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, 2007 - JUNE 30, 2008
FUND: VANGUARD GLOBAL EQUITY FUND
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ISSUER: 99 CENTS ONLY STORES
TICKER: NDN CUSIP: 65440K106
MEETING DATE: 9/17/2007 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-SUBJECT ANY FUTURE SHAREHOLDER YES AGAINST FOR
POISON PILL TO A SHAREHOLDER VOTE.
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ISSUER: ABITIBI-CONSOLIDATED INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE AN ARRANGEMENT UNDER SECTION ISSUER YES FOR N/A
192 OF THE CANADA BUSINESS CORPORATIONS ACT NECESSARY
TO EFFECT THE COMBINATION OF ABITIBI-CONSOLIDATED INC.
AND BOWATER INCORPORATED, A DELAWARE CORPORATION, AND
THE COMBINATION AGREEMENT AS SPECIFIED
PROPOSAL #2.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
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ISSUER: ABS-CBN BROADCASTING CORP ABS-CBN
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES ABSTAIN AGAINST
PROPOSAL #2.: APPROVE THE PROOF OF SERVICE OF NOTICE ISSUER YES ABSTAIN AGAINST
PROPOSAL #3.: APPROVE TO CERTIFY THE QUORUM ISSUER YES ABSTAIN AGAINST
PROPOSAL #4.: APPROVE THE MINUTES OF 14 JUN 2007 ISSUER YES ABSTAIN AGAINST
ANNUAL STOCKHOLDERS MEETING
PROPOSAL #5.: RECEIVE THE REPORT OF THE PRESIDENT ISSUER YES ABSTAIN AGAINST
PROPOSAL #6.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES ABSTAIN AGAINST
PROPOSAL #7.A: ELECT MR. OSCAR M. LOPEZ, CHAIRMAN AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR FOR THE ENSUING YEAR & Acirc; 2007-2008& eth;
PROPOSAL #7.B: ELECT MR. MANUEL M. LOPEZ AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
FOR THE ENSUING YEAR & Acirc; 2007-2008& eth;
PROPOSAL #7.C: ELECT MR. EUGENIO LOPEZ, III AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR FOR THE ENSUING YEAR & Acirc; 2007-2008& eth;
PROPOSAL #7.D: ELECT MS. PRESENTACION L. PSINAKIS AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR FOR THE ENSUING YEAR & Acirc; 2007-2008& eth;
PROPOSAL #7.E: ELECT MR. ANGEL S. ONG AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
FOR THE ENSUING YEAR & Acirc; 2007-2008& eth;
PROPOSAL #8.: APPOINT THE EXTERNAL AUDITOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #9.: OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #10.: ADJOURNMENT ISSUER YES ABSTAIN AGAINST
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ISSUER: ACCENTURE LTD
TICKER: ACN CUSIP: G1150G111
MEETING DATE: 2/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: RE-APPOINTMENT OF THE FOLLOWING NOMINEE ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS: BLYTHE J. MCGARVIE
PROPOSAL #1B: RE-APPOINTMENT OF THE FOLLOWING NOMINEE ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS: SIR MARK MOODY-STUART
PROPOSAL #02: AMENDMENT OF THE BYE-LAWS OF ACCENTURE ISSUER YES FOR FOR
LTD, WHICH WOULD ENABLE ACCENTURE TO DELIVER FUTURE
COPIES OF OUR PROXY MATERIALS TO SHAREHOLDERS
ELECTRONICALLY BY POSTING THESE MATERIALS ON AN
INTERNET WEBSITE AND NOTIFYING OUR SHAREHOLDERS OF THE
POSTING.
PROPOSAL #03: RE-APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE 2008 FISCAL YEAR AND
AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS TO DETERMINE KPMG LLP'S REMUNERATION.
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ISSUER: ACCIONA SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS OF THE ISSUER YES FOR FOR
COMPANY AND GROUP FROM THE PERIOD 2007
PROPOSAL #2.: APPROVE THE REVIEW OF THE MANAGEMENT ISSUER YES FOR FOR
REPORTS AND SOCIAL MANAGEMENT OF THE GROUP AND COMPANY
FROM THE PERIOD 2007
PROPOSAL #3.: APPROVE THE APPLICATION OF EARNINGS ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT THE ACCOUNTS AUDITORS ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT AND APPOINT THE BOARD MEMBERS: ISSUER YES AGAINST AGAINST
ESTABLISHMENT OF THE NUMBER OF BOARD MEMBERS
PROPOSAL #6.: APPROVE THE APPLICATION OF THE SHARE ISSUER YES FOR FOR
ISSUING PLAN
PROPOSAL #7.: GRANT AUTHORITY TO THE ACQUISITION OF ISSUER YES FOR FOR
OWN SHARES, WHICH MAY BE DESTINED TO REMUNERATION
SCHEMES, AND OVERRULING THE AUTHORIZATION GRANTED IN
THE OGM OF 2007
PROPOSAL #8.: GRANT AUTHORITY TO EXECUTE THE ISSUER YES FOR FOR
RESOLUTIONS ADOPTED
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ISSUER: ACE AVIATION HLDGS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES-NUMBER OF DIRECTORS, ISSUER YES FOR FOR
AS SPECIFIED
PROPOSAL #2.: ELECT THE DIRECTORS, AS SPECIFIED ISSUER YES FOR FOR
PROPOSAL #3.: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS
PROPOSAL #4.: APPROVE THE UNDERSIGNED CERTIFIES THAT ISSUER YES ABSTAIN AGAINST
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
HERE SO 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: ACERINOX SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS AND ISSUER YES FOR FOR
MANAGEMENT REPORTS FOR THE COMPANY AND GROUP OF 2007
PROPOSAL #2.: APPROVE THE MANAGEMENT OF THE BOARD AND ISSUER YES FOR FOR
THE DIVIDENDS IN 2007
PROPOSAL #3.: AUTHORIZE THE BOARD FOR THE ACQUISITION ISSUER YES FOR FOR
OF OWN SHARES
PROPOSAL #4.: APPROVE TO REFUND THE CONTRIBUTIONS TO ISSUER YES FOR FOR
SHAREHOLDERS CHARGED TO THE ISSUE PREMIUM ACCOUNT
PROPOSAL #5.: RE-ELECT KPMG AS THE AUDITORS ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT THE BOARD MEMBERS ISSUER YES ABSTAIN AGAINST
PROPOSAL #7.: APPROVE THE REPORTS REGARDING THE ISSUER YES FOR FOR
ARTICLE 116B OF EQUITY MARKET LAW
PROPOSAL #8.: APPROVE TO REDUCE SHARE CAPITAL BY MEANS ISSUER YES FOR FOR
OF AMORTIZATION OF OWN SHARES AND AMEND THE ARTICLE 5
OF THE BYLAWS
PROPOSAL #9.: APPROVE TO MODIFY THE ARTICLE 15 OF ISSUER YES FOR FOR
BYLAWS
PROPOSAL #10.: AUTHORIZE THE BOARD TO INCREASE SHARE ISSUER YES FOR FOR
CAPITAL AS OUTLINED IN THE ARTICLE 153.1B OF COMPANY
LAW
PROPOSAL #11.: APPROVE TO MODIFY THE GM RULES, ARTICLE ISSUER YES FOR FOR
3 AND ARTICLE 7
PROPOSAL #12.: APPROVE THE REMUNERATION OF THE BOARD ISSUER YES FOR FOR
PROPOSAL #13.: APPROVE THE DELEGATION OF POWERS WITHIN ISSUER YES FOR FOR
THE BOARD TO EXECUTE THE RESOLUTIONS ADEPTED
PROPOSAL #14.: APPROVE THE DESIGNATION OF INSPECTORS ISSUER YES FOR FOR
TO APPROVE THE MINUTES
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ISSUER: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT 2007 ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #3.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #4.1: RE-ELECT MR. JAKOB BAER TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS
PROPOSAL #4.2: RE-ELECT MR. ROLF DOERIG TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #4.3: RE-ELECT MR. JUERGEN DORMANN TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #4.4: RE-ELECT MR. ANDREAS JACOBS TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #4.5: RE-ELECT MR. FRANCIS MER TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #4.6: RE-ELECT MR. THOMAS O NEILL TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #4.7: RE-ELECT MR. DAVID PRINCE TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #4.8: ELECT MRS. WANDA RAPACZYNSKI TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #4.9: ELECT MRS. JUDITH A. SPRIESER TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #5.: ELECT THE STATUTORY AND GROUP AUDITORS ISSUER YES FOR FOR
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ISSUER: ADVANCED INFO SERVICE PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/10/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MATTERS TO BE INFORMED ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE TO CERTIFY THE MINUTES OF THE ISSUER YES FOR FOR
2007 AGM OF SHAREHOLDERS HELD ON 25 APR2007
PROPOSAL #3.: APPROVE AND CERTIFY THE RESULTS OF ISSUER YES FOR FOR
OPERATION FOR 2007
PROPOSAL #4.: APPROVE THE BALANCE SHEET, STATEMENT OF ISSUER YES FOR FOR
INCOME AND STATEMENT OF CASH FLOW FORFYE 31 DEC 2007
PROPOSAL #5.: APPROVE THE PROGRAM FOR THE ISSUING AND ISSUER YES FOR FOR
OFFERING OF DEBT INSTRUMENTS BY THE COMPANY
PROPOSAL #6.: APPROVE THE DIVIDEND PAYMENT TO THE ISSUER YES FOR FOR
SHAREHOLDERS FOR THE FY 2007
PROPOSAL #7.: APPROVE THE RE-APPOINTMENT OF THE ISSUER YES FOR FOR
RETIRING DIRECTORS AND APPOINT THE NEW DIRECTOR AND
THE DESIGNATE AUTHORIZED SIGNATORY
PROPOSAL #8.: APPROVE THE DIRECTORS REMUNERATION FOR ISSUER YES FOR FOR
2008
PROPOSAL #9.: APPOINT THE COMPANY'S AUDITORS AND ISSUER YES FOR FOR
APPROVE TO DETERMINE THE AUDITORS REMUNERATION FOR
THE YE 2008
PROPOSAL #10.: APPROVE THE ALLOTMENT OF THE ADDITIONAL ISSUER YES AGAINST AGAINST
ORDINARY SHARES, AT PAR VALUE OF THB 1 EACH, RESERVED
FOR EXERCISING THE RIGHT IN PURSUANCE WITH THE ESOP
WARRANTS DUE TO THE ENTERING INTO TERMS AND CONDITIONS
OF THE PROSPECTUS
PROPOSAL #11.: OTHER MATTERS ISSUER YES AGAINST AGAINST
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ISSUER: AGGREKO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT AND ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. D.C.M. HAMILL ISSUER YES FOR FOR
PROPOSAL #5.: ELECT MR. R.J. MACLEOD ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT MR. N.H. NORTHRIDGE ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. F.A.B. SHEPHERD ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT THE MR. P.G. ROGERSON ISSUER YES FOR FOR
PROPOSAL #9.: RE-ELECT MR. A.C. SALVESEN ISSUER YES FOR FOR
PROPOSAL #10.: RE-APPOINT THE AUDITORS ISSUER YES FOR FOR
PROPOSAL #11.: APPROVE THE CHANGES TO THE RULES OF THE ISSUER YES FOR FOR
AGGREKO PSP
PROPOSAL #12.: APPROVE THE CHANGES TO THE RULES OF THE ISSUER YES FOR FOR
AGGREKO CIP
PROPOSAL #13.: APPROVE THE ALLOTMENT OF SHARES UNDER ISSUER YES FOR FOR
SECTION 80
PROPOSAL #S.14: APPROVE THE ALLOTMENT OF SHARES FOR ISSUER YES FOR FOR
CASH UNDER SECTION 95
PROPOSAL #S.15: APPROVE THE PURCHASE OF OWN SHARES ISSUER YES FOR FOR
PROPOSAL #S.16: APPROVE THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #S.17: APPROVE THE NEW ARTICLE 100 & Acirc; FROM 01 ISSUER YES FOR FOR
OCT 2008& eth;
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ISSUER: AIR FRANCE - KLM, ROISSY CHARLES DE GAULLE
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR N/A
STATUTORY REPORTS
PROPOSAL #O.2: APPROVE TO ACCEPT CONSOLIDATED ISSUER YES FOR N/A
FINANCIAL STATEMENTS AND STATUTORY REPORTS
PROPOSAL #O.3: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR N/A
DIVIDENDS OF EUR 0.48 PER SHARE
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT ISSUER YES FOR N/A
REGARDING RELATED-PARTY TRANSACTIONS
PROPOSAL #O.5: GRANT AUTHORITY TO REPURCHASE UP TO 10% ISSUER YES FOR N/A
OF ISSUED SHARE CAPITAL
PROPOSAL #E.6: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 500 MILLION
PROPOSAL #E.7: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES AGAINST N/A
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF EUR 500 MILLION
PROPOSAL #E.8: APPROVE TO INCREASE AUTHORIZE CAPITAL ISSUER YES FOR N/A
OF UP TO 10% OF ISSUED CAPITAL FOR FUTURE ACQUISITIONS
PROPOSAL #E.9: GRANT AUTHORITY FOR CAPITALIZATION OF ISSUER YES FOR N/A
RESERVES OF UP TO EUR 500 MILLION FOR BONUS ISSUE OR
INCREASE IN PAR VALUE
PROPOSAL #E.10: GRANT AUTHORITY UP TO 0.5% OF ISSUED ISSUER YES AGAINST N/A
CAPITAL FOR USE IN RESTRICTED STOCK PLAN
PROPOSAL #E.11: APPROVE THE EMPLOYEE SAVINGS-RELATED ISSUER YES FOR N/A
SHARE PURCHASE PLAN
PROPOSAL #E.12: AMEND ARTICLE 17 OF BY-LAWS REGARDING: ISSUER YES FOR N/A
EMPLOYEE SHAREHOLDER REPRESENTATIVES
PROPOSAL #E.13: APPROVE TO CANCEL ARTICLE 29 OF BY- ISSUER YES FOR N/A
LAWS REGARDING: STRATEGIC MANAGEMENT COMMITTEE
PROPOSAL #E.14: AMEND ARTICLE 31 OF BY-LAWS REGARDING: ISSUER YES FOR N/A
RECORD DATE
PROPOSAL #E.15: GRANT AUTHORITY TO FILL THE REQUIRED ISSUER YES FOR N/A
DOCUMENTS/OTHER FORMALITIES
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ISSUER: AISIN SEIKI CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF RETAINED EARNINGS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.17: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #5: APPROVE ISSUANCE OF SHARE ACQUISITION ISSUER YES FOR FOR
RIGHTS AS STOCK OPTIONS
PROPOSAL #6: APPROVE RETIREMENT ALLOWANCE FOR RETIRING ISSUER YES AGAINST AGAINST
CORPORATE OFFICERS, AND PAYMENT OF ACCRUED BENEFITS
ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM
FOR CURRENT DIRECTORS
PROPOSAL #7: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
DIRECTORS
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ISSUER: AJINOMOTO CO.,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.5: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
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ISSUER: AK STEEL HOLDING CORPORATION
TICKER: AKS CUSIP: 001547108
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD A. ABDOO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN S. BRINZO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS C. CUNEO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM K. GERBER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. BONNIE G. HILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT H. JENKINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL J. MEYER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH S. MICHAEL, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHIRLEY D. PETERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. JAMES A. THOMSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES L. WAINSCOTT ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008.
PROPOSAL #03: RE-APPROVAL OF THE PERFORMANCE GOALS FOR ISSUER YES FOR FOR
THE COMPANY'S ANNUAL MANAGEMENT INCENTIVE PLAN.
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ISSUER: AKZO NOBEL N V
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: REPORT OF THE BOARD OF MANAGEMENT FOR ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #3.A: ADOPT THE 2007 FINANCIAL STATEMENTS OF ISSUER YES ABSTAIN AGAINST
THE COMPANY
PROPOSAL #3.B.: PROFIT ALLOCATION ISSUER NO N/A N/A
PROPOSAL #3.C: DISCUSSION OF DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #3.D: ADOPT THE DIVIDEND PROPOSAL ISSUER YES ABSTAIN AGAINST
PROPOSAL #4.A: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES ABSTAIN AGAINST
MEMBERS OF THE BOARD OF MANAGEMENT FOR THE PERFORMANCE
OF THEIR DUTIES IN 2007
PROPOSAL #4.B: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES ABSTAIN AGAINST
MEMBERS OF THE SUPERVISORY BOARD FOR THE PERFORMANCE
OF THEIR DUTIES IN 2007
PROPOSAL #5.A: APPROVE TO INCREASE THE NUMBER OF ISSUER YES ABSTAIN AGAINST
MEMBERS OF THE BOARD OF MANAGEMENT
PROPOSAL #5.B.1: APPOINT MR. K.NICHOLS TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
MANAGEMENT
PROPOSAL #5.B.2: RE-APPOINT MR. L.E.DARNER TO THE ISSUER YES ABSTAIN AGAINST
BOARD OF MANAGEMENT
PROPOSAL #5.B.3: APPOINT MR. R.J.FROHN TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
MANAGEMENT
PROPOSAL #6.A: APPROVE TO INCREASE THE NUMBER OF ISSUER YES ABSTAIN AGAINST
MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #6.B.1: APPOINT MR. P.B.ELLWOOD TO THE ISSUER YES ABSTAIN AGAINST
SUPERVISORY BOARD
PROPOSAL #6.B.2: APPOINT MR. V. BOTTOMLEY TO THE ISSUER YES ABSTAIN AGAINST
SUPERVISORY BOARD
PROPOSAL #6.B.3: APPOINT MR. R.G.C.VAN DEN BRINK TO ISSUER YES ABSTAIN AGAINST
THE SUPERVISORY BOARD
PROPOSAL #6.C: APPROVE THE REMUNERATION OF THE ISSUER YES ABSTAIN AGAINST
CHAIRMAN OF THE SUPERVISORY BOARD
PROPOSAL #7.: AMEND THE REMUNERATION POLICY FOR THE ISSUER YES ABSTAIN AGAINST
BOARD OF MANAGEMENT
PROPOSAL #8.A: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER YES ABSTAIN AGAINST
ISSUE SHARES
PROPOSAL #8.B: GRANT AUTHORITY TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
MANAGEMENT TO RESTRICT OR EXCLUDE THE PREEMPTIVE
RIGHTS OF SHAREHOLDERS
PROPOSAL #9.: GRANT AUTHORITY TO THE BOARD OF ISSUER YES ABSTAIN AGAINST
MANAGEMENT TO ACQUIRE COMMON SHARES IN THE SHARE
CAPITAL OF THE COMPANY ON BEHALF OF THE COMPANY
PROPOSAL #10.: APPROVE TO CANCEL COMMON SHARES IN THE ISSUER YES ABSTAIN AGAINST
SHARE CAPITAL OF THE COMPANY
PROPOSAL #11.: APPROVE TO DESIGNATE ENGLISH AS THE ISSUER YES ABSTAIN AGAINST
OFFICIAL LANGUAGE OF THE ANNUAL REPORT AND OTHER
REGULATED INFORMATION
PROPOSAL #12.: APPROVE TO DISTRIBUTE THE INFORMATION ISSUER YES ABSTAIN AGAINST
TO SHAREHOLDERS BY WAY OF ELECTRONIC MEANS OF
COMMUNICATION
PROPOSAL #13.: ANY OTHER BUSINESS ISSUER NO N/A N/A
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ISSUER: ALAPIS HOLDING INDUSTRIAL AND COMMERCIAL SA OF PHARMACEUTICAL CHEMICAL &
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO ACQUIRE THE OWN SHARES UP TO ISSUER NO N/A N/A
THE 1/10TH OF THE SHARE CAPITAL ACCORDING TO ARTICLE
16 OF THE LAW 2190/1920 WITH THE PURPOSE TO DECREASE
THE SHARE CAPITAL OF THE COMPANY WITH A MINIMUM PRICE
OF EUR 1 AND A MAXIMUM PRICE OF EUR 5 PER SHARE
PROPOSAL #2.: AUTHORIZE THE COMPANY'S BOARD OF ISSUER NO N/A N/A
DIRECTOR TO PROCEED WITH THE CORRESPONDING AMENDMENT
OF ARTICLE 5 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY WHEN THE OWN SHARES ARE ACQUIRED
PROPOSAL #3.: APPROVE TO CHANGE THE COMPANY'S PREMISES ISSUER NO N/A N/A
PROPOSAL #4.: AMEND ARTICLE 3 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION ABOUT THE COMPANY'S PREMISES
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ISSUER: ALAPIS HOLDING INDUSTRIAL AND COMMERCIAL SA OF PHARMACEUTICAL CHEMICAL &
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL FINANCIAL STATEMENTS, ISSUER NO N/A N/A
CURRENT AND CONSOLIDATED FOR THE FY 2007 AND THE
AUDITORS AND BOARD OF DIRECTORS REPORT FOR THE FY 2007
PROPOSAL #2.: APPROVE THE PROFITS APPROPRIATION FOR ISSUER NO N/A N/A
THE FY 2007 AND DISTRIBUTION OF A DIVIDEND
PROPOSAL #3.: GRANT DISCHARGE THE BOARD OF DIRECTORS ISSUER NO N/A N/A
MEMBERS AND THE AUDITORS FROM ANY LIABILITY OF
INDEMNIFICATION FOR HE FY 2007
PROPOSAL #4.: ELECT THE ORDINARY AND SUBSTITUTE ISSUER NO N/A N/A
AUDITORS FOR THE FY 2008
PROPOSAL #5.: APPROVE THE BOARD OF DIRECTORS FEES AND ISSUER NO N/A N/A
SALARIES FOR THE FY 2007 AND DETERMINE THEIR FEES AND
SALARIES FOR THE FY 2008
PROPOSAL #6.: GRANT AUTHORITY ACCORDING TO THE ARTICLE ISSUER NO N/A N/A
23 OF THE LAW 2190/1920 TO THE BOARDOF THE DIRECTORS
MEMBERS AND TO THE COMPANY'S DIRECTORS TO PARTICIPATE
IN THE MANAGEMENT OF OTHER COMPANY'S WITH A SIMILAR
PURPOSE
PROPOSAL #7.: APPROVE THE DRAFT CONTRACTS ACCORDING TO ISSUER NO N/A N/A
THE ARTICLE 23A OF THE LAW 2190/1920
PROPOSAL #8.: VARIOUS ANNOUNCEMENTS ISSUER NO N/A N/A
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ISSUER: ALBERTO-CULVER COMPANY
TICKER: ACV CUSIP: 013078100
MEETING DATE: 1/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS A. DATTILO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JIM EDGAR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAM J. SUSSER ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE EMPLOYEE STOCK OPTION ISSUER YES FOR FOR
PLAN OF 2006, AS AMENDED.
PROPOSAL #03: APPROVAL OF THE MANAGEMENT INCENTIVE ISSUER YES FOR FOR
PLAN, AS AMENDED.
PROPOSAL #04: APPROVAL OF THE 2006 SHAREHOLDER VALUE ISSUER YES FOR FOR
INCENTIVE PLAN, AS AMENDED.
PROPOSAL #05: APPROVAL OF THE 2006 RESTRICTED STOCK ISSUER YES FOR FOR
PLAN, AS AMENDED.
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ISSUER: ALCATEL-LUCENT
TICKER: ALU CUSIP: 013904305
MEETING DATE: 5/30/2008 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, 2007.
PROPOSAL #O2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.
PROPOSAL #O3: RESULTS FOR THE FISCAL YEAR - ISSUER YES FOR FOR
APPROPRIATION.
PROPOSAL #O4: APPOINTMENT OF JEAN-PIERRE DESBOIS IN ISSUER YES FOR FOR
HIS CAPACITY AS CENSEUR .
PROPOSAL #O5: APPOINTMENT OF PATRICK HAUPTMANN IN HIS ISSUER YES FOR FOR
CAPACITY AS CENSEUR .
PROPOSAL #O6: APPROVAL OF RELATED PARTY AGREEMENTS ISSUER YES FOR FOR
ENTERED INTO OR WHICH REMAIN IN FORCE.
PROPOSAL #O7: COMPLIANCE IMPLEMENTATION OBLIGATIONS OF ISSUER YES FOR FOR
THE COMPANY UNDER THE PROVISIONS OF ARTICLE L. 225-
42-1 OF THE FRENCH COMMERCIAL CODE.
PROPOSAL #O8: AUTHORIZATION GIVEN TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS TO ALLOW THE COMPANY TO PURCHASE AND SELL
ITS OWN SHARES.
PROPOSAL #E9: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELLATION OF THE TREASURY SHARES.
PROPOSAL #E10: AUTHORIZATION OF THE BOARD OF DIRECTORS ISSUER YES AGAINST AGAINST
TO PROCEED WITH BONUS ISSUES OF EXISTING COMPANY
SHARES OR OF SHARES TO BE ISSUED.
PROPOSAL #E11: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES AGAINST AGAINST
OF DIRECTORS TO GRANT OPTIONS TO SUBSCRIBE FOR OR
PURCHASE SHARES OF THE COMPANY.
PROPOSAL #E12: DELEGATION OF AUTHORITY TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS TO DECIDE ON THE DISPOSAL OR TO INCREASE OF
SHARE CAPITAL.
PROPOSAL #E13: AMENDMENTS TO THE COMPANY'S BYLAWS - ISSUER YES FOR FOR
REMOVAL OF THE QUALIFIED MAJORITY RULE MENTIONED IN
ARTICLE 17.
PROPOSAL #E14: POWERS. ISSUER YES FOR FOR
PROPOSAL #E15: AMENDMENTS OR NEWS RESOLUTIONS PROPOSED ISSUER YES AGAINST AGAINST
AT THE MEETING. (IF YOU VOTE IF FAVOR OF RESOLUTION
YOU ARE GIVING DISCRETION TO THE CHAIRMAN OF THE
MEETING TO VOTE FOR OR AGAINST ANY AMENDMENTS OR NEW
RESOLUTIONS THAT MAY BE PROPOSED. IF YOU CAST YOUR
VOTE AGAINST RESOLUTION YOU ARE ABSTAINING FROM VOTING
ON ANY AMENDMENTS OR NEW RESOLUTIONS THAT MAY BE
PROPOSED WHICH IS EQUIVALENT TO A VOTE AGAINST.
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ISSUER: ALFA LAVAL AB, LUND
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER YES FOR FOR
PROPOSAL #2.: APPOINT MR. ANDERS NARVINGER AS THE ISSUER YES FOR FOR
CHAIRMAN OF THE MEETING
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE THE AGENDA FOR THE MEETING ISSUER YES FOR FOR
PROPOSAL #5.: ELECT 1 OR 2 PERSONS TO VERIFY THE ISSUER YES FOR FOR
MINUTES
PROPOSAL #6.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES FOR FOR
HAS BEEN PROPERLY CONVENED
PROPOSAL #7.: THE MANAGING DIRECTOR'S SPEECH ISSUER YES FOR FOR
PROPOSAL #8.: APPROVE THE WORK PERFORMED BY THE BOARD ISSUER YES FOR FOR
OF DIRECTORS AND THE COMMITTEES OF THE BOARD OF
DIRECTOR S
PROPOSAL #9.: RECEIVE THE ANNUAL REPORT, THE AUDITOR'S ISSUER YES FOR FOR
REPORT AND THE CONSOLIDATED ANNUAL REPORT AND THE
AUDITOR'S REPORT ON THE CONSOLIDATED ANNUAL REPORT
PROPOSAL #10.A: ADOPT THE INCOME STATEMENT AND THE ISSUER YES FOR FOR
BALANCE SHEET, THE CONSOLIDATED INCOME STATEMENT, AND
THE CONSOLIDATED BALANCE SHEET
PROPOSAL #10.B: APPROVE THE DIVIDEND OF SEK 9.00 PER ISSUER YES FOR FOR
SHARE FOR 2007; FRIDAY, 25 APR 2008 IS PROPOSED AS
RECORD DAY FOR RIGHT TO DIVIDEND, IF THE MEETING
RESOLVES IN ACCORDANCE WITH THIS PROPOSAL, VPC AB IS
EXPECTED TO PAY DIVIDENDS ON WEDNESDAY, 31 APR 2008
PROPOSAL #10.C: GRANT DISCHARGE FROM THE LIABILITY OF ISSUER YES FOR FOR
THE BOARD OF DIRECTORS AND THE MANAGINGDIRECTOR
PROPOSAL #11.: APPROVE THE WORK OF THE NOMINATION ISSUER YES FOR FOR
COMMITTEE
PROPOSAL #12.: APPROVE THE NUMBER OF MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO BE ELECTED BY THE MEETING SHALL
BE 8 WITH NO DEPUTIES; AND NUMBER OF AUDITORS SHALL BE
2 WITH 2 DEPUTY AUDITORS
PROPOSAL #13.: APPROVE THE COMPENSATION TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS TO BE A TOTAL OF SEK 3,485,000
& Acirc; 3,050,000& eth; TO BE DISTRIBUTED TO THE ELECTED MEMBERS
OF THE BOARD OF DIRECTORS NOT EMPLOYED BY THE COMPANY
AS FOLLOWS: CHAIRMAN SEK 900,000 & Acirc; 800,000& eth; ; OTHER
MEMBERS OF THE BOARD OF DIRECTORS: SEK 360,000
& Acirc; 325,000& eth; ; SUPPLEMENT FOR CHAIRMAN OF AUDIT COMMITTEE
SEK 125,000 & Acirc; 100,000& eth; ; SUPPLEMENT FOR OTHER MEMBERS OF
AUDIT COMMITTEE SEK 75,000 & Acirc; 50,000& eth; ; SUPPLEMENT FOR
THE CHAIRMAN OF REMUNERATION COMMITTEE SEK 50,000
& Acirc; 50,000& eth; ; SUPPLEMENT FOR OTHER MEMBERS OF REMUNERATION
COMMITTEE SEK 50,000 & Acirc; 50,000& eth; ; COMPENSATION TO THE
AUDITORS SHALL BE PAID IN ACCORDANCE WITH THE CURRENT
AGREEMENT
PROPOSAL #14.: RE-ELECT MESSRS. GUNILLA BERG, BJORN ISSUER YES FOR FOR
HAGGLUND, ANDERS NARVINGER, FINN RAUSING, JORN
RAUSING, LARS RENSTROM, WALDEMAR SCHMIDT AND ULLA
LITZEN; ELECT MR. ANDERS NARVINGER AS THE CHAIRMAN OF
THE MEETING; APPOINT PUBLIC ACCOUNTANTS MESSRS.
KERSTIN MOUCHARD AND STAFFAN LANDEN AS THE AUDITORS OF
THE COMPANY FOR A PERIOD OF 4 YEARS FOLLOWING THIS
MEETING I.E. FOR THE PERIOD UNTIL THE AGM 2012,
APPOINT THE AUTHORIZED PUBLIC ACCOUNTANTS MESSRS.
HAKAN OLSSON AND THOMAS SWENSSON AS THE DEPUTY
AUDITORS OF THE COMPANY FOR A PERIOD OF 4 YEARS
FOLLOWING THIS MEETING I.E. FOR THE PERIOD UNTIL THE
AGM 2012
PROPOSAL #15.: RECEIVE THE AUDITORS REPORT REGARDING ISSUER YES FOR FOR
COMPLIANCE WITH PRINCIPLES FOR REMUNERATION OF THE
COMPANY MANAGEMENT ESTABLISHED AT HE AGM 2007
PROPOSAL #16.: APPROVE THE SPECIFIED PRINCIPLES FOR ISSUER YES FOR FOR
REMUNERATION OF THE COMPANY MANAGEMENT
PROPOSAL #17.: APPROVE THE SPECIFIED PROCEDURE FOR ISSUER YES FOR FOR
APPOINTING THE NOMINATION COMMITTEE FOR THE NEXT AGM
PROPOSAL #18.A: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
ACQUIRE UP TO 10% OF ALL SHARES IN THE COMPANY ON THE
OMX NORDIC EXCHANGE STOCKHOLM; BY VIRTUE OF SUCH
AUTHORIZATION THE COMPANY HAS PURCHASED A TOTAL OF
4,323,639 OF ITS OWN SHARES AS OF 11 MAR 2008; APPROVE
TO REDUCE THE COMPANY'S SHARE CAPITAL WITH SEK
43,236,390 BY CANCELLATION OF THE 4,323,639
REPURCHASED SHARES
PROPOSAL #18.b: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
ACQUIRE UP TO 10% OF ALL SHARES IN THE COMPANY ON THE
OMX NORDIC EXCHANGE STOCKHOLM, BY VIRTUE OF SUCH
AUTHORIZATION THE COMPANY HAS PURCHASED A TOTAL OF
4,323,639 OF ITS OWN SHARES AS OF 11 MAR 2008; APPROVE
TO INCREASE THE COMPANY'S SHARE CAPITAL WITH SEK
43,236,390 BY MEANS OF TRANSFER FROM NON-RESTRICTED
EQUITY TO THE SHARE CAPITAL & Acirc; BONUS ISSUE& eth; , INCREASE
SHALL BE EXECUTED WITHOUT ISSUING NEW SHARES
PROPOSAL #19.: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY AS SPECIFIED
PROPOSAL #20.: APPROVE, WITH REFERENCE TO THE ISSUER YES FOR FOR
RESOLUTION 19 TO AMEND THE ARTICLES OF ASSOCIATION AND
SUBJECT TO THE MEETING'S APPROVAL OF SUCH PROPOSAL, A
SPLIT OF SHARES BY WHICH EACH EXISTING SHARE WILL BE
SPLIT INTO 4 NEW SHARES AND AUTHORIZE THE BOARD OF
DIRECTORS TO DECIDE THE DAY ON WHICH THE RESOLUTION
SHALL BE EXECUTED
PROPOSAL #21.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
RESOLVE, ON 1 OR ON SEVERAL OCCASIONS, DURING THE
PERIOD UNTIL NEXT AGM, ON THE PURCHASE OF OWN SHARES
SUBJECT TO THAT THE HOLDING OF OWN SHARES MUST NOT
EXCEED 5% OF ALL SHARES IN THE COMPANY, PURCHASES
SHALL BE MADE ON THE OMX NORDIC EXCHANGE STOCKHOLM AT
THE MARKET PRICE PREVAILING AT THE TIME OF EACH
PURCHASE, THE PROPOSED REPURCHASE IS TO GIVE THE BOARD
OF DIRECTORS THE POSSIBILITY TO ADJUST THE COMPANY'S
CAPITAL STRUCTURE DURING THE PERIOD UNTIL THE NEXT
AGM; FURTHER, THE PURPOSE IS TO ADJUST THE CAPITAL
STRUCTURE OF THE COMPANY BY CANCELLATION OF THE SHARES
REPURCHASED UNDER THIS AUTHORIZATION
PROPOSAL #22.: OTHER MATTERS ISSUER NO N/A N/A
PROPOSAL #23.: CLOSING OF THE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALFRESA HOLDINGS CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
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ISSUER: ALLIANZ SE, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT OF THE BOARD
OF MANAGING DIRECTORS PURSUANT TO SECTIONS 289(4) AND
315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 2,475,825,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 5.50 PER NO-PAR SHARE EX-
DIVIDEND AND PAYABLE DATE: 22 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER YES FOR FOR
PURPOSES OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST SHALL
BE AUTHORIZED TO ACQUIRE AND SELL SHARES OF THE
COMPANY, AT PRICES NOT DEVIATING MORE THAN 10% FROM
THE MARKET PRICE ON OR BEFORE 20 NOV 2009, THE TRADING
PORTFOLIO OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE
SHALL NOT EXCEED 5% OF THE COMPANY'S SHARE CAPITAL AT
THE END OF ANY DAY
PROPOSAL #6.: AUTHORIZATION TO ACQUIRE OWN SHARES FOR ISSUER YES FOR FOR
PURPOSES OTHER THAN SECURITIES TRADING 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 ARE PURCHASE
OFFER, ON OR BEFORE 20 NOV 2009 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 IF THE SHARES ARE SOLD AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE TO USE THE SHARES
FOR ACQUISITION PURPOSES TO FLOAT THE SHARES ON
FOREIGN STOCK EXCHANGES, TO USE THE SHARES FOR THE
FULFILLMENT OF CONVERSION OR OPTION RIGHTS TO USE UP
TO 124,187 OWN SHARES WITHIN THE SCOPE OF THE
COMPANY'S STOCK OPTION PLAN, TO OFFER UP TO 5,000,000
SHARES TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES,
AND TO RETIRE THE SHARES
PROPOSAL #7.: AUTHORIZATION TO USE DERIVATIVES FOR THE ISSUER YES FOR FOR
ACQUISITION OF OWN SHARES THE COMPANY SHALL ALSO BE
AUTHORIZED TO USE PUT AND CALL OPTIONS FOR THE
ACQUISITION OF OWN SHARES OF UP TO 5% OF THE COMPANY'S
SHARE CAPITAL, AT A PRICES NOT DEVIATING MORE THAN 10
FROM THE MARKET PRICE OF THE SHARES
PROPOSAL #8.: AMENDMENT TO THE ARTICLE OF ASSOCIATION ISSUER YES FOR FOR
IN RESPECT OF MEMBERS OF THE NOMINATION COMMITTEE
SHALL NOT RECEIVE AN ADDITIONAL REMUNERATION
PROPOSAL #9.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY OWNED
SUBSIDIARY ALLIANZ INVESTMENT MANAGEMENT SE, EFFECTIVE
RETROACTIVELY FROM 01 JUL 2007 UNTIL AT LEAST 30 JUN
2012
PROPOSAL #10.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY OWNED
SUBSIDIARY ALLIANZ ARGOS 14 GMBH, EFFECTIVE
RETROACTIVELY FROM 01 NOV 2007 UNTIL AT LEAST 31 OCT
2012
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ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 5/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTORS: ELIZABETH E. ISSUER YES FOR FOR
BAILEY
PROPOSAL #1B: ELECTION OF DIRECTORS: GERALD L. BALILES ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTORS: DINYAR S. DEVITRE ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTORS: THOMAS F. ISSUER YES FOR FOR
FARRELL, II
PROPOSAL #1E: ELECTION OF DIRECTORS: ROBERT E.R. ISSUER YES FOR FOR
HUNTLEY
PROPOSAL #1F: ELECTION OF DIRECTORS: THOMAS W. JONES ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTORS: GEORGE MUNOZ ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTORS: MICHAEL E. ISSUER YES FOR FOR
SZYMANCZYK
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS
PROPOSAL #03: STOCKHOLDER PROPOSAL 1 - SHAREHOLDER SAY SHAREHOLDER YES AGAINST FOR
ON EXECUTIVE PAY
PROPOSAL #04: STOCKHOLDER PROPOSAL 2 - CUMULATIVE SHAREHOLDER YES AGAINST FOR
VOTING
PROPOSAL #05: STOCKHOLDER PROPOSAL 3 - APPLY GLOBALLY SHAREHOLDER YES AGAINST FOR
PRACTICES DEMANDED BY THE MASTER SETTLEMENT AGREEMENT
PROPOSAL #06: STOCKHOLDER PROPOSAL 4 - STOP YOUTH- SHAREHOLDER YES ABSTAIN AGAINST
ORIENTED AD CAMPAIGNS
PROPOSAL #07: STOCKHOLDER PROPOSAL 5 - TWO CIGARETTE SHAREHOLDER YES ABSTAIN AGAINST
APPROACH TO MARKETING
PROPOSAL #08: STOCKHOLDER PROPOSAL 6 - ENDORSE HEALTH SHAREHOLDER YES ABSTAIN AGAINST
CARE PRINCIPLES
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ISSUER: ALUMINA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL REPORT ISSUER NO N/A N/A
AND THE REPORTS OF THE DIRECTORS ANDTHE AUDITOR FOR
THE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
FYE 31 DEC 2007
PROPOSAL #3.a: RE-ELECT MR. RONALD J. MCNEILLY AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITHTHE COMPANY'S
CONSTITUTION
PROPOSAL #3.b: ELECT MR. G. JOHN PIZZEY AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY ON 08 JUN 2007
PROPOSAL #3.c: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: ELECT MR. STEPHEN D. MAYNE AS A DIRECTOR
PROPOSAL #4.: APPROVE, FOR ALL PURPOSES UNDER THE ISSUER YES FOR FOR
CORPORATIONS ACT 2001 & Acirc; CTH& eth; TO GRANT MR. JOHN MARLAY,
CHIEF EXECUTIVE OFFICER OF THE COMPANY, OF RIGHTS TO
ACQUIRE ORDINARY SHARES IN THE CAPITAL OF THE COMPANY
IN ACCORDANCE WITH THE TERMS CONTAINED IN THE
COMPANY'S LONG TERM INCENTIVE PLAN, AS SPECIFIED
PROPOSAL #S.5: AMEND, PURSUANT TO SECTIONS 136& Acirc; 2& eth; AND ISSUER YES FOR FOR
648G OF THE CORPORATIONS ACT 2001 & Acirc; CTH& eth; , THE
CONSTITUTION OF THE COMPANY BY RE-INSERTING RULE 139
AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMAZON.COM, INC.
