE-ELECT MR. PETER ANDRE JOHANSEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.B: ELECT MR. MARTIN CUBBON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.C: ELECT MR. CHRISTOPHER PATRICK GIBBS AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #2.D: ELECT MR. ALBERT LAM KWONG YU AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.E: ELECT MR. MICHELLE LOW MEI SHUEN AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.F: ELECT MR. CHRISTOPHER DALE PRATT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.G: ELECT MR. MOHAN JOSEPH ASHOLUMAR ISSUER YES FOR N/A
SATHIANATHAN AS A DIRECTOR
PROPOSAL #3.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITORS AND AUTHORIZE THE DIRECTORSTO FIX THEIR
REMUNERATION
PROPOSAL #4.: AUTHORIZE THE DIRECTORS, SUBJECT TO THIS ISSUER YES FOR N/A
RESOLUTION, TO MAKE ON-MARKET SHARE REPURCHASES
?WITHIN THE MEANING OF THE CODE ON SHARE REPURCHASES?;
DURING THE RELEVANT PERIOD, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR WITHIN THE NEXT AGM IS
TO BE HELD BY LAW?
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES AGAINST N/A
AND DEAL WITH ADDITIONAL SHARES AND TO MAKE OR GRANT
OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF 20% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY; OTHERWISE THAN PURSUANT TO I)
A RIGHTS ISSUE; OR II) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF SHARES IN
LIEU OF THE WHOLE OR PART OF A DIVIDEND ON SHARES,
PROVIDED THAT THE AGGREGATE NOMINAL AMOUNT OF THE
SHARES SO ALLOTTED ?OR SO AGREED CONDITIONALLY OR
UNCONDITIONALLY TO BE ALLOTTED?, PURSUANT TO THIS
RESOLUTION WHOLLY FOR CASH SHALL NOT EXCEED 5% OF THE
AGGREGATE NOMINAL AMOUNT OF THE SHARES IN ISSUE AT THE
DATE OF PASSING THIS RESOLUTION; ?AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW OR THE REVOCATION OR VARIATION OF THE
AUTHORITY GIVEN UNDER THIS RESOLUTION BY THE ORDINARY
RESOLUTION OF THE SHAREHOLDERS IN GENERAL MEETING?
PROPOSAL #6.: APPROVE THE AGGREGATE FEES PAID TO THE ISSUER YES FOR N/A
DIRECTORS IN ANY 1 YEAR SHALL NOT EXCEED HKD 4 MILLION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONG KONG AIRCRAFT ENGINEERING CO HAECO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, THE ENTERING INTO OF THE ISSUER YES ABSTAIN N/A
FRAMEWORK AGREEMENT BY THE COMPANY ?AS SPECIFIED?, AND
ITS TERM, THE TRANSACTIONS AND THE ANNUAL CAPS AS
SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HONGKONG & SHANGHAI HOTELS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/11/2007 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.: APPROVE TO DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.A: RE-ELECT THE HON. SIR MICHAEL KADOORIE ISSUER YES FOR N/A
AS A DIRECTOR
PROPOSAL #3.B: RE-ELECT MR. IAN DUNCAN BOYCE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.C: RE-ELECT MR. ROBERT CHEE SIONG NG AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.D: RE-ELECT MR. PATRICK BLACKWELL PAUL AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #3.E: RE-ELECT MR. PETER CAMILLE BORER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: RE-APPOINT KPMG AS AUDITORS AND ISSUER YES FOR N/A
AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST N/A
SUBJECT TO THIS RESOLUTION, TO ALLOT,ISSUE AND DEAL
WITH ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY
AND MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS OR
WARRANTS DURING AND AFTER THE RELEVANT PERIOD, NOT
EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE THAN
PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF
ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT; OR
III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT
PURSUANT TO THE ARTICLES OF ASSOCIATION; ?AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM IS TO BE HELD BY LAW?
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR N/A
TO REPURCHASE SHARES OR OTHERWISE ACQUIRE SHARES OF
HKD 0.50 EACH IN THE CAPITAL OF THE COMPANY IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND THE
REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED,
PROVIDED THAT THE AGGREGATE NUMBER OF SHARES IN THE
CAPITAL OF THE COMPANY SO REPURCHASED OR OTHERWISE
ACQUIRED SHALL NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE
COMPANY; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS TO BE HELD BY LAW?