TICKER: AMZN CUSIP: 023135106
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: JEFFREY P. BEZOS ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: TOM A. ALBERG ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN SEELY BROWN ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: L. JOHN DOERR ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: WILLIAM B. GORDON ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: MYRTLE S. POTTER ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: THOMAS O. RYDER ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: PATRICIA Q. ISSUER YES FOR FOR
STONESIFER
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
2008.
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ISSUER: AMCOR LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL REPORT OF THE ISSUER NO N/A N/A
COMPANY AND THE REPORTS OF THE DIRECTORS AND THE
AUDITOR IN RESPECT OF THE YE 30 JUN 2007
PROPOSAL #2.a: RE-ELECT MR. CHRISTOPHER IVAN ROBERTS ISSUER YES FOR N/A
AS A DIRECTOR WHO RETIRES BY ROTATION IN ACCORDANCE
WITH RULE 63 OF THE COMPANY'S CONSTITUTION
PROPOSAL #2.b: RE-ELECT MR. GEOFFREY ALLAN TOMLINSON ISSUER YES FOR N/A
AS A DIRECTOR WHO RETIRES BY ROTATION IN ACCORDANCE
WITH RULE 63 OF THE COMPANY'S CONSTITUTION
PROPOSAL #3.: APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR N/A
AUDITOR OF THE COMPANY, THE CONSENT OF THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMISSION TO THE
RESIGNATION OF THE CURRENT AUDITOR, KPMG, HAVING BEING
OBTAINED, AND AUTHORIZE THE DIRECTORS TO AGREE THEIR
REMUNERATION
PROPOSAL #4.: APPROVE, FOR ALL PURPOSES UNDER THE ISSUER YES FOR N/A
CORPORATIONS ACT 2001 & Acirc; CTH& eth; AND THE AUSTRALIAN
SECURITIES EXCHANGE LISTING RULES & Acirc; INCLUDING LISTING
RULE 10.14& eth; , THE ISSUE TO THE MANAGING DIRECTOR AND
THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, MR. K.N.
MACKENZIE, OF 165,000 OPTIONS AND 100,000 PERFORMANCE
RIGHTS PURSUANT TO THE COMPANY'S LONG TERM INCENTIVE
PLAN, AS SPECIFIED, AND THE ISSUE OF ORDINARY SHARES
IN THE COMPANY UPON THE EXERCISE OF THOSE OPTIONS AND
PERFORMANCE RIGHTS
PROPOSAL #5.: APPROVE, FOR ALL PURPOSES UNDER THE ISSUER YES FOR N/A
CORPORATIONS ACT 2001 & Acirc; CTH& eth; , THE ACQUISITION BY THE
MANAGING DIRECTOR AND THE CHIEF EXECUTIVE OFFICER OF
THE COMPANY, MR. K.N. MACKENZIE, OF ORDINARY SHARES IN
THE COMPANY PURSUANT TO THE COMPANY'S MEDIUM TERM
INCENTIVE PLAN, AS SPECIFIED
PROPOSAL #6.: ADOPT THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
COMPANY & Acirc; INCLUDED IN THE REPORT OF THE DIRECTORS& eth; FOR
THE YE 30 JUN 2007
PROPOSAL #S.7: APPROVE, PURSUANT TO SECTIONS 136(2) ISSUER YES FOR N/A
AND 648G OF THE CORPORATIONS ACT 2001 & Acirc; CTH& eth; , TO RENEW
RULE 97 OF THE COMPANY'S CONSTITUTION & Acirc; AND AMENDED& eth; IN
THE FORM AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMEC PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF ISSUER YES FOR FOR
THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2007
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #4.: APPROVE THE REMUNERATION POLICY ISSUER YES FOR FOR
PRESCRIBED IN THE DIRECTORS REMUNERATION REPORT
PROPOSAL #5.: RE-ELECT MR. P.J. BYROM AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT MR. T.W. FAITHFULL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #S.8: AUTHORIZE THE COMPANY TO MAKE PURCHASE ISSUER YES FOR FOR
OF ITS OWN SHARES
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR FOR
RELEVANT SECURITIES
PROPOSAL #S.10: APPROVE THE DIAPPLICATION OF SECTION ISSUER YES FOR FOR
89(1) OF THE COMPANIES ACT 1985
PROPOSAL #S.11: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY AS SPECIFIED
PROPOSAL #12.: APPROVE THE INTRODUCTION OF THE AMEC ISSUER YES FOR FOR
TRANSFORMATION INCENTIVE PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICA MOVIL SAB DE CV, MEXICO
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS, APPLY ISSUER NO N/A N/A
THE EARNINGS INCLUDING A CASH DIVIDEND PAYMENT WITH
THE RATE MXN 1.00 PER EVERY SHARE IN HOLDING
PROPOSAL #2.: APPOINT THE PEOPLE WHO WILL PUT INTO IN ISSUER NO N/A N/A
EFFECT THE RESOLUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICA MOVIL, S.A.B. DE C.V.
TICKER: AMX CUSIP: 02364W105
MEETING DATE: 4/29/2008 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 ELECTRIC POWER COMPANY, INC.
TICKER: AEP CUSIP: 025537101
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: E.R. BROOKS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH D. CROSBY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LINDA A. GOODSPEED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESTER A. HUDSON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LIONEL L. NOWELL III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KATHRYN D. SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD M. CARLTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. DESBARRES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. HOAGLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL G. MORRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD L. SANDOR ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN EXPRESS COMPANY
TICKER: AXP CUSIP: 025816109
MEETING DATE: 4/28/2008 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: 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: 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: A PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008.
PROPOSAL #03: A PROPOSAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO REQUIRE A MAJORITY VOTE FOR THE
ELECTION OF DIRECTORS IN NON-CONTESTED ELECTIONS.
PROPOSAL #4A: PROPOSAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE STATUTORY SUPERMAJORITY
VOTING: MERGER OR CONSOLIDATION.
PROPOSAL #4B: PROPOSAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE STATUTORY SUPERMAJORITY
VOTING: SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF
ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS
OUTSIDE THE ORDINARY COURSE OF BUSINESS.
PROPOSAL #4C: PROPOSAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE STATUTORY SUPERMAJORITY
VOTING: PLAN FOR THE EXCHANGE OF SHARES.
PROPOSAL #4D: PROPOSAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE STATUTORY SUPERMAJORITY
VOTING: AUTHORIZATION OF DISSOLUTION.
PROPOSAL #05: A SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING FOR DIRECTORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN FINANCIAL GROUP, INC.
TICKER: AFG CUSIP: 025932104
MEETING DATE: 5/15/2008 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: GREGORY G. JOSEPH 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 2008
PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING CERTAIN SHAREHOLDER YES FOR AGAINST
EMPLOYMENT POLICIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN GREETINGS CORPORATION
TICKER: AM CUSIP: 026375105
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEFFREY D. DUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. MERRIMAN, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MORRY WEISS ISSUER YES FOR FOR
PROPOSAL #2A: APPROVAL OF AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF INCORPORATION OF AMERICAN GREETINGS CORPORATION TO:
OPT OUT OF OHIO'S MERGER MORATORIUM STATUTE
PROPOSAL #2B: APPROVAL OF AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF INCORPORATION OF AMERICAN GREETINGS CORPORATION TO:
ELIMINATE CUMULATIVE VOTING
PROPOSAL #2C: APPROVAL OF AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF INCORPORATION OF AMERICAN GREETINGS CORPORATION TO:
MODERNIZE AND CLARIFY THE ARTICLES OF INCORPORATION
PROPOSAL #3A: APPROVAL OF AMENDMENTS TO THE CODE OF ISSUER YES FOR FOR
REGULATIONS TO: MODERNIZE AND CLARIFY THE CODE OF
REGULATIONS.
PROPOSAL #3B: APPROVAL OF AMENDMENTS TO THE CODE OF ISSUER YES FOR FOR
REGULATIONS TO: ADOPT A PROCESS FOR SHAREHOLDERS TO
NOMINATE DIRECTORS AND BRING BUSINESS BEFORE AN ANNUAL
MEETING
PROPOSAL #3C: APPROVAL OF AMENDMENTS TO THE CODE OF ISSUER YES AGAINST AGAINST
REGULATIONS TO: GRANT AUTHORITY TO THE BOARD TO FIX
THE NUMBER OF DIRECTORS
PROPOSAL #3D: APPROVAL OF AMENDMENTS TO THE CODE OF ISSUER YES FOR FOR
REGULATIONS TO: OPT OUT OF OHIO'S CONTROL SHARE
ACQUISITION ACT
PROPOSAL #3E: APPROVAL OF AMENDMENTS TO THE CODE OF ISSUER YES AGAINST AGAINST
REGULATIONS TO: AUTHORIZE FUTURE AMENDMENTS TO THE
CODE OF REGULATIONS BY THE BOARD AS WELL AS BY TWO-
THIRDS SHAREHOLDER WRITTEN CONSENT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN INTERNATIONAL GROUP, INC.
TICKER: AIG CUSIP: 026874107
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: STEPHEN F. ISSUER YES FOR FOR
BOLLENBACH
PROPOSAL #1B: ELECTION OF DIRECTOR: MARTIN S. FELDSTEIN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: ELLEN V. FUTTER ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: RICHARD C. ISSUER YES FOR FOR
HOLBROOKE
PROPOSAL #1E: ELECTION OF DIRECTOR: FRED H. LANGHAMMER ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: GEORGE L. MILES, ISSUER YES FOR FOR
JR.
PROPOSAL #1G: ELECTION OF DIRECTOR: MORRIS W. OFFIT ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: JAMES F. ORR III ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: VIRGINIA M. ROMETTY ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: MARTIN J. SULLIVAN ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: MICHAEL H. SUTTON ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: EDMUND S.W. TSE ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: ROBERT B. ISSUER YES FOR FOR
WILLUMSTAD
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS AIG'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008.
PROPOSAL #03: SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES ABSTAIN AGAINST
HUMAN RIGHT TO WATER.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES ABSTAIN AGAINST
REPORTING OF POLITICAL CONTRIBUTIONS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERIPRISE FINANCIAL, INC.
TICKER: AMP CUSIP: 03076C106
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR - W. WALKER LEWIS ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR - SIRI S. MARSHALL ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR - WILLIAM H. TURNER ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERISOURCEBERGEN CORPORATION
TICKER: ABC CUSIP: 03073E105
MEETING DATE: 2/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: CHARLES H. COTROS ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JANE E. HENNEY, ISSUER YES FOR FOR
M.D.
PROPOSAL #1C: ELECTION OF DIRECTOR: R. DAVID YOST ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS AMERISOURCEBERGEN'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMKOR TECHNOLOGY, INC.
TICKER: AMKR CUSIP: 031652100
MEETING DATE: 5/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES J. KIM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROGER A. CAROLIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WINSTON J. CHURCHILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. KIM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CONSTANTINE PAPADAKIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. OSBORNE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. ZUG ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF OUR ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMR CORPORATION
TICKER: AMR CUSIP: 001765106
MEETING DATE: 5/21/2008 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: RAJAT K. GUPTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALBERTO IBARGUEN 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 2008
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 AN SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN
PROPOSAL #06: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
ADVISORY RESOLUTION TO RATIFY EXECUTIVE COMPENSATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMREP CORPORATION
TICKER: AXR CUSIP: 032159105
MEETING DATE: 10/2/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: SAMUEL N. SEIDMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LONNIE A. COOMBS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO AMERICAN PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS OF THE ISSUER YES FOR FOR
COMPANY AND THE GROUP AND THE REPORTSOF THE DIRECTORS
AND AUDITORS FOR THE YE 31 DEC 2007
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 86 US CENTS, ISSUER YES FOR FOR
PAYABLE ON 30 APR 2008 TO THOSE SHAREHOLDERS
REGISTERED AT THE CLOSE OF BUSINESS ON 14 MAR 2008
PROPOSAL #3.: ELECT SIR C. K. CHOW AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY
PROPOSAL #4.: RE-ELECT MR. CHRIS FAY AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY
PROPOSAL #5.: RE-ELECT SIR ROB MARGETTS AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. RENE MEDORI AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. KAREL VAN MIERTT AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #8.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY FOR THE ENSUING YEAR
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #10.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007 AS SPECIFIED
PROPOSAL #11.: APPROVE, TO RESOLVE THAT THE RULES OF ISSUER YES FOR FOR
THE ANGLO AMERICAN SHARESAVE OPTION PLAN & Acirc; THE
SHARESAVE PLAN& eth; ; AND AUTHORIZE THE DIRECTORS TO MAKE
SUCH MODIFICATIONS TO THE SHARESAVE PLAN AS THEY MAY
CONSIDER NECESSARY TO OBTAIN THE RELEVANT TAX
AUTHORITIES OR TO TAKE ACCOUNT OF THE REQUIREMENTS OF
THE FINANCIAL SERVICES AUTHORITY AND BEST PRACTICE AND
TO ADOPT THE SHARESAVE PLAN AS SO MODIFIED AND DO ALL
SUCH ACTS AND THINGS NECESSARY TO OPERATE THE
SHARESAVE PLAN
PROPOSAL #S.12: APPROVE, TO RESOLVE THAT THE RULES OF ISSUER YES FOR FOR
THE ANGLO AMERICAN DISCRETIONARY OPTIONPLAN & Acirc; THE
DISCRETIONARY PLAN& eth; ; AND AUTHORIZE THE DIRECTORS TO
MAKE SUCH MODIFICATIONS TO THE DISCRETIONARY PLAN AS
THEY MAY CONSIDER NECESSARY TO OBTAIN THE RELEVANT TAX
AUTHORITIES OR TO TAKE ACCOUNT OF THE REQUIREMENTS OF
THE FINANCIAL SERVICES AUTHORITY AND BEST PRACTICE
AND TO ADOPT THE DISCRETIONARY PLAN AS SO MODIFIED AND
DO ALL SUCH ACTS AND THINGS NECESSARY TO OPERATE THE
DISCRETIONARY PLAN
PROPOSAL #S.13: APPROVE, TO RESOLVE THAT THE ISSUER YES FOR FOR
SUBSCRIPTION FOR NEW SHARES AND THE ACQUISITION OF
TREASURY SHARES PURSUANT TO THE TRUST DEED AND RULES
OF THE ANGLO AMERICAN SHARE INCENTIVE PLAN & Acirc; THE SIP& eth;
PROPOSAL #S.14: APPROVE TO RENEW THE AUTHORITY TO ISSUER YES FOR FOR
ALLOT RELEVANT SECURITIES CONFERRED ON THE DIRECTORS
BY ARTICLE 9.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, UP TO AN AGGREGATE NOMINAL AMOUNT OF USD
72.5 MILLION & Acirc; 131.95 MILLION ORDINARY SHARES& eth; ;
& Acirc; AUTHORITY EXPIRES AT THE AGM OF THE COMPANY IN 2009& eth;
PROPOSAL #S.15: APPROVE TO RENEW THE POWER, SUBJECT TO ISSUER YES FOR FOR
THE PASSING OF ORDINARY RESOLUTION 14,TO ALLOT EQUITY
SECURITIES WHOLLY FOR CASH CONFERRED ON THE DIRECTORS
BY ARTICLE 9.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, UP TO AN AGGREGATE NOMINAL AMOUNT OF USD
36 MILLION & Acirc; 65.5 MILLION ORDINARY SHARES& eth; ; & Acirc; AUTHORITY
EXPIRES AT THE AGM OF THE COMPANY IN 2009& eth;
PROPOSAL #S.16: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES & Acirc; SECTION 163(3) OF THE COMPANIES ACT
1985& eth; OF 198 MILLION ORDINARY SHARES OF 54 86/91 US
CENTS EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 54 86/91 US CENTS IN THE EACH CAPITAL OF THE
COMPANY AUTHOIRSED TO BE ACQUIRED IS 198 MILLION AND
THE MAXIMUM PIRCE WHICH MAY BE PAID FOR AN ORDINARY
SHARES OF 54 86/91 US CENTS; UP TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS, ON WHICH SUCH ORDINARY
SHARE IS CONTRACTED TO BE PURCHASED AND THE AMOUNT
STIPULATED BY ARTICLE 5(1) OF THE BUY BACK AND
STABILIZATION REGULATIONS 2003; & Acirc; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2009& eth; ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.17: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR FOR
SPECIFIED WITH EFFECT FROM THE END OF THIS MEETING;
AND ADOPT, WITH EFFECT FROM 0.01 A.M. ON 01 OCT 2008,
OR ANY LATER DATE ON WHICH SECTION 175 OF THE
COMPANIES ACT 2006 COMES INTO EFFECT, THE NEW ARTICLES
A OF THE COMPANY, PURSUANT THIS RESOLUTION BE
AMENDED; I) FOR THE PURPOSES OF SECTION 175 OF THE
COMPANIES ACT 2006 SO THAT THE DIRECTORS BE GIVEN
POWER IN THE ARTICLES OF ASSOCIATION OF THE COMPANY TO
AUTHORIZE CERTAIN CONFLICTS OF INTEREST DESCRIBED IN
THAT SECTION; AND II) BY THE DELETION OF ARTICLES 94,
95 AND 96 IN THEIR ENTIRELY AND BY THE INSERTION IN
THEIR PLACE OF NEW ARTICLES 94, 94A, 95, 95A AND 96
SUCH AMENDMENTS AS SPECIFIED AND ALL NECESSARY AND
CONSEQUENTIAL NUMBERING AMENDMENTS BE MADE TO THE
ARTICLES OF ASSOCIATION OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO PLATINUM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YE 31 DEC 2007, TOGETHER WITH THE
REPORT OF THE AUDITORS
PROPOSAL #2.1: RE-ELECT MS. C.B. CARROLL AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES IN TERMS OF ARTICLES OF
ASSOCIATION
PROPOSAL #2.2: RE-ELECT MR. R.J. KING AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY, WHO RETIRES IN TERMS OF ARTICLES OF
ASSOCIATION
PROPOSAL #2.3: RE-ELECT MR. R. MEDORI AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY, WHO RETIRES IN TERMS OF ARTICLES OF
ASSOCIATION
PROPOSAL #2.4: RE-ELECT MR. M.V. MOOSA AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #2.5: RE-ELECT MR. A .E. REDMAN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #2.6: RE-ELECT MS. S.E.N. SEBOTSA AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #2.7: RE-ELECT MR. D.G. WANBLAD AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES BY ROTATION
PROPOSAL #3.: APPOINT DELOITTE AND TOUCHE AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY AND GRAEME BERRY AS THE
DESIGNATED AUDITOR TO HOLD OFFICE FOR THE ENSUING YEAR
PROPOSAL #4.S.1: AUTHORIZE THE COMPANY AND/OR ANY OF ISSUER YES FOR FOR
ITS SUBSIDIARIES, IN TERMS OF SECTIONS 85AND 89 OF THE
COMPANIES ACT 1973 AS AMENDED & Acirc; THE COMPANIES ACT& eth; AND
IN TERMS OF THE LISTING REQUIREMENTS OF THE JSE
LIMITED & Acirc; THE LISTING REQUIREMENTS& eth; ; AND/OR CONCLUDE
DERIVATIVE TRANSACTIONS WHICH MAY RESULT IN THE
PURCHASE OF ORDINARY SHARES IN TERMS OF THE LISTINGS
REQUIREMENTS, IT BEING RECORDED THAT SUCH LISTINGS
REQUIREMENTS CURRENTLY REQUIRE, INTER ALIA, TO ACQUIRE
ORDINARY SHARES OF 10 CENTS EACH ISSUED BY THE
COMPANY, MAY MAKE A GENERAL REPURCHASE OF SECURITIES
ONLY IF ANY SUCH REPURCHASES OF ORDINARY SHARES SHALL
BE IMPLEMENTED ON THE MAIN BOARD OF THE JSE LIMITED
& Acirc; JSE& eth; OR ANY OTHER STOCK EXCHANGE ON WHICH THE
COMPANY'S SHARES ARE LISTED AND ON WHICH THE COMPANY
OR ANY OF ITS SUBSIDIARIES MAY WISH TO IMPLEMENT ANY
REPURCHASES OF ORDINARY SHARES WITH THE APPROVAL OF
THE JSE AND ANY OTHER SUCH STOCK EXCHANGE, AS
NECESSARY 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; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OR 15 MONTHS& eth; ; 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; AN ANNOUNCEMENT
MUST BE PUBLISHED AS SOON AS POSSIBLE AND NOT LATER
THAN 08.30 ON THE BUSINESS DAY, WHEN THE COMPANY
AND/OR ANY OF ITS SUBSIDIARIES HAS ACQUIRED, ON A
CUMULATIVE BASIS, 3% OF THE NUMBER OF ORDINARY SHARES
IN ISSUE ON THE DATE OF PASSING OF THIS SPECIAL
RESOLUTION & Acirc; INCLUDING THE DELTA EQUIVALENT OF ANY SUCH
ORDINARY SHARES UNDERLYING DERIVATIVE TRANSACTIONS
WHICH MAY RESULT IN THE REPURCHASE BY THE COMPANY OR
ORDINARY SHARES& eth; AND FOR EACH 3% IN AGGREGATE OF THE
INITIAL NUMBER OF THAT CLASS ACQUIRED THEREAFTER
PROPOSAL #5O5.1: APPROVE, SUBJECT TO THE PROVISIONS OF ISSUER YES FOR FOR
THE COMPANIES ACT, 1973, AS AMENDED, AND THE LISTINGS
REQUIREMENTS OF THE JSE LIMITED, TO PLACE THE
AUTHORIZED BUT UNISSUED ORDINARY SHARES OF 10 CENTS
EACH IN THE SHARE CAPITAL OF THE COMPANY & Acirc; 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& eth; UNDER THE CONTROL OF THE DIRECTORS AND
AUTHORIZE THE DIRECTORS, TO ALLOT AND ISSUE SHARES IN
THEIR DISCRETION TO SUCH PERSONS ON SUCH TERMS AND
CONDITIONS AND AT SUCH TIMES AS THE DIRECTORS MAY
DETERMINE; & Acirc; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY& eth;
PROPOSAL #5O5.2: APPROVE: TO FIX THE ANNUAL FEES ISSUER YES FOR FOR
PAYABLE TO NON-EXECUTIVE DIRECTORS OF THE COMPANY AT
THE RATE OF ZAR 135000; TO INCREASE ANNUAL FEE PAYABLE
TO THE DEPUTY CHAIRMAN OF THE BOARD FROM THE RATE OF
ZAR 215,000 PER ANNUM TO ZAR 230,000 PER ANNUM; TO
INCREASE THE ANNUAL FOR PAYABLE TO THE CHAIRMAN OF THE
BOARD FROM THE RATE OF ZAR 750,000 PER ANNUM TO THE
RATE OF ZAR 800,000 PER ANNUM: THE ANNUAL FEES PAYABLE
TO NON-EXECUTIVE DIRECTORS FOR SERVING ON THE
COMMITTEES OF THE BOARD BE AS FOLLOWS: AUDIT
COMMITTEE: MEMBER'S FEE TO INCREASE FROM ZAR 70,000
PER ANNUM TO ZAR 75,000 PER ANNUM AND CHAIRMAN'S FEE
TO INCREASE FROM ZAR 105,000 PER ANNUM TO ZAR 110,000
PER ANNUM; CORPORATE GOVERNANCE COMMITTEE: MEMBER'S
FEE TO INCREASE FROM ZAR 50,000 PER ANNUM TO ZAR
55,000 PER ANNUM AND CHAIRMAN'S FEE TO INCREASE FROM
ZAR 85,000 PER ANNUM TO ZAR 90,000 PER ANNUM;
NOMINATION COMMITTEE: MEMBER'S FEE TO INCREASE FROM
ZAR 50,000 PER ANNUM TO ZAR 55,000 PER ANNUM AND
CHAIRMAN'S FEE TO INCREASE FROM ZAR 85,000 PER ANNUM
TO ZAR 90,000 PER ANNUM; REMUNERATION COMMITTEE:
MEMBER'S FEE TO INCREASE FROM ZAR 55,000 PER ANNUM TO
ZAR 60,000 PER ANNUM AND CHAIRMAN'S FEE TO INCREASE
FROM ZAR 95,000 PER ANNUM TO ZAR 100,000 PER ANNUM;
AND SAFETY AND SUSTAINABLE DEVELOPMENT COMMITTEE:
MEMBER'S FEE TO INCREASE FROM ZAR 50,000 PER ANNUM TO
ZAR 55,000 PER ANNUM AND CHAIRMAN'S FEE TO INCREASE
FROM ZAR 85,000 PER ANNUM TO ZAR 90,000 PER ANNUM;
TRANSFORMATION COMMITTEE: MEMBER'S FEE TO BE SET AT
ZAR 55,000 PER ANNUM; CHAIRMAN'S FEE AT ZAR 90,000 PER
ANNUM
PROPOSAL #5O5.3: AUTHORIZE ANY 1 DIRECTOR OR ALTERNATE ISSUER YES FOR FOR
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 ABOVE
MENTIONED SPECIAL AND ORDINARY RESOLUTIONS TO BE
PROPOSED AT THE AGM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO PLATINUM LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE, SUBJECT TO THE FULFILLMENT OF ISSUER YES FOR FOR
THE CONDITIONS STIPULATED IN THE CIRCULAR ACCOMPANYING
THIS NOTICE CONVENING THE COMBINED GENERAL MEETING AT
WHICH THIS RESOLUTION WILL BE PROPOSED AND CONSIDERED
& Acirc; NOTICE& eth; AUTHORIZED SHARE CAPITAL OF THE COMPANY BE
AND IS HEREBY INCREASED FROM ZAR 41,352,207 DIVIDED
INTO 413,376,965 ORDINARY SHARES OF ZAR 0.10 EACH,
1,451,002 CONVERTIBLE, PERPETUAL, CUMULATIVE
PREFERENCE SHARES OF ZAR 0.01 EACH TO ZAR 41,503,485
DIVIDED INTO 413,376,965 ORDINARY SHARES OF ZAR 0.10
EACH, 1,451,002 CONVERTIBLE, PERPETUAL, CUMULATIVE
PREFERENCE SHARES OF ZAR 0.01 EACH AND 1,512,780 NEW A
ORDINARY SHARES OF ZAR 0.10 EACH BY THE CREATION OF
1,512,780 NEW A ORDINARY SHARES OF ZAR 0.10 EACH
HAVING THE SPECIAL RIGHTS AND PRIVILEGES SET OUT IN
THE ARTICLE 146 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY TO BE INSERTED IN TERMS OF SPECIAL RESOLUTION
NUMBER 2 AS SPECIFIED
PROPOSAL #S.2: AMEND THE ARTICLES 146 AND 146, 146.1, ISSUER YES FOR FOR
146.2, 146.2.1, 146.2.2, 146.2.2.1, 146.2.2.2,
146.2.2.3, 146.2.3, 146.2.3.1, 146.2.3.2, 146.2.3.3,
146.2.3.4, 146.2.3.5, 146.2.3.6, 146.2.4, 146.2.5 OF
THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #S.3: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR FOR
FULFILLMENT OF THE CONDITIONS PRECEDENTSTIPULATED IN
THE CIRCULAR ACCOMPANYING THIS NOTICE CONVENING THE
COMBINED GENERAL MEETING AT WHICH THIS RESOLUTION WILL
BE PROPOSED AND CONSIDERED, THAT THE COMPANY BY WAY
OF A SPECIFIC AUTHORITY IN ACCORDANCE WITH SECTION 85
OF THE COMPANIES ACT 1973, AS AMENDED AND ANY
SUBSIDIARY OF THE COMPANY FROM TIME TO LIME IN TERMS
OF SECTION 89 OF THE COMPANIES ACT, 1973, AS AMENDED,
AND IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE
LIMITED, TO ACQUIRE A ORDINARY SHARES IN THE ISSUED
SHARE CAPITAL OF THE COMPANY MAY BE ENTITLED TO
ACQUIRE THE ARTICLE 146 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY REFERRED TO IN SPECIAL RESOLUTION
NUMBER 2 AS AND WHEN THE COMPANY EXERCISES ITS RIGHTS
IN TERMS OF THE ARTICLE 146, FOR A CONSIDERATION OF
ZAR 0.10 PER A ORDINARY SHARE
PROPOSAL #O.1: ADOPT, SUBJECT TO THE FULFILLMENT OF ISSUER YES FOR FOR
THE CONDITIONS PRECEDENT STIPULATED IN THE CIRCULAR
ACCOMPANYING THIS NOTICE CONVENING THE COMBINED
GENERAL MEETING AT WHICH THIS RESOLUTION WILL BE
PROPOSED AND CONSIDERED, THE EMPLOYEE SHARE
PARTICIPATION SCHEME CONTEMPLATED IN THE TRUST DEED
TABLED AT THE COMBINED GENERAL MEETING AT WHICH THIS
RESOLUTION WILL BE PROPOSED AND CONSIDERED AND
INITIALED BY THE CHAIRMAN OF THE COMBINED GENERAL
MEETING FOR THE PURPOSES OF IDENTIFICATION,
PROPOSAL #O.2: APPROVE, SUBJECT TO THE FULFILLMENT OF ISSUER YES FOR FOR
THE CONDITION PRECEDENT STIPULATED IN THE NOTICE
CONVENING THE COMBINED GENERAL MEETING AT WHICH THIS
RESOLUTION WILL BE PROPOSED AND CONSIDERED, 1,008,519
ORDINARY SHARES OF ZAR 0.10 EACH AND 1,512,780 A
ORDINARY SHARES OF ZAR 0.10 EACH IN THE AUTHORIZED BUT
UNISSUED SHARE CAPITAL OF THE COMPANY BE AND ARE
PLACED UNDER THE CONTROL OF THE DIRECTORS OF THE
COMPANY AS A SPECIFIC AUTHORITY IN TERMS OF SECTION
221 OF THE COMPANIES ACT, 1973, AS AMENDED AND SUBJECT
TO THE LISTING REQUIREMENTS OF THE JSE LIMITED & Acirc; JSE& eth; ;
TO ALLOT AND ISSUE FOR CASH 504,260 A1 ORDINARY
SHARES OF ZAR 0.L0 EACH AT A SUBSCRIPTION PRICE BEING
33.42% OF THE 30-DAY VOLUME WEIGHTED AVERAGE TRADED
PRICE OF AN ORDINARY SHARE ON THE JSE, CALCULATED AS
AT THE BUSINESS DAY IMMEDIATELY PRIOR TO THE
SUBSCRIPTION DATE & Acirc; AS DEFINED IN THE CIRCULAR TO
SHAREHOLDERS TO WHICH THE NOTICE CONVENING THE
COMBINED GENERAL MEETING IS ATTACHED & Acirc; CIRCULAR& eth; & eth; TO
THE TRUST & Acirc; AS DEFINED IN THE CIRCULAR& eth; , PURSUANT TO
THE TERMS AND CONDITIONS OF THE TRUST SUBSCRIPTION
AGREEMENT & Acirc; AS DEFINED IN THE CIRCULAR& eth; ; TO ALLOT AND
ISSUE FOR CASH 504,260 A2 ORDINARY SHARES OF ZAR 0.10
EACH AT SUBSCRIPTION PRICE BEING 32.35% OF THE 30-DAY
VOLUME WEIGHTED AVERAGE TRADED PRICE OF AN ORDINARY
SHARE ON THE JSE, CALCULATED AS AT THE BUSINESS DAY
IMMEDIATELY PRIOR TO THE SUBSCRIPTION DATE & Acirc; AS DEFINED
IN THE CIRCULAR TO SHAREHOLDERS TO WHICH THE NOTICE
CONVENING THE COMBINED GENERAL MEETING IS ATTACHED
& Acirc; CIRCULAR& eth; & eth; TO THE TRUST & Acirc; AS DEFINED IN THE CIRCULAR& eth; ,
PURSUANT TO THE TERMS AND CONDITIONS OF THE TRUST
SUBSCRIPTION AGREEMENT & Acirc; AS DEFINED IN THE CIRCULAR& eth;
PROPOSAL #O.3: AUTHORIZE THE COMPANY SECRETARY AND ISSUER YES FOR FOR
FAILING THE COMPANY SECRETARY ON BEHALF OF THE
COMPANY, ANY ONE OF THE DIRECTOR OF THE COMPANY, TO DO
OR CAUSE ALL SUCH THINGS TO BE DONE, TO SIGN ALL SUCH
DOCUMENTATION AS MAY BE NECESSARY TO GIVE EFFECT TO
AND IMPLEMENT ALL OF THE RESOLUTIONS TO BE CONSIDERED
AT THE COMBINED GENERAL MEETING AT WHICH THIS
RESOLUTION WILL BE PROPOSED AND CONSIDERED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLOGOLD ASHANTI LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT THE CONSOLIDATED AUDITED ANNUAL FINANCIAL
STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES,
TOGETHER WITH THE AUDITORS AND DIRECTORS REPORTS FOR
THE YEAR ENDED 31 DEC 2007, BE RECEIVED AND ADOPTED
PROPOSAL #2.O.2: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES AGAINST AGAINST
THAT DR TJ MOTLATSI, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION AND WHO IS ELIGIBLE AND
AVAILABLE FOR RE-ELECTION, IS HEREBY RE-ELECTED AS A
DIRECTOR OF THE COMPANY
PROPOSAL #3.O.3: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT MR WA NAIRN, WHO RETIRES IN TERMS OF THE ARTICLES
OF ASSOCIATION AND WHO IS ELIGIBLE AND AVAILABLE FOR
RE-ELECTION, IS HEREBY RE-ELECTED AS A DIRECTOR OF THE
COMPANY
PROPOSAL #4.O.4: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT MR SM PITYANA, WHO RETIRES IN TERMS OF THE
ARTICLES OF ASSOCIATION AND WHO IS ELIGIBLE AND
AVAILABLE FOR RE-ELECTION, IS HEREBY RE-ELECTED AS A
DIRECTOR OF THE COMPANY
PROPOSAL #5.O.5: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT MR M CUTIFANI, WHO RETIRES IN TERMS OF ARTICLE 92
OF THE ARTICLES OF ASSOCIATION AND WHO IS ELIGIBLE
AND AVAILABLE FOR ELECTION, IS HEREBY ELECTED AS A
DIRECTOR OF THE COMPANY
PROPOSAL #6.O.6: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT, SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT
61 OF 1973, AS AMENDED AND THE JSE LIMITED LISTINGS
REQUIREMENTS FROM TIME TO TIME, THE DIRECTORS OF THE
COMPANY ARE HEREBY, AS A GENERAL AUTHORITY AND
APPROVAL, AUTHORISED TO ALLOT AND ISSUE, FOR SUCH
PURPOSES AND ON SUCH TERMS AS THEY MAY, IN THEIR
DISCRETION, DETERMINE, ORDINARY SHARES OF 25 CENTS
EACH & Acirc; SHARES& eth; IN THE AUTHORISED BUT UNISSUED SHARE
CAPITAL OF THE COMPANY UP TO A MAXIMUM OF 5% OF THE
NUMBER OF SHARES IN ISSUE FROM TIME TO TIME
PROPOSAL #7.O.7: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT, THE DIRECTORS OF THE COMPANY ARE HEREBY
AUTHORISED, IN ACCORDANCE WITH THE JSE LIMITED
LISTINGS REQUIREMENTS TO ALLOT AND ISSUE FOR CASH, ON
SUCH TERMS AND CONDITIONS AS THEY MAY DEEM FIT, ALL OR
ANY OF THE ORDINARY SHARES OF 25 CENTS EACH & Acirc; SHARES& eth;
IN THE AUTHORISED BUT UNISSUED SHARE CAPITAL OF THE
COMPANY WHICH THEY SHALL HAVE BEEN AUTHORISED TO ALLOT
AND ISSUE IN TERMS OF ORDINARY RESOLUTION NO.6,
SUBJECT TO THE FOLLOWING CONDITIONS: A& eth; THIS AUTHORITY
SHALL ONLY BE VALID UNTIL THE NEXT AGM OF THE COMPANY
BUT SHALL NOT EXTEND BEYOND 15 MONTHS; B& eth; A PAID
PRESS ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE
IMPACT ON NET ASSET VALUE AND EARNINGS PER SHARE OF
THE COMPANY, SHALL BE PUBLISHED AFTER ANY ISSUE
REPRESENTING, ON A CUMULATIVE BASIS WITHIN ONE
FINANCIAL YEAR, 5% OF THE NUMBER OF SHARES IN ISSUE
PRIOR TO THE ISSUE CONCERNED; C& eth; IN DETERMINING THE
PRICE AT WHICH AN ISSUE OF SHARES FOR CASH WILL BE
MADE IN TERMS OF THIS AUTHORITY, THE MAXIMUM DISCOUNT
PERMITTED SHALL BE 10% OF THE WEIGHTED AVERAGE TRADED
PRICE OF THE SHARES ON THE JSE LIMITED & Acirc; ADJUSTED FOR
ANY DIVIDEND DECLARED BUT NOT YET PAID OR FOR ANY
CAPITALISATION AWARD MADE TO SHAREHOLDERS& eth; , OVER THE
30 BUSINESS DAYS PRIOR TO THE DATE THAT THE PRICE OF
THE ISSUE IS DETERMINED OR AGREED BY THE DIRECTORS OF
THE COMPANY; AND D& eth; ANY ISSUES OF SHARES UNDER THIS
AUTHORITY SHALL BE MADE ONLY TO A PUBLIC SHAREHOLDER
AS DEFINED IN THE JSE LIMITED LISTINGS REQUIREMENTS
PROPOSAL #8.O.8: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT THE DIRECTORS OF THE COMPANY ARE HEREBY, AS A
SPECIFIC AUTHORITY AND APPROVAL, AUTHORISED TO ALLOT
AND ISSUE UP TO 3,100,000 ORDINARY SHARES OF 25 CENTS
EACH IN THE AUTHORISED BUT UNISSUED SHARE CAPITAL OF
THE COMPANY FOR THE PURPOSES OF DISCHARGING THE
OBLIGATIONS OF THE COMPANY AND ITS WHOLLY-OWNED
SUBSIDIARY, ANGLOGOLD ASHANTI USA INCORPORATED & Acirc; AGA
USA& eth; TO ISSUE ANGLOGOLD ASHANTI AMERICAN DEPOSITORY
SHARES IN TERMS OF THE MERGER AGREEMENT DATED 11 JAN
2008 AMONGST THE COMPANY, AGA USA, GCGC LLC, A WHOLLY-
OWNED SUBSIDIARY OF AGA USA AND GOLDEN CYCLE GOLD
CORPORATION
PROPOSAL #9.O.9: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES FOR FOR
THAT, SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT
61 OF 1973, AS AMENDED AND THE JSE LIMITED LISTINGS
REQUIREMENTS FROM TIME TO TIME, THE DIRECTORS OF THE
COMPANY ARE HEREBY, AS A GENERAL AUTHORITY AND
APPROVAL, AUTHORISED TO ALLOT AND ISSUE, UPON SUCH
TERMS AND CONDITIONS AS THE DIRECTORS IN THEIR
DISCRETION MAY DETERMINE, CONVERTIBLE BONDS WHICH MAY
BE CONVERTED INTO A MAXIMUM OF 15,384,615 ORDINARY
SHARES OF 25 CENTS EACH IN THE ISSUED SHARE CAPITAL OF
THE COMPANY
PROPOSAL #10O10: RESOLVED AS AN ORDINARY RESOLUTION ISSUER YES AGAINST AGAINST
THAT, SUBJECT TO THE TERMS OF THE JSE LIMITED LISTINGS
REQUIREMENTS FROM TIME TO TIME, THE ANGLOGOLD ASHANTI
BONUS SHARE PLAN 2005, BE AMENDED, WITH EFFECT FROM
01 JANUARY 2008, AS FOLLOWS: 1& eth; THE TERMS AS APPROVED
BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS HELD ON 29 APR 2005 BE AMENDED BY THE
RAISING OF LEVELS OF THE MAXIMUM PERFORMANCE BONUS
PAYABLE AND THE MAXIMUM LEVELS OF BONUS SHARE AWARDS
FROM THE CURRENT TOTAL OPPORTUNITY & Acirc; INCLUDING BONUS
SHARES AWARDED& eth; FROM: CEO: 120%, PRESIDENT: 110%;
EXECUTIVE DIRECTORS: 100%; EXECUTIVE MANAGEMENT: 80%;
OTHER MANAGEMENT: 30-60%; TO CEO: 160%; EXECUTIVE
DIRECTORS: 140%; EXECUTIVE MANAGEMENT: 120%; OTHER
MANAGEMENT: 70-100%; 2& eth; THE RULES ARE AMENDED BY THE:
2.1& eth; INSERTION OF THE WORDS FOR ALL BONUS SHARE
AWARDS GRANTED TO AND INCLUDING 31 DEC 2007 AT THE
END OF THE PARAGRAPH DETAILING VESTING DATE ; 2.2& eth;
INSERTION OF A NEW PARAGRAPH UNDER VESTING DATE TO
READ; 2.2.1& eth; FORTY PERCENT & Acirc; 40%& eth; OF BONUS SHARE AWARDS
GRANTED FROM 01 JAN 2008 WILL VEST ON THE FIRST
ANNIVERSARY OF THE DATE OF GRANT OR SUCH OTHER LATER
OR EARLIER DATE AS IS DETERMINED BY THE GRANTOR AT THE
DATE OF GRANT; AND 2.2.2& eth; SIXTY PERCENT & Acirc; 60%& eth; OF
BONUS SHARE AWARDS GRANTED FROM 01 JAN 2008 WILL VEST
ON THE SECOND ANNIVERSARY OF THE DATE OF GRANT OR SUCH
OTHER LATER OR EARLIER DATE AS IS DETERMINED BY THE
GRANTOR AT THE DATE OF GRANT, OR 2.2.3& eth; IN THE EVENT
THAT THE ELIGIBLE EMPLOYEE TO WHOM THE BONUS SHARE
AWARD WAS MADE HAS NOT EXERCISED HIS RIGHT IN TERMS OF
(2.1) AND (2.2) ABOVE, AND IN THE EVENT THAT HE ONLY
EXERCISES HIS RIGHTS ON THE THIRD ANNIVERSARY OF THE
DATE OF GRANT, THEN THE GRANTOR WILL AWARD TO THE
ELIGIBLE EMPLOYEE, AN ADDITIONAL TWENTY PERCENT (20%)
OF BONUS SHARE AWARDS AT SUCH DATE
PROPOSAL #11.S1: RESOLVED AS A SPECIAL RESOLUTION ISSUER YES FOR FOR
THAT, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE
AND ARE AMENDED AS FOLLOWS: 1& eth; BY THE DELETION IN
ARTICLE 86 OF THE WORDS THEN THE NUMBER NEAREST TO
BUT NOT LESS THAN ONE-THIRD SHALL RETIRE FROM OFFICE
IN THE FIRST SENTENCE AND THE SUBSTITUTION THEREFORE
OF THE WORDS THEN THE NUMBER WHO SHALL RETIRE FROM
OFFICE SHALL BE ROUNDED DOWN TO THE NEAREST WHOLE
NUMBER WHICH IS A MULTIPLE OF THREE ; 2& eth; BY THE
INSERTION IN ARTICLE 86 OF THE WORDS, UNLESS
OTHERWISE DETERMINED BY THE BOARD, AFTER THE WORDS
EVERY AGM AND BEFORE THE WORDS SHALL BE THOSE WHO
HAVE BEEN LONGEST IN OFFICE , IN THE FOURTH LINE; AND
3& eth; BY THE DELETION IN ARTICLE 102 OF THE WORDS A
CONTRACT FOR A TERM OF YEARS WHERE THEY APPEAR IN
PARENTHESIS IN THE THIRD AND FOURTH LINES AND THE
SUBSTITUTION THEREFORE OF THE WORDS A WRITTEN
CONTRACT OF EMPLOYMENT
PROPOSAL #12.S2: RESOLVED AS A SPECIAL RESOLUTION THAT ISSUER YES FOR FOR
THE ACQUISITION IN TERMS OF SECTION 85 OF THE
COMPANIES ACT 61 OF 1973, AS AMENDED, (THE COMPANIES
ACT) AND THE JSE LIMITED LISTINGS REQUIREMENTS, BY THE
COMPANY OF ORDINARY SHARES ISSUED BY THE COMPANY, AND
THE ACQUISITION IN TERMS OF SECTION 89 OF THE
COMPANIES ACT AND THE JSE LIMITED LISTINGS
REQUIREMENTS BY ANY OF THE COMPANY'S SUBSIDIARIES,
FROM TIME TO TIME, OF ORDINARY SHARES ISSUED BY THE
COMPANY, IS HEREBY APPROVED AS A GENERAL APPROVAL,
PROVIDED THAT: ANY SUCH ACQUISITION OF SHARES SHALL BE
IMPLEMENTED THROUGH THE ORDER BOOK OPERATED BY THE
JSE LIMITED TRADING SYSTEM AND DONE WITHOUT ANY PRIOR
UNDERSTANDING OR ARRANGEMENT BETWEEN THE COMPANY AND
THE COUNTER PARTY; AND/OR ON THE OPEN MARKET OF ANY
OTHER STOCK EXCHANGE ON WHICH THE SHARES ARE LISTED OR
MAY BE LISTED AND ON WHICH THE COMPANY MAY, SUBJECT
TO THE APPROVAL OF THE JSE LIMITED AND ANY OTHER STOCK
EXCHANGE AS NECESSARY, WISH TO EFFECT SUCH
ACQUISITION OF SHARES; THIS APPROVAL SHALL BE VALID
ONLY UNTIL THE NEXT AGM OF THE COMPANY, OR FOR 15
MONTHS FROM THE DATE OF THIS RESOLUTION, WHICHEVER
PERIOD IS SHORTER; AN ANNOUNCEMENT CONTAINING DETAILS
OF SUCH ACQUISITIONS WILL BE PUBLISHED AS SOON AS THE
COMPANY, OR THE SUBSIDIARIES COLLECTIVELY, SHALL HAVE
ACQUIRED ORDINARY SHARES ISSUED BY THE COMPANY
CONSTITUTING, ON A CUMULATIVE BASIS, NOT LESS THAN 3%
OF THE NUMBER OF ORDINARY SHARES IN THE COMPANY IN
ISSUE AS AT THE DATE OF THIS APPROVAL; AND AN
ANNOUNCEMENT CONTAINING DETAILS OF SUCH ACQUISITIONS
WILL BE PUBLISHED IN RESPECT OF EACH SUBSEQUENT
ACQUISITION BY EITHER THE COMPANY, OR BY THE
SUBSIDIARIES COLLECTIVELY, AS THE CASE MAY BE, OF
ORDINARY SHARES ISSUED BY THE COMPANY, CONSTITUTING,
ON A CUMULATIVE BASIS, NOT LESS THAN 3% OF THE NUMBER
OF ORDINARY SHARES IN THE COMPANY IN ISSUE AS AT THE
DATE OF THIS APPROVAL; THE COMPANY, AND ITS
SUBSIDIARIES COLLECTIVELY, SHALL NOT IN ANY FY BE
ENTITLED TO ACQUIRE ORDINARY SHARES ISSUED BY THE
COMPANY CONSTITUTING, ON A CUMULATIVE BASIS, MORE THAN
20% OF THE NUMBER OF ORDINARY SHARES IN THE COMPANY
IN ISSUE AS AT THE DATE OF THIS APPROVAL; SHARES
ISSUED BY THE COMPANY MAY NOT BE ACQUIRED AT A PRICE
GREATER THAN 10% ABOVE THE WEIGHTED AVERAGE MARKET
PRICE OF THE COMPANY'S SHARES FOR THE FIVE BUSINESS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLOGOLD ASHANTI LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO APPROVE THE GENERAL AUTHORITY TO ISSUER YES FOR FOR
ALLOT AND ISSUE SHARES BY WAY OF A RENOUNCEABLE RIGHTS
OFFER.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANNALY CAPITAL MANAGEMENT, INC.
TICKER: NLY CUSIP: 035710409
MEETING DATE: 4/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: FOR THE PROPOSAL TO AMEND OUR CHARTER TO ISSUER YES AGAINST AGAINST
INCREASE THE NUMBER OF AUTHORIZED SHARES TO
1,000,000,000 SHARES.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANNALY CAPITAL MANAGEMENT, INC.
TICKER: NLY CUSIP: 035710409
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL A.J. FARRELL* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JONATHAN D. GREEN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. LAMBIASE* ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE AND TOUCHE LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2008
FISCAL YEAR.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE REPORTS OF THE ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND THE FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MR. J-P. LUKSIC AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #5.: RE-ELECT MR. G.A.LUKSIC AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #6.: RE-ELECT MR. J.G.CLARO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. J.W.AMBRUS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT MR. C.H. BAILEY, AGED 74, AS A ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #9.: RE-ELECT MR. G.S.MENENDEZ AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE
CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
PROPOSAL #S.11: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR FOR
AUTHORITIES CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO MAKE ONE OR MORE MARKET PURCHASES
& Acirc; SECTION 163(3) OF THE COMPANIES ACT 1985& eth; OF UP TO
98,585,669 & Acirc; REPRESENTING 10% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY& eth; ORDINARY SHARES OF 5P
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 5P 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; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD
IN 2009 OR 30 JUN 2009& eth; ; 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: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES AGAINST AGAINST
UPON THE PASSING OF (I) THE EXTRAORDINARYRESOLUTION
SET OUT IN NOTICE DATED 10 MAR 2008 CONVENING A
SEPARATE MEETING OF THE HOLDERS OF THE ORDINARY SHARES
OF 5P EACH IN THE CAPITAL OF THE COMPANY AND (II) THE
EXTRAORDINARY RESOLUTION SET OUT IN NOTICE DATED 10
MAR 2008 CONVENING A SEPARATE MEETING OF THE HOLDERS
OF THE 5 PERCENT CUMULATIVE PREFERENCE SHARES OF GBP 1
EACH IN THE CAPITAL OF THE COMPANY, THE NEW ARTICLES
OF ASSOCIATION PRODUCED TO THE MEETING AND INTIALLED
BY THE CHAIRMAN FOR THE PURPOSE OF THE IDENTIFICATION
BE ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE
COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION OF,
THE EXISTING ARTICLES OF ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE TO SANCTION AND CONSENT TO THE ISSUER YES AGAINST AGAINST
PASSING AND IMPLEMENTATION OF RESOLUTION 12 SPECIFIED
IN THE NOTICE DATED 10 MAR 2008 CONVENING THE AGM OF
THE COMPANY FOR 11 JUN 2008, AND SANCTION AND CONSENT
TO ANY VARIATION OR ABROGATION OF THE RIGHTS ATTACHING
TO THE ORDINARY SHARES WHICH IS OR MAY BE EFFECTED BY
OR INVOLVED IN THE PASSING OR IMPLEMENTING OF THE
SAID RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELOR MITTAL N.V., ROTTERDAM
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO MERGE MITTAL STEEL INTO ISSUER NO N/A N/A
ARCELOR MITTAL AS SPECIFIED
PROPOSAL #3.: ALLOW QUESTIONS ISSUER NO N/A N/A
PROPOSAL #4.: CLOSING OF THE MEETING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELORMITTAL SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/5/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MERGER BY ABSORPTION OF ISSUER NO N/A N/A
ARCELORMITTAL
PROPOSAL #2.: GRANT DISCHARGE TO THE BOARD AND THE ISSUER NO N/A N/A
AUDITORS TO FIX PLACE FOR KEEPING OF BOOKS AND RECORDS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELORMITTAL SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE STATEMENT BY THE
INDEPENDENT COMPANY AUDITOR, AND THE ANNUAL ACCOUNTS
FOR THE 2007 FY IN THEIR ENTIRETY, WITH A RESULTING
PROFIT FOR ARCELORMITTAL OF USD 7,611,478,151
PROPOSAL #A.2: APPROVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AND THE STATEMENT BY THE
INDEPENDENT COMPANY AUDITOR AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE 2007 FY
PROPOSAL #A.3: APPROVE THE INCOME TO BE DISTRIBUTED ISSUER NO N/A N/A
AMOUNTS TO USD 12,433,724,370 FROM WHICHUSD
380,593,908 MUST BE ALLOCATED TO THE LEGAL RESERVE.
THE GENERAL MEETING, UPON THE PROPOSAL OF THE BOARD OF
DIRECTORS, SETS THE AMOUNT OF DIRECTORS FEES,
COMPENSATION AND ATTENDANCE FEES TO BE ALLOCATED TO
THE BOARD OF DIRECTORS AT USD 3,274,125
PROPOSAL #A.4: APPROVE THE ALLOCATION OF RESULTS AND ISSUER NO N/A N/A
DETERMINATION OF THE DIVIDEND AS SPECIFIED
PROPOSAL #A.5: GRANT DISCHARGE TO THE DIRECTORS FOR ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #A.6: APPROVE THE RESIGNATIONS OF MESSRS. ISSUER NO N/A N/A
ROMAIN ZALES KI, CORPORACION JMAC B.V. & Acirc; REPRESENTED BY
ANTOINE SPILLMANN& eth; , MANUEL FERNANDEZ LOPEZ, AS
MEMBERS OF THE BOARD OF DIRECTORS, IN NOTES THAT THE
TERMS OF OFFICE AS DIRECTORS OF JOSEPH KINSCH
& Acirc; CHAIRMAN OF THE BOARD OF DIRECTORS& eth; EDMOND PACHURA
& Acirc; MEMBER OF THE BOARD OF DIRECTORS AND OF LEWIS B.
KADEN & Acirc; MEMBER OF THE BOARD OF DIRECTORS& eth; , ARE ENDING
AT THE CLSOE OF THIS SHAREHOLDERS MEETING
PROPOSAL #A.7: ELECT MR. LEWIS B. KADEN, RESIDING 399 ISSUER NO N/A N/A
PARK AVENUE, 2ND FLOOR, NEW YORK, NY 10022, USA, FOR A
3 YEAR MANDATE, IN ACCORDANCE WITH ARTICLE 8.3 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHICH SHALL
TERMINATE ON THE DATE OF THE AGM OF SHAREHOLDERS TO BE
HELD IN 2011
PROPOSAL #A.8: ELECT MR. IGNACIO FERN NDEZ TOXO, ISSUER NO N/A N/A
RESIDING AT CONFEDERACI N SINDICAL DE COMISIONES
OBRERAS, FERN NDEZ DE LA HOZ 12-6, 28010 MADRID,
SPAIN, TO CONTINUE THE MANDATE OF MANUEL FERNANDEZ
LOPEZ, RESIGNING WITH EFFECT AS OF 13 MAY 2008, WHICH
SHALL TERMINATE ON THE DATE OF THE AGM OF SHAREHOLDERS
TO BE HELD IN 2010
PROPOSAL #A.9: ELECT MR. ANTOINE SPILLMANN, RESIDING ISSUER NO N/A N/A
AT 2, RUE SIGISMOND-THALBERG, CH- 1204 GENEVA,
SWITZERLAND, FOR A 3 YEAR MANDATE, IN ACCORDANCE WITH
ARTICLE 8.3 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
WHICH SHALL TERMINATE ON THE DATE OF THE AGM OF
SHAREHOLDERS TO BE HELD IN 2011
PROPOSAL #A.10: ELECT MR. MALAY MUKHERJEE, RESIDING AT ISSUER NO N/A N/A
81, TEMPLARS AVENUE, GOLDERS GREEN, LONDON NW110NR,
UNITED KINGDOM, FOR A 3 YEAR MANDATE, IN ACCORDANCE
WITH ARTICLE 8.3 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, WHICH SHALL TERMINATE ON THE DATE OF THE
AGM OF SHAREHOLDERS TO BE HELD IN 2011
PROPOSAL #A.11: AUTHORIZATION THE BOARD OF DIRECTORS ISSUER NO N/A N/A
BY THE EXTRAORDINARY GENERAL MEETING OFSHAREHOLDERS
HELD ON 5 NOV 2007 WITH RESPECT TO THE SHARE BUY-BACK
PROGRAMME AND DECIDES TO AUTHORIZE, WITH EFFECT AS OF
THIS GENERAL MEETING, THE BOARD OF DIRECTORS OF THE
COMPANY, WITH OPTION TO DELEGATE, AND THE CORPORATE
BODIES OF THE OTHER COMPANIES IN THE GROUP REFERRED TO
IN ARTICLE 49BIS OF THE LUXEMBOURG LAW ON COMMERCIAL
COMPANIES (THE LAW), TO ACQUIRE AND SELL SHARES IN THE
COMPANY, UNDER THE CONDITIONS SET FORTH IN THE LAW.
SUCH PURCHASE AND SALES MAY BE CARRIED OUT FOR ANY
PURPOSE AUTHORIZED OR WHICH WOULD COME TO BE
AUTHORIZED BY THE LAWS AND REGULATIONS IN FORCE AND IN
PARTICULAR TO ENTER INTO OFFMARKET AND OVER THE
COUNTER TRANSACTIONS AND TO ACQUIRE SHARES IN THE
COMPANY THROUGH DERIVATIVE FINANCIAL INSTRUMENTS. IN
ACCORDANCE WITH THE APPLICABLE LAWS TRANSPOSING
DIRECTIVE 2003/6/EC OF 28 JANUARY 2003 AND EC
REGULATION 2273/2003 OF 22 DECEMBER 2003,
ACQUISITIONS, DISPOSALS, EXCHANGES, CONTRIBUTIONS AND
TRANSFERS OF SECURITIES CAN BE CARRIED OUT BY ALL
MEANS, ON OR OFF THE MARKET, INCLUDING BY A PUBLIC
OFFER TO BUY BACK SHARES OR BY THE USE OF DERIVATIVES
OR OPTION STRATEGIES. THE FRACTION OF THE CAPITAL
ACQUIRED OR TRANSFERRED IN THE FORM OF A BLOCK OF
SECURITIES COULD AMOUNT TO THE ENTIRE PROGRAM. SUCH
TRANSACTIONS CAN BE CARRIED OUT AT ANY TIME, INCLUDING
DURING A TENDER OFFER PERIOD, IN ACCORDANCE WITH THE
APPLICABLE LAWS AND REGULATIONS. THE AUTHORISATION IS
VALID FOR A PERIOD OF EIGHTEEN (18) MONTHS OR UNTIL
THE DATE OF ITS RENEWAL BY A RESOLUTION OF THE GENERAL
MEETING OF SHAREHOLDERS IF SUCH RENEWAL DATE IS PRIOR
TO SUCH PERIOD. THE MAXIMUM NUMBER OF SHARES THAT CAN
BE ACQUIRED IS THE MAXIMUM ALLOWED BY THE LAW IN SUCH
A MANNER THAT THE ACCOUNTING PAR VALUE OF THE
COMPANYS SHARES HELD BY THE COMPANY (OR OTHER GROUP
COMPANIES REFERRED TO IN ARTICLE 49BIS OF THE LAW)
CANNOT IN ANY EVENT EXCEED 10% OF ITS SUBSCRIBED SHARE
CAPITAL. THE PURCHASE PRICE PER SHARE TO BE PAID IN
CASH SHALL NOT REPRESENT MORE THAN 125% OF THE PRICE
ON THE NEW YORK STOCK EXCHANGE, EURONEXT AMSTERDAM BY
NYSE EURONEXT, EURONEXT BRUSSELS BY NYSE EURONEXT,
EURONEXT PARIS BY NYSE EURONEXT, THE LUXEMBOURG STOCK
EXCHANGE OR THE STOCK EXCHANGES OF BARCELONA, BILBAO,
MADRID AND VALENCIA, DEPENDING ON THE MARKET ON WHICH
THE TRANSACTIONS ARE MADE, AND NO LESS THAN THE PAR
VALUE OF THE SHARE AT THE TIME OF REPURCHASE. FOR OFF
MARKET TRANSACTIONS, THE MAXIMUM PURCHASE PRICE SHALL
BE 125% OF THE PRICE OF EURONEXT PARIS BY NYSE
EURONEXT. THE PRICE ON THE NEW YORK STOCK EXCHANGE OR
EURONEXT AMSTERDAM BY NYSE EURONEXT, EURONEXT BRUSSELS
BY NYSE EURONEXT, EURONEXT PARIS BY NYSE EURONEXT,
THE LUXEMBOURG STOCK EXCHANGE OR THE STOCK PAGE 5 OF
13 EXCHANGES OF BARCELONA, BILBAO, MADRID AND VALENCIA
WILL BE DEEMED TO BE THE HIGHER OF THE AVERAGE OF THE
FINAL LISTING PRICE PER SHARE ON THE RELEVANT STOCK
EXCHANGE DURING 30 CONSECUTIVE DAYS ON WHICH THE
RELEVANT STOCK EXCHANGE IS OPEN FOR TRADING PRECEDING
THE 3 TRADING DAYS PRIOR TO THE DATE OF REPURCHASE. I
PROPOSAL #A.12: APPOINT DELOITTE S.A., WITH REGISTERED ISSUER NO N/A N/A
OFFICE AT 560, RUE DE NEUDORF, L-2220 LUXEMBOURG AS
INDEPENDENT AUDITOR FOR THE EXAMINATION OF THE ANNUAL
ACCOUNTS OF ARCELORMITTAL AND THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE ARCELORMITTAL GROUP FOR
THE FINANCIAL YEAR 2008
PROPOSAL #A.13: AUTHORISE THE BOARD OF DIRECTORS TO: ISSUER NO N/A N/A
(A) ISSUE STOCK OPTIONS OR OTHER EQUITY-BASED AWARDS
TO THE EMPLOYEES WHO COMPOSE THE COMPANY'S MOST SENIOR
GROUP OF MANAGERS FOR A NUMBER OF COMPANY'S SHARES
NOT EXCEEDING A MAXIMUM TOTAL NUMBER OF EIGHT MILLION
FIVE HUNDRED THOUSAND (8,500,000) SHARES DURING THE
PERIOD FROM THIS GENERAL MEETING UNTIL THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2009,
EITHER BY ISSUING NEW SHARES OR BY DELIVERING THE
COMPANY'S TREASURY SHARES, PROVIDED THAT THE STOCK
OPTIONS WILL BE ISSUED AT AN EXERCISE PRICE THAT SHALL
NOT BE LESS THAN THE AVERAGE OF THE HIGHEST AND THE
LOWEST TRADING PRICE ON THE NEW YORK STOCK EXCHANGE ON
THE DAY IMMEDIATELY PRIOR TO THE GRANT DATE, WHICH
SHALL BE DECIDED BY THE BOARD OF DIRECTORS AND SHALL
BE WITHIN THE PERIOD COMMENCING ON AND ENDING FORTY-
TWO (42) DAYS AFTER THE ANNOUNCEMENT OF THE RESULTS
FOR THE SECOND QUARTER OR THE FOURTH QUARTER OF THE
COMPANY'S FINANCIAL YEAR; AND (B) DO OR CAUSE TO BE
DONE ALL SUCH FURTHER ACTS AND THINGS AS THE BOARD OF
DIRECTORS MAY DETERMINE TO BE NECESSARY OR ADVISABLE
IN ORDER TO IMPLEMENT THE CONTENT AND PURPOSE OF THIS
RESOLUTION. THE GENERAL MEETING FURTHER ACKNOWLEDGES
THAT THE MAXIMUM TOTAL NUMBER OF EIGHT MILLION FIVE
HUNDRED THOUSAND (8,500,000) SHARES AS INDICATED ABOVE
FOR STOCK OPTIONS OR OTHER EQUITY BASED AWARDS
REPRESENT LESS THAN ZERO POINT FIFTY-NINE PER CENT
(0.59%) OF THE NUMBER OF COMPANY'S SHARES ISSUED ON
THE DATE OF THE PRESENT GENERAL MEETING
PROPOSAL #A.14: AUTHORISE THE BOARD OF DIRECTORS TO: ISSUER NO N/A N/A
(A) IMPLEMENT AN EMPLOYEE SHARE PURCHASEPLAN (ESPP)
RESERVED FOR ALL OR PART OF THE EMPLOYEES AND
EXECUTIVE OFFICERS OF ALL OR PART OF THE COMPANIES
COMPRISED WITHIN THE SCOPE OF CONSOLIDATION OF THE
COMPANY'S FINANCIAL STATEMENTS FOR A MAXIMUM NUMBER OF
TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) SHARES,
FULLY PAID-UP; AND (B) FOR THE PURPOSES OF THE
IMPLEMENTATION OF THE ESPP, ISSUE SHARES WITHIN THE
LIMITS OF THE AUTHORIZED SHARE CAPITAL AND/OR DELIVER
TREASURY SHARES, UP TO A MAXIMUM OF TWO MILLION FIVE
HUNDRED THOUSAND (2,500,000) SHARES FULLY PAID-UP
DURING THE PERIOD FROM THIS GENERAL MEETING TO THE
ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN
2009; AND (C) DO OR CAUSE TO BE DONE ALL SUCH FURTHER
ACTS AND THINGS AS THE BOARD OF DIRECTORS MAY
DETERMINE TO BE NECESSARY OR ADVISABLE IN ORDER TO
IMPLEMENT THE CONTENT AND PURPOSE OF THIS RESOLUTION.
THE GENERAL MEETING FURTHER ACKNOWLEDGES THAT THE
MAXIMUM TOTAL NUMBER OF TWO MILLION FIVE HUNDRED
THOUSAND (2,500,000) SHARES AS INDICATED ABOVE FOR THE
IMPLEMENTATION OF THE ESPP REPRESENT LESS THAN ZERO
POINT TWO PER CENT (0.2 %) OF THE NUMBER OF COMPANY'S
SHARES ISSUED ON THE DATE OF THE PRESENT GENERAL
MEETING
PROPOSAL #E.15: APPROVE TO INCREASE THE AUTHORIZED ISSUER NO N/A N/A
CAPITAL OF THE COMPANY TO EUR 643,860,000.00
& Acirc; REPRESENTED BY 147,000,000 SHARES WITHOUT PAR VALUE& eth;
AND AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH
THE ISSUE OF ADDITIONAL SHARES OF THE COMPANY WITHIN
THE LIMIT OF THE AUTHORIZED CAPITAL AS PART OF A
MARGER, CAPITAL CONTRIBUTION OR OTHER OPERATIONS IN
CONSEQUENCE AND AMEND ARTICLE NUMBER 5.2 & Acirc; STOCK
CAPITAL& eth; & Acirc; THE SHARE CAPITAL IS OF EUR 7,082,460,000.00
SPLIT INTO 1,617,000,000 SHARES WITHOUT PAR VALUE& eth;
AND ARTICLE 5.5, OF THE BYLAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCH CAPITAL GROUP LTD.
TICKER: ACGL CUSIP: G0450A105
MEETING DATE: 5/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL B. INGREY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEWSONG LEE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT F. WORKS* 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: 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
ELECTION OF DIRECTOR: JAMES WEATHERSTONE** ISSUER YES FOR FOR
PROPOSAL #03: TO APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARIF HABIB BANK LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MINUTES OF EGM OF THE BANK ISSUER YES ABSTAIN AGAINST
HELD ON 17 NOV 2007
PROPOSAL #2.: APPROVE AND ADOPT THE AUDITED FINANCIAL ISSUER YES ABSTAIN AGAINST
STATEMENTS OF THE BANK FOR THE YE 31 DEC 2007 ALONG
WITH THE DIRECTORS AND THE AUDITORS REPORT THEREON AND
STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE
GOVERNANCE
PROPOSAL #3.: APPOINT THE EXTERNAL AUDITORS OF THE ISSUER YES ABSTAIN AGAINST
BANK FOR THE YE 31 DEC 2008 TILL THE CONCLUSION OF
NEXT AGM AND APPROVE TO FIX THEIR REMUNERATION
PROPOSAL #S.4: APPROVE THE TRANSMISSION OF QUARTERLY ISSUER YES ABSTAIN AGAINST
ACCOUNTS THROUGH WEBSITE IN COMPLIANCE WITH SECTION
245 OF THE COMPANIES ORDINANCE, 1984 AND SECURITIES
AND EXCHANGE COMMISSION OF PAKISTAN & Acirc; SECP& eth; CIRCULAR
NO. 19 OF 2004 DATED 14 APR 2004 PROVIDED IT MEETS ALL
OTHER CONDITIONS, THE BANK MAY PLACE IN QUARTERLY
ACCOUNTS ON ITS WEBSITE INSTEAD OF SENDING THE SAME TO
MEMBERS BY POST AS ALLOWED BY THE SECURITIES AND
EXCHANGE COMMISSION OF PAKISTAN & Acirc; SECP& eth; VIDE AS
CIRCULAR NO. 19 OF 2004 DATED 14 APR 2004
PROPOSAL #5.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARKEMA, PUTEAUX
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED
PROPOSAL #O.2: RECEIVE THE HEARD REPORTS OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS AND THE AUDITORS, AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVES THE RECOMMENDATIONS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND RESOLVES THAT THE INCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE FY
EUR 121,256,210.57 PRIOR RETAINED EARNINGS: EUR
18,124,589.06 BALANCE AVAILABLE FOR DISTRIBUTION: EUR
139,380,799.63 DIVIDENDS: EUR 46,840,367.25 BALANCE
AFFECTED TO THE RETAINED EARNINGS: EUR 92,540,432.38
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.75 PER SHARE, AND WILL ENTITLE TO THE 40% DEDUCTION
PROVIDED BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE
PAID ON 27 MAY 2008; IN ACCORDANCE WITH THE
REGULATIONS IN FORCE, THE SHAREHOLDERS MEETING
RECALLS THAT NO DIVIDEND WAS PAID FOR THE PREVIOUS 3
FY'S 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; ACCORDING TO THE DISPOSALS
OF THE ARTICLE 223 QUARTER OF THE FRENCH GENERAL TAX
CODE, THE SHAREHOLDERS MEETING NOTICES THAT NO
SPENDING AND LOADS AIMED AT THE ARTICLE 39.4 OF THE
AFOREMENTIONED CODE WERE ENGAGED DURING THE LAST FY
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE
AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1
OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE
AGREEMENT EXPRESSED IN THE AFOREMENTIONED REPORT WITH
MR. THIERRY LE HENAFF
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
CABINET KPMG AUDIT AS STATUTORY AUDITOR HOLDER FOR A 6
YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF M. ISSUER YES FOR FOR
JEAN MARC DECLETY AS SUPPLYING STATUTORY AUDITOR FOR A
6 YEAR PERIOD
PROPOSAL #O.8: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 60.00 MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 200,000,000.00; TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDE'S
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 05 JUN 2007 IN ITS
RESOLUTION 7
PROPOSAL #E.9: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE CAPITAL, ON ONE OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
120,000,000.00 BY ISSUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND
SECURITIES; THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
500,000,000.00 THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION 13; TO CANCEL
THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOR OF HOLDERS OF SECURITIES; 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; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
10 MAY 2006 IN ITS RESOLUTION 14; & Acirc; AUTHORITY EXPIRES
AT THE END OF THE 26 MONTHS PERIOD& eth;
PROPOSAL #E.10: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 120,000,000.00, BY ISSUANCE, WITH
ABOLITION OF PREFERRED SUBSCRIPTION RIGHTS, OF SHARES
AND SECURITIES, THE MAXIMUM NOMINAL A MOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
500, 000,000.00, & Acirc; AUTHORITY EXPIRES AT THE END OF 26
MONTH PERIOD& eth; AND TO DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOR OF HOLDERS OF SECURITIES, THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION 13AND TO CHARGE THE SHARE ISSUANCE COSTS
AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE
PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL
RESERVE TO ONE TENTH OF THE NEW CAPITAL AFTER EACH
INCREASE, AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES, THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
10 MAY 2006 IN ITS RESOLUTION 16
PROPOSAL #E.11: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE ON ONE OR MORE OCCASIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL TO A MAXIMUM NOMINAL AMOUNT
OF 15 % OF THE INITIAL IS SUE, BY ISSUANCE, WITH THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, OF SECURITIES, & Acirc; AUTHORITY EXPIRES AT THE
END OF 26 MONTH PERIOD& eth; , THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHARE HOLDERS MEETING OF 10 MAY 2006 IN ITS
RESOLUTION 16
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, UP TO 10 % OFTHE SHARE
CAPITAL, BY WAY OF ISSUING SHARES 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 SHARE CAPITAL, THIS & Acirc; AUTHORITY EXPIRES AT
THE END OF THE 26 MONTH PERIOD& eth; , THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION 13, AND TO DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS, AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 10 MAY 2006 IN ITS
RESOLUTION 18
PROPOSAL #E.13: APPROVE TO DECIDES THAT THE OVERALL ISSUER YES FOR FOR
NOMINAL AMOUNT PERTAINING TO THE CAPITAL INCREASES TO
BE CARRIED OUT WITH THE USE OF THE DELEGATION GIVEN BY
RESOLUTIONS 9, 10, 11 AND 12 SHALL NOT EXCEED EUR
120,000,000.00
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS IN ISSUER YES FOR FOR
ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
OCCASIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 100,000,000.00 BY WAY OF
CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER
MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY
LAW AND UNDER THE BY LAWS, BY ISSUING BONUS SHARES OR
RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A
COMBINATION OF THESE METHODS, & Acirc; AUTHORITY EXPIRES AT
THE END OF THE 26 MONTH PERIOD& eth; ; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES, THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 10 MAY 2006 IN ITS RESOLUTION
21
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN & Acirc; AUTHORITY EXPIRES AT THE END OF
26 MONTH PERIOD& eth; AND FOR A NOMINAL AMOUNT THAT SHALL
NOT EXCEED EUR 20,000,000.00, AND TO DECIDES TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOR OF EMPLOYEES AND FORMER EMPLOYEES, AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 10 MAY2006 IN ITS
RESOLUTION 22
PROPOSAL #E.16: APPROVE TO DECIDES TO AMEND ARTICLE ISSUER YES FOR FOR
NUMBER 16.3 OF THE BYLAWS IN ORDER TO PUTTHEM IN
ACCORDANCE WITH THE DISPOSALS OF THE ARTICLE 35 OF THE
DECREE 2006, 1566 OF 11 DEC 2006 RELATIVE TO THE
RIGHT OF ACCESS OF THE SHAREHOLDERS TO THE
SHAREHOLDERS MEETINGS
PROPOSAL #E.17: GRANTS FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARMSTRONG WORLD INDUSTRIES, INC.