PROPOSAL #7.: APPROVE, SUBJECT TO THE PASSING OF THE ISSUER YES AGAINST N/A
RESOLUTIONS 5 AND 6 ABOVE, TO ADD THE AGGREGATE NUMBER
OF THE SHARES IN THE CAPITAL OF THE COMPANY WHICH ARE
REPURCHASED OR OTHERWISE ACQUIRED BY THE COMPANY
PURSUANT TO RESOLUTION 6 TO THE AGGREGATE NUMBER OF
SHARES IN THE CAPITAL OF THE COMPANY WHICH MAY BE
ISSUED PURSUANT TO RESOLUTION 5
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOSKEN CONSOLIDATED INVESTMENTS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: AUTHORIZE THE COMPANY TO GRANT FABVEST ISSUER YES FOR N/A
AN OPTION TO SUBSCRIBE FOR 4 MILLION NEW ORDINARY
SHARES IN THE SHARE CAPITAL OF THE COMPANY AT A PRICE
EQUAL TO ZAR 36 PER ORDINARY SHARE IF EXERCISED BEFORE
15 MAY 2006 OR, IF EXERCISED THEREAFTER, THE GREATER
OF ZAR 38 PER ORDINARY SHARE AND 10% BELOW THE VOLUME
WEIGHTED AVERAGE PRICE PER SHARE OF HCI SHARES TRADED
ON THE JSE LIMITED FOR THE 30-DAY PERIOD IMMEDIATELY
PRECEDING THE EFFECTIVE DATE, THE PRICE FOR THE SHARES
IS PAYABLE IN CASH; AND UNDER THE SECOND OPTION
AGREEMENT, FABVEST GRANTED AN OPTION TO SUBSCRIBE FOR
NOT LESS THAN 2 MILLION AND NOT MORE THAN 6 MILLION
NEW ORDINARY SHARES IN THE SHARE CAPITAL OF THE
COMPANY AT A PRICE EQUAL TO THE GREATER OF ZAR 38 PER
ORDINARY SHARE OR 10% BELOW THE VOLUME WEIGHTED
AVERAGE PRICE PER SHARE OF HCI SHARES TRADED ON THE
JSE LIMITED FOR THE 30 DAYS IMMEDIATELY PRECEDING THE
DATE THAT THE OPTION IS EXERCISED, THE PRICE FOR THE
SHARES IS PAYABLE IN CASH, THIS OPTION MAY ONLY BE
EXERCISED ON THE 26 SEP 2006 PROVIDED FABVEST HAS
EXERCISED ITS RIGHTS AND DISCHARGED ITS OBLIGATIONS IN
RESPECT OF THE FIRST OPTION AGREEMENT IN FULL AND IT
LAPSES THEREAFTER
PROPOSAL #S.1: AUTHORIZE THE COMPANY BY WAY OF ISSUER YES FOR N/A
SPECIFIC APPROVAL IN TERMS OF SECTION 85(2) OF THE
COMPANIES ACT NO.61 OF 1973, AS AMENDED AND IN TERMS
OF THE JSE LISTINGS REQUIREMENTS, TO REPURCHASE
300,000 HCI ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY AT A PRICE OF ZAR 39 PER SHARE IN TERMS OF A
WRITTEN AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND
THE TRUSTEES OF THE BEVIN TRUST, DATED 10 MAY 2006 AS
SPECIFIED
PROPOSAL #O.2: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
TO DO ALL SUCH THINGS AND SIGN ALL DOCUMENTS
INCLUDING COMPANY FORMS AND TAKE ALL SUCH ACTION AS
THEY CONSIDER NECESSARY TO GIVE EFFECT TO AND
IMPLEMENT THE ORDINARY AND SPECIAL RESOLUTIONS AS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HOSKEN CONSOLIDATED INVESTMENTS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: APPROVE AND ADOPT THE ANNUAL ISSUER YES FOR N/A
FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE 31 MAR
2006 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
THE AUDITORS CONTAINED THEREIN
PROPOSAL #2.O.2: APPROVE THE DIRECTORS REMUNERATION AS ISSUER YES FOR N/A
SET OUT IN THE REPORTS AND ACCOUNTS FOR THE YE 31 MAR
2006
PROPOSAL #3O3.1: RE-ELECT MR. A VAN DER VEEN AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION AT
THE AGM
PROPOSAL #3O3.2: RE-ELECT MR. J. A. MABUZA AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION AT
THE AGM
PROPOSAL #3O3.3: RE-ELECT MR. M. J. A. GOLDING AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION AT
THE AGM
PROPOSAL #3O3.4: RE-ELECT MR. V. E. MPHANDE AS A ISSUER YES AGAINST N/A
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION AT
THE AGM
PROPOSAL #4.O.4: AUTHORIZE THE DIRECTORS TO RE-APPOINT ISSUER YES FOR N/A
PKF (JHB) INC. AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE ENSUING YEAR AND TO DETERMINE THE
REMUNERATION OF THE AUDITORS
PROPOSAL #5.O.5: APPROVE TO PLACE THE AUTHORIZED BUT ISSUER YES FOR N/A
UNISSUED SHARES IN THE CAPITAL OF THE COMPANY UNDER
THE CONTROL AND AUTHORITY OF THE DIRECTORS OF THE
COMPANY, TO ALLOT AND ISSUE AND OTHERWISE DISPOSE OF
SUCH SHARES TO SUCH PERSON OR PERSONS ON SUCH TERMS
AND CONDITIONS AND AT SUCH TIMES AS THE DIRECTORS OF
THE COMPANY MAY FROM TIME TO TIME AND IN THEIR
DISCRETION DEEM FIT, SUBJECT TO THE PROVISIONS OF THE
COMPANIES ACT ACT 61 OF 1973 AS AMENDED ACT , THE
ARTICLES OF ASSOCIATION OF THE COMPANY AND THE
LISTINGS REQUIREMENTS OF THE JSE SECURITIES EXCHANGE
SOUTH AFRICA JSE , WHEN APPLICABLE
PROPOSAL #6.O.6: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY TO ISSUE, OR ISSUE OPTIONS OVER, ALL OR ANY OF
THE AUTHORIZED BUT UNISSUED SHARES IN THE CAPITAL OF
THE COMPANY FOR CASH, AS AND WHEN THEY IN THEIR
DISCRETION DEEM FIT, SUBJECT TO THE ACT, THE ARTICLES