TICKER: AWI CUSIP: 04247X102
MEETING DATE: 6/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES J. GAFFNEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT C. GARLAND ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JUDITH R. HABERKORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL D. LOCKHART ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES J. O'CONNOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUSSELL F. PEPPET ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ARTHUR J. PERGAMENT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN J. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A.M. SANDERS, JR. ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF KPMG LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT AUDITORS FOR 2008.
PROPOSAL #03: TO APPROVE THE ADOPTION OF THE 2008 ISSUER YES FOR FOR
DIRECTORS STOCK UNIT PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARRIVA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS OF THE ISSUER YES FOR FOR
COMPANY FYE 31 DEC 2007 TOGETHER WITH THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 17.06 PENCE ISSUER YES FOR FOR
PER SHARE FOR THE YE 31 DEC 2007
PROPOSAL #3.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE FYE 31 DEC 2007
PROPOSAL #4.: RE-ELECT MR. S. J. CLAYTON AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #5.: RE-ELECT MR. N. P. BUCKLES AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.: RE-ELECT MR. S. G. WILLIAMS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS OF THE COMPANY AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR FOR
FOR ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985 & Acirc; THE ACT & eth; , TO
ALLOT RELEVANT SECURITIES & Acirc; SECTION 80& eth; UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 66,207,857 ORDINARY
SHARES OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY;
& Acirc; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY HELD IN 2009& eth; ; 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 #E.9: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 163 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES OF UP TO 19,862,357 ORDINARY SHARES
OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF 5 PENCE AND UP TO 5% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; & Acirc; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 23 JUL 2009& eth; ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR FOR
THE PASSING OF ORDINARY RESOLUTION PASSEDAT THE AGM OF
THE COMPANY HELD ON 18 APR 2007 AND PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT CASH
EQUITY SECURITIES FOR CASH PURSUANT TO THE AUTHORITY,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS & Acirc; SECTION
89(1)& eth; , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH A
RIGHTS ISSUE, OPEN OFFER OR OTHER OFFERS IN FAVOR OF
ORDINARY SHAREHOLDERS; AND B) PURSUANT TO THE ARRIVA
PLC EXECUTIVE SHARE OPTION SCHEME, THE ARRIVA PLC
SHARE INCENTIVE SCHEME, THE ARRIVA PLC SHARE INCENTIVE
PLAN AND THE ARRIVA PLC COMPANY SHARE OPTION PLAN
2006 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 496,559;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR 15 MONTHS& eth; ; 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.11: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR FOR
SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASPEN INSURANCE HOLDINGS LIMITED
TICKER: AHL CUSIP: G05384105
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MR. CHRISTOPHER O'KANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. HEIDI HUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. DAVID KELSO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. JOHN CAVOORES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MR. LIAQUAT AHAMED ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW BOTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD BUCKNALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLYN JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRIS O'KANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD BUCKNALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: IAN CORMACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAREK GUMIENNY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: OLIVER PETERKEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. HEIDI HUTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN ROSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRIS WOODMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. TATIANA KERNO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER O'KANE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JULIAN CUSACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES FEW ISSUER YES FOR FOR
ELECTION OF DIRECTOR: OLIVER PETERKEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID SKINNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. KAREN GREEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. KATE VACHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MS. HEATHER KITSON ISSUER YES FOR FOR
PROPOSAL #02: TO RE-ELECT MR. RICHARD HOUGHTON AS ISSUER YES FOR FOR
CLASS II DIRECTOR OF THE COMPANY.
PROPOSAL #03: TO ADOPT THE COMPANY'S EMPLOYEE SHARE ISSUER YES FOR FOR
PURCHASE PLAN AS DETAILED IN APPENDIX I OF THE PROXY
STATEMENT.
PROPOSAL #04: TO ADOPT THE COMPANY'S 2008 SHARESAVE ISSUER YES FOR FOR
PLAN AS DETAILED IN APPENDIX II OF THE PROXY STATEMENT.
PROPOSAL #05: TO APPOINT KPMG AUDIT PLC, LONDON, ISSUER YES FOR FOR
ENGLAND, TO ACT AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2008 AND TO AUTHORIZE THE BOARD OF
DIRECTORS THROUGH THE AUDIT COMMITTEE TO SET THE
REMUNERATION FOR THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
PROPOSAL #06: TO ADOPT THE AMENDED AND RESTATED BYE- ISSUER YES FOR FOR
LAWS OF THE COMPANY/.
PROPOSAL #07: TO AUTHORIZE THE DIRECTORS OF ASPEN ISSUER YES FOR FOR
INSURANCE UK LIMITED TO ALLOT SHARES.
PROPOSAL #08: TO AMEND ASPEN INSURANCE UK LIMITED;S ISSUER YES FOR FOR
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
PROPOSAL #09: TO APPOINT KPMG AUDIT PLC, LONDON, ISSUER YES FOR FOR
ENGLAND, TO ACT AS THE AUDITOR OF ASPEN INSURANCE UK
LIMITED
PROPOSAL #10: TO AUTHORIZE THE DIRECTORS OF ASPEN ISSUER YES FOR FOR
INSURANCE UK LIMITED TO ALLOT SHARES
PROPOSAL #11: TO AMEND ASPEN INSURANCE UK LIMITED'S ISSUER YES FOR FOR
MEMORANDUM OF ASSOCIATION AND ARTICLES OF INCORPORATION
PROPOSAL #12: TO AUTHORIZE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
AUDIT PLC AS THE AUDITOR OF ASPEN INSURANCE UK LIMITED
PROPOSAL #13: TO AUTHORIZE THE DIRECTORS OF ASPEN ISSUER YES FOR FOR
INSURANCE UK SERVICES LIMITED TO ALLOT SHARES.
PROPOSAL #14: TO AMEND ASPEN INSURANCE UK SERVICES ISSUER YES FOR FOR
LIMITED'S MEMORANDUM OF ASSOCIATION AND ARTICLES OF
INCORPORATION
PROPOSAL #15: TO AUTHORIZE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
AUDIT PLC AS THE AUDITOR OF ASPEN INSURANCE UK
SERVICES LIMITED.
PROPOSAL #16: TO AUTHORIZE THE DIRECTORS OF AIUK ISSUER YES FOR FOR
TRUSTEES LIMITED TO ALLOT SHARES
PROPOSAL #17: TO AMEND AIUK LIMITED'S MEMORANDUM OF ISSUER YES FOR FOR
ASSOCIATION AND ARTICLES OF INCORPORATION
PROPOSAL #18: TO AUTHORIZE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
AUDIT PLC AS THE AUDITOR
PROPOSAL #19: TO AUTHORIZE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
AUDIT PLC AS THE AUDITOR
PROPOSAL #20: TO ADOPT THE AMENDED AND RESTATED BYE- ISSUER YES FOR FOR
LAWS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSA ABLOY AB, STOCKHOLM
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER YES ABSTAIN AGAINST
PROPOSAL #2.: ELECT MR. GUSTAF DOUGLAS AS THE CHAIRMAN ISSUER YES FOR FOR
THE MEETING
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #5.: ELECT 2 PERSONS TO APPROVE THE MINUTES ISSUER YES FOR FOR
PROPOSAL #6.: APPROVE TO DETERMINE THE COMPLIANCE WITH ISSUER YES FOR FOR
THE RULES OF CONVOCATION
PROPOSAL #7.: RECEIVE THE REPORT BY THE MANAGING ISSUER YES ABSTAIN AGAINST
DIRECTOR, MR. JOHAN MOLIN
PROPOSAL #8.: RECEIVE THE ANNUAL REPORT AND THE ISSUER YES ABSTAIN AGAINST
AUDITOR'S REPORT AND THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE GROUP AUDITOR'S REPORT; THE
STATEMENT BY THE AUDITOR ON THE COMPLIANCE WITH THE
GUIDELINES FOR REMUNERATION TO MANAGEMENT APPLICABLE
SINCE THE LAST AGM; AND THE APPROPRIATION OF THE
COMPANY'S PROFIT AND THE MOTIVATED STATEMENT THEREON
PROPOSAL #9.A: ADOPT THE STATEMENT OF INCOME AND THE ISSUER YES FOR FOR
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME
AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #9.B: APPROVE THE APPROPRIATION OF THE ISSUER YES FOR FOR
COMPANY'S PROFIT ACCORDING TO THE ADOPTED BALANCE
SHEET; DECLARE A DIVIDEND OF SEK 3.60 PER SHARE
PROPOSAL #9.C: APPROVE THE RECORD DATE FOR THE ISSUER YES FOR FOR
DIVIDEND 29 APR 2008, IF THE AGM RESOLVES IN
ACCORDANCE WITH THE DIVIDEND IS EXPECTED TO BE
DISTRIBUTED BY VPC AB ON MONDAY 05 MAY 2008
PROPOSAL #9.D: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND THE MANAGING DIRECTOR
PROPOSAL #10.: APPROVE TO ESTABLISH THE NUMBER OF ISSUER YES FOR FOR
BOARD MEMBERS AT 9
PROPOSAL #11.: APPROVE THE FEES TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS SHALL AMOUNT TO A TOTAL SEK 4,050,000
& Acirc; REMUNERATION FOR COMMITTEE WORK NOT INCLUDED) TO BE
DISTRIBUTED AMONG THE MEMBERS AS FOLLOWS: SEK 900,000
TO THE CHAIRMAN, SEK 450,000 TO EACH OF THE BOARD
MEMBERS WHO ARE NOT EMPLOYED BY THE COMPANY; AS
CONSIDERATION FOR THE COMMITTEE WORK, THE CHAIRMAN OF
THE AUDIT COMMITTEE SHALL RECEIVE SEK 200,000, THE
CHAIRMAN OF THE REMUNERATION COMMITTEE RECEIVE SEK
100,000, MEMBERS OF THE AUDIT COMMITTEE EACH SEK
100,000 AND MEMBERS OF THE REMUNERATION COMMITTEE EACH
SEK 50,000
PROPOSAL #12.: ELECT MESSERS. BIRGITTA KLASEN, EVA ISSUER YES FOR FOR
LINDQVIST, JORMA HALONEN, LARS RENSTROM AND ULRIK
SVENSSON AS THE BOARD MEMBERS, AND RE-ELECT MR. GUSTAF
DOUGLAS AS CHAIRMAN OF THE BOARD
PROPOSAL #13.: APPROVE THAT THE NOMINATION COMMITTEE ISSUER YES FOR FOR
SHALL HAVE 5 MEMBERS, WHO, UP TO AND INCLUDING THE AGM
2009, SHALL BE MESSRS. GUSTAF DOUGLAS & Acirc; INVESTMENT AB
LATOUR AND SAKI& eth; , MIKAEL EKDAHL & Acirc; MELKER SCHORLING AB& eth; ,
STAFFAN GREFBACK & Acirc; ALECTA& eth; , MARIANNE NILSSON & Acirc; SWEDBANK
ROBUR& eth; AND BJORN LIND & Acirc; SEB FONDER& eth; ; MR. MIKAEL EKDAHL
AS THE CHAIRMAN OF THE NOMINATION COMMITTEE; APPROVE
TO ESTABLISH THE TASKS OF THE NOMINATION COMMITTEE AS
SPECIFIED
PROPOSAL #14.: APPROVE THE GUIDELINES FOR REMUNERATION ISSUER YES FOR FOR
TO MANAGEMENT AS SPECIFIED
PROPOSAL #15.: CLOSING OF THE MEETING ISSUER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSOCIATED BRIT FOODS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/7/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND THE REPORTS OF ISSUER YES FOR FOR
THE DIRECTORS AND THE AUDITORS THEREON FOR THE YE 15
SEP 2007
PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR FOR
REMUNERATION REPORT FOR THE YE 15 SEP 2007
PROPOSAL #3.: APPROVE TO PAY A DIVIDEND OF 13P PER ISSUER YES FOR FOR
ORDINARY SHARE ON 11 JAN 2008 TO HOLDERSOF ORDINARY
SHARES ON THE REGISTER OF SHAREHOLDERS OF THE COMPANY
AT THE CLOSE OF BUSINESS ON 07 DEC 2007
PROPOSAL #4.: RE-ELECT MR. TIMOTHY CLARKE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT MR. WILLARD GORDON GALEN WESTON ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #6.: ELECT MR. PETER ALAN SMITH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE
CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
BEFORE THE SHAREHOLDERS, AND AUTHORIZE THE DIRECTORS
TO DETERMINE THEIR REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES & Acirc; SECTION 80(2)& eth; UP TO A MAXIMUM OF
263 MILLION ORDINARY SHARES OF 5 15/22P EACH;
& Acirc; AUTHORITY EXPIRES ON 06 DEC 2012& eth; ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR FOR
SECTION 95 OF THE COMPANIES ACT 1985, TOALLOT EQUITY
SECURITIES & Acirc; SECTION 94(2)& eth; FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 8, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS & Acirc; SECTION 89(1)& eth; , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES: I) IN CONNECTION WITH A RIGHTS ISSUE,
OPEN OFFER OR OTHER OFFER OF SECURITIES IN FAVOR OF
ORDINARY SHAREHOLDERS; II) UP TO AN AGGREGATE OF 39
MILLION ORDINARY SHARES OF 5 15/22P EACH; & Acirc; AUTHORITY
EXPIRES THE EARLIER UPON THE DATE OF THE NEXT AGM OF
THE COMPANY AFTER PASSING OF THIS RESOLUTION OR 31 DEC
2008& eth; ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: APPROVE AND ADOPT THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR AND TO
THE EXCLUSION OF ALL EXISTING ARTICLES OF ASSOCIATION,
AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSURANT, INC.
TICKER: AIZ CUSIP: 04621X108
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN MICHAEL PALMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. ROBERT J. BLENDON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BETH L. BRONNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID B. KELSO ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVAL OF THE ASSURANT, INC. EXECUTIVE ISSUER YES FOR FOR
SHORT TERM INCENTIVE PLAN
PROPOSAL #04: APPROVAL OF THE ASSURANT, INC. LONG TERM ISSUER YES FOR FOR
EQUITY INCENTIVE PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTELLAS PHARMA INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #5.: PROVISION OF REMUNERATION TO DIRECTORS ISSUER YES FOR FOR
OF THE BOARD AS A GROUP FOR STOCK OPTION SCHEME AS
STOCK-LINKED COMPENSATION PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTORIA FINANCIAL CORPORATION
TICKER: AF CUSIP: 046265104
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GEORGE L ENGELKE, JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER C HAEFFNER, JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RALPH F PALLESCHI* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEO J WATERS** ISSUER YES FOR FOR
PROPOSAL #02: THE RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR ASTORIA FINANCIAL CORPORATION FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS AND THE ISSUER YES FOR FOR
REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2007
PROPOSAL #2.: APPROVE TO CONFIRM THE FIRST INTERIM ISSUER YES FOR FOR
DIVIDEND OF USD 0.52 & Acirc; 25.3 PENCE, 3.49 SEK& eth; PER
ORDINARY SHARE AND CONFIRM THE FINAL DIVIDEND FOR
2007, THE SECOND INTERIM DIVIDEND OF USD 1.35 & Acirc; 67.7
PENCE, 8.61 SEK& eth; PER ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT KPMG AUDIT PLC, LONDON AS THE ISSUER YES FOR FOR
AUDITOR
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITOR
PROPOSAL #5.1: ELECT MR. LOUIS SCHWEITZER AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.2: ELECT MR. HAKAN MOGREN KBE AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.3: ELECT MR. DAVID BRENNAN AS A DIRECTOR ISSUER YES FOR FOR
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
PROPOSAL #5.4: ELECT MR. SIMON LOWTH AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.5: ELECT MR. JOHN PATTERSON CBE FRCP AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.6: ELECT MR. BO ANGELIN AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.7: ELECT MR. JOHN BUCHANAN AS A DIRECTOR ISSUER YES FOR FOR
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
PROPOSAL #5.8: ELECT MR. JEAN PHILIPPE COURTOIS AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.9: ELECT MR. JANE HENNEY AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.10: ELECT MR. MICHELE HOOPER AS A DIRECTOR ISSUER YES FOR FOR
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
PROPOSAL #5.11: ELECT MR. DAME NANCY ROTHWELL AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #5.12: ELECT MR. JOHN VARLEY AS A DIRECTOR IN ISSUER YES FOR FOR
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY'S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
PROPOSAL #5.13: ELECT MR. MARCUS WALLENBERG AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 65 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
PROPOSAL #6.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #7.: AUTHORIZE THE COMPANY AND ANY COMPANY ISSUER YES FOR FOR
WHICH IS OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES TO:
I)MAKE DONATIONS TO POLITICAL PARTIES; II) MAKE
DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES; AND III) INCUR POLITICAL
EXPENDITURE DURING THE PERIOD COMMENCING ON THE DATE
OF THIS RESOLUTION AND ENDING ON THE DATE THE OF THE
COMPANY'S AGM, PROVIDED THAT IN EACH CASE ANY SUCH
DONATION AND EXPENDITURE MADE BY THE COMPANY OR BY ANY
SUCH SUBSIDIARY SHALL NOT EXCEED USD 250,000 PER
COMPANY AND TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY
AND THE COMPANY SHALL NOT EXCEED IN AGGREGATE USD
PROPOSAL #S.8: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION BY REPLACING GBP 1,100,000 IN LINE 3 OF
THE ARTICLE 81 WITH GBP 1,750,000 AS SPECIFIED
PROPOSAL #9.: APPROVE TO RENEW THE AUTHORITY AND POWER ISSUER YES FOR FOR
TO ALLOT NEW SHARES CONFERRED ON THE DIRECTORS BY
ARTICLE 7.1 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
FOR THE PERIOD COMMENCING ON THE DATE OF THE AGM AND
ENDING THE DATE OF THE AGM OF THE COMPANY IN 2009 & Acirc; IF
EARLIER, ON 30 JUN 2009 AND SUCH PERIOD & Acirc; SECTION 80& eth;
AMOUNT SHELL BE USD 121,417,688
PROPOSAL #S.10: APPROVE TO RENEW THE POWER CONFERRED ISSUER YES FOR FOR
ON THE DIRECTORS BY ARTICLE 7.2 OF THE COMPANY'S
ARTICLES OF ASSOCIATION WITH THE SECTION 80 AMOUNT
BEING USD 18,212,653; & Acirc; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN
2009 OR 30 JUN 2009& eth;
PROPOSAL #S.11: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR FOR
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES & Acirc; SECTION 163 OF THE COMPANIES
ACT 1985& eth; OF A MAXIMUM NUMBER OF SHARES WHICH MAY BE
PURCHASED IS 145,701,226 & Acirc; 10% OF THE COMPANY'S SHARE
CAPITAL IN ISSUE AS AT 31 JAN 2008& eth; OF USD 0.25 EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
USD 0.25 AND UP TO 105% OF THE AVERAGE OF MIDDLE
MARKET VALUES OF THE COMPANY'S ORDINARY SHARES AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; & Acirc; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF
THE COMPANY IN 2009 OR 30 JUN 2009& eth; ; 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: AMEND THE ARTICLES 87.1, 87.2, 87.3, ISSUER YES FOR FOR
87.4, 87.5, 87.6 AND 87.7 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY WITH EFFECT FROM & Acirc; AND
INCLUDING& eth; THE DATE ON WHICH SECTION 175 OF THE
COMPANIES ACT 2006 IS BROUGHT INTO FORCE, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASUSTEK COMPUTER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/30/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE PLAN OF SPIN OFF ASUS'S ISSUER YES ABSTAIN N/A
ORIGINAL DESIGN MANUFACTURER & Acirc; ODM& eth; FOR PCRELATED
BUSINESS
PROPOSAL #A.2: APPROVE THE PLAN OF SPIN OFF ASUS'S ISSUER YES ABSTAIN N/A
ORIGINAL DESIGN MANUFACTURER & Acirc; ODM& eth; FOR CHASSIS
RESEARCH AND DEVELOPMENT AS WELL AS OTHER NON-PC
RELATED BUSINESS
PROPOSAL #A.3: OTHER ISSUES AND EXTRAORDINARY PROPOSALS ISSUER YES ABSTAIN N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASUSTEK COMPUTER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: THE 2007 BUSINESS OPERATIONS ISSUER NO N/A N/A
PROPOSAL #A.2: THE 2007 AUDITED REPORTS ISSUER NO N/A N/A
PROPOSAL #A.3: THE ESTABLISHMENT FOR THE RULES OF THE ISSUER NO N/A N/A
BOARD MEETING
PROPOSAL #B.1: APPROVE THE 2007 FINANCIAL STATEMENT ISSUER YES FOR FOR
PROPOSAL #B.2: APPROVE THE 2007 PROFIT DISTRIBUTION; ISSUER YES FOR FOR
CASH DIVIDEND: TWD 2.5 PER SHARE
PROPOSAL #B.3: APPROVE TO ISSUE THE NEW SHARES FROM ISSUER YES FOR FOR
RETAINED EARNINGS AND STAFF BONUS; STOCKDIVIDEND: 100
FOR 1,000 SHARES HELD
PROPOSAL #B.4: APPROVE TO REVISE THE ARTICLES OF ISSUER YES AGAINST AGAINST
INCORPORATION
PROPOSAL #B.5: APPROVE THE PROCEDURES OF ENDORSEMENT, ISSUER YES AGAINST AGAINST
GUARANTEE, AND MONETARY LOANS
PROPOSAL #B.6: APPROVE THE STATUS OF CAPITAL INJECTION ISSUER YES FOR FOR
BY ISSUING NEW SHARES OR GLOBAL DEPOSITARY RECEIPT
PROPOSAL #B.7.1: ELECT MR. SHIH, TSUNG-TANG ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO. 71& eth; AS A DIRECTOR
PROPOSAL #B.7.2: ELECT MR. TSENG, CHIANG-SHENG ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO. 25370& eth; AS A DIRECTOR
PROPOSAL #B.7.3: ELECT MR. SHEN, CHENG-LAI ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO. 80& eth; AS A DIRECTOR
PROPOSAL #B.7.4: ELECT MR. HUNG, HUNG-CHANG ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO. 185& eth; AS A DIRECTOR
PROPOSAL #B.7.5: ELECT MR. HO, MING-SEN & Acirc; SHAREHOLDER ISSUER YES FOR FOR
NO. 10& eth; AS A DIRECTOR
PROPOSAL #B.7.6: ELECT MR. CHEN, CHIH-HSIUNG ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO. 217726& eth; AS A DIRECTOR
PROPOSAL #B.7.7: ELECT MR. CHEN, YEN-CHENG ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO 135& eth; AS A DIRECTOR
PROPOSAL #B.7.8: ELECT MR. YANG, TZE-KAING & Acirc; ID NO. ISSUER YES FOR FOR
A102241840& eth; AS A SUPERVISOR
PROPOSAL #B.7.9: ELECT MR. CHENG, CHUNG-JEN ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO. 264008& eth; AS A SUPERVISOR
PROPOSAL #B7.10: ELECT MR. CHEN, YEN-CHENG ISSUER YES FOR FOR
& Acirc; SHAREHOLDER NO. 185& eth; AS A SUPERVISOR
PROPOSAL #B.8: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR FOR
DIRECTORS FROM PARTICIPATION IN COMPETITIVE BUSINESS
PROPOSAL #B.9: OTHER ISSUES AND EXTRAORDINARY MOTIONS ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AT& T INC.
TICKER: T CUSIP: 00206R102
MEETING DATE: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: RANDALL L. ISSUER YES FOR FOR
STEPHENSON
PROPOSAL #1B: ELECTION OF DIRECTOR: WILLIAM F. ISSUER YES FOR FOR
ALDINGER III
PROPOSAL #1C: ELECTION OF DIRECTOR: GILBERT F. AMELIO ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: REUBEN V. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: JAMES H. BLANCHARD ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: AUGUST A. BUSCH III ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: JAMES P. KELLY ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: JON C. MADONNA ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: LYNN M. MARTIN ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: MARY S. METZ ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: LAURA D ANDREA ISSUER YES FOR FOR
TYSON
PROPOSAL #1N: ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
PROPOSAL #03: REPORT ON POLITICAL CONTRIBUTIONS. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #04: PENSION CREDIT POLICY. SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: LEAD INDEPENDENT DIRECTOR BYLAW. SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: SERP POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: ADVISORY VOTE ON COMPENSATION SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ATLAS COPCO AB, NACKA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING AND ELECT MR. ISSUER YES FOR FOR
SUNE CARLSSON AS A CHAIRMAN OF THE COMMITTEE
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #4.: ELECT 1 OR 2 PERSONS TO APPROVE THE ISSUER YES FOR FOR
MINUTES
PROPOSAL #5.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES FOR FOR
HAS BEEN PROPERLY CONVENED OR NOT
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE ISSUER YES ABSTAIN AGAINST
AUDITOR'S REPORT AS WELL AS THE CONSOLIDATED ANNUAL
REPORT AND THE CONSOLIDATED AUDITOR'S REPORT
PROPOSAL #7.: THE PRESIDENT'S SPEECH AND QUESTIONS ISSUER YES ABSTAIN AGAINST
FROM SHAREHOLDERS TO THE BOARD OF DIRECTORS AND THE
MANAGEMENT
PROPOSAL #8.: RECEIVE THE REPORT ON THE FUNCTIONS OF ISSUER YES ABSTAIN AGAINST
AND WORK PERFORMED BY THE BOARD OF DIRECTORS AND ITS
AUDIT COMMITTEE
PROPOSAL #9.a: APPROVE THE PROFIT AND LOSS ACCOUNT AND ISSUER YES FOR FOR
THE BALANCE SHEET AS WELL AS THE CONSOLIDATED PROFIT
AND LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET AS
WELL AS THE PRESENTATION BY THE AUDITOR
PROPOSAL #9.b: GRANT DISCHARGE FROM LIABILITY TO THE ISSUER YES FOR FOR
BOARD MEMBERS AND THE PRESIDENT
PROPOSAL #9.c: APPROVE A DIVIDEND FOR 2007 IS DECIDED ISSUER YES FOR FOR
TO BE SEK 3.00 PER SHARE ACCORDING TO THE APPROVED
BALANCE SHEET
PROPOSAL #9.d: APPROVE 29 APR 2008 AS THE RECORD DAY ISSUER YES FOR FOR
FOR THE DIVIDEND, AND THE DIVIDEND IS EXPECTED TO BE
DISTRIBUTED BY VPC ON 05 MAY 2008
PROPOSAL #10.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
BOARD MEMBERS AT 8 AND DEPUTY MEMBERS TO BE ELECTED AT
THE MEETING
PROPOSAL #11.: RE-ELECT MESSRS. SUNE CARLSSON, JACOB ISSUER YES AGAINST AGAINST
WALLENBERG, GUNNAR BROCK, STAFFAN BOHMAN, ULLA LITZEN,
ANDERS ULLBERG AS THE BOARD MEMBERS; AND ELECT
MESSRS. MARGARETH OVRUM AND JOHAN FORSSELL AS THE NEW
MEMBERS OF THE BOARD AND MR. SUNE CARLSSON AS A
CHAIRMAN AND MR. JACOB WALLENBERG AS A VICE CHAIRMAN
OF THE BOARD OF DIRECTORS
PROPOSAL #12.: APPROVE A FEE OF SEK 1,500,000 TO THE ISSUER YES FOR FOR
CHAIRMAN, SEK 550,000 TO THE VICE CHAIRMAN AND SEK
450,000 TO EACH OTHER BOARD MEMBER NOT EMPLOYED BY THE
COMPANY, A FEE TO THE MEMBERS OF THE AUDIT COMMITTEE
OF SEK 170,000 TO THE CHAIRMAN AND SEK 110,000 TO THE
OTHER 2 MEMBERS, A FEE TO EACH OF THE 3 MEMBERS OF THE
REMUNERATION COMMITTEE OF SEK 60,000; A FEE OF SEK
60,000 TO EACH BOARD MEMBER WHO, IN ADDITION TO THE
ABOVE, PARTICIPATES IN A COMMITTEE IN ACCORDANCE WITH
A DECISION OF THE BOARD OF DIRECTORS; EACH NOMINATED
BOARD MEMBER SHALL HAVE THE RIGHT TO RECEIVE A PART OF
THE BOARD FEE IN THE FORM OF SYNTHETIC SHARES AND THE
REMAINING PART IN CASH; THE PART THAT COULD BE IN THE
FORM OF SYNTHETIC SHARES AMOUNTS, FOR THE CHAIRMAN TO
SEK 825,000, TO THE VICE CHAIRMAN TO SEK 300,000 AND
TO THE OTHER BOARD MEMBERS NOT EMPLOYED BY THE COMPANY
TO SEK 250,000 AND AS SPECIFIED
PROPOSAL #13.a: APPROVE THE GUIDING PRINCIPLES FOR ISSUER YES FOR FOR
REMUNERATION FOR THE SENIOR EXECUTIVES AS SPECIFIED
PROPOSAL #13.b: APPROVE THE PERFORMANCE RELATED ISSUER YES FOR FOR
PERSONNEL OPTION PROGRAM FOR 2008 AS SPECIFIED
PROPOSAL #13.c: APPROVE THE ACQUISITION AND TRANSFER ISSUER YES FOR FOR
OF SERIES A SHARES OF THE COMPANY IN CONNECTION WITH
THE PERSONNEL OPTION PROGRAM 2008 AS SPECIFIED
PROPOSAL #14.: APPROVE THE ACQUISITION AND TRANSFER OF ISSUER YES FOR FOR
SERIES A SHARES OF THE COMPANY IN CONNECTION WITH THE
PERSONNEL OPTION PROGRAM 2008 AS SPECIFIED
PROPOSAL #15.: AUTHORIZE THE BOARD OF DIRECTORS UNTIL ISSUER YES FOR FOR
THE NEXT AGM, CONSIDERING THE PROPOSALS IN RESOLUTIONS
12 AND 13 REGARDING MANDATE FOR THE BOARD TO ACQUIRE
SHARES AS WELL AS TO THE NUMBER OF SHARES ALREADY
OWNED BY THE COMPANY, TO DECIDE AT 1 OR MORE OCCASIONS
ON THE ACQUISITION OF SHARES IN THE COMPANY IN
ACCORDANCE WITH THE FOLLOWING: 1) THE ACQUISITION MAY
BE MADE BY MAXIMUM THE NUMBER OF SERIES A SHARES OR
SERIES B SHARES OR A COMBINATION OF THOSE THAT THE
COMPANY'S POSSESSION OF SHARES AFTER EACH ACQUISITION
DOES NOT EXCEED 10% OF THE TOTAL NUMBER OF THE SHARES
ISSUED BY THE COMPANY; 2) THE SHARES MAY ONLY BE
ACQUIRED ON THE NORDIC STOCK EXCHANGE IN STOCKHOLM;
AND 3) THE SHARES MAY ONLY BE ACQUIRED AT A PRICE PER
SHARE WITHIN THE REGISTERED TRADING INTERVAL AT ANY
GIVEN POINT IN TIME
PROPOSAL #16.: RECEIVE THE REPORT ON THE WORK ISSUER YES FOR FOR
PERFORMED BY THE NOMINATION COMMITTEE AND APPROVE THE
PROPOSAL REGARDING THE NOMINATION COMMITTEE AS
SPECIFIED
PROPOSAL #17.: CLOSING OF THE MEETING ISSUER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ATOS ORIGIN, PARIS-LA DEFENSE
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
& Acirc; OPERATIONAL REVIEW AND FINANCIAL REVIEW& eth; ON GROUP AND
COMPANY ACTIVITIES AND THE FINANCIAL STATEMENTS FOR
THE FY 2007, THE REPORT OF THE CHAIRMAN OF THE
SUPERVISORY BOARD AND THE SUPERVISORY BOARD'S
OBSERVATIONS, THE PARENT COMPANY AND GROUP
CONSOLIDATED FINANCIAL STATEMENTS, AND THE STATUTORY
AUDITORS GENERAL REPORT ON THE PERFORMANCE OF THEIR
ASSIGNMENT DURING THE YEAR, APPROVE THE PARENT COMPANY
AND CONSOLIDATED FINANCIAL STATEMENTS AND, IN
PARTICULAR, THE BALANCE SHEET, INCOME STATEMENT AND
NOTES THERETO DRAWN UP TO 31 DEC 2007, AS PRESENTED,
TOGETHER WITH THE TRANSACTIONS REFLECTED IN THESE
FINANCIAL STATEMENTS OR DESCRIBED IN THESE REPORTS;
GRANT DISCHARGE ALL THE MEMBERS OF THE MANAGEMENT
BOARD FROM ANY LIABILITIES WITH RESPECT TO THE
PERFORMANCE OF THEIR DUTIES DURING THE YEAR; HEREBY
APPROVE THE PARENT COMPANY AND CONSOLIDATED FINANCIAL
STATEMENTS AND, IN PARTICULAR, THE BALANCE SHEET,
INCOME STATEMENT AND NOTES THERETO DRAWN UP TO 31 DEC
2007 AS PRESENTED, TOGETHER WITH THE TRANSACTIONS
REFLECTED IN THESE FINANCIAL STATEMENTS OR DESCRIBED
IN THESE REPORTS, CONSEQUENTLY, SHAREHOLDERS DISCHARGE
ALL MEMBERS OF THE MANAGEMENT BOARD FROM ANY
LIABILITIES WITH RESPECT TO THE PERFORMANCE OF THEIR
DUTIES DURING THE YEAR
PROPOSAL #O.2: RATIFY, THE NET LOSS FOR THE YEAR IS ISSUER YES FOR FOR
EUR 58,857,440.66 AND THAT IT IS APPROPRIATED TO
RETAINED EARNINGS WHICH WILL ACCORDINGLY TOTAL EUR
108,511,449.32; CONSIDERING THE NEW BALANCE OF
RETAINED EARNINGS WHICH AMOUNT TO EUR 108,511,449.32
THE AMOUNT AVAILABLE FOR APPROPRIATION IS EUR
108,511,449.32 CONSIDERING THE NEW BALANCE OF RETAINED
EARNINGS WHICH AMOUNT TO EUR 108,511,449.32 THE
AMOUNT AVAILABLE FOR APPROPRIATION IS EUR
108,511,449.32 SHAREHOLDER HEREBY RATIFY THE
APPROPRIATION OF THIS AMOUNT AS FOLLOWS: TO LEGAL
RESERVE EUR 82,918.50, FOLLOWING THIS APPROPRIATION,
THE LEGAL RESERVE WILL TOTAL : EUR 6,971,015.00, TO
DIVIDEND EUR 27,884,606.80 TO RETRAINED EARNINGS EUR
80,543,924.02 DIVIDEND WILL BE 0.40 EUROS PER SHARE:
& Acirc; BEFORE WITHHOLDING OF SOCIAL CHARGES IF APPLICABLE
AND BEFORE DEDUCTION OF ANY ADVANCE ON DIVIDEND PAID
IN RESPECT OF 2007) FOR ALL SHARES HAVING RIGHT TO
DIVIDEND, RESULTING IN A TOTAL DIVIDEND OF
27,884,606.80 EUROS, ON THE BASIS OF THE NUMBER OF
SHARES AS OF 29 FEB 2008, PAID IN CASH AFTER THE
SHAREHOLDER'S MEETING. HOWEVER, THIS AMOUNT MAY BE
INCREASED (AND ACCORDINGLY, THE AMOUNT REMAINING ON
RETAINED EARNINGS DECREASED) BY A TOTAL MAXIMUM NUMBER
OF 1,807,809.60 EUROS, IN ORDER TO TAKE INTO ACCOUNT
THE TOTAL MAXIMUM NUMBER OF 4519,524 ADDITIONAL SHARES
WHICH MAY BE CREATED THROUGH DIE EXERCISE OF STOCK
SUBSCRIPTION OPTIONS, BETWEEN 1 MARCH 2008 AND THE
DATE OF DIVIDEND PAYMENT. IN APPLICATION TO ARTICLE
243 BIS OF THE FRENCH TAX CODE. THIS DIVIDEND CAN
BENEFIT, WHEN PAID TO PHYSICAL PERSONS WHO ARE TAX
RESIDENT IN FRANCE FROM A 40% TAX DEDUCTION. IN
APPLICATION TO ARTICLE 117 QUARTER OF THE FRENCH TAX
CODE, SHAREHOLDERS CAN DECIDE TO OPT, SUBJECT M
CONDITIONS, FOR THE 18% WITHHOLDING TAX, INSTEAD OF
THE NORMAL INCOME TAX. DIVIDEND WOULD THEN BE EXCLUDED
FROM THE BENEFIT OF THE 40% TAX: DEDUCTION. IF UPON
DIVIDEND PAYMENT, THE COMPANY O WTIS SOME OF ITS OWN
SHARES, THE AMOUNTS CORRESPONDING TO UNPAID DIVIDEND
FOR THESE SHARES SHALL BE ALLOCATED TO RETAINED
EARNINGS. ACCORDINGLY, SHAREHOLDERS AUTHORIZE THE
MANAGEMENT BOARD TO REVISE THE FINAL AMOUNTS OF
EFFECTIVE DISTRIBUTION, AS THE CASE MAY BE
PROPOSAL #O.3: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES FOR FOR
AGREEMENTS GOVERNED BY ARTICLES L 225-86 ET SEQ OF THE
COMMERCIAL CODE, APPROVE WITHOUT PREJUDICE OF RIGHTS
ALREADY EXISTING, THE AGREEMENT GOVERNED BY ARTICLE L
225-90-1 OF THE COMMERCIAL CODE RELATIVE TO THE TERMS
AND CONDITIONS OF IMPLEMENTATION OF A COLLECTIVE
DEFINED BENEFIT PENSION SCHEME, WITH A DEFINED
CONTRIBUTION ASPECT, WHOSE PRINCIPLE HAS BEEN APPROVED
BY THE SHAREHOLDERS IN THE PREVIOUS YEARS
PROPOSAL #O.4: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES FOR FOR
AGREEMENTS GOVERNED BY ARTICLES L 225-86 ET SEQ OF THE
COMMERCIAL CODE, APPROVE WITHOUT PREJUDICE OF RIGHTS
ALREADY EXISTING, THE AGREEMENT GOVERNED BY ARTICLE L
225-90-1 OF THE COMMERCIAL CODE RELATIVE TO THE
CALCULATION OF THE REFERENCE SALARY FOR THE INDEMNITY
DUE IN CASE OF TERMINATION WITHOUT CAUSE OF THE
MEMBERS OF THE MANAGEMENT BOARD MEMBERS, WHOSE
PRINCIPLE HAS BEEN APPROVED BY THE SHAREHOLDERS IN THE
PREVIOUS YEARS
PROPOSAL #O.5: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES AGAINST AGAINST
AGREEMENTS GOVERNED BY ARTICLES L 225.-86 ET SEQ. OF
THE COMMERCIAL CODE AND BEING INFORMED THAT MR.
BERNARD BOURIGEAUD SERVED IN THE COMPANY SINCE 1991,
HEREBY APPROVE EACH OF THE AGREEMENTS GOVERNED BY
ARTICLE L 225-90-1 OF THE COMMERCIAL CODE RELATIVE TO
THE TERMINATION OF ALL FUNCTIONS OF MR. BERNARD
BOURIGEAUD AND REFERRED TO ILL THE SPECIAL REPORT
PREPARED BY THE AUDITORS, REGARDING ONLY THE KEEPING
OF CERTAIN STOCK OPTIONS AND FREE SHARES WHOSE VESTING
PERIOD WAS NOT EXPIRED ON 31 DEC 2007
PROPOSAL #O.6: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES AGAINST AGAINST
AGREEMENTS GOVERNED BY ARTICLES L 225-86 ET SEQ. OF
THE COMMERCIAL CODE AND BEING INFORMED THAT MR.
DOMINIQUE ILLIEN SERVED IN THE COMPANY SINCE 1995,
HEREBY APPROVE EACH OF THE AGREEMENTS GOVERNED BY
ARTICLE L 225-90-1 OF THE COMMERCIAL CODE RELATIVE TO
THE TERMINATION OF ALL FUNCTIONS OF MR.DOMINIQUE
LLLIEN REFERRED TO IN THE SPECIAL REPORT PREPARED BY
THE AUDITORS, REGARDING ONLY THE KEEPING OF CERTAIN
STOCK OPTIONS WHOSE VESTING PERIOD WAS NOT EXPIRED ON
31 MAY 2007 AND THE PAYMENT OF A EUR 200,000;
INDEMNITY IN EXCHANGE FOR NON-SOLICITATION AND NON-
POACHING COMMITMENTS UNTIL 31 DEC 2008
PROPOSAL #O.7: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
ENTITLED MANAGEMENT DISCUSSION AND ANALYSIS HEREBY
AUTHORIZE THE MANAGEMENT BOARD TO TRADE IN THE
COMPANY'S SHARES, IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLES L 225-209 ET SEQ OF THE COMMERCIAL CODE AND
IN COMPLIANCE WITH THE CONDITIONS DETERMINED IN THE
REGULATIONS OF THE AUTORITE DES MARCHES FINANCIERS AND
IN THE EUROPEAN REGULATION 2273/2003 OF 22 DEC 2003
IN APPLICATION TO THE DIRECTIVE 2003/6/CE OF 28 JAN
2003, IN ORDER TO: A) GRANT OR SELL SHARES TO
EMPLOYEES OR MANAGERS OF THE COMPANY OR OF ONE OF THE
GROUP'S COMPANIES, UNDER THE CONDITIONS DEFINED BY LAW
AND REGULATIONS, NOTABLY IN COMPLIANCE WITH EMPLOYEE
PROFIT SHARING SCHEMES, SHARE SUBSCRIPTION OPTION
SCHEMES, OR FOR THE GRANT OF FREE SHARES OR SALE OF
SHARES TO EMPLOYEES; B) CANCEL ACQUIRED SHARES, IN
ACCORDANCE WITH THE TERMS OF THE AUTHORIZATION
REQUESTED FROM THE SHAREHOLDERS ON 26 MAY 2005 AND
APPROVED IN THE RESOLUTION 12 OF THE MINUTES OF THE
SAID MEETING; C) KEEP AND REMIT SHARES IN EXCHANGE OR
IN PAYMENT IN CONNECTION WITH EXTERNAL GROWTH
TRANSACTIONS, AS THE CASE MAY BE, AND AS AUTHORIZED BY
LAWS AND REGULATIONS; D) REMIT SHARES UPON THE
EXERCISE OF RIGHTS IN CONNECTION TO CONVERTIBLE
SECURITIES; E) STABILIZE THE MARKET OR THE LIQUIDITY
OF ITS SHARES THROUGH A LIQUIDITY AGREEMENT SIGNED
WITH AN INVESTMENT SERVICE PROVIDER IN COMPLIANCE WITH
A DEONTOLOGY CHARTER RECOGNIZED BY THE AUTORITE DES
MARCHES FINANCIERS; F) ALLOW THE COMPANY TO TRADE IN
THE COMPANY'S SHARES ON THE STOCK EXCHANGE MARKET OR
OTHERWISE, FOR ANY OTHER IMPLEMENTATION OF A MARKET
PRACTICE AUTHORIZED BY LAW AND REGULATIONS, EITHER NOW
OR IN THE FUTURE; SHARES MAY BE PURCHASED UP TO A
MAXIMUM OF 10% OF THE SHARE CAPITAL CALCULATED ON THE
BASIS OF THE SHARE CAPITAL EXISTING AT THE MOMENT OF
SUCH PURCHASES & Acirc; THIS PERCENTAGE BEING CONSIDERED ON
THE DATE OF PURCHASE& eth; , THIS PERCENTAGE BEING APPLIED
TO THE SHARE CAPITAL ADJUSTED, AS THE CASE MAY BE,
ACCORDING TO OPERATIONS DONE AFTER THIS SHAREHOLDER'S
MEETING, BEING UNDERSTOOD THAT, IN ACCORDANCE WITH THE
SIXTH PARAGRAPH OF ARTICLE L 225-209 OF THE
COMMERCIAL CODE, THE NUMBER OF SHARES ACQUIRED BY THE
COMPANY IN VIEW OF BEING KEPT AND REMITTED IN EXCHANGE
OR IN PAYMENT IN CONNECTION WITH A MERGER, A DEMERGER
OR A CONTRIBUTION CANNOT EXCEED 5% OF THE SHARE
CAPITAL; SHARES MAY BE PURCHASED, SOLD, TRANSFERRED OR
EXCHANGED BY ANY MEANS, ON THE MARKET OR OUTSIDE OF
THE MARKET, INCLUDING, AS THE CASE MAY BE, DERIVATIVE
INSTRUMENTS; THE SHARE OF THE BUY-BACK PROGRAM WHICH
CAN BE MADE BY BLOCKS OF SHARES CAN REACH THE FULL
AMOUNT OF THE PROGRAM; THE MAXIMUM AGGREGATE AMOUNT OF
FUNDS WHICH CAN BE USED FOR THE IMPLEMENTATION OF
THIS BUY-BACK PROGRAM MAY NOT EXCEED 10% OF THE SHARE
CAPITAL MULTIPLIED BY THE MAXIMUM PRICE PER SHARE; THE
MAXIMUM PURCHASE PRICE PER SHARE IS SET AT EUR 50
& Acirc; COSTS EXCLUDED& eth; ; SHAREHOLDERS GRANT FULL POWERS TO
THE MANAGEMENT BOARD TO ADJUST THE AFOREMENTIONED IN
CASE OF INCORPORATION OF PREMIUMS, RESERVES OR
PROFITS, LEADING TO EITHER AN INCREASE IN THE NOMINAL
VALUE
PROPOSAL #O.8: TO RENEW THE MANDATE GRANT THORNTON AS ISSUER YES FOR FOR
THE STATUTORY AUDITORS, FOR A PERIOD OF 6 YEARS, THAT
WILL TERMINATE AT THE END OF THE SHAREHOLDERS MEETING
DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2013
PROPOSAL #O.9: TO RENEW THE MANDATE OF IGEC AS DEPUTY ISSUER YES FOR FOR
STATUTORY AUDITOR FOR A DURATION OF 6 YEARS, THAT WILL
TERMINATE AT THE END OF THE SHAREHOLDERS MEETING
DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2013
PROPOSAL #O.10: TO RENEW THE MANDATE OF MR. JAN ISSUER YES FOR FOR
OOSTERVELD, MEMBER OF THE SUPERVISORY BOARD FOR A
DURATION OF 5 YEARS, THAT WILL TERMINATE AT THE END OF
THE SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS
CLOSED ON 31 DEC 2012
PROPOSAL #O.11: TO RENEW THE MANDATE OF MR. VERNON ISSUER YES FOR FOR
SANKEY, MEMBER OF THE SUPERVISORY BOARD FOR A DURATION
OF 5 YEARS, THAT WILL TERMINATE AT THE END OF THE
SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS CLOSED
ON 31 DEC 2012
PROPOSAL #O.12: TO RENEW THE MANDATE OF MR. MICHEL ISSUER YES FOR FOR
SOUBLIN, MEMBER OF THE SUPERVISORY BOARD FOR A
DURATION OF 5 YEARS, THAT WILL TERMINATE AT THE END OF
THE SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS
CLOSED ON 31 DEC 2012
PROPOSAL #O.13: TO APPOINT MR. JEAN-FRANCOIS CIRELLI ISSUER YES FOR FOR
AS A MEMBER OF THE SUPERVISORY BOARD, FOR A DURATION
OF 5 YEARS, THAT WILL TERMINATE AT THE END OF THE
SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS CLOSED
ON 31 DEC 2012
PROPOSAL #O.14: TO APPOINT MR. RENE ABATE AS A MEMBER ISSUER YES FOR FOR
OF THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS,
THAT WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #O.15: APPOINT THE SUPERVISORY BOARD LEAD TO ISSUER YES FOR FOR
A NUMBER OF SUPERVISORY BOARD MEMBERS BEYOND THE
MAXIMUM OF 12 PROVIDED BY THE BYLAWS, TO ACTUALLY
APPOINT ONLY THOSE CANDIDATES HAVING OBTAINED THE
LARGEST NUMBER OF VOTES, WITHIN THE LIMIT OF THE
MAXIMUM NUMBER OF SEATS AVAILABLE ON THE SUPERVISORY
BOARD, AS PROVIDED BY THE BYLAWS
PROPOSAL #E.16: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
AND THE SPECIAL REPORT BY STATUTORY AUDITORS, APPROVE
TO RESOLVE, IN ACCORDANCE WITH ARTICLES L 225-129 ET
SEQ. OF THE COMMERCIAL CODE AND NOTABLY ARTICLES L
225-135, L 228-92 AND L 228-93 OF THE COMMERCIAL CODE,
AS FOLLOWS: I) CONFER TO THE MANAGEMENT BOARD,
COMPETENCY TO ISSUE SHARES IN 1 OR MORE INSTALMENTS:
A) VIA THE ISSUANCE OF NEW SHARES WITH OR WITHOUT
STOCK SUBSCRIPTION WARRANTS ATTACHED, TO BE SUBSCRIBED
IN CASH OR BY OFFSETTING DEBTS, WITH OR WITHOUT
ADDITIONAL PAID-IN CAPITAL; B)VIA THE ISSUE OF
SECURITIES OTHER THAN ORDINARY SHARES, GIVING ACCESS,
DIRECTLY OR INDIRECTLY, BY CONVERSION, EXCHANGE,
REDEMPTION, EXERCISE OF WARRANT OR ANY OTHER MANNER,
TO EXISTING OR FUTURE SHARES OF THE COMMON STOCK AT
ANY MOMENT OR AT SET DATES ISSUED BY THE COMPANY OR BY
A COMPANY IN WHICH IT HOLDS DIRECTLY OR INDIRECTLY
MORE THAN HALF OF THE SHARE CAPITAL, C) VIA THE ISSUE
OF STOCK SUBSCRIPTION OR STOCK PURCHASE WARRANTS TO BE
SUBSCRIBED TO IN CASH OR DISTRIBUTED GRATUITOUSLY, IT
BEING SPECIFIED THAT SUCH WARRANTS MAY BE ISSUED
EITHER SEPARATELY OR SIMULTANEOUSLY ATTACHED TO
SECURITIES DESCRIBED ABOVE IN THE PARAGRAPH
IMMEDIATELY ABOVE, D) OR VIA THE SIMULTANEOUS
COMBINATION OF ANY OF THE AFOREMENTIONED METHODS.
RESOLVE THAT THE LIMITS OF THE AMOUNTS OF THE CAPITAL
INCREASE ARE AS FOLLOWS: THE NOMINAL MAXIMUM AMOUNT OF
SHARES THAT MAY BE ISSUED EITHER IMMEDIATELY OR IN
THE FUTURE IS EUR 10,456,728 THIS AMOUNT BEING
INCLUDED IN THE AMOUNTS DEFINED BY THE SHAREHOLDERS IN
THE 7TH RESOLUTION OF 23 MAY 2007 TO THIS MAXIMUM
AMOUNT, SHALL BE ADDED THE NOMINAL AMOUNT OF THE
ADDITIONAL CAPITAL INCREASES IN COMMON STOCK MADE
NECESSARY FOR THE PRESERVATION OF THE RIGHTS OF
HOLDERS OF SECURITIES OR WARRANTS GIVING RIGHT,
IRRESPECTIVE OF THE MANNER, TO AN ALLOCATION OF COMMON
STOCK OF THE COMPANY. RESOLVE TO SET THE NOMINAL
MAXIMUM AMOUNT OF SECURITIES REPRESENTING RECEIVABLE
ON THE COMPANY THAT MAY BE ISSUED TO EUR 100 MILLION.
II) RESOLVE THAT CAPITAL INCREASES MAY BE IN
REMUNERATION OF SECURITIES THAT WOULD BE CONTRIBUTED
TO THE COMPANY AS A RESULT OF A PUBLIC OFFER WITH
EXCHANGE OF SHARES IN COMPLIANCE WITH CONDITIONS
DEFINED BY ARTICLE L 225-148 OF THE COMMERCIAL CODE
III) RESOLVE TO CANCEL SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT TO SECURITIES TO BE ISSUED PURSUANT
TO THE DELEGATION GRANTED IN PARAGRAPH I ABOVE. IT IS
SPECIFIED THAT THE ISSUES REFERRED TO AT PARAGRAPH 1
ABOVE MAY, IF THE NEED RISES BE PERFORMED, TOTALLY OR
PARTIALLY ON THE INTERNATIONAL MARKET. FOR ISSUES
PREFORMED ON THE FRENCH MARKET, THE MANAGEMENT BOARD,
SUBJECT TO THE PRIOR APPROVAL BY THE SUPERVISORY
BOARD, MAY GRANT SHAREHOLDERS, IN ACCORDANCE TO THE
TERMS AND CONDITIONS WHICH IT SHALL SET, A TIME PERIOD
& Acirc; WHICH CANNOT BE LESS THAN THE DURATION SET BY
DECREE& eth; DURING WHICH THEY SHALL HAVE PRIORITY FOR
SUBSCRIBING TO THE SHARES, SECURITIES AND SUBSCRIPTION
WARRANTS ISSUED WITHOUT GIVING RISE TO THE CREATION
OF NEGOTIABLE AND TRANSFERABLE RIGHTS. THE SHARES,
SECURITIES AND WARRANTS NOT SUBSCRIBED TO AT THE
PROPOSAL #E.17: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
AND STATUTORY AUDITORS, SPECIAL REPORT HEREBY RESOLVE,
TO CONFER ON THE MANAGEMENT BOARD, PURSUANT TO
ARTICLES L225-138-1 AND L 225-129-6 OF THE COMMERCIAL
CODE AND ARTICLES L 443-1 ET SEQ OF THE LABOUR CODE,
FULL POWERS TO ISSUE THE SHARE CAPITAL IN ONE OR MORE
INSTALMENTS AND, ACCORDING TO ITS OWN DECISIONS, UP TO
A MAXIMUM NOMINAL AMOUNT OF 6% OF THE ISSUED SHARE
CAPITAL AS OF THE DATE OF THIS MEETING , VIA THE
ISSUANCE OF NEW SHARES, TO BE SUBSCRIBED IN CASH OR
OTHER SECURITIES GIVING ACCESS TO CAPITAL, UNDER THE
TERMS AND CONDITIONS SET BY LAW, EXCLUSIVELY TO PEOPLE
ADHERING TO A SAVINGS PLAN, WHETHER A GROUP SAVINGS
PLAN OR OTHERWISE; THE BENEFICIARIES OF THE CAPITAL
INCREASES AUTHORIZED BY THIS RESOLUTION WILL BE
MEMBERS OF THE ATOS ORIGIN EMPLOYEE SAVINGS PLAN OR OF
THE EMPLOYEE SAVINGS PLANS OF RELATED ENTITIES IN THE
SENSE OF ARTICLE L 225-180 OF THE COMMERCIAL CODE AND
ARTICLE L 444-3 OF THE LABOUR CODE; BENEFICIARIES
WILL ALSO MEET THE CONDITIONS THAT MAY BE DECIDED BY
THE MANAGEMENT BOARD; DECIDE THAT, IN ACCORDANCE WITH
ARTICLE L 443-5 OF THE LABOUR CODE, THE DISCOUNT WILL
BE 20% BELOW THE AVERAGE OPENING LIST PRICES OF THE
COMPANY'S SHARE ON THE EUROLIST MARKET OF EURONEXT
DURING THE LAST 20 STOCK EXCHANGE DAYS PRECEDING THE
DATE OF THE DECISION SETTING THE BEGINNING OF THE
SUBSCRIPTION PERIODS. HOWEVER, SHAREHOLDERS EXPRESSLY
AUTHORIZE THE MANAGEMENT BOARD AT ITS SOLE DISCRETION,
TO REDUCE THIS DISCOUNT WITHIN THE ABOVE-DEFINED
LIMITS, IN ORDER TO TAKE INTO ACCOUNT, AS THE CASE MAY
BE, THE LEGAL, ACCOUNTING, TAX AND SOCIAL REGIMES
THAT APPLY LOCALLY; SHAREHOLDERS ALSO AUTHORIZE THE
MANAGEMENT BOARD TO GRANT GRATUITOUSLY, SHARES OR
OTHER SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF
THE COMPANY, BEING UNDERSTOOD THAT THE TOTAL
ADVANTAGE RESULTING FROM THIS GRANT, EITHER THROUGH A
BENEFIT & Acirc; ABONDEMENT& eth; OR AS THE CASE MAY BE THROUGH A
DISCOUNT & Acirc; DECOTE& eth; , CANNOT EXCEED THE LIMITS DEFINED IN
LAW AND REGULATIONS; DECIDE TO WAIVE THE PREFERENTIAL
SUBSCRIPTION RIGHTS OF SHAREHOLDERS IN FAVOUR OF
THOSE HOLDING SECURITIES THAT WOULD BE ISSUED AS PER
THIS RESOLUTION; THE MANAGEMENT BOARD HAS ALL POWERS,
WITH AUTHORITY TO DELEGATE OR SUB-DELEGATE UNDER THE
LEGAL RULES APPLYING, SUBJECT TO THE PRIOR APPROVAL OF
THE SUPERVISORY BOARD, IN ORDER TO IMPLEMENT THIS
AUTHORIZATION, OR TO ABSTAIN THERE FROM, WITHIN THE
LIMITS AND CONDITIONS DEFINED ABOVE, AND ESPECIALLY IN
ORDER TO AS SPECIFIED; & Acirc; AUTHORITY EXPIRES AFTER A
PERIOD OF 26 MONTHS FROM THE DATE OF THIS MEETING& eth; ; IF
THIS RESOLUTION IS APPROVED BY SHAREHOLDERS, IT WILL
REPLACE AND SUPERSEDE THE EARLIER DELEGATION GRANTED
BY THE 10TH RESOLUTION TO THE AGM OF 23 MAY 2007
PROPOSAL #E.18: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, EXTRACT OR COPY OF THE MINUTES OF THIS
SHAREHOLDERS MEETING TO CARRY OUT THE NECESSARY
FORMALITIES IN RELATION TO FILING, DECLARATIONS OR
PUBLICATION
PROPOSAL #A.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPOINT MR. BENOIT D ANGELIN AS A MEMBER FO
THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS,
THAT WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #B.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPOINT MR. BEHDAD ALIZADEHAS A MEMBER FO
THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS, THAT
WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #C.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPOINT MRS. COLETTE NEUVILLE AS A MEMBER FO
THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS,
THAT WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #D.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPOINT MR. BERNARD BOURIGEAUD AS A MEMBER
FO THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS,
THAT WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #E.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPOINT MR. MICHEL COMBES AS A MEMBER FO THE
SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS, THAT
WILL TERMINATE AT THE END OF THE SHAREHOLDERS MEETING
DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #F.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO REMOVE MR. DIDIER CHERPITEL AS A
MEMBER OF THE SUPERVISORY BOARD, WITH IMMEDIATE EFFECT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ATOS ORIGIN, PARIS-LA DEFENSE
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/12/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
& Acirc; OPERATIONAL REVIEW AND FINANCIAL REVIEW& eth; ON GROUP AND
COMPANY ACTIVITIES AND THE FINANCIAL STATEMENTS FOR
THE FY 2007, THE REPORT OF THE CHAIRMAN OF THE
SUPERVISORY BOARD AND THE SUPERVISORY BOARD'S
OBSERVATIONS, THE PARENT COMPANY AND GROUP
CONSOLIDATED FINANCIAL STATEMENTS, AND THE STATUTORY
AUDITORS GENERAL REPORT ON THE PERFORMANCE OF THEIR
ASSIGNMENT DURING THE YEAR, APPROVE THE PARENT COMPANY
AND CONSOLIDATED FINANCIAL STATEMENTS AND, IN
PARTICULAR, THE BALANCE SHEET, INCOME STATEMENT AND
NOTES THERETO DRAWN UP TO 31 DEC 2007, AS PRESENTED,
TOGETHER WITH THE TRANSACTIONS REFLECTED IN THESE
FINANCIAL STATEMENTS OR DESCRIBED IN THESE REPORTS;
GRANT DISCHARGE ALL THE MEMBERS OF THE MANAGEMENT
BOARD FROM ANY LIABILITIES WITH RESPECT TO THE
PERFORMANCE OF THEIR DUTIES DURING THE YEAR; HEREBY
APPROVE THE PARENT COMPANY AND CONSOLIDATED FINANCIAL
STATEMENTS AND, IN PARTICULAR, THE BALANCE SHEET,
INCOME STATEMENT AND NOTES THERETO DRAWN UP TO 31 DEC
2007 AS PRESENTED, TOGETHER WITH THE TRANSACTIONS
REFLECTED IN THESE FINANCIAL STATEMENTS OR DESCRIBED
IN THESE REPORTS, CONSEQUENTLY, SHAREHOLDERS DISCHARGE
ALL MEMBERS OF THE MANAGEMENT BOARD FROM ANY
LIABILITIES WITH RESPECT TO THE PERFORMANCE OF THEIR
DUTIES DURING THE YEAR
PROPOSAL #O.2: RATIFY, THE NET LOSS FOR THE YEAR IS ISSUER YES FOR FOR
EUR 58,857,440.66 AND THAT IT IS APPROPRIATED TO
RETAINED EARNINGS WHICH WILL ACCORDINGLY TOTAL EUR
108,511,449.32; CONSIDERING THE NEW BALANCE OF
RETAINED EARNINGS WHICH AMOUNT TO EUR 108,511,449.32
THE AMOUNT AVAILABLE FOR APPROPRIATION IS EUR
108,511,449.32 CONSIDERING THE NEW BALANCE OF RETAINED
EARNINGS WHICH AMOUNT TO EUR 108,511,449.32 THE
AMOUNT AVAILABLE FOR APPROPRIATION IS EUR
108,511,449.32 SHAREHOLDER HEREBY RATIFY THE
APPROPRIATION OF THIS AMOUNT AS FOLLOWS: TO LEGAL
RESERVE EUR 82,918.50, FOLLOWING THIS APPROPRIATION,
THE LEGAL RESERVE WILL TOTAL : EUR 6,971,015.00, TO
DIVIDEND EUR 27,884,606.80 TO RETRAINED EARNINGS EUR
80,543,924.02 DIVIDEND WILL BE 0.40 EUROS PER SHARE:
& Acirc; BEFORE WITHHOLDING OF SOCIAL CHARGES IF APPLICABLE
AND BEFORE DEDUCTION OF ANY ADVANCE ON DIVIDEND PAID
IN RESPECT OF 2007) FOR ALL SHARES HAVING RIGHT TO
DIVIDEND, RESULTING IN A TOTAL DIVIDEND OF
27,884,606.80 EUROS, ON THE BASIS OF THE NUMBER OF
SHARES AS OF 29 FEB 2008, PAID IN CASH AFTER THE
SHAREHOLDER'S MEETING. HOWEVER, THIS AMOUNT MAY BE
INCREASED (AND ACCORDINGLY, THE AMOUNT REMAINING ON
RETAINED EARNINGS DECREASED) BY A TOTAL MAXIMUM NUMBER
OF 1,807,809.60 EUROS, IN ORDER TO TAKE INTO ACCOUNT
THE TOTAL MAXIMUM NUMBER OF 4519,524 ADDITIONAL SHARES
WHICH MAY BE CREATED THROUGH DIE EXERCISE OF STOCK
SUBSCRIPTION OPTIONS, BETWEEN 1 MARCH 2008 AND THE
DATE OF DIVIDEND PAYMENT. IN APPLICATION TO ARTICLE
243 BIS OF THE FRENCH TAX CODE. THIS DIVIDEND CAN
BENEFIT, WHEN PAID TO PHYSICAL PERSONS WHO ARE TAX
RESIDENT IN FRANCE FROM A 40% TAX DEDUCTION. IN
APPLICATION TO ARTICLE 117 QUARTER OF THE FRENCH TAX
CODE, SHAREHOLDERS CAN DECIDE TO OPT, SUBJECT M
CONDITIONS, FOR THE 18% WITHHOLDING TAX, INSTEAD OF
THE NORMAL INCOME TAX. DIVIDEND WOULD THEN BE EXCLUDED
FROM THE BENEFIT OF THE 40% TAX: DEDUCTION. IF UPON
DIVIDEND PAYMENT, THE COMPANY O WTIS SOME OF ITS OWN
SHARES, THE AMOUNTS CORRESPONDING TO UNPAID DIVIDEND
FOR THESE SHARES SHALL BE ALLOCATED TO RETAINED
EARNINGS. ACCORDINGLY, SHAREHOLDERS AUTHORIZE THE
MANAGEMENT BOARD TO REVISE THE FINAL AMOUNTS OF
EFFECTIVE DISTRIBUTION, AS THE CASE MAY BE
PROPOSAL #O.3: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES FOR FOR
AGREEMENTS GOVERNED BY ARTICLES L 225-86 ET SEQ OF THE
COMMERCIAL CODE, APPROVE WITHOUT PREJUDICE OF RIGHTS
ALREADY EXISTING, THE AGREEMENT GOVERNED BY ARTICLE L
225-90-1 OF THE COMMERCIAL CODE RELATIVE TO THE TERMS
AND CONDITIONS OF IMPLEMENTATION OF A COLLECTIVE
DEFINED BENEFIT PENSION SCHEME, WITH A DEFINED
CONTRIBUTION ASPECT, WHOSE PRINCIPLE HAS BEEN APPROVED
BY THE SHAREHOLDERS IN THE PREVIOUS YEARS
PROPOSAL #O.4: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES FOR FOR
AGREEMENTS GOVERNED BY ARTICLES L 225-86 ET SEQ OF THE
COMMERCIAL CODE, APPROVE WITHOUT PREJUDICE OF RIGHTS
ALREADY EXISTING, THE AGREEMENT GOVERNED BY ARTICLE L
225-90-1 OF THE COMMERCIAL CODE RELATIVE TO THE
CALCULATION OF THE REFERENCE SALARY FOR THE INDEMNITY
DUE IN CASE OF TERMINATION WITHOUT CAUSE OF THE
MEMBERS OF THE MANAGEMENT BOARD MEMBERS, WHOSE
PRINCIPLE HAS BEEN APPROVED BY THE SHAREHOLDERS IN THE
PREVIOUS YEARS
PROPOSAL #O.5: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES AGAINST AGAINST
AGREEMENTS GOVERNED BY ARTICLES L 225.-86 ET SEQ. OF
THE COMMERCIAL CODE AND BEING INFORMED THAT MR.
BERNARD BOURIGEAUD SERVED IN THE COMPANY SINCE 1991,
HEREBY APPROVE EACH OF THE AGREEMENTS GOVERNED BY
ARTICLE L 225-90-1 OF THE COMMERCIAL CODE RELATIVE TO
THE TERMINATION OF ALL FUNCTIONS OF MR. BERNARD
BOURIGEAUD AND REFERRED TO ILL THE SPECIAL REPORT
PREPARED BY THE AUDITORS, REGARDING ONLY THE KEEPING
OF CERTAIN STOCK OPTIONS AND FREE SHARES WHOSE VESTING
PERIOD WAS NOT EXPIRED ON 31 DEC 2007
PROPOSAL #O.6: REVIEW THE AUDITORS SPECIAL REPORT ON ISSUER YES AGAINST AGAINST
AGREEMENTS GOVERNED BY ARTICLES L 225-86 ET SEQ. OF
THE COMMERCIAL CODE AND BEING INFORMED THAT MR.
DOMINIQUE ILLIEN SERVED IN THE COMPANY SINCE 1995,
HEREBY APPROVE EACH OF THE AGREEMENTS GOVERNED BY
ARTICLE L 225-90-1 OF THE COMMERCIAL CODE RELATIVE TO
THE TERMINATION OF ALL FUNCTIONS OF MR.DOMINIQUE
LLLIEN REFERRED TO IN THE SPECIAL REPORT PREPARED BY
THE AUDITORS, REGARDING ONLY THE KEEPING OF CERTAIN
STOCK OPTIONS WHOSE VESTING PERIOD WAS NOT EXPIRED ON
31 MAY 2007 AND THE PAYMENT OF A EUR 200,000;
INDEMNITY IN EXCHANGE FOR NON-SOLICITATION AND NON-
POACHING COMMITMENTS UNTIL 31 DEC 2008
PROPOSAL #O.7: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
ENTITLED MANAGEMENT DISCUSSION AND ANALYSIS HEREBY
AUTHORIZE THE MANAGEMENT BOARD TO TRADE IN THE
COMPANY'S SHARES, IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLES L 225-209 ET SEQ OF THE COMMERCIAL CODE AND
IN COMPLIANCE WITH THE CONDITIONS DETERMINED IN THE
REGULATIONS OF THE AUTORITE DES MARCHES FINANCIERS AND
IN THE EUROPEAN REGULATION 2273/2003 OF 22 DEC 2003
IN APPLICATION TO THE DIRECTIVE 2003/6/CE OF 28 JAN
2003, IN ORDER TO: A) GRANT OR SELL SHARES TO
EMPLOYEES OR MANAGERS OF THE COMPANY OR OF ONE OF THE
GROUP'S COMPANIES, UNDER THE CONDITIONS DEFINED BY LAW
AND REGULATIONS, NOTABLY IN COMPLIANCE WITH EMPLOYEE
PROFIT SHARING SCHEMES, SHARE SUBSCRIPTION OPTION
SCHEMES, OR FOR THE GRANT OF FREE SHARES OR SALE OF
SHARES TO EMPLOYEES; B) CANCEL ACQUIRED SHARES, IN
ACCORDANCE WITH THE TERMS OF THE AUTHORIZATION
REQUESTED FROM THE SHAREHOLDERS ON 26 MAY 2005 AND
APPROVED IN THE RESOLUTION 12 OF THE MINUTES OF THE
SAID MEETING; C) KEEP AND REMIT SHARES IN EXCHANGE OR
IN PAYMENT IN CONNECTION WITH EXTERNAL GROWTH
TRANSACTIONS, AS THE CASE MAY BE, AND AS AUTHORIZED BY
LAWS AND REGULATIONS; D) REMIT SHARES UPON THE
EXERCISE OF RIGHTS IN CONNECTION TO CONVERTIBLE
SECURITIES; E) STABILIZE THE MARKET OR THE LIQUIDITY
OF ITS SHARES THROUGH A LIQUIDITY AGREEMENT SIGNED
WITH AN INVESTMENT SERVICE PROVIDER IN COMPLIANCE WITH
A DEONTOLOGY CHARTER RECOGNIZED BY THE AUTORITE DES
MARCHES FINANCIERS; F) ALLOW THE COMPANY TO TRADE IN
THE COMPANY'S SHARES ON THE STOCK EXCHANGE MARKET OR
OTHERWISE, FOR ANY OTHER IMPLEMENTATION OF A MARKET
PRACTICE AUTHORIZED BY LAW AND REGULATIONS, EITHER NOW
OR IN THE FUTURE; SHARES MAY BE PURCHASED UP TO A
MAXIMUM OF 10% OF THE SHARE CAPITAL CALCULATED ON THE
BASIS OF THE SHARE CAPITAL EXISTING AT THE MOMENT OF
SUCH PURCHASES & Acirc; THIS PERCENTAGE BEING CONSIDERED ON
THE DATE OF PURCHASE& eth; , THIS PERCENTAGE BEING APPLIED
TO THE SHARE CAPITAL ADJUSTED, AS THE CASE MAY BE,
ACCORDING TO OPERATIONS DONE AFTER THIS SHAREHOLDER'S
MEETING, BEING UNDERSTOOD THAT, IN ACCORDANCE WITH THE
SIXTH PARAGRAPH OF ARTICLE L 225-209 OF THE
COMMERCIAL CODE, THE NUMBER OF SHARES ACQUIRED BY THE
COMPANY IN VIEW OF BEING KEPT AND REMITTED IN EXCHANGE
OR IN PAYMENT IN CONNECTION WITH A MERGER, A DEMERGER
OR A CONTRIBUTION CANNOT EXCEED 5% OF THE SHARE
CAPITAL; SHARES MAY BE PURCHASED, SOLD, TRANSFERRED OR
EXCHANGED BY ANY MEANS, ON THE MARKET OR OUTSIDE OF
THE MARKET, INCLUDING, AS THE CASE MAY BE, DERIVATIVE
INSTRUMENTS; THE SHARE OF THE BUY-BACK PROGRAM WHICH
CAN BE MADE BY BLOCKS OF SHARES CAN REACH THE FULL
AMOUNT OF THE PROGRAM; THE MAXIMUM AGGREGATE AMOUNT OF
FUNDS WHICH CAN BE USED FOR THE IMPLEMENTATION OF
THIS BUY-BACK PROGRAM MAY NOT EXCEED 10% OF THE SHARE
CAPITAL MULTIPLIED BY THE MAXIMUM PRICE PER SHARE; THE
MAXIMUM PURCHASE PRICE PER SHARE IS SET AT EUR 50
& Acirc; COSTS EXCLUDED& eth; ; SHAREHOLDERS GRANT FULL POWERS TO
THE MANAGEMENT BOARD TO ADJUST THE AFOREMENTIONED IN
CASE OF INCORPORATION OF PREMIUMS, RESERVES OR
PROFITS, LEADING TO EITHER AN INCREASE IN THE NOMINAL
VALUE
PROPOSAL #O.8: TO RENEW THE MANDATE GRANT THORNTON AS ISSUER YES FOR FOR
THE STATUTORY AUDITORS, FOR A PERIOD OF 6 YEARS, THAT
WILL TERMINATE AT THE END OF THE SHAREHOLDERS MEETING
DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2013
PROPOSAL #O.9: TO RENEW THE MANDATE OF IGEC AS DEPUTY ISSUER YES FOR FOR
STATUTORY AUDITOR FOR A DURATION OF 6 YEARS, THAT WILL
TERMINATE AT THE END OF THE SHAREHOLDERS MEETING
DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2013
PROPOSAL #O.10: TO RENEW THE MANDATE OF MR. JAN ISSUER NO N/A N/A
OOSTERVELD, MEMBER OF THE SUPERVISORY BOARD FOR A
DURATION OF 5 YEARS, THAT WILL TERMINATE AT THE END OF
THE SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS
CLOSED ON 31 DEC 2012
PROPOSAL #O.11: TO RENEW THE MANDATE OF MR. VERNON ISSUER YES FOR FOR
SANKEY, MEMBER OF THE SUPERVISORY BOARD FOR A DURATION
OF 5 YEARS, THAT WILL TERMINATE AT THE END OF THE
SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS CLOSED
ON 31 DEC 2012
PROPOSAL #O.12: TO RENEW THE MANDATE OF MR. MICHEL ISSUER YES FOR FOR
SOUBLIN, MEMBER OF THE SUPERVISORY BOARD FOR A
DURATION OF 5 YEARS, THAT WILL TERMINATE AT THE END OF
THE SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS
CLOSED ON 31 DEC 2012
PROPOSAL #O.13: TO APPOINT MR. JEAN-FRANCOIS CIRELLI ISSUER YES FOR FOR
AS A MEMBER OF THE SUPERVISORY BOARD, FOR A DURATION
OF 5 YEARS, THAT WILL TERMINATE AT THE END OF THE
SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS CLOSED
ON 31 DEC 2012
PROPOSAL #O.14: TO APPOINT MR. RENE ABATE AS A MEMBER ISSUER YES FOR FOR
OF THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS,
THAT WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #O.15: APPOINT THE SUPERVISORY BOARD LEAD TO ISSUER YES FOR FOR
A NUMBER OF SUPERVISORY BOARD MEMBERS BEYOND THE
MAXIMUM OF 12 PROVIDED BY THE BYLAWS, TO ACTUALLY
APPOINT ONLY THOSE CANDIDATES HAVING OBTAINED THE
LARGEST NUMBER OF VOTES, WITHIN THE LIMIT OF THE
MAXIMUM NUMBER OF SEATS AVAILABLE ON THE SUPERVISORY
BOARD, AS PROVIDED BY THE BYLAWS
PROPOSAL #E.16: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
AND THE SPECIAL REPORT BY STATUTORY AUDITORS, APPROVE
TO RESOLVE, IN ACCORDANCE WITH ARTICLES L 225-129 ET
SEQ. OF THE COMMERCIAL CODE AND NOTABLY ARTICLES L
225-135, L 228-92 AND L 228-93 OF THE COMMERCIAL CODE,
AS FOLLOWS: I) CONFER TO THE MANAGEMENT BOARD,
COMPETENCY TO ISSUE SHARES IN 1 OR MORE INSTALMENTS:
A) VIA THE ISSUANCE OF NEW SHARES WITH OR WITHOUT
STOCK SUBSCRIPTION WARRANTS ATTACHED, TO BE SUBSCRIBED
IN CASH OR BY OFFSETTING DEBTS, WITH OR WITHOUT
ADDITIONAL PAID-IN CAPITAL; B)VIA THE ISSUE OF
SECURITIES OTHER THAN ORDINARY SHARES, GIVING ACCESS,
DIRECTLY OR INDIRECTLY, BY CONVERSION, EXCHANGE,
REDEMPTION, EXERCISE OF WARRANT OR ANY OTHER MANNER,
TO EXISTING OR FUTURE SHARES OF THE COMMON STOCK AT
ANY MOMENT OR AT SET DATES ISSUED BY THE COMPANY OR BY
A COMPANY IN WHICH IT HOLDS DIRECTLY OR INDIRECTLY
MORE THAN HALF OF THE SHARE CAPITAL, C) VIA THE ISSUE
OF STOCK SUBSCRIPTION OR STOCK PURCHASE WARRANTS TO BE
SUBSCRIBED TO IN CASH OR DISTRIBUTED GRATUITOUSLY, IT
BEING SPECIFIED THAT SUCH WARRANTS MAY BE ISSUED
EITHER SEPARATELY OR SIMULTANEOUSLY ATTACHED TO
SECURITIES DESCRIBED ABOVE IN THE PARAGRAPH
IMMEDIATELY ABOVE, D) OR VIA THE SIMULTANEOUS
COMBINATION OF ANY OF THE AFOREMENTIONED METHODS.