OF ASSOCIATION OF THE COMPANY, THE JSE LISTINGS
REQUIREMENTS, WHEN APPLICABLE, AND THE FOLLOWING
LIMITATIONS, NAMELY THAT: THE EQUITY SECURITIES AND
OPTIONS WHICH ARE THE SUBJECT OF THE ISSUE FOR CASH
MUST BE OF A CLASS ALREADY IN ISSUE OR IN THE CASE OF
OPTIONS IN RESPECT OF A CLASS OF EQUITY SECURITIES
ALREADY IN ISSUE, OR WHERE THIS IS NOT THE CASE, MUST
BE LIMITED TO SUCH SECURITIES OR RIGHTS THAT ARE
CONVERTIBLE IN TO A CLASS ALREADY IN ISSUE; ANY SUCH
ISSUE OF SHARES OR OPTIONS WILL ONLY BE MADE TO PUBLIC
SHAREHOLDERS AS DEFINED IN THE LISTINGS REQUIREMENTS
OF THE JSE AND NOT RELATED PARTIES, UNLESS THE JSE
OTHERWISE AGREES; THE NUMBER OF SHARES OR OPTIONS
ISSUED FOR CASH SHALL NOT IN THE AGGREGATE IN ANY 1 FY
EXCEED 15% OF THE COMPANY'S ISSUED SHARE CAPITAL OF
ORDINARY SHARES; THE NUMBER OF ORDINARY SHARES OR
OPTIONS WHICH MAY BE ISSUED SHALL BE BASED ON THE
NUMBER OF ORDINARY SHARES IN ISSUE AT THE DATE OF SUCH
APPLICATIONS LESS ANY ORDINARY SHARES ISSUED DURING
THE CURRENT FY, PROVIDED THAT ANY ORDINARY SHARES TO
BE ISSUED PURSUANT TO A RIGHTS ISSUE ANNOUNCED AND
IRREVOCABLE AND UNDERWRITTEN OR ACQUISITION
CONCLUDED UP TO DATE OF APPLICATION MAY BE INCLUDED
AS THOUGH THEY WERE SHARES IN ISSUE AT THE DATE OF
APPLICATION; IN DETERMINING THE PRICE AT WHICH AN
ISSUE OF SHARES OR OPTIONS MAY BE MADE IN TERMS OF
THIS AUTHORITY POST THE LISTING OF THE COMPANY, THE
MAXIMUM DISCOUNT PERMITTED WILL BE 10% OF THE WEIGHTED
AVERAGE TRADED PRICE ON THE JSE OF THOSE SHARES OVER
THE 30 BUSINESS DAYS PRIOR TO THE DATE THAT THE PRICE
OF THE ISSUE OF SHARES OR OPTIONS IS DETERMINED OR
AGREED BY THE DIRECTORS OF THE COMPANY; AUTHORITY
EXPIRES THE EARLIER OF THE COMPANY'S NEXT AGM OR 15
MONTHS ; A PAID PRESS ANNOUNCEMENT GIVING FULL
DETAILS, INCLUDING THE IMPACT ON THE NET ASSET VALUE
AND EARNINGS PER SHARE, WILL BE PUBLISHED AT THE TIME
OF ANY ISSUE OF SHARES REPRESENTING, ON A CUMULATIVE
BASIS WITHIN ONE FY, 5% OR MORE OF THE NUMBER OF THE
COMPANY'S ISSUED SHARES PRIOR TO ANY SUCH ISSUE
PROPOSAL #7.O.7: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
HCI, TO MAKE A PAYMENT TO HCI SHAREHOLDERS AS AND WHEN
THEY IN THEIR OPINION DEEM FIT, SUBJECT TO THE
COMPANIES ACT ACT 61 OF 1973 AS AMENDED AND
SPECIFICALLY TO THE PROVISIONS OF SECTION 90 OF THE
ACT, THE COMPANY'S ARTICLES OF ASSOCIATION AND THE JSE
LISTING REQUIREMENTS: THE PAYMENT SHALL NOT EXCEED
20% OF THE COMPANY'S ISSUED SHARE CAPITAL, INCLUDING
RESERVES BUT EXCLUDING MINORITY INTERESTS AND
REVALUATIONS OF ASSETS AND INTANGIBLE ASSETS THAT ARE
NOT SUPPORTED BY A VALUATION BY AN INDEPENDENT
PROFESSIONAL EXPERT ACCEPTABLE TO THE JSE PREPARED
WITHIN THE LAST 6 MONTHS, IN ANY 1 FY, MEASURED AS AT
THE BEGINNING OF SUCH FY; AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
PROPOSAL #8.s.1: AUTHORIZE THE COMPANY OR ANY ISSUER YES FOR N/A
SUBSIDIARY OF THE COMPANY, IN TERMS OF SECTION 85(2)
AND 85(3) OF THE ACT, TO ACQUIRE ISSUED ORDINARY
SHARES BY THE COMPANY, UPON SUCH TERMS AND CONDITIONS
AND IN SUCH AMOUNTS AS THE DIRECTORS OF THE COMPANY
MAY FROM TIME TO TIME DETERMINE, BUT SUBJECT TO THE
ARTICLES OF ASSOCIATION OF THE COMPANY, THE PROVISIONS
OF THE ACT AND THE JSE LISTINGS REQUIREMENTS, 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; THE
COMPANY AND THE GROUP ARE IN A POSITION TO REPAY ITS
DEBT IN THE ORDINARY COURSE OF BUSINESS FOR THE
FOLLOWING YEAR; THE CONSOLIDATED ASSETS OF THE
COMPANY, BEING FAIRLY VALUED IN ACCORDANCE WIT
GENERALLY ACCEPTED ACCOUNTING PRACTICE, ARE IN EXCESS
OF THE CONSOLIDATED LIABILITIES OF THE COMPANY FOR THE
FOLLOWING YEAR; THE ORDINARY CAPITAL AND RESERVES OF
THE COMPANY AND THE GROUP ARE ADEQUATE FOR THE NEXT 12
MONTHS; THE AVAILABLE WORKING CAPITAL IS ADEQUATE TO
CONTINUE THE OPERATIONS OF THE COMPANY AND THE GROUP
IN THE FOLLOWING YEAR; UPON ENTERING THE MARKET TO
PROCEED WITH THE REPURCHASE, THE COMPANY'S SPONSOR HAS
CONFIRMED THE ADEQUACY OF HCI'S WORKING CAPITAL FOR
THE PURPOSES OF UNDERTAKING A REPURCHASE OF SHARES IN
WRITING TO THE JSE; AFTER SUCH REPURCHASE THE COMPANY
WILL STILL COMPLY WITH PARAGRAPHS 3.37 TO 3.41 OF THE
JSE LISTINGS REQUIREMENTS CONCERNING SHAREHOLDER
SPREAD REQUIREMENTS; THE COMPANY OR ITS SUBSIDIARY ARE
NOT REPURCHASING SECURITIES DURING A PROHIBITED
PERIOD AS SPECIFIED; WHEN THE COMPANY HAS CUMULATIVELY
REPURCHASED 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,
AN ANNOUNCEMENT WILL BE MADE; AND THE COMPANY ONLY