RESOLVE THAT THE LIMITS OF THE AMOUNTS OF THE CAPITAL
INCREASE ARE AS FOLLOWS: THE NOMINAL MAXIMUM AMOUNT OF
SHARES THAT MAY BE ISSUED EITHER IMMEDIATELY OR IN
THE FUTURE IS EUR 10,456,728 THIS AMOUNT BEING
INCLUDED IN THE AMOUNTS DEFINED BY THE SHAREHOLDERS IN
THE 7TH RESOLUTION OF 23 MAY 2007 TO THIS MAXIMUM
AMOUNT, SHALL BE ADDED THE NOMINAL AMOUNT OF THE
ADDITIONAL CAPITAL INCREASES IN COMMON STOCK MADE
NECESSARY FOR THE PRESERVATION OF THE RIGHTS OF
HOLDERS OF SECURITIES OR WARRANTS GIVING RIGHT,
IRRESPECTIVE OF THE MANNER, TO AN ALLOCATION OF COMMON
STOCK OF THE COMPANY. RESOLVE TO SET THE NOMINAL
MAXIMUM AMOUNT OF SECURITIES REPRESENTING RECEIVABLE
ON THE COMPANY THAT MAY BE ISSUED TO EUR 100 MILLION.
II) RESOLVE THAT CAPITAL INCREASES MAY BE IN
REMUNERATION OF SECURITIES THAT WOULD BE CONTRIBUTED
TO THE COMPANY AS A RESULT OF A PUBLIC OFFER WITH
EXCHANGE OF SHARES IN COMPLIANCE WITH CONDITIONS
DEFINED BY ARTICLE L 225-148 OF THE COMMERCIAL CODE
III) RESOLVE TO CANCEL SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT TO SECURITIES TO BE ISSUED PURSUANT
TO THE DELEGATION GRANTED IN PARAGRAPH I ABOVE. IT IS
SPECIFIED THAT THE ISSUES REFERRED TO AT PARAGRAPH 1
ABOVE MAY, IF THE NEED RISES BE PERFORMED, TOTALLY OR
PARTIALLY ON THE INTERNATIONAL MARKET. FOR ISSUES
PREFORMED ON THE FRENCH MARKET, THE MANAGEMENT BOARD,
SUBJECT TO THE PRIOR APPROVAL BY THE SUPERVISORY
BOARD, MAY GRANT SHAREHOLDERS, IN ACCORDANCE TO THE
TERMS AND CONDITIONS WHICH IT SHALL SET, A TIME PERIOD
& Acirc; WHICH CANNOT BE LESS THAN THE DURATION SET BY
DECREE& eth; DURING WHICH THEY SHALL HAVE PRIORITY FOR
SUBSCRIBING TO THE SHARES, SECURITIES AND SUBSCRIPTION
WARRANTS ISSUED WITHOUT GIVING RISE TO THE CREATION
OF NEGOTIABLE AND TRANSFERABLE RIGHTS. THE SHARES,
SECURITIES AND WARRANTS NOT SUBSCRIBED TO AT THE
PROPOSAL #E.17: REVIEW THE MANAGEMENT BOARD'S REPORT ISSUER YES FOR FOR
AND STATUTORY AUDITORS, SPECIAL REPORT HEREBY RESOLVE,
TO CONFER ON THE MANAGEMENT BOARD, PURSUANT TO
ARTICLES L225-138-1 AND L 225-129-6 OF THE COMMERCIAL
CODE AND ARTICLES L 443-1 ET SEQ OF THE LABOUR CODE,
FULL POWERS TO ISSUE THE SHARE CAPITAL IN ONE OR MORE
INSTALMENTS AND, ACCORDING TO ITS OWN DECISIONS, UP TO
A MAXIMUM NOMINAL AMOUNT OF 6% OF THE ISSUED SHARE
CAPITAL AS OF THE DATE OF THIS MEETING , VIA THE
ISSUANCE OF NEW SHARES, TO BE SUBSCRIBED IN CASH OR
OTHER SECURITIES GIVING ACCESS TO CAPITAL, UNDER THE
TERMS AND CONDITIONS SET BY LAW, EXCLUSIVELY TO PEOPLE
ADHERING TO A SAVINGS PLAN, WHETHER A GROUP SAVINGS
PLAN OR OTHERWISE; THE BENEFICIARIES OF THE CAPITAL
INCREASES AUTHORIZED BY THIS RESOLUTION WILL BE
MEMBERS OF THE ATOS ORIGIN EMPLOYEE SAVINGS PLAN OR OF
THE EMPLOYEE SAVINGS PLANS OF RELATED ENTITIES IN THE
SENSE OF ARTICLE L 225-180 OF THE COMMERCIAL CODE AND
ARTICLE L 444-3 OF THE LABOUR CODE; BENEFICIARIES
WILL ALSO MEET THE CONDITIONS THAT MAY BE DECIDED BY
THE MANAGEMENT BOARD; DECIDE THAT, IN ACCORDANCE WITH
ARTICLE L 443-5 OF THE LABOUR CODE, THE DISCOUNT WILL
BE 20% BELOW THE AVERAGE OPENING LIST PRICES OF THE
COMPANY'S SHARE ON THE EUROLIST MARKET OF EURONEXT
DURING THE LAST 20 STOCK EXCHANGE DAYS PRECEDING THE
DATE OF THE DECISION SETTING THE BEGINNING OF THE
SUBSCRIPTION PERIODS. HOWEVER, SHAREHOLDERS EXPRESSLY
AUTHORIZE THE MANAGEMENT BOARD AT ITS SOLE DISCRETION,
TO REDUCE THIS DISCOUNT WITHIN THE ABOVE-DEFINED
LIMITS, IN ORDER TO TAKE INTO ACCOUNT, AS THE CASE MAY
BE, THE LEGAL, ACCOUNTING, TAX AND SOCIAL REGIMES
THAT APPLY LOCALLY; SHAREHOLDERS ALSO AUTHORIZE THE
MANAGEMENT BOARD TO GRANT GRATUITOUSLY, SHARES OR
OTHER SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF
THE COMPANY, BEING UNDERSTOOD THAT THE TOTAL
ADVANTAGE RESULTING FROM THIS GRANT, EITHER THROUGH A
BENEFIT & Acirc; ABONDEMENT& eth; OR AS THE CASE MAY BE THROUGH A
DISCOUNT & Acirc; DECOTE& eth; , CANNOT EXCEED THE LIMITS DEFINED IN
LAW AND REGULATIONS; DECIDE TO WAIVE THE PREFERENTIAL
SUBSCRIPTION RIGHTS OF SHAREHOLDERS IN FAVOUR OF
THOSE HOLDING SECURITIES THAT WOULD BE ISSUED AS PER
THIS RESOLUTION; THE MANAGEMENT BOARD HAS ALL POWERS,
WITH AUTHORITY TO DELEGATE OR SUB-DELEGATE UNDER THE
LEGAL RULES APPLYING, SUBJECT TO THE PRIOR APPROVAL OF
THE SUPERVISORY BOARD, IN ORDER TO IMPLEMENT THIS
AUTHORIZATION, OR TO ABSTAIN THERE FROM, WITHIN THE
LIMITS AND CONDITIONS DEFINED ABOVE, AND ESPECIALLY IN
ORDER TO AS SPECIFIED; & Acirc; AUTHORITY EXPIRES AFTER A
PERIOD OF 26 MONTHS FROM THE DATE OF THIS MEETING& eth; ; IF
THIS RESOLUTION IS APPROVED BY SHAREHOLDERS, IT WILL
REPLACE AND SUPERSEDE THE EARLIER DELEGATION GRANTED
BY THE 10TH RESOLUTION TO THE AGM OF 23 MAY 2007
PROPOSAL #E.18: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, EXTRACT OR COPY OF THE MINUTES OF THIS
SHAREHOLDERS MEETING TO CARRY OUT THE NECESSARY
FORMALITIES IN RELATION TO FILING, DECLARATIONS OR
PUBLICATION
PROPOSAL #A.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR AGAINST
PROPOSAL: APPOINT MR. BENOIT D ANGELIN AS A MEMBER FO
THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS,
THAT WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #B.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR AGAINST
PROPOSAL: APPOINT MR. BEHDAD ALIZADEHAS A MEMBER FO
THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS, THAT
WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #C.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR AGAINST
PROPOSAL: APPOINT MRS. COLETTE NEUVILLE AS A MEMBER FO
THE SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS,
THAT WILL TERMINATE AT THE END OF THE SHAREHOLDERS
MEETING DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #D.: TO APPOINT MR. BERNARD BOURIGEAUD AS A ISSUER NO N/A N/A
MEMBER FO THE SUPERVISORY BOARD, FOR ADURATION OF 5
YEARS, THAT WILL TERMINATE AT THE END OF THE
SHAREHOLDERS MEETING DECIDING ON THE ACCOUNTS CLOSED
ON 31 DEC 2012
PROPOSAL #E.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR AGAINST
PROPOSAL: APPOINT MR. MICHEL COMBES AS A MEMBER FO THE
SUPERVISORY BOARD, FOR A DURATION OF 5 YEARS, THAT
WILL TERMINATE AT THE END OF THE SHAREHOLDERS MEETING
DECIDING ON THE ACCOUNTS CLOSED ON 31 DEC 2012
PROPOSAL #F.: TO APPROVE TO REMOVE MR. DIDIER ISSUER NO N/A N/A
CHERPITEL AS A MEMBER OF THE SUPERVISORY BOARD, WITH
IMMEDIATE EFFECT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AU OPTRONICS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: 2007 BUSINESS REPORT. ISSUER NO N/A N/A
PROPOSAL #1.2: AUDIT COMMITTEES REPORT. ISSUER NO N/A N/A
PROPOSAL #1.3: REPORT OF INDIRECT INVESTMENTS IN CHINA ISSUER NO N/A N/A
IN 2007.
PROPOSAL #1.4: REPORT OF THE REVISIONS TO THE RULES ISSUER NO N/A N/A
FOR MEETINGS OF THE BOARD OF DIRECTORS.
PROPOSAL #2.1: ACCEPT 2007 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS.
PROPOSAL #2.2: ACCEPT THE PROPOSAL FOR THE ISSUER YES FOR FOR
DISTRIBUTION OF 2007 PROFITS.
PROPOSAL #2.3: APPROVE THE PROPOSAL FOR THE ISSUER YES FOR FOR
CAPITALIZATION OF 2007 STOCK DIVIDENDS AND EMPLOYEE
STOCK BONUS.
PROPOSAL #2.4: APPROVE THE PROPOSAL FOR THE REVISIONS ISSUER YES FOR FOR
TO THE RULES FOR THE ELECTION OF DIRECTORS AND
SUPERVISORS.
PROPOSAL #2.5: APPROVE THE PROPOSAL FOR RELEASING THE ISSUER YES FOR FOR
DIRECTORS FROM NON-COMPETITION RESTRICTIONS.
PROPOSAL #3: EXTRAORDINARY MOTIONS. ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AUSTRALIA & NEW ZEALAND BANKING GROUP LTD, MELBOURNE VIC
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/18/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT, FINANCIAL ISSUER NO N/A N/A
REPORT AND THE REPORTS OF THE DIRECTORS AND OF THE
AUDITOR FOR THE YE 30 SEP 2007
PROPOSAL #s.2.a: APPROVE THE TERMS AND CONDITIONS OF ISSUER YES FOR FOR
THE SELECTIVE BUY BACK AGREEMENT RELATINGTO THE BUY
BACK OF THE PREFERENCES SHARES WHICH FORM PART OF THE
ANZ STAPLED EXCHANGEABLE PREFERRED SECURITIES & Acirc; ANZ
STEPS& eth; AS SPECIFIED
PROPOSAL #s.2.b: APPROVED THE TERMS AND CONDITIONS OF ISSUER YES FOR FOR
THE SELECTIVE REDUCTION OF CAPITAL RELATING TO THE
PREFERENCE SHARES WHICH FORM PART OF ANZ STEPS AS
SPECIFIED
PROPOSAL #S.3: ADOPT THE CONSTITUTION AS SPECIFIED ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE, IN ACCORDANCE WITH ASX LISTING ISSUER YES FOR FOR
RULE 10.14, THE ALLOCATION OF AUD 9 MILLION WORTH OF
DEFERRED SHARES FOR THE BENEFIT OF MR. MICHAEL SMITH,
THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER OF
THE COMPANY ON THE TERMS AND CONDITIONS AS SPECIFIED
PROPOSAL #5.: APPROVE, IN ACCORDANCE WITH ASX LISTING ISSUER YES FOR FOR
RULE10.14, TO GRANT 3 TRANCHES OF PERFORMANCE RIGHTS
EQUIVALENT IN VALUE TO AUD 9 MILLION TO MR. MICHAEL
SMITH, THE MANAGING DIRECTOR AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY ON THE TERMS AND CONDITIONS AS
SPECIFIED
PROPOSAL #6.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR FOR
30 SEP 2007
PROPOSAL #7.a: ELECT MR. R.J. REEVES AS A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #7.b: RE-ELECT MR. D.E. MEIKLEJOHN AS A ISSUER YES FOR FOR
DIRECTOR WHO RETIRES IN ACCORDANCE WITH THECOMPANY'S
CONSTITUTION
PROPOSAL #7.c: RE-ELECT MR. J.P MORSCHEL AS A DIRECTOR ISSUER YES FOR FOR
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #7.d: ELECT MR. I. J. MACFARLANE AS A ISSUER YES FOR FOR
DIRECTOR WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #7.e: RE-ELECT DR. G. J. CLARK AS A DIRECTOR ISSUER YES AGAINST
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVIVA PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.: ELECT MR. NIKHESH ARORA ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. SCOTT WHEWAY ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT MR. PHILIP SCOTT ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT MR. ANDREW MOSS ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. COLIN SHARMAN ISSUER YES FOR FOR
PROPOSAL #8.: RE-APPOINT ERNST AND YOUNG LLP ISSUER YES FOR FOR
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
AUDITOR'S REMUNERATION
PROPOSAL #10.: APPROVE THE RENEWAL OF THE AUTHORITY TO ISSUER YES FOR FOR
ALLOT UNISSUED SHARES
PROPOSAL #11.: APPROVE THE RENEWAL OF THE TO MAKE NON ISSUER YES FOR FOR
PRE-EMPTIVE SHARE ALLOTMENTS
PROPOSAL #12.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT
PROPOSAL #S.13: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #14.: AMEND THE AVIVA ANNUAL BONUS PLAN 2005 ISSUER YES FOR FOR
PROPOSAL #15.: AUTHORIZE THE COMPANY AND ANY ISSUER YES FOR FOR
SUBSIDIARY COMPANY IN THE GROUP TO MAKE POLITICAL
DONATIONS
PROPOSAL #S.16: GRANT AUTHORITY FOR THE PURCHASE OF ISSUER YES FOR FOR
THE COMPANY'S ORDINARY SHARES UP TO A SPECIFIED AMOUNT
PROPOSAL #S.17: GRANT AUTHORITY FOR THE PURCHASE OF ISSUER YES FOR FOR
THE COMPANY'S 8 3/4% PREFERENCE SHARES UPTO A
SPECIFIED AMOUNT
PROPOSAL #S.18: GRANT AUTHORITY FOR THE PURCHASE OF ISSUER YES FOR FOR
THE COMPANY'S 8 3/8% PREFERENCE SHARES UPTO A
SPECIFIED AMOUNT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXA SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORT S
PROPOSAL #O.2: RECEIVE THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND STATUTORY REPORTS
PROPOSAL #O.3: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 1.20 PER SHARE
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT ISSUER YES FOR FOR
REGARDING RELATED-PARTY TRANSACTIONS
PROPOSAL #O.5: ELECT MR. FRANCOIS MARTINEAU AS THE ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER
PROPOSAL #O.6: ELECT THE MR. FRANCIS ALLEMAND AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERSTO THE BOARD
PROPOSAL #O.7: ELECT THE MR. GILLES BERNARD AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.8: ELECT THE MR. ALAIN CHOURLIN AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.9: ELECT THE MR. WENDY COOPER AS THE ISSUER YES FOR FOR
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.10: ELECT THE MR. RODNEY KOCH AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.11: ELECT THE MR. HANS NASSHOVEN AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.12: ELECT THE MR. FREDERIC SOUHARD AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERSTO THE BOARD
PROPOSAL #O.13: ELECT THE MR. JASON STEINBERG AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO THE BOARD
PROPOSAL #O.14: ELECT THE MR. ANDREW WHALEN AS THE ISSUER YES AGAINST AGAINST
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TOTHE BOARD
PROPOSAL #O.15: GRANT AUTHORITY TO REPURCHASE OF UP TO ISSUER YES AGAINST AGAINST
10% OF ISSUED SHARE CAPITAL
PROPOSAL #E.16: GRANT AUTHORITY UP TO 1% OF ISSUED ISSUER YES AGAINST AGAINST
CAPITAL FOR USE IN RESTRICTED STOCK PLAN
PROPOSAL #E.17: APPROVE THE STOCK OPTION PLANS GRANTS ISSUER YES AGAINST AGAINST
PROPOSAL #E.18: APPROVE THE EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #E.19: APPROVE THE ISSUANCE OF SHARES UP TO ISSUER YES FOR FOR
EUR 100 MILLION FOR A PRIVATE PLACEMENT
PROPOSAL #E.20: APPROVE THE REDUCTION IN SHARE CAPITAL ISSUER YES FOR FOR
VIA CANCELLATION OF REPURCHASED SHARES
PROPOSAL #E.21: GRANT AUTHORITY THE FILING OF REQUIRED ISSUER YES FOR FOR
DOCUMENTS/OTHER FORMALITIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXIS CAPITAL HOLDINGS LIMITED
TICKER: AXS CUSIP: G0692U109
MEETING DATE: 5/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT L. FRIEDMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD J. GREENE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JURGEN GRUPE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK J. TASCO ISSUER YES FOR FOR
PROPOSAL #02: 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, 2008 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: 4/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: DETERMINATION OF QUORUM ISSUER NO N/A N/A
PROPOSAL #2.: MINUTES OF PREVIOUS MEETING ISSUER NO N/A N/A
PROPOSAL #3.: ANNUAL REPORT ISSUER NO N/A N/A
PROPOSAL #4.1: RATIFY ALL THE ACTS AND RESOLUTIONS OF ISSUER YES FOR FOR
THE BOARD OF DIRECTORS AND MANAGEMENT ADOPTED DURING
THE PRECEDING YEAR IN THE ORDINARY COURSE OF BUSINESS
PROPOSAL #4.2.1: RATIFY THE RESOLUTIONS OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS ADOPTED ON 31 JAN 2008: DECLARE A 20%
STOCK DIVIDEND TO ALL HOLDERS OF COMMON SHARES OF THE
CORPORATION AS OF A RECORD DATE TO BE FIXED DURING ITS
ANNUAL STOCKHOLDERS MEETING
PROPOSAL #4.2.2: RATIFY THE RESOLUTIONS OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS ADOPTED ON 31 JAN 2008: TO RE-ISSUANCE
AND RECLASSIFICATION OF THE REDEEMED 1.2 BILLION
PREFERRED A AND AA SHARES WITH A PAR VALUE OF PHP
1.00 PER SHARE INTO 12 MILLION NEW PREFERRED A
SHARES WITH A PAR VALUE OF PHP 100.00 PER SHARE, AND
THE AMENDMENT OF ARTICLE 7 OF THE AMENDED ARTICLES OF
INCORPORATION TO REFLECT THE SAME
PROPOSAL #5.: ELECT THE DIRECTORS & Acirc; INCLUDING THE ISSUER YES FOR FOR
INDEPENDENT DIRECTOR& eth;
PROPOSAL #6.: ELECT THE AUDITORS AND APPROVE TO FIX ISSUER YES FOR FOR
THEIR REMUNERATION
PROPOSAL #7.: OTHER BUSINESS ISSUER YES AGAINST AGAINST
PROPOSAL #8.: ADJOURNMENT ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAE SYSTEMS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED ACCOUNTS OF THE ISSUER YES FOR FOR
COMPANY FOR THE YE 31 DEC 2007 AND THE DIRECTORS
REPORTS AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #3.: DECLARE THE FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR FOR
DEC 2007 OF 7.8 PENCE PER ORDINARY SHARE PAYABLE ON
02 JUN 2008 TO ORDINARY SHAREHOLDERS WHOSE NAMES
APPEARED ON THE REGISTER OF MEMBERS AT THE CLOSE OF
BUSINESS ON 18 APR 2008
PROPOSAL #4.: RE-ELECT SIR PETER MASON AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
PROPOSAL #5.: RE-ELECT MR. RICHARD OLVER AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY, WHO RETIRES PURSUANTTO ARTICLE 85
PROPOSAL #6.: RE-ELECT MR. MICHAEL TURNER AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO
ARTICLE 85
PROPOSAL #7.: ELECT MR. ANDREW INGLIS AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY, WHO RETIRES PURSUANT TOARTICLE 91
PROPOSAL #8.: ELECT MR. RAVI UPPAL AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 91
PROPOSAL #9.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY UNTIL THE NEXT AGM AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO AGREE THE REMUNERATION OF THE
AUDITORS
PROPOSAL #11.: AUTHORIZE THE COMPANY AND THOSE ISSUER YES FOR FOR
COMPANIES WHICH ARE SUBSIDIARIES OF THE COMPANY AT ANY
TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT FOR THE PUPOSES OF PART 14 OF THE COMPANIES ACT
2006; I& eth; TO MAKE DONATIONS TO POLITICAL PARTIES OR
INDEPENDENT ELECTION CANDIDATES AND; II& eth; TO MAKE
POLITICAL DONATIONS OR TO POLITICAL ORGANIZATIONS
OTHER THAN POLITICAL PARTIES; III& eth; TO INCUR POLITICAL
EXPENDITURE UP TO AN AGGREGATE AMOUNT OF GBP 100,000
AND THE AMOUNT AUTHORIZED UNDER EACH & Acirc; I& eth; TO & Acirc; II& eth; SHALL
ALSO BE LIMITED TO SUCH AMOUNT APPROVE THE RELATING
TO POLITICAL DONATIONS OR EXPENDITURE UNDER PART 10A
OF THE COMPANIES ACT 1985 ARE HEREBY REVOKED WITHOUT
PREJUDICE TO ANY MADE OR EXPENDITURE INCURRED PRIOR TO
THE DATE HEREOF; & Acirc; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM IN 2008 OR 30 JUN 2009& eth;
PROPOSAL #12.: AMEND THE RULES OF THE BAE SYSTEMS ISSUER YES FOR FOR
SHARE MATCHING PLAN TO INCREASE INDIVIDUALLIMITS AS
SET OUT IN THE COPY OF THE PLAN RULES PRODUCED TO THIS
MEETING AND, FOR THE PURPOSES OF IDENTIFICATION,
INITIALLED BY THE CHAIRMAN
PROPOSAL #13.: AMEND THE RULES OF THE BAE SYSTEMS ISSUER YES FOR FOR
PERFORMANCE SHARE PLAN TO INCREASE INDIVIDUAL LIMITS
AND MAKE AMENDMENTS TO THE VESTING PROVISIONS AS
EXPLAINED IN THE NOTE TO THIS RESOLUTION AND AS SET
OUT IN THE COPY OF THE PLAN RULES PRODUCED TO THIS
MEETING AND, FOR THE PURPOSES OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN; AND AUTHORIZE THE DIRECTORS
TO MAKE ONE HALF OF AN AWARD SUBJECT TO A PERFORMANCE
CONDITION BASED ON APPROPRIATELY STRETCHING INTERNAL
MEASURES AS DETERMINED BY THE BOARD'S REMUNERATION
COMMITTEE & Acirc; IN ACCORDANCE WITH THE POLICY SUMMARIZED IN
THE NOTE TO THIS RESOLUTION& eth;
PROPOSAL #14.: APPROVE TO INCREASE THE SHARE CAPITAL ISSUER YES FOR FOR
OF THE COMPANY FROM GBP 180,000,001 TO GBP 188,750,001
BY THE CREATION OF 350,000,000 ORDINARY SHARES OF
2.5P EACH
PROPOSAL #15.: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR FOR
CONFERRED ON THE DIRECTORS BY ARTICLE 12 (B)(I) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY FOR THE PERIOD
ENDING 30 JUN 2009 AND THAT THE FOR SUCH PERIOD THE
SECTION 80 AMOUNT WILL BE GBP 29,275,236
PROPOSAL #S.16: APPROVE TO RENEW THE AUTHORITY ISSUER YES FOR FOR
CONFERRED ON THE DIRECTORS BY ARTICLE 12(B)(I)OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY FOR THE PERIOD
ENDING ON 30 JUN 2009 OR, IF EARLIER, ON THE DAY
BEFORE THE COMPANY'S AGM IN 2009 AND THAT FOR SUCH
PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 4,391,724
PROPOSAL #S.17: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES & Acirc; SECTION 163 OF THE ACT& eth; OF UP TO
351,337,974 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; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY HELD IN 2009 OR 30 JUN
2009& eth; ; AND THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.18: AMEND THE ARTICLE OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY WITH EFFECT FROM THE END OF THIS AGM OR
ANY ADJOURNMENT THEREOF, SO THAT THEY SHOULD BE ANY
FORM OF THE AMENDED ARTICLES OF ASSOCIATION PRODUCED
TO THE MEETING, MARKED A AND INITIALLED BY THE
CHAIRMAN OF THE MEETING FOR THE PURPOSES OF
IDENTIFICATION; AND WITH EFFECT FROM 00:01 ON 01 OCT
2008 OR ANY LATER DATE ON WHICH SECTION 175 OF THE
COMPANIES ACT 2006 COMES INTO EFFECT; I) FOR THE
PURPOSES OF SECTION 175 OF THE COMPANIES ACT 2006, THE
DIRECTORS BE GIVE POWER IN THE ARTICLES OF
ASSOCIATION OF THE COMPANY TO AUTHORIZE CERTAIN
CONFLICTS OF INTEREST AS DESCRIBE IN THAT SECTION; AND
II) AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY
THEN IN FORCE BY THE DELETION OF THE ARTICLES 96 AND
97 IN THEIR ENTIRETY, BY THE INSERTION THEIR PLACE OF
NEW ARTICLES 96, 97, 98, 99 AND 100 AND BY THE MAKING
OF ALL CONSEQUENTIAL NUMBERING AMENDMENTS THEREOF
REQUIRED, AS DETAILED IN THE AMENDED ARTICLES OF
ASSOCIATION PRODUCED TO THE MEETING, MARKED B AND
INITIALLED BY THE CHAIRMAN FOR THE PURPOSES OF
IDENTIFICATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAKER HUGHES INCORPORATED
TICKER: BHI CUSIP: 057224107
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LARRY D. BRADY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHAD C. DEATON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTHONY G. FERNANDES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLAIRE W. GARGALLI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: 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 REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2008.
PROPOSAL #03: PROPOSAL TO APPROVE THE PERFORMANCE ISSUER YES FOR FOR
CRITERIA FOR AWARDS UNDER THE 2002 DIRECTOR & OFFICER
LONG-TERM INCENTIVE PLAN.
PROPOSAL #04: SUCH OTHER BUSINESS AS MAY PROPERLY COME ISSUER YES AGAINST AGAINST
BEFORE THE MEETING AND ANY RECONVENED MEETING AFTER
AN ADJOURNMENT THEREOF.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DE ORO UNIBANK, INC, MANDALYUONG CITY
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES ABSTAIN AGAINST
PROPOSAL #2.: APPROVE THE PROOF OF NOTICE AND TO ISSUER YES ABSTAIN AGAINST
DETERMINE THE EXISTENCE OF QUORUM CERTIFICATION ON
QUORUM
PROPOSAL #3.: APPROVE THE MINUTES OF THE PREVIOUS ISSUER YES FOR FOR
ANNUAL MEETING OF STOCKHOLDERS HELD ON 07JUL 2007
PROPOSAL #4.: APPROVE THE PRESIDENT'S REPORT ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE AND RATIFY THE ALL ACTIONS OF ISSUER YES FOR FOR
THE BOARD OF DIRECTORS AND MANAGEMENT DURING THEIR
TERM OF OFFICE
PROPOSAL #6.1: ELECT MR. TERESITA T. SY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.2: ELECT MR. CORAZON S. DE LA PAZ-BERNARDO ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #6.3: ELECT MR. HENRY T. SY JR. AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.4: ELECT MR. JESUS A. JACINTO JR. AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.5: ELECT MR. NESTOR V. TAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.6: ELECT MR. JOSEFINA N. TAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.7: ELECT MR. CHRISTOPHER A. BELL-KNIGHT AS ISSUER YES FOR FOR
A DIRECTOR
PROPOSAL #6.8: ELECT MR. TERENCE ONG SEA ENG AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.9: ELECT MR. TEODORO B. MONTECILLO AS A ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #6.10: ELECT MR. JIMMY T. TANG AS A ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #6.11: ELECT MR. ANTONIO C. PACIS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.A: APPROVE THE PLAN MERGER OF BDO UNIBANK ISSUER YES FOR FOR
ITS WHOLLY OWNED SUBSIDIARIES EQUITABLE SAVINGS BANK
INC PCI CAPITAL CORPORATION AND BDO ELITE SAVINGS BANK
& Acirc; KNOWN AS AMERICAN EXPRESS BANK PHILIPPINES, A
SAVINGS WITH BDO UNIBANK AS SURVIVING ENTITY
PROPOSAL #7.B: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
MODIFYING THE TERMS OF BDO UNIBANK'S PREFERRED SHARES
PROPOSAL #7.C: AMEND THE CODE OF BY LAWS FIXING BDO ISSUER YES FOR FOR
UNIBANK'S AGM TO ANY DAY FALLING WITHIN 45 DAYS AFTER
15 APR OF EACH YEAR AS DETERMINE BY THE BOARD OF
DIRECTORS AND ADJUSTING THE NOMINATION PERIOD
PROPOSAL #8.: APPOINT THE EXTERNAL AUDITOR ISSUER YES FOR FOR
PROPOSAL #9.: OTHER MATTERS ISSUER NO N/A N/A
PROPOSAL #10.: ADJOURNMENT ISSUER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DE ORO-EPCI,INC, MANDALYUONG CITY
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2007 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 NOTICE AND ISSUER YES ABSTAIN N/A
DETERMINE THE EXISTENCE OF QUORUM
PROPOSAL #3.: APPROVE THE CERTIFICATION OF QUORUM ISSUER YES ABSTAIN N/A
PROPOSAL #4.: APPROVE THE MINUTES OF THE ANNUAL ISSUER YES ABSTAIN N/A
MEETING TO STOCKHOLDERS HELD ON 26 MAY 2006
PROPOSAL #5.: APPROVE THE PRESIDENT'S REPORT ISSUER YES ABSTAIN N/A
PROPOSAL #6.: APPROVE AND RATIFY ALL ACTIONS OF THE ISSUER YES ABSTAIN N/A
BOARD OF DIRECTORS AND THE MANAGEMENT DURING THEIR
TERM OF OFFICE
PROPOSAL #7.: ELECT THE DIRECTORS ISSUER YES ABSTAIN N/A
PROPOSAL #8.: AMEND THE 1ST AND 7TH ARTICLES OF THE ISSUER YES ABSTAIN N/A
BANK'S ARTICLES OF INCORPORATION
PROPOSAL #9.: AMEND THE BANK'S BY-LAWS ISSUER YES ABSTAIN N/A
PROPOSAL #10.: APPOINT THE EXTERNAL AUDITOR ISSUER YES ABSTAIN N/A
PROPOSAL #11.: OTHER MATTERS ISSUER NO N/A N/A
PROPOSAL #12.: ADJOURNMENT ISSUER YES ABSTAIN N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL S A MEDIUM TERM NTS BOOK ENTRY 144A
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND ARTICLE 23RD OF THE CORPORATE BY- ISSUER YES FOR N/A
LAWS, CHANGING THE NUMBER OF MEMBERS OF THE EXECUTIVE
COMMITTEE OF BANCO DO BRASIL S.A.
PROPOSAL #2.: AMEND THE ARTICLE 21ST, 25TH, 27TH, ISSUER YES FOR N/A
29TH, 30TH, 31ST AND 33RD/A OF THE CORPORATE BY-LAWS,
CHANGING THE MANGEMENT DYNAMIC OF BANCO DO BRASIL S.A.