APPOINT ONE AGENT TO EFFECT ANY REPURCHASE'S ON ITS
BEHALF; AUTHORITY EXPIRES THE EARLIER OF THE
COMPANY'S NEXT AGM OR 15 MONTHS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HUTCHISON WHAMPOA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE STATEMENT OF ISSUER YES FOR N/A
AUDITED ACCOUNTS AND REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 31 DEC 2006
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR N/A
PROPOSAL #3.1: RE-ELECT MR. LI KA-SHING AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #3.2: RE-ELECT MR. FRANK JOHN SIXT AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.3: RE-ELECT MR. MICHAEL DAVID KADOORIE AS ISSUER YES FOR N/A
A DIRECTOR
PROPOSAL #3.4: RE-ELECT MR. GEORGE COLIN MAGNUS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: APPOINT THE AUDITORS AND AUTHORIZE THE ISSUER YES FOR N/A
DIRECTORS TO FIX THE AUDITOR'S REMUNERATION
PROPOSAL #5.O.1: AUTHORIZE THE DIRECTORS TO ISSUE AND ISSUER YES AGAINST N/A
DISPOSE OF ADDITIONAL ORDINARY SHARES OFTHE COMPANY
NOT EXCEEDING 20% OF THE EXISTING ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY
PROPOSAL #5.O.2: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR N/A
COMPANY, DURING THE RELEVANT PERIOD, TO REPURCHASE
ORDINARY SHARES OF HKD 0.25 EACH IN THE CAPITAL OF THE
COMPANY IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED
OR OF ANY OTHER STOCK EXCHANGE, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ORDINARY SHARE
CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF THIS
RESOLUTION; ?AUTHORITY EXPIRES AT 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 #5.O.3: AUTHORIZE THE DIRECTORS TO ISSUE AND ISSUER YES AGAINST N/A
DISPOSE OF ADDITIONAL ORDINARY SHARES PURSUANT TO
ORDINARY RESOLUTION NUMBER 1, TO ADD AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE
ORDINARY SHARE CAPITAL OF THE COMPANY REPURCHASED BY
THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO
ORDINARY RESOLUTION NUMBER 2, PROVIDED THAT SUCH
AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED ORDINARY SHARE CAPITAL OF THE
COMPANY AT THE DATE OF THIS RESOLUTION
PROPOSAL #5.O.4: APPROVE THE RULES OF THE EMPLOYEE ISSUER YES AGAINST N/A
OPTION PLAN OF HUTCHISON TELECOMMUNICATIONS?AUSTRALIA?
LIMITED ?A SUBSIDIARY OF THE COMPANY WHOSE SHARES ARE
LISTED ON AUSTRALIAN SECURITIES EXCHANGE LIMITED? ?AS
SPECIFIED? ?THE HTAL EMPLOYEE OPTION PLAN?; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY, ACTING
TOGETHER, INDIVIDUALLY OR BY COMMITTEE, TO APPROVE ANY
AMENDMENTS TO THE RULES OF THE HTAL EMPLOYEE OPTION
PLAN AS MAY BE ACCEPTABLE OR NOT OBJECTED TO BY THE
STOCK EXCHANGE OF HONG KONG LIMITED, AND TO TAKE ALL
SUCH STEPS AS MAY BE NECESSARY, DESIRABLE OR EXPEDIENT
TO CARRY INTO EFFECT THE HTAL EMPLOYEE OPTION PLAN
SUBJECT TO AND IN ACCORDANCE WITH THE TERMS THEREOF
WITH EFFECT FROM THE CONCLUSION OF THE MEETING AT
WHICH THIS RESOLUTION IS PASSED
PROPOSAL #5.S.1: AMEND THE ARTICLE 85 AND ARTICLE 91 ISSUER YES FOR N/A
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS
SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYNIX SEMICONDUCTOR INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE BALANCE SHEET, INCOME ISSUER YES FOR N/A
STATEMENT FOR RETAINED EARNING
PROPOSAL #2.: ELECT MESSRS. JONGGAP KIM, JINSEOK KIM ISSUER YES FOR N/A
AS THE DIRECTORS AND MESSRS. JONGSEON PARK, GYEONGHAN
KIM, DONGSEONG CHO, HYEONGJUN KIM, HAKJUN HWANG,
HYEONGUK MIN, BANGGIL SON, SEONGHO SON AS THE EXTERNAL
DIRECTORS
PROPOSAL #3.: ELECT MESSRS. HAKJUNG HWANG, HYEONGUK ISSUER YES FOR N/A
MIN, BANGGIL SON, SEONGHO SON AS THE OUTSIDE DIRECTORS
TO BE A MEMBER OF THE AUDITOR'S COMMITTEE
PROPOSAL #4.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYUNDAI HEAVY INDUSTRIES CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.1: ELECT MR. KYE SIK, MIN AS AN EXECUTIVE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #3.2: ELECT MR. HWI KAB, JO AS AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: ELECT MR. HWI KAB, JO AS THE AUDIT ISSUER YES FOR N/A
COMMITTEE MEMBER
PROPOSAL #5.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR N/A
THE DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYUNDAI MOBIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT ISSUER YES FOR N/A
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR N/A
PROPOSAL #3.: ELECT THE DIRECTORS ISSUER YES AGAINST N/A
PROPOSAL #4.: ELECT THE EXTERNAL AUDITORS TO BE ISSUER YES FOR N/A
AUDITOR'S COMMITTEE MEMBER
PROPOSAL #5.: APPROVE THE REMUNERATION LIMIT FOR THE ISSUER YES FOR N/A
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HYUNDAI MTR CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/9/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO ISSUER YES FOR N/A
ARTICLES OF INCORPORATION
PROPOSAL #3.1: ELECT MR. DONG JIN, KIM AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.2: ELECT MR. JAE KOOK, CHOI AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #3.3: ELECT MR. SUN, LEE AS AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #3.4: ELECT MR. IL HYUNG, KANG AS AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #3.5: ELECT MR. YOUNG CHUL, LIM AS AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #3.6: ELECT MR. DONG KI, KIM AS AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.1: ELECT MR. IL HYUNG, KANG, AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR, AS A MEMBER OF THE AUDIT COMMITTEE
PROPOSAL #4.2: ELECT MR. YOUNG CHUL, LIM, AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR, AS A MEMBER OF THE AUDIT COMMITTEE
PROPOSAL #4.3: ELECT MR. DONG KI, KIM, AN OUTSIDE ISSUER YES FOR N/A
DIRECTOR, AS A MEMBER OF THE AUDIT COMMITTEE
PROPOSAL #5.: APPROVE OF LIMIT OF REMUNERATION FOR ISSUER YES FOR N/A
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IBERIA LINEAS AEREAS DE ESPANA SA
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS AND ISSUER YES FOR N/A
MANAGEMENT REPORT OF IBERIA, L.A.E. AND ITS
CONSOLIDATED GROUP, WITH REFERENCE TO THE FYE 31 DEC
2006
PROPOSAL #2.: APPROVE THE APPLICATION OF 2006 PROFITS ISSUER YES FOR N/A
PROPOSAL #3.: APPROVE THE MANAGEMENT OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS DURING THE FY 2006
PROPOSAL #4.: RE-APPOINT, RATIFY AND APPOINT THE ISSUER YES AGAINST N/A
DIRECTORS AS THE CASE MAY BE
PROPOSAL #5.: AMEND THE ARTICLE 44 OF THE ARTICLES OF ISSUER YES FOR N/A
THE ASSOCIATION
PROPOSAL #6.: RE-APPOINT THE AUDITORS FOR THE ACCOUNT ISSUER YES FOR N/A
OF THE COMPANY AND ITS CONSOLIDATED GROUP FOR THE FY
2007
PROPOSAL #7.: APPROVE THE MAXIMUM REMUNERATION AMOUNT ISSUER YES FOR N/A
FOR THE DIRECTORS
PROPOSAL #8.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
CARRY OUT THE DERIVATIVE ACQUISITION OF OWN SHARES,
EITHER DIRECTLY OR VIA AFFILIATED COMPANIES, WITHIN AN
18 MONTHS PERIOD FROM THE DATE OF ITS RESOLUTION BY
THE GENERAL MEETING, RENDERING VOID THE AUTHORITY
GRANTED THERTO BY THE GENERAL MEETING HELD ON 30 MAY
2006
PROPOSAL #9.: APPROVE AND ADOPT THE DELEGATION OF ISSUER YES FOR N/A
POWERS TO THE BOARD OF DIRECTORS, WITH AUTHORITY TO
DEPUTE THE POWERS RECEIVED, TO EXECUTE, RECTIFY,
RECORD, CONSTRUE, DEVELOP AND IMPLEMENT THE RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: I-CABLE COMMUNICATIONS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR N/A
STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 31 DEC 2006
PROPOSAL #2.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
DEC 2006
PROPOSAL #3.a: RE-ELECT MR. WILLIAM J.H. KWAN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES
PROPOSAL #3.b: RE-ELECT MR. PETER S.O. MAK AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES
PROPOSAL #3.c: RE-ELECT DR. DENNIS T.L. SUN AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES
PROPOSAL #4.: RE-APPOINT KPMG AS AUDITORS OF THE ISSUER YES FOR N/A
COMPANY AND AUTHORIZE THE DIRECTORS TO FIXTHEIR
REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR N/A
DURING THE RELEVANT PERIOD, TO PURCHASE SHARES IN THE
CAPITAL OF THE COMPANY, THE AGGREGATE NOMINAL AMOUNT
OF SHARES WHICH MAY BE PURCHASED ON THE STOCK EXCHANGE
OF HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE
RECOGNIZED FOR THIS PURPOSE BY THE SECURITIES AND
FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE
OF HONG KONG LIMITED UNDER THE CODE ON SHARE
REPURCHASES PURSUANT TO THIS RESOLUTION, SHALL NOT
EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF
PASSING THIS RESOLUTION; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE
HELD?
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST N/A
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
CAPITAL OF THE COMPANY AND TO MAKE OR GRANT OFFERS,
AGREEMENTS, OPTIONS, WARRANTS AND OTHER SECURITIES
WHICH MIGHT REQUIRE THE EXERCISE OF SUCH POWER, THE
AGGREGATE NOMINAL A MOUNT OF SHARE CAPITAL ALLOTTED OR
AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE
ALLOTTED ?WHETHER PURSUANT TO AN OPTION OR OTHERWISE?