PROPOSAL #3.: AMEND ARTICLE 13TH OF THE CORPORATE BY- ISSUER YES FOR N/A
LAWS THAT DEALS WITH IMPAIRMENTS AND PROHIBITIONS
PROPOSAL #4.: AMEND ARTICLE 41ST, WHICH DEALS WITH THE ISSUER YES FOR N/A
PREPARATION OF THE FINANCIAL STATEMENTS
PROPOSAL #5.: AMEND ARTICLE 33RD, WHICH DEALS WITH THE ISSUER YES FOR N/A
AUDIT COMMITTEE
PROPOSAL #6.: AMEND THE TOTAL ANNUAL AMOUNT OF ISSUER YES FOR N/A
COMPENSATION OF THE MEMBERS OF THE MANAGEMENT BODIES
AS A RESULT OF THE AMENDMENTS CONTAINED IN ITEM 1
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL S A MEDIUM TERM NTS BOOK ENTRY 144A
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/23/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE THE OPTIONAL BRINGING FORWARD OF ISSUER YES FOR N/A
THE EXERCISE OF THE SERIES C WARRANTS TO THE MONTH OF
NOV 2007
PROPOSAL #II.: APPROVE THE INCLUSION OF ARTICLE 33B IN ISSUER YES FOR N/A
THE CORPORATE BY-LAWS TO DEAL WITH THE BANCO DO
BRASIL OMBUDSMAN, IN COMPLIANCE WITH CMN INSTRUCTION
3477 DATED 26 JUN 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND ARTICLE 7 OF THE CORPORATE BYLAWS, ISSUER YES FOR FOR
CONTEMPLATING THE INCREASE OF THE SHARE CAPITAL AND
THE INCREASE IN THE QUANTITY OF SHARE THAT MAKE UP THE
SHAREHOLDERS BASE, AS A RESULT OF THE EARLY EXERCISE
OF THE SERIES C SUBSCRIPTION WARRANTS
PROPOSAL #2.: AMEND ARTICLE 33 OF THE CORPORATE ISSUER YES FOR FOR
BYLAWS, INCLUDING IMPEDIMENT RULES RELATIVETO THE
DYNAMIC OF FUNCTIONING AND THE EXERCISE OF A POSITION
ON THE AUDIT COMMITTEE OF BANCO DO BRASIL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: APPROVE THE BOARD OF DIRECTORS, ISSUER YES FOR FOR
FINANCIAL STATEMENTS, EXTERNAL AUDITORS AND OF THE
FINANCE COMMITTEE AND DOCUMENTS OPINION REPORT
RELATING TO FYE 31 DEC 2007
PROPOSAL #A.2: APPROVE TO DELIBERATE ON THE ISSUER YES FOR FOR
DISTRIBUTION OF THE FY'S NET PROFITS AND DISTRIBUTION
OF DIVIDENDS
PROPOSAL #A.3: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR FOR
COMMITTEE
PROPOSAL #A.4: APPROVE TO SET THE MEMBERS OF FINANCE ISSUER YES FOR FOR
COMMITTEE REMUNERATION
PROPOSAL #A.5: APPROVE TO SET THE DIRECTORS ISSUER YES FOR FOR
REMUNERATION
PROPOSAL #E.1: AMEND THE ARTICLE 23 OF THE CORPORATE ISSUER YES FOR FOR
BYLAWS RELATING TO THE NUMBER OF MEMBERS OF THE
EXECUTIVE COMMITTEE OF BANCO DO BRASIL S.A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO POPOLARE SOCIETA' COOPERATIVA, VERONA, PIAZZA NOGARA 2
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/2/2008 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
MANAGEMENT, THE BOARD OF SURVEILLANCE, ANDTHE AUDITING
COMPANY ABOUT THE FY 2007, THE FINANCIAL STATEMENT AT
31 DEC 2007 ACCORDING TO THE ARTICLE 20 AND 41, 2
LETT. A OF THE ARTICLES OF THE ASSOCIATION;
PRESENTATION OF THE CONSOLIDATED BALANCE SHEET AND THE
COMPANY FINANCIAL STATEMENT
PROPOSAL #O.2: APPROVE THE DELIBERATION ABOUT THE ISSUER NO N/A N/A
DESTINATION AND DISTRIBUTION OF PROFITS AND ABOUT THE
DISTRIBUTION OF THE AVAILABLE RESERVES
PROPOSAL #O.3: APPROVE THE AUDITING COMPANY RECONTA ISSUER NO N/A N/A
ERNST AND YOUNG SPA TASKED OF AUDITING FOR THE PERIOD
2007-2015; INTEGRATION OF REMUNERATION AND CONSEQUENT
DELIBERATIONS
PROPOSAL #O.4: APPOINT FURTHER 5 MEMBERS OF THE BOARD ISSUER NO N/A N/A
OF SURVEILLANCE FOR THE 3 YEAR PERIOD 2008-2010
PROPOSAL #O.5: APPROVE THE BOARD OF SURVEILLANCES, ISSUER NO N/A N/A
REMUNERATIONS OF THE MEMBERS, ADVISORS WITH PARTICULAR
OFFICES INCLUDED, DETERMINATION OF THE PRESENCES
MEDALS, INHERENT AND CONSEQUENT DELIBERATIONS
PROPOSAL #E.1: APPROVE THE MODIFICATION OF THE ISSUER NO N/A N/A
ARTICLES 4, 6, 32.3, 32.2, 35, 39.1, 39.2, 39.13,
41.2, 41.4.3 , 42, 52 OF THE ARTICLES OF ASSOCIATION;
INTRODUCTION OF THE NEW ARTICLE 4-BIS-MUTUAL
ASSISTANCE, INHERENT AND CONSEQUENT DELIBERATIONS,
DELEGATION OF POWERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO POPULAR ESPANOL SA, MADRID
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVAL OF THE ANNUAL ACCOUNTS (BALANCE ISSUER YES FOR FOR
SHEETS, PROFIT AND LOSS ACCOUNT AND ANNUAL REPORT,
STATEMENT OF CHANGE IN FINANCIAL POSITION, CASH FLOW
AND DIRECTORS AND NOTES TO THE FINANCIAL STATEMENTS)
AND THE DIRECTORS REPORT OF BANCO POPULAR ESPANOL,
S.A. AND ITS CONSOLIDATED GROUP, AS WELL AS THE
PROPOSED APPLICATION OF RESULTS AND THE DIRECTORS
PERFORMANCE FOR FY 2007, THE INDIVIDUAL AND
CONSOLIDATED ANNUAL ACCOUNTS AND DIRECTORS REPORT FOR
FY 2007, FORMULATED BY THE BOARD OF DIRECTORS AT ITS
MEETING ON 05 MAR 2008 ARE CONTAINED IN THE INDIVIDUAL
AND CONSOLIDATED ANNUAL REPORTS, RESPECTIVELY, THE
PROPOSED DISTRIBUTION OF 2007 PROFITS EARNED BY THE
BANCO POPULAR ESPANOL AS SHOWN IN THE 2007 ANNUAL
REPORT IS AS FOLLOWS: EUROS DISTRIBUTION: STATUTORY
RESERVES - VOLUNTARY RESERVES 288.178.712,53 FOR
INVESTMENT IN CANARY ISLANDS - ACTIVE DIVIDENDS
597.871.266,43 INTERIM DIVIDENDS 147.431.967,10 UNPAID
DIVIDENDS 450.439.299,33 DISTRIBUTED PROFITS
886.049.978,96 FY PROFITS 886.049.978,96 OF THE SUM OF
597,871,266.43 WHICH WILL BE ALLOCATED TO THE PAYMENT
OF DIVIDENDS, SHAREHOLDERS HAVE ALREADY RECEIVED
445,942,198.924 EUROS FOR THE FIRST, SECOND AND THIRD
QUARTER INTERIM DIVIDENDS PAID AGAINST 2007 PROFITS.
THE REMAINING 151,929,067.5 EUROS REFERS TO THE
PAYMENT OF A COMPLEMENTARY DIVIDEND AGAINST 2007
PROFITS IN THE AMOUNT OF 0.1250 EUROS PER SHARE. THIS
DIVIDEND WILL BE PAID TO SHAREHOLDERS ON 11 JUL 2008
PROPOSAL #2.1.A: RATIFICATION OF THE MANAGING ISSUER YES AGAINST AGAINST
DIRECTOR, MR. JOSE MARIA LUCIA AGUIRRE, APPOINTED BY
THE BOARD OF DIRECTORS BY CO-OPTION AT ITS SESSION
HELD ON 18 JUL 2007
PROPOSAL #2.1.B: RATIFICATION OF THE DIRECTOR MR. ISSUER YES AGAINST AGAINST
VICENTE TARDIO BARUTEL, APPOINTED BY THE BOARD OF
DIRECTORS BY CO-OPTION AT ITS SESSION HELD ON 19 DEC
2007, AT THE PROPOSAL OF ALLIANZ AKTIENGESELLCHAT
HOLDING.
PROPOSAL #2.2.A: RE-ELECTION OF MS. ANGEL RON GUIMIL ISSUER YES AGAINST AGAINST
AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.B: RE-ELECTION OF MR. AMERICO FERREIRA ISSUER YES AGAINST AGAINST
DE AMORIM AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.C: RE-ELECTION OF THE ASOCIACION ISSUER YES AGAINST AGAINST
PROFESIONAL DE DIRECTIVOS DE BPE AS A MEMBER OF THE
BOARD OF DIRECTORS
PROPOSAL #2.2.D: RE-ELECTION OF ERIC MR. GANCEDO ISSUER YES AGAINST AGAINST
HOLMER AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.E: RE-ELECTION OF MR. CASIMIRO MOLINS ISSUER YES AGAINST AGAINST
RIBOT AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.F: RE-ELECTION OF MR. LUIS MONTUENGA ISSUER YES AGAINST AGAINST
AGUAYO AS A MEMBER OF THE BOARD OF DIRECTOR
PROPOSAL #2.2.G: RE-ELECTION OF MR. MANUEL MORILLO ISSUER YES AGAINST AGAINST
OLIVERA AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.H: RE-ELECTION OF MR. MIGUEL NIGORRA ISSUER YES AGAINST AGAINST
OLIVER AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.I: RE-ELECTION OF MR. JOS RAM N ISSUER YES AGAINST AGAINST
RODRIGUEZ GARCIA AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.J: RE-ELECTION OF MR. VICENTE SANTANA ISSUER YES AGAINST AGAINST
APARICIO AS A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.2.K: RE-ELECTION OF MR. MIGUEL ANGEL DE ISSUER YES AGAINST AGAINST
SOLIS MARTINEZ-CAMPOS AS A MEMBER OF THE BOARD OF
DIRECTORS
PROPOSAL #2.2.L: RE-ELECTION OF MR. HERBERT WALTER AS ISSUER YES AGAINST AGAINST
A MEMBER OF THE BOARD OF DIRECTORS
PROPOSAL #2.3: BASED ON THE PROPOSAL OF THE ISSUER YES AGAINST AGAINST
APPOINTMENTS, REMUNERATION, CORPORATE GOVERNANCE AND
CONFLICT OF INTEREST COMMITTEE ACCEPTED BY THE BOARD
OF DIRECTORS AT ITS SESSION ON 22 APR 2008, IT IS
AGREED TO RATIFY MR. ROBERTO HIGUERA MONTEJO AND TO
MAINTAIN HIS CURRENT STATUS
PROPOSAL #3.: FOLLOWING THE RECOMMENDATION OF THE ISSUER YES FOR FOR
AUDIT AND CONTROL COMMITTEE, ASSUMED BY THE BOARD OF
DIRECTORS AND PURSUANT TO ARTICLE 204 OF THE SPANISH
PUBLIC LIMITED COMPANIES ACT, RE-ELECTION OF
PRICEWATERHOUSECOOPERS AUDITORES, S.L. AS THE AUDITORS
OF THE FINANCIAL STATEMENTS OF THE BANK AND ITS
CONSOLIDATED GROUP FOR ONE YEAR
PROPOSAL #4.: PURSUANT TO ARTICLE 75 OF THE PUBLIC ISSUER YES FOR FOR
LIMITED COMPANIES ACT, THE FOLLOWING RESOLUTION IS
PROPOSED: TO AUTHORISE THE BOARD OF DIRECTORS OF BANCO
POPULAR ESPANOL AND THE GOVERNING BODIES OF THE
COMPANIES CONTROLLED BY BANCO POPULAR ESPA OL TO
ACQUIRE, UNDER THE CONDITIONS ALLOWED BY THE LAW,
SHARES IN BANCO POPULAR ESPA OL UP TO THE LIMITS AND
SUBJECT TO THE REQUIREMENTS SET OUT BELOW: THE PAR
VALUE OF THE SHARES ACQUIRED, COMBINED WITH THOSE
ALREADY POSSESSED BY THE BANK AND ITS SUBSIDIARIES,
MAY NOT EXCEED FIVE PERCENT OF THE SHARE CAPITAL AT
ANY GIVEN TIME. THE BANK AND ANY ACQUIRING SUBSIDIARY
MUST BE ABLE TO FUND THE UNAVAILABLE RESERVE
STIPULATED BY LAW IN THESE CASES WITHOUT DEPLETING THE
CAPITAL OR THE LEGALLY UNAVAILABLE RESERVES, ALL
SHARES THUS ACQUIRED MUST BE PAID IN FULL. THE MINIMUM
AND MAXIMUM PURCHASE PRICES MAY NOT BE MORE THAN 20%
MORE OR LESS THAN THE QUOTED PRICE OF THE SHARES ON
THE STOCK MARKET ON THE DATE OF THE PURCHASE. THIS
AUTHORISATION, WHICH IS GRANTED FOR THE MAXIMUM LEGAL
PERIOD, IS UNDERSTOOD WITHOUT PREJUDICE TO THE
CIRCUMSTANCES ENVISAGED IN THE LAW SUCH AS THE FREEDOM
OF ACQUISITION. THE BOARD OF DIRECTORS IS FURTHER
AUTHORISED TO DISPOSE OF THE TREASURY STOCK ACQUIRED
OR WHICH MAY BE ACQUIRED IN THE FUTURE AND TO AMORTISE
SUCH TREASURY STOCK AGAINST STOCKHOLDER EQUITY,
REDUCING THE SHARE CAPITAL AND AMENDING THE ARTICLES
OF ASSOCIATION ACCORDINGLY, IN THE AMOUNTS CONSIDERED
APPROPRIATE OR NECESSARY AT ANY GIVEN TIME, UP TO THE
MAXIMUM LIMIT OF TREASURY STOCK ESTABLISHED AT ANY
GIVEN TIME, IN ONE OR MORE OPERATION BUT WITHIN
EIGHTEEN MONTHS OF THE DATE OF THE GENERAL MEETING.
THIS AUTHORISATION ENCOMPASSES AND REPLACES THE
AUTHORIZATION GRANTED AT THE ORDINARY AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS HELD ON
30 MAY07
PROPOSAL #5.: REPORT TO THE GENERAL MEETING OF ISSUER YES FOR FOR
SHAREHOLDERS ON THE REMUNERATION POLICIES AFFECTING
THE MEMBERS OF THE BOARD OF DIRECTORS, FOR A
CONSULTATIVE VOTE
PROPOSAL #6.: TO VEST THE BOARD OF DIRECTORS WITH THE ISSUER YES FOR FOR
POWERS THAT ARE LEGALLY NECESSARY TO FULLY EXECUTE THE
RESOLUTIONS PASSED BY THE GENERAL MEETING OF
SHAREHOLDERS, INCLUDING THE ABILITY TO DELEGATE THE
EXECUTIVE COMMITTEE OR OTHER PERSONS WITH SUCH POWERS
AS THE BOARD DEEMS APPROPRIATE AND TO TAKE ANY AND ALL
ACTIONS AS MAY BE REQUIRED TO OBTAIN THE
AUTHORISATION OR REGISTRATION REQUIRED BY THE BANK OF
SPAIN, THE DIRECTORATE GENERAL OF THE TREASURY AND
FINANCIAL POLICY, THE NATIONAL STOCK MARKET
COMMISSION, THE BUSINESS REGISTER OR ANY OTHER PUBLIC
OR PRIVATE ENTITY. TO THIS END, THEY ARE AUTHORISED
WITH THE BROADEST POWERS TO FORMALIZE, INTERPRET,
REMEDY AND EXECUTE THE RESOLUTIONS PASSED BY THE
GENERAL MEETING UNTIL THEY ARE DEFINITIVELY REGISTERED
IN ALL CORRESPONDING REGISTERS AND TO RECTIFY OR
CORRECT SUCH RESOLUTIONS, PROVIDED THAT SUCH
RECTIFICATIONS OR CORRECTIONS ARE LIMITED TO FOLLOWING
THE VERBAL OR WRITTEN INSTRUCTIONS OF THE BUSINESS
REGISTRAR OF THE COMPETENT GOVERNMENT AUTHORITY. THE
CHAIRMAN OF THE BOARD, NGEL CARLOS RON G IMIL, THE
SECRETARY OF THE BOARD, FRANCISCO APARICIO VALLS, AND
THE VICE PRESIDENTS, FRANCISCO JAVIER ZAPATA CIRUGEDA
AND FRANCISCO JAVIER LLE FERN NDEZ, ARE FURTHER
EMPOWERED TO APPEAR INDIVIDUALLY BEFORE A NOTARY
PUBLIC AND TO SIGN AND GRANT ANY AND ALL PUBLIC DEEDS
AS MAY BE NECESSARY TO FORMALISE THE PRECEDING
RESOLUTIONS, WITH THE COMPLEMENTARY AUTHORITY TO TAKE
ANY AND ALL DECISIONS AS MAY BE NECESSARY TO REGISTER
OR DEPOSIT THEM WITH THE PERTINENT REGISTERS,
INCLUDING PARTIAL REGISTRATION IF NECESSARY, AND TO
RECTIFY OF CORRECT THE SAID RESOLUTIONS, PROVIDED THAT
SUCH RECTIFICATIONS OR CORRECTIONS ARE LIMITED TO
FOLLOWING THE VERBAL OR WRITTEN INSTRUCTIONS OF THE
BUSINESS REGISTRAR
PROPOSAL #7.: REPORT TO THE GENERAL MEETING OF ISSUER YES FOR FOR
SHAREHOLDERS ON THE FOLLOWING CHANGES MADE TO THE
RULES OF THE BOARD OF DIRECTORS IN ORDER TO ADAPT THEM
TO THE UNIFIED CODE OF GOOD GOVERNANCE
PROPOSAL #8.: PRESENTATION TO THE GENERAL MEETING OF ISSUER YES FOR FOR
SHAREHOLDERS OF AN EXPLANATORY REPORT ON THE ELEMENTS
OF THE MANAGEMENT REPORT MENTIONED IN ARTICLE 116 BIS
OF THE STOCK MARKET ACT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CENTRAL HISPANO, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/27/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORISATION TO THE BOARD OF DIRECTORS ISSUER YES FOR N/A
SO THAT IT MAY, PURSUANT TO THE PROVISIONS OF SECTION
153.1.B) OF THE BUSINESS CORPORATIONS LAW & Acirc; LEY DE
SOCIEDADES ANONIMAS& eth; , INCREASE CAPITAL ON ONE OR MORE
OCCASIONS AND AT ANY TIME, WITHIN A PERIOD OF THREE
YEARS, BY MEANS OF CASH CONTRIBUTIONS AND UP TO THE
MAXIMUM NOMINAL AMOUNT OF 1,563,574,144.5 EUROS, ALL
UNDER SUCH TERMS AND CONDITIONS AS IT DEEMS
APPROPRIATE, DEPRIVING OF EFFECT THE AUTHORISATION
GRANTED UNDER RESOLUTION SEVEN.II) OF THE ORDINARY
GENERAL MEETING OF SHAREHOLDERS OF 18 JUNE 2005.
DELEGATION OF POWERS TO EXCLUDE PRE-EMPTIVE RIGHTS,
UNDER THE PROVISIONS OF SECTION 159.2 OF THE BUSINESS
CORPORATIONS LAW.
PROPOSAL #2.: ISSUANCE OF DEBENTURES MANDATORILY ISSUER YES FOR N/A
CONVERTIBLE INTO BANCO SANTANDER SHARES IN THE AMOUNT
OF 5,000,000,000 EUROS. PROVISION FOR INCOMPLETE
SUBSCRIPTION AND EXCLUSION OF PRE-EMPTIVE RIGHTS.
DETERMINATION OF THE BASIS FOR AND TERMS OF THE
CONVERSION AND INCREASE IN SHARE CAPITAL IN THE AMOUNT
REQUIRED TO SATISFY THE REQUESTS FOR CONVERSION.
DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO
IMPLEMENT THE ISSUANCE AND ESTABLISH THE TERMS THEREOF
AS TO ALL MATTERS NOT CONTEMPLATED BY THE GENERAL
MEETING.
PROPOSAL #3.: AUTHORISATION 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: BANCO SANTANDER, SA, SANTANDER
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: EXAMINATION AND APPROVAL, IF DEEMED ISSUER YES FOR FOR
APPROPRIATE. OF THE ANNUAL ACCOUNTS & Acirc; BALANCE SHEET,
PROFIT AND LOSS STATEMENT, STATEMENTS OF CHANGES IN
NET ASSETS AND CASH FLOWS, AND NOTES& eth; AND OF THE
CORPORATE MANAGEMENT OF BANCO SANTANDER, S.A AND ITS
CONSOLIDATED GROUP, ALL WITH RESPECT TO THE FISCAL
YEAR ENDED 31 DEC 2007.
PROPOSAL #2.: APPLICATION OF RESULTS FROM FISCAL YEAR ISSUER YES FOR FOR
2007.
PROPOSAL #3.A: RATIFICATION OF THE APPOINTMENT OF MR. ISSUER YES FOR FOR
JUAN RODRIGUEZ INCIARTE.
PROPOSAL #3.B: RE-ELECTION OF MR. LUIS ALBERTO ISSUER YES FOR FOR
SALAZAR-SIMPSON BOS.
PROPOSAL #3.C: RE-ELECTION OF MR. LUIS ANGEL ROJO ISSUER YES FOR FOR
DUQUE.
PROPOSAL #3.D: RE-ELECTION OF MR. EMILIO BOTIN-SANZ DE ISSUER YES FOR FOR
SAUTUOLA Y GARCIA DE LOS RIOS.
PROPOSAL #4.: RE-ELECTION OF THE AUDITOR OF ACCOUNTS ISSUER YES FOR FOR
FOR FISCAL YEAR 2008.
PROPOSAL #5.: AUTHORIZATION FOR THE BANK AND ITS ISSUER YES FOR FOR
SUBSIDIARIES TO ACQUIRE THEIR OWN STOCK PURSUANT TO
THE PROVISIONS OF SECTION 75 AND THE FIRST ADDITIONAL
PROVISION OF THE BUSINESS CORPORATIONS LAW & Acirc; LEY DE
SOCIEDADES ANONIMAS& eth; , DEPRIVING OF EFFECT THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS AT THE
GENERAL SHAREHOLDERS MEETING HELD ON 23 JUN 2007 TO
THE EXTENT OF THE UNUSED AMOUNT.
PROPOSAL #6.: APPROVAL, IF APPROPRIATE, OF NEW BYLAWS ISSUER YES FOR FOR
AND ABROGATION OF CURRENT BYLAWS.
PROPOSAL #7.: AMENDMENT, IF APPROPRIATE, OF ARTICLE 8 ISSUER YES FOR FOR
OF THE RULES AND REGULATIONS FOR THE GENERAL
SHAREHOLDERS MEETING.
PROPOSAL #8.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE POWER TO CARRY OUT THE RESOLUTION TO BE ADOPTED BY
THE SHAREHOLDERS AT THE MEETING TO INCREASE THE SHARE
CAPITAL, PURSUANT TO THE PROVISIONS OF SECTION
153.1A) OF THE BUSINESS CORPORATIONS LAW, DEPRIVING OF
EFFECT THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
AT SUCH GENERAL MEETING ON 23 JUN 2007.
PROPOSAL #9.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE POWER TO ISSUE FIXED-INCOME SECURITIES THAT ARE
CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR SHARES OF THE
COMPANY, SETTING STANDARDS FOR DETERMINING THE
CONDITIONS FOR AND MODALITIES OF THE CONVERSION AND OR
EXCHANGE AND ALLOCATION TO THE BOARD OF DIRECTORS OF
THE POWERS TO INCREASE CAPITAL IN THE REQUIRED AMOUNT,
AS WELL AS TO EXCLUDE THE PREEMPTIVE SUBSCRIPTION
RIGHTS OF THE SHAREHOLDERS AND HOLDERS OF CONVERTIBLE
DEBENTURES, DEPRIVING OF EFFECT THE AUTHORIZATION
CONFERRED BY RESOLUTION TEN APPROVED AT THE ORDINARY
GENERAL SHAREHOLDERS MEETING OF 21 JUN 2003.
PROPOSAL #10.: DELEGATION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE POWER TO ISSUE FIXED-INCOME SECURITIES NOT
CONVERTIBLE INTO SHARES.
PROPOSAL #11.A: WITH RESPECT TO THE LONG-TERM ISSUER YES FOR FOR
INCENTIVE POLICY APPROVED BY THE BOARD OF DIRECTORS,
APPROVAL OF NEW CYCLES AND A PLAN FOR THE DELIVERY OF
SANTANDER SHARES FOR IMPLEMENTATION BY THE BANK AND
COMPANIES OF THE SANTANDER GROUP, LINKED TO CERTAIN
REQUIREMENTS OF PERMANENCE OR CHANGES IN TOTAL
SHAREHOLDER RETURN AND EARNINGS PER SHARE OF THE BANK.
PROPOSAL #11.B: APPROVAL OF AN INCENTIVE PLAN FOR ISSUER YES FOR FOR
EMPLOYEES OF ABBEY NATIONAL PLC AND OTHER COMPANIES OF
THE GROUP IN THE UNITED KINGDOM BY MEANS OF OPTIONS
TO SHARES OF THE BANK LINKED TO THE CONTRIBUTION OF
PERIODIC MONETARY AMOUNTS AND TO CERTAIN REQUIREMENTS
OF PERMANENCE.
PROPOSAL #12.: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR FOR
TO INTERPRET, REMEDY, SUPPLEMENT, CARRY OUT AND
FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE
SHAREHOLDER AT THE MEETING, AS WELL AS TO DELEGATE THE
POWERS RECEIVED FROM THE SHAREHOLDERS AT THE MEETING,
AND THE GRANT OF POWERS TO CONVERT SUCH RESOLUTIONS
INTO NOTARIAL INSTRUMENTS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK HAPOALIM B M
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR FOR
DIRECTORS REPORT FOR THE YEAR 2006
PROPOSAL #2.1: RE-APPOINT MR. ODED SARIG AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #2.2: RE-APPOINT MR. MALI BARON AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #2.3: RE-APPOINT MR. LESLEY LITNER AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #2.4: RE-APPOINT MR. NIR ZICHLINSKI AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD INSEPTEMBER
2007
PROPOSAL #2.5: RE-APPOINT MR. RONEN ISRAEL AS A ISSUER YES FOR FOR
DIRECTOR, WHO WAS CO-OPTED BY THE BOARD IN SEPTEMBER
2007
PROPOSAL #3.: APPROVE THE PAYMENT TO THE DIRECTORS ISSUER YES FOR FOR
& Acirc; WITH THE EXCEPTION OF THOSE REFERRED TORESOLUTION 4
HEREAFTER& eth; OF ANNUAL REMUNERATION IN THE AMOUNT NIS
93,810 PAYABLE BY QUARTERLY INSTALLMENTS AND NIS 2,500
MEETING ATTENDANCE FEES; THE ABOVE FEES ARE LINKED TO
THE CONSUMER PRICES INDEX PUBLISHED IN DEC 2004 SO
THAT THE AMOUNTS PRESENTLY PAYABLE ARE NIS 99,313 AND
NIS 2,647 RESPECTIVELY
PROPOSAL #4.: APPROVE THE PAYMENT OF THE DIRECTORS ISSUER YES FOR FOR
FEES, AS ABOVE IN RESOLUTION 3, TO THE DIRECTORS MS.
EPHRAT PELED AND MR. NIR ZICHLINSKI
PROPOSAL #5.1: APPROVE THE GRANT OF INDEMNITY ISSUER YES FOR FOR
UNDERTAKING TO THE FOLLOWING DIRECTORS: MESSRS. ODED
SARIG, MALI BARON, LESLEY LINTER, NIR ZICHLINSKI AND
RONEN ISRAEL
PROPOSAL #5.2: APPROVE THE GRANT OF INDEMNITY ISSUER YES FOR FOR
UNDERTAKING TO MS. EPHRAT PELED, DIRECTOR
PROPOSAL #5.3: APPROVE THE GRANT OF INDEMNITY ISSUER YES FOR FOR
UNDERTAKING TO MR. YAIR ORGELLER, DIRECTOR
PROPOSAL #6.1: RATIFY THE PURCHASE OF THE D& O ISSUER YES FOR FOR
INSURANCE COVER FOR THE YEAR COMMENCED 01 JUN 2007 IN
AN AMOUNT OF USD 200 MILLION FOR A PREMIUM OF USD
1,721,000
PROPOSAL #6.2: APPROVE THE EXTENSION, RENEWAL OR ISSUER YES FOR FOR
PURCHASE OF THE D& O INSURANCE COVER DURING AN
AGGREGATE PERIOD OF UP TO 5 YEARS PROVIDED THAT THE
COVER DOES NOT EXCEED USD 400 MILLION AND THE ANNUAL
PREMIUM DOES NOT EXCEED USD 5 MILLION
PROPOSAL #7.: RE-APPOINT THE ACCOUNTANT-AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE THE BOARD TO FIX THEIR FEES AND RECEIPT OF A
REPORT AS TO THEIR FEES IN 2006
PROPOSAL #8.: APPROVE THE SPECIFIED TERMS OF ISSUER YES FOR FOR
EMPLOYMENT OF MR. DAN DANKNER, CHAIRMAN AND
CONTROLLING SHAREHOLDER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK LEUMI LE-ISRAEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE PURCHASE OF A NEW INSURANCE ISSUER YES FOR FOR
POLICY IN RESPECT OF THE LIABILITY OFTHE DIRECTORS AND
OTHER OFFICERS OF THE BANK AND THE GROUP, FOR A
PERIOD OF 1 YEAR COMMENCING 01 JUL 2007, WITH COVER OF
USD 207.5 MILLION AT A PREMIUM OF SOME USD 1,268
PROPOSAL #2.: APPROVE TO CHANGE THE TERMS OF ISSUER YES FOR FOR
EMPLOYMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS,
MR. EITAN RAFF, SUCH THAT INSTEAD OF THE ENTITLEMENT
OF THE CHAIRMAN OF THE BOARD TO A PROVISION EQUAL TO
2.5% OF HIS GROSS MONTHLY SALARY FOR LOSS OF EARNING
ABILITY INSURANCE, THESE AMOUNTS WILL BE PROVIDED AS
AN ADDITION TO THE BANK'S PROVISION TO THE PENSION
FUND OF THE CHAIRMAN OF THE BOARD; THE CHANGE WILL
TAKE EFFECT AS FROM THE DATE ON WHICH THE CHAIRMAN OF
THE BOARD REACHED THE AGE OF 65
PROPOSAL #3.: ELECT PROF. ISRAEL GILEAD AS AN EXTERNAL ISSUER YES FOR FOR
DIRECTOR FOR AN ADDITIONAL PERIOD OF3 YEARS
PROPOSAL #4.: APPROVE TO INCREASE THE ATTENDANCE FEES ISSUER YES FOR FOR
FOR BOTH REGULAR AND OTHER MEETINGS OF THE BOARD OF
DIRECTORS & Acirc; EXCLUDING THE CHAIRMAN& eth; , INCLUDING THOSE OF
THE EXTERNAL DIRECTORS, COMMENCING 01 FEB 2008
PROPOSAL #5.: APPROVE THE DISTRIBUTION OF A DIVIDEND ISSUER YES FOR FOR
IN RESPECT OF THE FIRST 9 MONTHS OF 2007 ENDING 30 SEP
2007, OF 100.0% OF THE PAID-UP CAPITAL & Acirc; NIS 1.0 FOR
EVERY NIS 1.0 PAR VALUE OF ORDINARY STOCK& eth; ,
CONSTITUTING SOME 49.8% OF THE NET PROFIT FOR THE 9
MONTHS ENDING 30 SEP 2007, TO BE PAID ON 05 FEB 2008
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK LEUMI LE-ISRAEL
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
DIRECTORS REPORT FOR THE YEAR 2007
PROPOSAL #2.: APPROVE THE DISTRIBUTION OF A DIVIDEND ISSUER YES FOR FOR
IN RESPECT OF THE FOURTH QUARTER OF 2007 AT THE RATE
OF PCT 18.4 OF THE PAID-UP CAPITAL, RECORD DATE 17
JUN, EX-DATE 18 JUN, PAYMENT DATE 30 JUN TOGETHER WITH
THE INTERIM DIVIDEND DISTRIBUTED IN FEB 2008, THE
TOTAL DIVIDEND IN RESPECT OF 2007 AMOUNTS TO PCT 50.2
OF THE 2007 PROFIT
PROPOSAL #3.: RE-APPOINT THE ACCOUNTANT AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE THE AUDIT COMMITTEE TO FIX THEIR FEES
PROPOSAL #4.: AMEND THE ARTICLE 8 BY THE ADDITION OF A ISSUER YES FOR FOR
PROVISION AND AUTHORIZE THE BOARD COMMITTEE, TO THE
CEO OR TO SUCH OTHER PERSON RECOMMENDED BY THE CEO,
ITS POWER TO ALLOT SHARES THAT RESULT FROM THE
EXERCISE OR CONVERSION OF SECURITIES
PROPOSAL #5.: APPROVE THE PAYMENT TO THE CHAIRMAN OF ISSUER YES AGAINST AGAINST
THE BOARD OF BONUS OF NIS 4 MILLION INRESPECT OF 2007
PROPOSAL #6.1: RE-ELECT MR. R. GUZMAN AS A DIRECTOR ISSUER YES FOR FOR
WHO IS RETIRING BY ROTA
PROPOSAL #6.2: RE-ELECT MR. Y. MISHAL AS A DIRECTOR ISSUER YES FOR FOR
WHO IS RETIRING BY ROTA
PROPOSAL #6.3: RE-ELECT MR. Z. KOREN AS A DIRECTOR WHO ISSUER YES FOR FOR
IS RETIRING BY ROTA
PROPOSAL #6.4: ELECT MS. M. KATZ AS A NEW DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: APPROVE THE PURCHASE OF D AND O ISSUER YES FOR FOR
INSURANCE COVER IN THE AMOUNT OF USD 260 MILLION FOR A
PERIOD OF 18 MONTHS COMMENCING 30 APR 2008 IN
CONSIDERATION FOR A PREMIUM OF USD 1.8 MILLION
PROPOSAL #8.: APPROVE THE DUTIES OF OFFICERS AND THE ISSUER YES FOR FOR
DISCLOSURE BY THEM OF CONFLICT OF INTERESTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK N S HALIFAX
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RONALD A. BRENNEMAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.2: ELECT MR. C.J. CHEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MS. N. ASHLEIGH EVERETT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.4: ELECT MR. JOHN C. KERR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT HON. MICHAEL J.L. KIRBY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.6: ELECT MR. LAURENT LEMAIRE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. JOHN T. MAYBERRY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MS. ELIZABETH PARR-JOHNSTON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.9: ELECT MR. ALEXIS E. ROVZAR DE LA TORRE ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #1.10: ELECT MR. ARTHUR R.A. SCACE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.11: ELECT MR. ALLAN C. SHAW AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT MR. PAUL D. SOBEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT MS. BARBARA S. THOMAS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.14: ELECT MR. RICHARD E. WAUGH AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS ISSUER YES FOR FOR
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 1: RATIFY THE SPECIFIED EXECUTIVE OFFICERS
COMPENSATION
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 2: APPROVE TO INCREASE THE DIVIDENDS FOR
LONGER-TEM SHAREHOLDERS
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 3: APPROVE THE LIMIT OF VOTING RIGHTS FOR
SHORTER-TERM SHAREHOLDERS
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 4: APPROVE TO PROVIDE THE PAYMENT INTO
EMPLOYEE PENSION FUND IN THE EVENT OF A MERGER
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES ABSTAIN AGAINST
PROPOSAL 5: APPROVE TO INCREASE THE NUMBER OF WOMEN
DIRECTORS
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 6: APPROVE TO DISCLOSE THE RATION BETWEEN THE
SENIOR EXECUTIVE AND AVERAGE EMPLOYEE COMPENSATION
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 7: APPROVE TO OBTAIN SHAREHOLDER PRE-APPROVAL
FOR EXECUTIVE COMPENSATION POLICY AND DIRECTOR FEES
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 8: APPROVE TO RESTRICT EXECUTIVES AND
DIRECTORS EXERCISE OF OPTIONS
PROPOSAL #11.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 9: APPROVE TO DISCLOSE THE PARTICIPATION IN
HEDGE FUNDS
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 10: APPROVE TO PROVIDE FOR CUMULATIVE VOTING
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 11: APPROVE THE DIRECTOR NOMINEE CRITERIA
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL 12: APPROVE TO REVIEW THE DISCLOSURE OF
EXECUTIVE COMPENSATION PROGRAMS
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL 13: APPROVE TO SHIFT EXECUTIVE COMPENSATION
TO CHARITABLE FUNDS
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL 14: APPROVE TO MAKE RESIGNATION UNCONDITIONAL
IN THE EVENT A DIRECTOR FAILS TO RECEIVE A MAJORITY
OF FOR VOTES FROM SHAREHOLDERS PARTICIPATING IN
PERSON OR BY PROXY AT THE AGM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/23/2008 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: KENNETH D. LEWIS ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: MONICA C. LOZANO ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: PATRICIA E. ISSUER YES FOR FOR
MITCHELL
PROPOSAL #1L: ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: O. TEMPLE SLOAN, ISSUER YES FOR FOR
JR.