BY THE DIRECTORS OF THE COMPANY PURSUANT TO: I) ANY
EXECUTIVE OR EMPLOYEE SHARE OPTION OR INCENTIVE
SCHEME, OR II) A RIGHTS ISSUE ?AS DEFINED BELOW?, OR
III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT
PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU OF THE
WHOLE OR PART OF A DIVIDEND ON SHARES OF THE COMPANY
IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE
COMPANY, SHALL NOT EXCEED 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF PASSING THIS RESOLUTION; AND ?IF THE
DIRECTORS ARE SO AUTHORIZED BY A SEPARATE ORDINARY
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY? THE
NOMINAL AMOUNT OF 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 AT THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY; OR THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT ANNUAL
GENERAL MEETING OF THE COMPANY IS REQUIRED BY LAW TO
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST N/A
TO ALLOT, ISSUE AND DEAL WITH ANY ADDITIONAL SHARES OF
THE COMPANY PURSUANT TO RESOLUTION 6, TO EXTEND BY
THE ADDITION THERETO OF AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY
GRANTED PURSUANT TO RESOLUTION 5, PROVIDED THAT SUCH
EXTENDED AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN
ISSUE AT THE DATE OF PASSING THIS RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ICAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR N/A
YE 31 MAR 2006, TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 7.5 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE FOR THE YE 31 MAR 2006, PAYABLE TO
THE SHAREHOLDERS ON THE REGISTER AT 28 JUL 2006
PROPOSAL #3.: RE-ELECT MR. MICHAEL SPENCER AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. MARK YALLOP AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS OF THE COMPANY
PROPOSAL #7.: APPROVE THE REPORT ON THE DIRECTORS ISSUER YES AGAINST N/A
REMUNERATION FOR THE YE 31 MAR 2006
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, FOR THE ISSUER YES FOR N/A
PURPOSES OF SECTION 80 OF THE COMPANIES ACT 1985 AND
IN ACCORDANCE WITH ARTICLE 9.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES
WITHIN THE MEANING OF SECTION 80(2) OF THE SAID ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 20,257,731
BEING 33% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AS AT 02 MAY 2006; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM FOR 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 #S.9: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95(1) OF THE
COMPANIES ACT 1985: A) SUBJECT TO THE PASSING OF
RESOLUTION 8, TO ALLOT EQUITY SECURITIES AS DEFINED
IN SECTION 94(2) OF THE SAID ACT FOR CASH PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 8, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) ; B)
TO SELL RELEVANT SHARES AS DEFINED IN SECTION 94(5)
OF THE SAID ACT IN THE COMPANY IF, IMMEDIATELY BEFORE
THE SALE, SUCH SHARES ARE HELD BY THE COMPANY AS
TREASURY SHARES AS DEFINED IN SECTION 162A(3) OF THE
SAID ACT FOR CASH AS DEFINED IN SECTION 162D(2) OF
THE SAID ACT , DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1); PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES AND THE
SALE OF TREASURY SHARES: I) IN CONNECTION WITH A
RIGHTS ISSUE OR ANY OTHER PRE-EMPTIVE OFFER IN FAVOR
OF ORDINARY SHAREHOLDERS; AND II) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 3,032,582; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM OF THE COMPANY FOR 2007 ;
AND AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE COMPANY, PURSUANT TO AND ISSUER YES FOR N/A
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES WITHIN THE MEANING OF
SECTION 163(3) OF SUCH ACT OF UP TO 60,773,194
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY BE
PAID FOR ANY AMOUNT EQUAL TO THE NOMINAL VALUE OF EACH
SHARE AND UPTO 105% OF THE AVERAGE MARKET VALUE FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING
THE DATE OF PURCHASE; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM ; 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 #11.: AUTHORIZE THE COMPANY AND ITS ISSUER YES FOR N/A
DIRECTORS, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE UP
TO A MAXIMUM AGGREGATE AMOUNT OF GBP 100,000 FOR THE
GROUP; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY TO BE HELD IN 2007
PROPOSAL #12.: AUTHORIZE ICAP MANAGEMENT SERVICES AND ISSUER YES FOR N/A
ITS DIRECTORS, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE UP
TO A MAXIMUM AGGREGATE AMOUNT OF GBP 100,000 FOR THE
GROUP; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY TO BE HELD IN 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ICAP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, PURSUANT TO SECTION 320 OF THE ISSUER YES FOR N/A
COMPANIES ACT 1985, THE DISPOSAL BY GODSELL, ASTLEY &
PEARCE ?HOLDINGS? LIMITED OF 55.45% OF THE ISSUED
CAPITAL OF EXOTIX HOLDINGS LIMITED TO INCAP FINANCE
BV, CONNECTED WITH THE DIRECTOR OF THE COMPANY, PBAC
LIMITED AND, TO THE EXTENT RELEVANT AND APPLICABLE,
ANY OTHER NON-RELATED THIRD PARTY ON THE TERMS AND
CONDITIONS OF A SHARE PURCHASE AGREEMENT AND RELATED
DOCUMENTATION ?TRANSACTION DOCUMENTS? IN THE FORM
PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN
FOR IDENTIFICATION PURPOSES, DETAILS AS SPECIFIED TO
THE SHAREHOLDERS OF THE COMPANY ON 07 MAR 2007, AND
THE COMPANY TRANSACTION DOCUMENTS TOGETHER WITH ALL
AND ANY OTHER AGREEMENTS, ARRANGEMENTS AND INDEMNITIES
NECESSARY OR, IN THE OPINION OF THE DIRECTORS OF THE
COMPANY, DESIRABLE TO EFFECT OR IMPLEMENT SUCH
DISPOSAL, AND AUTHORIZE THE DIRECTORS OF THE COMPANY
TO DO ALL SUCH MATTERS AS THEY CONSIDER TO BE
NECESSARY OR DESIRABLE TO IMPLEMENT SUCH AGREEMENT AND
DISPOSAL AND TO AGREE SUCH AMENDMENTS OR VARIATIONS
TO SUCH AGREEMENT?S? OF AN IMMATERIAL NATURE AS MAY BE
CONSIDERED NECESSARY OR DESIRABLE BY THEM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ILUKA RESOURCES LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/17/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL FINANCIAL REPORT, THE ISSUER NO N/A N/A
DIRECTORS REPORT AND THE AUDITOR'S REPORT FOR THE
COMPANY AND ITS CONTROLLED ENTITIES FOR THE YE 31 DEC
2006
PROPOSAL #2.1: RE-ELECT DR. ROBERT EVERY AS A ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 17.2
OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.2: ELECT MR. GAVIN REZOS AS A DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES IN ACCORDANCE WITH ARTICLE 16.4 OF THE
COMPANY'S CONSTITUTION
PROPOSAL #3.: APPROVE THE TERMINATION PAYMENTS AS ISSUER YES FOR N/A
SPECIFIED WHICH MAY BECOME PAYABLE TO THE COMPANY'S
MANAGING DIRECTOR MR. DAVID ROBB UNDER THE TERMS OF
THE EXECUTIVE EMPLOYMENT AGREEMENT ENTERED INTO ON 18
OCT 2006 BETWEEN MR. ROBB AND THE COMPANY FOR THE
PURPOSES OF SECTION 200E OF THE CORPORATION ACT
PROPOSAL #4.: RECEIVE AND APPROVE THE REMUNERATION ISSUER YES FOR N/A
REPORT OF THE COMPANY FOR THE YE 31 DEC 2006 AS
SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMCLONE SYSTEMS INCORPORATED
TICKER: IMCL CUSIP: 45245W109
MEETING DATE: 9/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ANDREW G. BODNAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM W. CROUSE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ALEXANDER J. DENNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VINCENT T. DEVITA, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. FAZIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH L. FISCHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARL C. ICAHN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID M. KIES ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM R. MILLER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD C. MULLIGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID SIDRANSKY ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CHARLES WOLER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2006.
PROPOSAL #03: APPROVAL OF THE IMCLONE SYSTEMS ISSUER YES AGAINST AGAINST
INCORPORATED 2006 STOCK INCENTIVE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMPERIAL OIL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY
PROPOSAL #2.1: ELECT MR. RANDY L. BROILES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.2: ELECT MR. TIM J. HEARN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.3: ELECT MR. JACK M. MINTZ AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.4: ELECT MR. ROGER PHILLIPS AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.5: ELECT MR. JIM F. SHEPARD AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.6: ELECT MR. PAUL A. SMITH AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2.7: ELECT MR. SHEELAGH D. WHITTAKER AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #2.8: ELECT MR. VICTOR L. YOUNG AS A DIRECTOR ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INABATA & CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR N/A
PROPOSAL #3: APPOINT A SUPPLEMENTARY AUDITOR ISSUER YES FOR N/A
PROPOSAL #4: APPROVE ADOPTION OF ANTI-TAKEOVER DEFENSE ISSUER YES AGAINST N/A
MEASURES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INBEV SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2007 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 ON THE ACCOUNTING YE ON 31 DEC 2006
PROPOSAL #O.2: RECEIVE THE REPORT BY THE STATUTORY ISSUER NO N/A N/A
AUDITOR ON THE ACCOUNTING YE ON 31 DEC 2006
PROPOSAL #O.3: RECEIVE THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS RELATING TO THE ACCOUNTING YE ON 31 DEC 2006
PROPOSAL #O.4: APPROVE THE STATUTORY ANNUAL ACCOUNTS, ISSUER NO N/A N/A
AS SPECIFIED
PROPOSAL #O.5: GRANT DISCHARGE TO THE DIRECTORS FOR ISSUER NO N/A N/A
THE PERFORMANCE OF THEIR DUTIES DURING THE ACCOUNTING
YE ON 31 DEC 2006
PROPOSAL #O.6: GRANT DISCHARGE TO THE STATUTORY ISSUER NO N/A N/A
AUDITOR FOR THE PERFORMANCE OF HIS DUTIES DURING THE
ACCOUNTING YE ON 31 DEC 2006
PROPOSAL #O.7: APPOINT MR. ALEXANDRE VAN DAMME AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS ENDINGAFTER THE
SHAREHOLDERS MEETING WHICH WILL BE ASKED TO APPROVE
THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.8: APPOINT MR. CARLOS ALBERTO DA VEIGA ISSUER NO N/A N/A
SICUPIRA AS A DIRECTOR, FOR A PERIOD OF 3YEARS ENDING
AFTER THE SHAREHOLDERS MEETING WHICH WILL BE ASKED TO
APPROVE THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.9: APPOINT MR. ROBERTO MOSES THOMPSON ISSUER NO N/A N/A
MOTTA AS A DIRECTOR, FOR A PERIOD OF 3 YEARS ENDING
AFTER THE SHAREHOLDERS MEETING WHICH WILL BE ASKED TO
APPROVE THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.10: APPOINT MR. MARCEL HERRMANN TELLES AS ISSUER NO N/A N/A
A DIRECTOR, FOR A PERIOD OF 3 YEARS ENDING AFTER THE
SHAREHOLDERS MEETING WHICH WILL BE ASKED TO APPROVE
THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.11: APPOINT MR. JORGE PAULO LEMANN AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS ENDING AFTER THE
SHAREHOLDERS MEETING WHICH WILL BE ASKED TO APPROVE
THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.12: ACKNOWLEDGE THE END OF THE MANDATE AS ISSUER NO N/A N/A
THE DIRECTOR OF MR. PHILIPPE DE SPOELBERCH AFTER HIS
SHAREHOLDERS MEETING AND APPOINT MR. GREGOIRE DE
SPOELBERCH AS A DIRECTOR, FOR A PERIOD OF 3 YEARS
ENDING AFTER THE SHAREHOLDERS MEETING WHICH WILL BE
ASKED TO APPROVE THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.13: APPOINT MR. JEAN-LUC DEHAENE AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS ENDING AFTER THE
SHAREHOLDERS MEETING WHICH WILL BE ASKED TO APPROVE
THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.14: APPOINT MR. MARK WINKELMAN AS A ISSUER NO N/A N/A
DIRECTOR, FOR A PERIOD OF 3 YEARS ENDING AFTER THE
SHAREHOLDERS MEETING WHICH WILL BE ASKED TO APPROVE
THE ACCOUNTS FOR THE YEAR 2009
PROPOSAL #O.15: APPROVE TO RENEW FOR A PERIOD OF 3 ISSUER NO N/A N/A
YEARS ENDING AFTER THE SHAREHOLDERS MEETING WHICH WILL
BE ASKED TO APPROVE THE ACCOUNTS FOR THE YEAR 2009;
APPOINT THE STATUTORY AUDITOR OF KLYNVELD PEAT MARWICK
GOERDELER ?KPMG?, 1130 BRUSSELS, AVENUE DU BOURGET
40, REPRESENTED BY MR. JOS BRIERS, REVISEUR D
ENTERPRISES, AND SETTING , IN AGREEMENT WITH THIS
COMPANY, ITS YEARLY REMUNERATION TO EUR 51.528
PROPOSAL #E.16: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS WITH REGARD TO THE ISSUANCE OF
200,000 SUBSCRIPTION RIGHTS PURSUANT TO PROVISIONS OF
ARTICLE 583 OF THE COMPANIES CODE
PROPOSAL #E.17: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND REPORT BY THE STATUTORY AUDITOR
WITH REGARD TO THE CANCELLATION OF THE PRE-EMPTION
RIGHT ONLY IN FAVOUR OF 1 OR MORE SPECIFIC PERSONS,
PURSUANT TO THE PROVISIONS OF ARTICLES 596 AND 598 OF
THE COMPANIES CODE
PROPOSAL #E.18: APPROVE THE CANCELLATION OF PRE- ISSUER NO N/A N/A
EMPTION RIGHT WITH REGARD TO THE ISSUANCE OF
SUBSCRIPTION RIGHTS IN FAVOUR OF ALL CURRENT DIRECTORS
OF THE COMPANY
PROPOSAL #E.19: APPROVE THE ISSUE OF 200,00 ISSUER NO N/A N/A
SUBSCRIPTION RIGHTS AND DETERMINATION OF THE ISSUANCE
AND EXERCISE CONDITIONS IN ACCORDANCE WITH THE TERMS
AND CONDITIONS SET FORT IN THE SPECIAL REPORT OF THE
BOARD OF DIRECTORS MENTIONED ABOVE UNDER A.; THE MAIN
PROVISIONS OF THESE TERMS AND CONDITIONS CAN BE
SUMMARIZED, AS SPECIFIED
PROPOSAL #E.20: APPROVE TO INCREASE OF SHARE CAPITAL ISSUER NO N/A N/A
OF THE COMPANY, UNDER THE CONDITION AND TO THE EXTENT
OF THE EXERCISE OF THE SUBSCRIPTION RIGHTS ISSUED
MULTIPLE BY THE EXERCISE PRICE OF THE SUBSCRIPTION
RIGHTS AND ALLOCATION OF THE SHARE PREMIUM TO AN
ACCOUNT NOT AVAILABLE FOR DISTRIBUTION
PROPOSAL #E.21: APPROVE THE COMPENSATION AND ISSUER NO N/A N/A
NOMINATING COMMITTEE THE POWERS TO DETERMINATIONOF THE
NUMBER OF SUBSCRIPTION RIGHTS OFFERED TO EACH OF THE
DIRECTORS
PROPOSAL #E.22: AUTHORIZE 2 DIRECTORS, ACTING JOINTLY ISSUER NO N/A N/A
TO HAVE ESTABLISHED IN A DEED THE EXERCISE OF THE
SUBSCRIPTION RIGHTS AND THE CORRESPONDING INCREASE OF
SHARE CAPITAL, THE NUMBER OF NEW SHARES ISSUE, THE
ALTERATION OF THESE PREMIUMS TO AN ACCOUNT NOT
AVAILABLE FOR DISTRIBUTION, AS WELL AS TO COORDINATE
THE TEXT OF THE BY-LAWS AND TO FILE SUCH COORDINATED
TEXT WITH THE OFFICE OF THE CLERK OF THE COMMERCIAL
CODE OF BRUSSELS
PROPOSAL #E.23: AMEND ARTICLE 5 OF THE BY-LAWS, AS ISSUER NO N/A N/A
SPECIFIED
PROPOSAL #E.24: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
WITHIN THE LIMITS OF THE LAW TO DETERMINE THE
MODALITIES FOR THE EXCHANGE OF EXISTING BEARER
SECURITIES IN DEMATERIALIZED SECURITIES ? AND/OR
REGISTERED SECURITIES?
PROPOSAL #E.25: RECEIVE THE SPECIAL REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS REGARDING THE USE OF AUTHORIZED
CAPITAL IN CASE OF TAKEOVER BID, DRAWN UP IN
ACCORDANCE WITH ARTICLE 604 AND 607 OF BELGIAN
COMPANIES CODE
PROPOSAL #E.26: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
INCREASE SHARE CAPITAL IN CASE OF A PUBLIC TAKE OVER
BID ON SECURITIES OF THE COMPANY, UNDER THE CONDITIONS
SET FORTH IN ARTICLE 6, 1 TO 4 OF THE BY-LAWS AND 607
OF BELGIAN COMPANIES CODE AND AMEND THE ARTICLE 6, 5
OF THE BY-LAWS ACCORDINGLY
PROPOSAL #E.27: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PURCHASE THE COMPANIES OWN SHARES AS SUCHAUTHORIZATION
AND THE PARAMETERS THEREOF ARE REFLECTED IN ARTICLE
10, 1 OF THE BY-LAWS, RENEWING FOR A TERM OF 18 MONTHS
AS FROM 24 APR 2007 AND AMEND THE ARTICLE 10, 2 OF
THE BY-LAWS ACCORDINGLY
PROPOSAL #E.28: AUTHORIZE MR. BENOIT LOORE, GENERAL ISSUER NO N/A N/A
CONSEL CORPORATE GOVERNANCE, WITH RIGHT OF
SUBSTITUTION, FOR RESTATEMENT OF THE BY-LAWS AS A
RESULT OF AMENDMENTS REFERRED TO ABOVE, FOR THE
SIGNING OF SUCH RESTATED VERSION AND ITS FILLING WITH
THE OFFICE OF THE CLERK OF THE COMMERCIAL COURT OF
BRUSSELS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INDEPENDENT NEWS AND MEDIA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/18/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE TRANSACTION, AS SPECIFIED, ISSUER YES FOR N/A
AND AUTHORIZE THE DIRECTORS OF THE COMPANY OR
COMMITTEE THEREOF TO DO, OR PROCURE TO BE DONE, ALL
SUCH ACTS AND THINGS ON BEHALF OF THE COMPANY AND ANY
SUBSIDIARIES AS SHALL BE REQUIRED OR AS SHALL SEEM TO
THEM TO BE DESIRABLE TO GIVE EFFECT THERETO WITH SUCH
NON-MATERIAL MODIFICATIONS ?IF ANY? AS THEY MAY IN
THEIR ABSOLUTE DISCRETION THINK FIT, AND WITHOUT
PREJUDICE TO THE GENERALITY OF FOREGOING, INCLUDING
ENTERING INTO THE SCHEME IMPLEMENTATION AGREEMENT AND
IMPLEMENTING THE SCHEME EACH AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: INDEPENDENT NEWS AND MEDIA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