PROPOSAL #1N: ELECTION OF DIRECTOR: MEREDITH R. ISSUER YES FOR FOR
SPANGLER
PROPOSAL #1O: ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR
PROPOSAL #1P: 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 2008
PROPOSAL #03: STOCKHOLDER PROPOSAL - STOCK OPTIONS SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: STOCKHOLDER PROPOSAL - ADVISORY VOTE ON SHAREHOLDER YES AGAINST FOR
EXEC COMP
PROPOSAL #05: STOCKHOLDER PROPOSAL - DETERMINATION OF SHAREHOLDER YES AGAINST FOR
CEO COMP
PROPOSAL #06: STOCKHOLDER PROPOSAL - CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: STOCKHOLDER PROPOSAL - INDEPENDENT BOARD SHAREHOLDER YES AGAINST FOR
CHAIRMAN
PROPOSAL #08: STOCKHOLDER PROPOSAL - SPECIAL SHAREHOLDER YES AGAINST FOR
SHAREHOLDER MEETINGS
PROPOSAL #09: STOCKHOLDER PROPOSAL - EQUATOR PRINCIPLES SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #10: STOCKHOLDER PROPOSAL - HUMAN RIGHTS SHAREHOLDER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS BK PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE TO PASS AND IMPLEMENT ISSUER YES FOR N/A
RESOLUTION 2 AT THE EGM RELATING TO THE PREFERENCE
SHARES AND TO CONSENT TO ANY RESULTING CHANGE IN THE
RIGHTS OF ORDINARY SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS BK PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE MERGER WITH ABN AMRO HOLDING ISSUER YES FOR N/A
N.V. AND INCREASE IN AUTHORIZED CAPITAL FROM GBP
2,500,000,000 TO GBP 4,401,000,000 AND ISSUE EQUITY
WITH PRE-EMPTIVE RIGHTS UP TO GBP 1,225,319,514 IN
CONNECTION WITH THE MERGER
PROPOSAL #S.2: APPROVE FURTHER INCREASE IN THE ISSUER YES FOR N/A
AUTHORIZED CAPITAL FROM GBP 4,401,000,000 TO GBP
4,401,000,000 AND EUR 2,000,000,000 AND ISSUE
PREFERENCE SHARES WITH PRE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 2,000,000,000 AND
ADOPT NEW ARTICLES OF ASSOCIATION
PROPOSAL #3.: AUTHORIZE THE DIRECTORS TO ISSUE EQUITY ISSUER YES FOR N/A
OR EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 981,979,623
PROPOSAL #S.4: AUTHORIZE THE DIRECTORS TO ISSUE EQUITY ISSUER YES FOR N/A
OR EQUITY-LINKED SECURITIES FOR CASH OTHER THAN ON A
PRO-RATA BASIS TO SHAREHOLDERS AND SELL THE TREASURY
SHARES WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 147,296,943
PROPOSAL #S.5: AUTHORIZE THE COMPANY TO PURCHASE ISSUER YES FOR N/A
1,700,000,000 ORDINARY SHARES FOR MARKET PURCHASE
PROPOSAL #S.6: APPROVE TO CANCEL THE AMOUNT STANDING ISSUER YES FOR N/A
TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE
COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS AND THE AUDITORS ISSUER YES FOR FOR
REPORTS AND THE AUDITED ACCOUNTS FORTHE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #3.: RE-ELECT MR. DAVID BOOTH AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #4.: RE-ELECT SIR MICHAEL RAKE AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. PATIENCE WHEAT CROFT AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. FULVIO CONTI AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #7.: RE-ELECT MR. GARY HOFFMAN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #8.: RE-ELECT SIR JOHN SUNDERLAND AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #9.: RE-ELECT SIR NIGEL RUDD AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY
PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS THE AUDITORS OF THE COMPANY
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: AUTHORIZE THE COMPANY TO MAKE POLITICAL ISSUER YES FOR FOR
DONATIONS AND IN OUR POLITICAL EXPENDITURE
PROPOSAL #13.: APPROVE TO RENEW THE AUTHORITY GIVEN TO ISSUER YES FOR FOR
THE DIRECTORS TO ALLOT SECURITIES
PROPOSAL #S.14: APPROVE TO RENEW THE AUTHORITY GIVEN ISSUER YES FOR FOR
TO THE DIRECTORS TO ALLOT SECURITIES FORCASH OTHER
THAN ON A PRO-RATE BASIS TO SHAREHOLDERS AND TO SELL
TREASURY SHARES
PROPOSAL #S.15: APPROVE TO RENEW THE COMPANY'S ISSUER YES FOR FOR
AUTHORITY TO PURCHASE ITS OWN SHARES
PROPOSAL #S.16: AUTHORIZE THE OFF-MARKET PURCHASE OF ISSUER YES FOR FOR
STAFF SHARES
PROPOSAL #S.17: AUTHORIZE THE CREATION OF PREFERENCE ISSUER YES FOR FOR
SHARES
PROPOSAL #S.18: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #E.1: APPROVE TO SANCTION AND THE PASSING AND ISSUER YES FOR FOR
IMPLEMENTATION OF RESOLUTION 17 AS SPECIFIED AND TO
SANCTION AND TO EACH AND EVERY VARIATION, MODIFICATION
OR ABROGATION OF THE RIGHTS OR PRIVILEGES ATTACHING
TO THE ORDINARY SHARES, IN EACH CASE WHICH IS OR MAY
BE EFFECTED BY OR INVOLVED IN THE PASSING OR
IMPLEMENTATION OF THE SAID RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BASF SE, LUDWIGSHAFEN/RHEIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE FINANCIAL STATEMENTS ISSUER NO N/A N/A
OF BASF SE AND THE BASF GROUP FOR THE FINANCIAL YEAR
2007; PRESENTATION OF MANAGEMENT'S ANALYSIS OF BASF SE
AND THE BASF GROUP FOR THE FINANCIAL YEAR 2007
INCLUDING THE EXPLANATORY REPORTS ON THE DATA
ACCORDING TO SECTION 289 (4) AND SECTION 315 (4) OF
THE GERMAN COMMERCIAL CODE; PRESENTATION OF THE REPORT
OF THE SUPERVISORY BOARD
PROPOSAL #2.: ADOPTION OF A RESOLUTION ON THE ISSUER YES FOR FOR
APPROPRIATION OF PROFIT
PROPOSAL #3.: ADOPTION OF A RESOLUTION GIVING FORMAL ISSUER YES FOR FOR
APPROVAL TO THE ACTIONS OF THE MEMBERSOF THE
SUPERVISORY BOARD
PROPOSAL #4.: ADOPTION OF A RESOLUTION GIVING FORMAL ISSUER YES FOR FOR
APPROVAL TO THE ACTIONS OF THE MEMBERSOF THE BOARD OF
EXECUTIVE DIRECTORS
PROPOSAL #5.: ELECTION OF AN AUDITOR FOR THE FINANCIAL ISSUER YES FOR FOR
YEAR 2008
PROPOSAL #6.: AUTHORIZATION TO BUY BACK SHARES AND TO ISSUER YES FOR FOR
PUT THEM TO FURTHER USE INCLUDING THEAUTHORIZATION TO
REDEEM BOUGHT-BACK SHARES AND REDUCE CAPITAL
PROPOSAL #7.: APPROVAL OF CONTROL AND PROFIT AND LOSS ISSUER NO N/A N/A
TRANSFER AGREEMENTS
PROPOSAL #7.A: AGREEMENT WITH BASF ISSUER YES FOR FOR
BETEILIGUNGSGESELLSCHAFT MBH
PROPOSAL #7.B: AGREEMENT WITH BASF BANK GMBH ISSUER YES FOR FOR
PROPOSAL #8.: ADOPTION OF A RESOLUTION ON THE NEW ISSUER YES FOR FOR
DIVISION OF THE SHARE CAPITAL (SHARE SPLIT) AND THE
AMENDMENT OF THE ARTICLES OF ASSOCIATION
PROPOSAL #9.: ADOPTION OF A RESOLUTION ON THE ISSUER NO N/A N/A
AMENDMENT OF ARTICLES
PROPOSAL #9.A: AMENDMENT OF ARTICLE 14, PARA. 2 ISSUER YES FOR FOR
PROPOSAL #9.B: AMENDMENT OF ARTICLE 17, PARA. 1 ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAYER AG, LEVERKUSEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND RESOLUTION ON THE
APPROPRIATION OF THE DISTRIBUTABLE PROFIT OF EUR
1,031,861,592 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR
1.35 PER ENTITLED SHARE EX-DIVIDEND AND PAYABLE DATE:
26 APR 2008
PROPOSAL #2.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER NO N/A N/A
MANAGING DIRECTORS
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #4.: 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, AT A PRICE NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON
OR BEFORE 24 OCT 2009; 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 T HE SHARES ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE
SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR
WITHIN THE SCOPE OF THE COMPANY'S STOCK OPTION PLANS,
AND TO RETIRE THE SHARES
PROPOSAL #5.A: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION I), THE CREATION OF
CONTINGENT 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 ISSUE BEARER BONDS OR RIGHTS OF
UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013, THE
BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION RIGHTS
FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE IS-SUE OF BONDS TO HOLDERS OF OPTION
OR CONVERSION RIGHTS, FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHT'S OR
PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES
PROPOSAL #5.B: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION I), THE CREATION OF
CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION; THE COMPANY'S SHARE
CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR
195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-
PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 I)
PROPOSAL #6.A: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION II), THE CREATION
OF CONTINGENT 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 ISSUE BEARER BONDS OR RIGHTS
OF UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013.
THE BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE ISSUE OF BONDS TO HOLDERS OF OPTION
AND CONVERSION RIGHTS, FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES
PROPOSAL #6.B: RESOLUTION ON THE ISSUE OF CONVERTIBLE ISSUER NO N/A N/A
AND/OR WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR
PARTICIPATING BONDS (AUTHORIZATION II), THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION; THE COMPANY'S SHARE
CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR
195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-
PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 II)
PROPOSAL #7.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENTS WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARIES FUENFTE BAYER VV GMBH, SECHSTE BAYER VV
GMBH AND ERSTE BAYER VV AG AS THE TRANSFER-RING
COMPANIES, EFFECTIVE FOR A PERIOD OF AT LEAST 5 YEARS
PROPOSAL #8.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER NO N/A N/A
FY: PRICEWATERHOUSECOOPERS AG, ESSEN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS FOR FISCAL 2007
PROPOSAL #2.: APPROVE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF EUR 1.06 PER COMMON SHARE AND EUR 1.08
PER PREFERENCE SHARE
PROPOSAL #3.: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER NO N/A N/A
FOR FISCAL 2007
PROPOSAL #4.: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER NO N/A N/A
FOR FISCAL 2007
PROPOSAL #5.: RATIFY KPMG DEUTSCHE TREUHAND- ISSUER NO N/A N/A
GESELLSCHAFT AG AS THE AUDITORS FOR FISCAL 2008
PROPOSAL #6.: ELECT MR. REINHARD HUETTL, MR. KARL- ISSUER NO N/A N/A
LUDWIG KLEY AND MRS. RENATE KOECHER TO THE SUPERVISORY
BOARD
PROPOSAL #7.: AUTHORIZE SHARE REPURCHASE PROGRAM AND ISSUER NO N/A N/A
CANCELLATION OF REPURCHASED SHARES
PROPOSAL #8.: APPROVE REMUNERATION OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BCE INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/21/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ACQUISITION OF ALL SHARES BY ISSUER YES FOR N/A
THE PURCHASER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BEIERSDORF AG, HAMBURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT OF THE BOARD
OF MANAGING DIRECTORS PURSUANT TO SECTIONS 289(4) AND
315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 176,400,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.70 PER NO-PAR SHARE EUR
17,626,711.20 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE DATE: 02 MAY 2008
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 2008 ISSUER NO N/A N/A
FY: ERNST + YOUNG AG, STUTTGART
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 29
OCT 2009; 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, AND TO
RETIRE THE SHARES
PROPOSAL #7.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY BEIERSDORF MANUFACTURING HAMBURG GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BENPRES HOLDINGS CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/12/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE PROOF OF SERVICE OF NOTICE ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE TO CERTIFY THE QUORUM ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE THE MINUTES OF 14 JUN 2007 ISSUER YES FOR FOR
ANNUAL STOCKHOLDERS MEETING
PROPOSAL #5.: RECEIVE THE REPORT OF THE PRESIDENT ISSUER YES FOR FOR
PROPOSAL #6.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #7.A: ELECT MR. OSCAR M. LOPEZ AS A CHAIRMAN ISSUER YES FOR FOR
PROPOSAL #7.B: ELECT MR. FELIPE B. ALFONSO AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.C: ELECT MR. EUGENIO LOPEZ, III AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.D: ELECT MR. MANUEL M. LOPEZ AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.E: ELECT MR. ANGEL S. ONG AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.F: ELECT MR. WASHINGTON SYCIP AS A ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #7.G: ELECT MR. VICENTE T. PATERNO AS AN ISSUER YES FOR FOR
INDEPENDENT DIRECTOR
PROPOSAL #8.: APPOINT THE EXTERNAL AUDITOR ISSUER YES FOR FOR
PROPOSAL #9.: OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #10.: ADJOURNMENT ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BERKSHIRE HATHAWAY INC.
TICKER: BRKA CUSIP: 084670207
MEETING DATE: 5/3/2008 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
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIC(SOCIETE), CLICHY
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVES THE RECOMMENDATIONS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND RESOLVES THAT THE IN COME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE
FY: EUR 71,839,854.82 PRIOR RETAINED EARNINGS: EUR
373,253 ,325.44 LET BE DISTRIBUTABLE INCOME EUR
445,093,180.26 DIVIDENDS: EUR 65,955,483.90 RETAINED
EARNINGS: EUR 379,137,696.36 TOTAL EQUAL DISTRIBUTABLE
INCOME: EUR 445,093,180.26 THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 1.35 PER SHARE, AND WILL
ENTITLE TO THE 40 % DEDUCTION PROVIDED BY THE FRENCH
TAX CODE, THIS DIVIDEND WILL BE PAID ON 02 JUN 2008,
AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST
3 FYS, THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 1.90
FOR FY 2004 EUR 1.15 FOR FY 2005 EUR 1.30 FOR FY 2006
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225.38
AND FOLLOWING OF THE FRENCH COMMERCIAL CODE, APPROVES
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.5: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR 245,000.00 TO THE BOARD OF DIRECTORS
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TRADE IN THE 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: 10 % OF THE SHARE CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 370,000,000.00,
& Acirc; AUTHORITY EXPIRES AT THE END OF THE 18 MONTH PERIOD& eth; ,
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, THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE SHARE
HOLDERS MEETING OF 23 MAY 2007 IN ITS RESOLUTION 6,
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.7: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A
STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10 % OF THE
SHARE CAPITAL OVER A 24 MONTH PERIOD, AND TO THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.8: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO INCREASE THE CAPITAL, ON ONE OR
MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 50,000,000.00, BY ISSUANCE, WITH
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARE
AND DEBT SECURITIES, THE MAXIMUM NOMINAL AMOUNT OF
DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 650, 000,000.00, & Acirc; AUTHORITY EXPIRES AT THE END OF
THE 26 MONTH PERIOD& eth; , THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 24 MAY 2006 IN ITS
RESOLUTION 14; THIS DELEGATION OF POWERS SUPERSEDES
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT,
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.9: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES AGAINST AGAINST
NECESSARY POWERS TO INCREASE THE CAPITAL, ON ONE OR
MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 50,000,000.00, BY ISSUANCE, WITH
DELETION SUBSCRIPTION RIGHTS MAINTAINED, OF SHARE AND
DEBT SECURITIES, THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
650,0 00,000.00, & Acirc; AUTHORITY EXPIRES AT THE END OF THE
26 MONTH PERIOD& eth; , THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANT ED BY THE
SHAREHOLDERS MEETING OF 24 MAY 2006 IN ITS RESOLUTION
15, THE SHAREHOLDERS MEETING DECIDES TO CANCEL THE
SHAREHOLDERS P REFERENTIAL SUBSCRIPTION RIGHTS, THIS
DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT
PROPOSAL #E.10: APPROVE TO DECIDE TO INCREASE THE ISSUER YES AGAINST AGAINST
NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A
CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHT OF SHAREHOLDERS, AT THE SAME PRICE
AS THE INITIAL ISSUE, WITHIN 30 DAYS OF THE CLOSING OF
THE SUBSCRIPTION PERIOD AND UP TO A MAXIMUM OF 15 %
OF THE INITIAL ISSUE, & Acirc; AUTHORITY EXPIRES AT THE END OF
THE 26 MONTH PERIOD& eth;
PROPOSAL #E.11: AUTHORIZE BOARD OF DIRECTORS ALL ISSUER YES FOR FOR
POWERS IN ORDER TO INCREASE THE SHARE CAPITAL, IN ONE
OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY WAY
OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER
MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY
LAW AND UNDER THE BY LAWS, BY ISSUING BONUS SHARES OR
RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A
COMBINATION OF THESE METHODS, & Acirc; AUTHORITY EXPIRES AT
THE END OF THE 26 MONTH PERIOD& eth; THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DE LEGATIONS TO
THE SAME EFFECT, THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 24 MAY 2006 IN ITS RESOLUTION
16, AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.12: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN, & Acirc; AUTHORITY EXPIRES AT THE END
OF THE 26 MONTH PERIOD& eth; AND FOR AN AMOUNT THAT SHALL
NOT EXCEED 3 % OF THE SHARE CAPITAL, THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
24 MAY 2006 IN ITS RESOLUTION 17, THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT, AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.13: APPROVE TO CANCEL THE SHAREHOLDERS ISSUER YES FOR FOR
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOROF EMPLOYEES
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS ALL ISSUER YES AGAINST AGAINST
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS, TO
BENEFICIARIES TO BE CHOSEN BY IT, OPTIONS GIVING THE
RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE
COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE,
OR TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT
GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL
EXCEED 10 % OF CAPITAL, & Acirc; AUTHORITY EXPIRES AT THE END
OF THE 24 MONTH PERIOD& eth; TO DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOR OF BENEFICIARIES, AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: GRANTS FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIL INTL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/19/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #s.1: APPROVE TO CHANGE THE NAME OF THE ISSUER YES FOR FOR
COMPANY FROM BIL INTERNATIONAL LIMITED TO GUOCOLEISURE
LIMITED AND TO SUBSTITUTE THE NAME GUOCOLEISURE
LIMITED FOR BIL INTERNATIONAL LIMITED WHEREVER THE
LATTER NAME APPEARS IN THE COMPANY'S MEMORANDUM OF
CONTINUANCE AND BYE-LAWS; AND AUTHORIZE THE DIRECTORS
TO COMPLETE AND DO ALL SUCH ACTS AND THINGS AS THEY OR
HE MAY CONSIDER NECESSARY, DESIRABLE OR EXPEDIENT TO
GIVE EFFECT TO THIS RESOLUTION AS THEY OR HE MAY DEEM
FIT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIL INTL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/19/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. PHILIP BURDON AS A DIRECTOR ISSUER YES FOR FOR
WHO RETIRES BY ROTATION PURSUANT TO BYE-LAW 104 OF
THE COMPANY'S BYE-LAWS
PROPOSAL #2.: RE-ELECT MR. TANG KIN FEI AS A DIRECTOR ISSUER YES FOR FOR
WHO RETIRES BY ROTATION PURSUANT TO BYE-LAW 104 OF THE
COMPANY'S BYE-LAWS
PROPOSAL #3.: APPROVE THE PAYMENT OF USD 221,947 AS ISSUER YES FOR FOR
THE DIRECTORS FEES FOR THE FYE 30 JUN 2007
PROPOSAL #4.: APPOINT KPMG SINGAPORE AS THE AUDITORS ISSUER YES FOR FOR
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR FOR
TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY & Acirc; SHARES& eth;
WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR
TO MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
& Acirc; COLLECTIVELY, INSTRUMENTS& eth; THAT MIGHT OR WOULD
REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED
TO THE CREATION AND ISSUE OF & Acirc; AS WELL AS ADJUSTMENTS
TO& eth; 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 & Acirc; NOTWITHSTANDING THE
AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED
TO BE IN FORCE& eth; ISSUE SHARES IN PURSUANCE OF ANY
INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS
RESOLUTION WAS IN FORCE, PROVIDED THAT: THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS
RESOLUTION & Acirc; INCLUDING SHARES TO BE ISSUED IN PURSUANCE
OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS
RESOLUTION& eth; DOES NOT EXCEED 50% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY & Acirc; AS CALCULATED IN ACCORDANCE
WITH THIS RESOLUTION BELOW& eth; , OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO RATA
BASIS TO SHAREHOLDERS OF THE COMPANY & Acirc; INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE
OR GRANTED PURSUANT TO THIS RESOLUTION& eth; DOES NOT
EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
& Acirc; AS CALCULATED IN ACCORDANCE WITH THIS RESOLUTION
BELOW& eth; ; & Acirc; SUBJECT TO SUCH MANNER OF CALCULATION AS MAY
BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED & Acirc; SGX-ST& eth; , FOR THE PURPOSE OF
DETERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE
ISSUED UNDER THIS RESOLUTION ABOVE, 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 II) ANY SUBSEQUENT
CONSOLIDATION OR SUB-DIVISION OF SHARES; IN EXERCISING
THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE
COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE
LISTING MANUAL OF THE SGX-ST & Acirc; UNLESS SUCH COMPLIANCE
HAS BEEN WAIVED BY THE SGX-ST& eth; AND THE BYE-LAWS FOR
THE TIME BEING OF THE COMPANY; AND & Acirc; 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& eth;
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIOVAIL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MESSRS. DR. DOUGLAS J.P. SQUIRES, ISSUER YES FOR FOR
SERGE GOUIN, DAVID H. LAIDLEY, J. SPENCER LANTHIER,
MARK PARRISH, DR. LAURENCE E. PAUL, ROBERT N. POWER,
LLOYD M. SEGAL, MICHAEL R. VAN EVERY AND WILLIAM M.
WELLS AS THE BIOVAIL SLATE OF DIRECTORS
PROPOSAL #2.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS TO HOLD OFFICE UNTIL THE CLOSE OF THE NEXT
ANNUAL MEETING OF COMMON SHAREHOLDERS AND AUTHORIZE
THE BOARD OF DIRECTORS OF BIOVAIL TO FIX THE
REMUNERATION OF THE AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIOVAIL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO ELECT THE FOLLOWING SLATE DIRECTOR ISSUER NO N/A N/A
NOMINEES: BRUCE D BRYDON, DOUGLAS N. DEETH, JOSEPH J.
KRIVULKA, VINCE M. MAZZA, WILLIAM J. MENEAR, ROBERT A.
PODRUZNY, MARK L. THOMPSON, LIZA A. HARRIDYAL SODHA,
DR. D. LORNE TYRRELL AND LAURENCE ZEIFMAN.
PROPOSAL #2.: TO RE-APPOINT ERNEST AND YOUNG LLP, ISSUER NO N/A N/A
CHARTERED ACCOUNTANTS, AS AUDITORS AND TOHOLD OFFICE
UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING OF
SHAREHOLDERS AND TO AUTHORIZE THE BOARD OF DIRECTORS
OF BIOVAIL TO FIX THE REMUNERATION OF THE AUDITORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLOCKBUSTER INC.
TICKER: BBI CUSIP: 093679207
MEETING DATE: 5/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: EDWARD BLEIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. BOWMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACKIE M. CLEGG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. CRYSTAL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: GARY J. FERNANDES ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JULES HAIMOVITZ ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CARL C. ICAHN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES W. KEYES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STRAUSS ZELNICK ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP TO SERVE AS BLOCKBUSTER
INC.'S INDEPENDENT AUDITORS FOR FISCAL 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLUE NILE, INC.
TICKER: NILE CUSIP: 09578R103
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARK VADON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERIC CARLBORG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOANNA STROBER ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR
PROPOSAL #03: APPROVE THE COMPANY'S 2004 EQUITY ISSUER YES FOR FOR
INCENTIVE PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLUESCOPE STEEL LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT, THE FINANCIAL ISSUER NO N/A N/A
STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS FOR THE YE 30 JUN 2007
PROPOSAL #2.: ADOPT THE REMUNERATION REPORT & Acirc; WHICH IS ISSUER YES FOR FOR
CONTAINED IN THE DIRECTORS REPORT& eth; FOR THE YE 30 JUN
2007
PROPOSAL #3.a: ELECT MS. DIANE GRADY AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #3.b: ELECT MR. RON MCNEILLY AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
PROPOSAL #4.: APPROVE, FOR ALL PURPOSES INCLUDING FOR ISSUER YES FOR FOR
THE PURPOSE OF ASX LISTING RULE 10.14, THE GRANT OF
SHARE RIGHTS TO THE MANAGING DIRECTOR AND CHIEF
EXECUTIVE OFFICER, MR. PAUL O MALLEY, UNDER THE LONG
TERM INCENTIVE PLAN, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FYE IN 31 DEC 2007, IN
THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED, SHOWING AN AFTER TAX NET INCOME OF EUR
4,531, 812,601.84
PROPOSAL #O.3: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES FOR FOR
RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS
FOLLOWS: NET INCOME FOR THE FY: EUR 4,531,812,601.84
PROFIT RETAINED EARNINGS: EUR 12,439,561,352.21 TOTAL
EUR 16,971,373,954.05 TO THE SPECIAL INVESTMENT
RESERVE: EUR 19,544, 500.00 DIVIDENDS: EUR
3,034,079,740 .75 RETAINED EARNINGS: EUR 13,917,7
49,713.30 TOTAL : EUR 16,971,373,95 4.05 THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 3.35
PER'S HARE & Acirc; OF A PAR VALUE OF EUR 2.00 EACH& eth; , AND WILL
ENTITLE TO THE DEDUCTION PROVIDED BY THE FRENCH TAX
CODE & Acirc; ARTICLE 158.3.2& eth; , THIS DIVIDEND WILL BE PAID ON
29 MAY 2008, THE COMPANY HOLDING SOME OF ITS OWN
SHARES, SO THAT THE AMOUNT OF THE UNPAID DIVIDEND ON
SUCH SHARES SHALL BE ALLOCATED TO THE RETAINED
EARNINGS ACCOUNT AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS
FOLLOWS: EUR 2.00 FOR FY 2004 EUR 2.60 FOR FY 2005 EUR
3.10 FOR FY 2006; AND TO WITHDRAW FROM THE RETAINED
EARNINGS ACCOUNT THE NECESSARY SUMS TO PAY THE
DIVIDEND ABOVE MENTIONED, RELATED TO THE SHARES OF
WHICH THE EXERCISES OF THE STOCK SUBSCRIPTION OPTIONS
WERE CARRIED OUT BEFORE THE DAY THE DIVIDEND WAS PAID
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL.225.38
AND SEQUENTIAL OF THE FRENCH COMMERCIAL CODE, APPROVES
SAID REPORT AND THE AGREEMENTS REFERRED T O THEREIN
PROPOSAL #O.5: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES FOR FOR
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 % OF THE SHARE CAPITAL, THAT IS 90,569,
544 SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS: EUR 9,056,95 4,400.00; & Acirc; AUTHORITY EXPIRES AT
18 MONTH PERIOD& eth; IT SUPERSEDES THE AUTHORIZATION
GRANTED BY THE COMBINED SHAREHOLDERS MEETING OF 15
MAY 2007 IN ITS RESOLUTION NUMBER 5; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.6: APPOINTS MRS. DANIELA WEBER REY AS A ISSUER YES FOR FOR
DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW APPOINTMENT OF MR. ISSUER YES FOR FOR
FRANCOIS GRAPPOTTE AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW APPOINTMENT OF MR. ISSUER YES FOR FOR
FRANCOIS LEPET IT AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW APPOINTMENT OF MRS. ISSUER YES FOR FOR
SUZANNE BERGE R. KENISTON AS DIRECTOR FOR A 3 YEAR
PERIOD
PROPOSAL #O.10: APPROVE TO RENEW APPOINTMENT OF MRS. ISSUER YES FOR FOR
HELENE PLOIX AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW APPOINTMENT OF MR. ISSUER YES FOR FOR
BAUDOUIN PROT AS DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.12: AUTHORIZE THE BEARER OF AN ORIGINAL, A ISSUER YES FOR FOR
COPY OR EXTRACT OF THE MINUTES OF THISMEETING TO
CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY LAW
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY ISSUANCE, WITH PREFERRED
SUBSCRIPT ION RIGHTS MAINTAINED, OF BNP PARIBA'S
ORDINARY SHARES AND SECURITIES GIVING ACCESS TO BNP
PARIBAS CAPITAL, THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
10,000,000,000 .00, & Acirc; AUTHORITY EXPIRES AT 26 MONTH
PERIOD& eth; IT SUPERSEDES, FOR THE UNUSED AMOUNTS, ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, TO CHARGE THE'S HARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE
PREMIUMS THE AMOUNTS NECESSARY TO FUND THE LEGAL
RESERVE
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
350,000,000.00, BY ISSUANCE, WITHOUT PREEMPTIVE
SUBSCRIPTION RIGHTS AND GRANTING OF A PRIORITY TIME
LIMIT, OF BNP PARIBAS SHARES AND SECURITIES GIVING
ACCESS TO BNP PARIBAS CAPITAL, THE MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 7,000,000,000.00; & Acirc; AUTHORITY EXPIRES AT
26 MONTH PERIOD& eth; ; IT SUPERSEDES, FOR THE UNUSED
AMOUNTS, ANY AND ALL EARLIER DELEGATIONS TO THE SAME
EFFECT; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES, TO CHARGE THE
SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND
DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO FUND
THE LEGAL RESERVE
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE ON 1 OR MORE OCCASIONS, WITHOUT PREEMPTIVE
SUBSCRIPT ION RIGHTS, THE SHARE CAPITAL TO A MAXIMUM
NOMINAL AMOUNT OF EUR 250,0 00,000.00, BY ISSUANCE OF
SHARES TENDERED TO ANY PUBLIC EXCHANGE OFFER MADE BY
BNP PARIBAS; & Acirc; AUTHORITY EXPIRES AT 26 MONTH PERIOD& eth; ,
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, TO CHARGE THE SHARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE
PREMIUMS THE AMOUNTS NECESSARY TO FUND THE LEGAL
RESERVE
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, UP TO 10 % OFTHE SHARE
CAPITAL, BY WAY OF ISSUING , WITHOUT PRE EMPTIVE
SUBSCRIPTION RIGHTS, SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF UNQUOTED CAPITAL SECURITIES; & Acirc; AUTHORITY
EXPIRES AT 26 MONTH PERIOD& eth; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES, TO
CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED
PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS
NECESSARY TO FUND THE LEGAL RESERVE
PROPOSAL #E.17: APPROVE TO DECIDES THAT THE OVERALL ISSUER YES FOR FOR
NOMINAL AMOUNT PERTAINING TO: THE CAPITALINCREASES TO
BE CARRIED OUT WITH THE USE OF THE AUTHORIZATIONS
GIVEN BY RESOLUTIONS 14 TO 16 SHALL NOT EXCEED EUR
350,000,000.00, THE ISSUES OF DEBT SECURITIES TO BE
CARRIED OUT WITH THE USE OF THE AUTHORIZATIONS GIVEN
BY RESOLUTIONS NUMBER 14 TO 16 SHALL NOT EXCEED EUR
7,000,000,000.00, THE SHAREHOLDERS SUBSCRIPTION
RIGHTS BEING CANCELLED
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXI MUM NOMINAL AMOUNT
OF EUR 1,000,000 ,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, OR ADDITIONAL PAID IN CAPITAL, BY
ISSUING BONUS SHARE'S OR RAISING THE PAR VALUE OF
EXISTING SHARES, OR BY A COMBINATION OF THESE METHODS;
& Acirc; AUTHORITY EXPIRES AT 26 MONTH PERIOD& eth; IT SUPERSEDES,
FOR THE UNUSED AMOUNTS, ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #E.19: APPROVE THE OVERALL NOMINAL AMOUNT OF ISSUER YES FOR FOR
THE ISSUES, WITH OR WITHOUT PRE-EMPTIVESUBSCRIPTION
RIGHTS, PERTAINING TO: THE CAPITAL INCREASES TO BE
CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY
RESOLUTIONS 13 TO 16 SHALL NOT EXCEED EUR 1,00
0,000,000.00, THE ISSUES OF DEBT SECURITIES TO BE
CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY
RESOLUTIONS NUMBER 13 TO 16 SHALL NOT EXCEED EUR
10,000,000,000.00
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, AT
ITS SOLE DISCRETION, BY WAY OF ISSUING SHARES, IN
FAVOUR OF MEMBERS OF A COMPANY SAVINGS PLAN OF THE
GROUP BNP PARIBAS; & Acirc; AUTHORITY EXPIRES AT 26 MONTH
PERIOD& eth; AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED
EUR 36,000,000.00, IT SUPERSEDES, FOR THE UNUSED
AMOUNTS, ANY AND ALL EARLIER AUTHORIZATION TO THE SAME
EFFECT; AND TO DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE
BENEFICIARIES ABOVE MENTIONED; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES, TO CHARGE THE SHARE ISSUANCE COSTS
AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE
PREMIUMS THE AMOUNTS NECESSARY TO FUND THE LEGAL
RESERVE
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OF BNP
PARIBAS AND CORPORATE OFFICERS OF THE RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 1.5 % OF
THE SHARE CAPITAL; & Acirc; AUTHORITY EXPIRES AT 38 MONTH
PERIOD& eth; , IT SUPERSEDES, FOR THE UNUSED AMOUNTS, ANY
AND ALL EARLIER AUTHORIZATION TO THE SAME EFFECT; AND
TO DECIDES TO CANCEL T HE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF ANY PERSONS CONCERNED
BY THE CHARACTERISTICS GIVEN BY THE BOARD OF
DIRECTORS; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, IN 1 OR MORE TRANSACTIONS, IN FAVOUR OF
EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND
RELATED COMPANIES, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY OR TO PURCHASE
EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A
TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 3 % OF THE
SHARE CAPITAL, THE TOTAL NUMBER OF SHARES ALLOCATED
FREE OF CHARGE, ACCORDINGLY WITH T HE AUTHORITY
EXPIRES IN ITS RESOLUTION 21, SHALL COUNT AGAINST THIS
CEILING, THE PRESENT AUTHORIZATION IS GRANTED FOR A
38 MONTH PERIOD, IT SUPERSEDES, FOR THE AMOUNTS
UNUSED, ANY AND ALL EARLIER DELEGATION'S TO THE SAME
EFFECT; AND TO DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE
BENEFICIARIES OF THE STOCK SUBSCRIPTION OPTIONS; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, BY
CANCELLING 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; & Acirc; AUTHORITY EXPIRES AT 18 MONTH PERIOD& eth;
IT SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING OF 15 MAY 2007 IN ITS RESOLUTION
11; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
PROPOSAL #E.24: AMEND THE ARTICLE NUMBER 18 OF THE BY ISSUER YES FOR FOR
LAWS
PROPOSAL #E.25: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOLT TECHNOLOGY CORPORATION
TICKER: BTJ CUSIP: 097698104
MEETING DATE: 11/20/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOSEPH ESPESO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL C. HEDGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN F. RYAN ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF AMENDMENT TO CERTIFICATE OF ISSUER YES AGAINST AGAINST
INCORPORATION
PROPOSAL #03: APPROVAL AND ADOPTION OF THE AMENDED AND ISSUER YES FOR FOR
RESTATED 2006 STOCK OPTION AND RESTRICTED STOCK PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOMBARDIER INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. LAURENT BEAUDOIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. PIERRE BEAUDOIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. ANDRE BERARD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. J.R. ANDRE BOMBARDIER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. JANINE BOMBARDIER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.6: ELECT MR. L. DENIS DESAUTELS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.7: ELECT MR. JEAN-LOUIS FONTAINE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.8: ELECT MR. JANE F. GARVEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. DANIEL JOHNSON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT MR. JEAN C. MONTY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT MR. ANDRE NAVARRI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT MR. CARLOS E. REPRESAS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.13: ELECT MR. JEAN-PIERRE ROSSO AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.14: ELECT MR. HEINRICH WEISS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE ERNST YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO INCREASE DIVIDENDS FOR LONGER-
TERM SHAREHOLDERS
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE LIMIT VOTING RIGHTS FOR SHORTER-
TERM SHAREHOLDERS
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE PAYMENT INTO EMPLOYEE PENSION
FUND IN THE EVENT OF A MERGER
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: APPROVE TO INCREASE NUMBER OF WOMEN DIRECTORS
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO DISCLOSE RATIO BETWEEN SENIOR
EXECUTIVE AND AVERAGE EMPLOYEE COMPENSATION
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE OBTAIN SHAREHOLDER PRE-APPROVAL
FOR THE EXECUTIVE COMPENSATION POLICY AND THE DIRECTOR
FEES
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO RESTRICT EXECUTIVES AND THE
DIRECTORS EXERCISE OF OPTIONS
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CUMULATIVE VOTING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTOR'S ANNUAL REPORT AND ISSUER YES FOR FOR
ACCOUNTS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES ABSTAIN AGAINST
PROPOSAL #3.: RE-ELECT MR. A BURGMANS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MRS. C.B. CARROLL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT SIR WILLIAM CASTELL AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. G. DAVID AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT MR. E.B. DAVIS, JR. AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #9.: RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: RE-ELECT DR. B.E. GROTE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11.: RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12.: RE-ELECT MR. A.G. INGLIS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13.: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14.: RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15.: RE-ELECT SIR IAN PROSER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #16.: RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #17.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE BOARD TO FIXTHEIR
REMUNERATION
PROPOSAL #S.18: ADOPT NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #S.19: APPROVE TO GIVE LIMITED AUTHORITY FOR ISSUER YES FOR FOR
THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
PROPOSAL #20.: APPROVE TO GIVE LIMITED AUTHORITY TO ISSUER YES FOR FOR
ALLOT SHARES UP TO A SPECIFIED AMOUNT
PROPOSAL #S.21: APPROVE TO GIVE AUTHORITY TO ALLOT A ISSUER YES FOR FOR
LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-EMPTION
RIGHTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRADFORD & BINGLEY PLC, BINGLEY WEST YORKSHIRE
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INCREASE THE COMPANY'S ISSUER YES FOR FOR
AUTHORIZED SHARE CAPITAL AND AUTHORIZE THE DIRECTORS
TO ISSUE NEW SHARES
PROPOSAL #2.: GRANT AUTHORITY FOR THE DISAPPLICATION ISSUER YES FOR FOR
OF PRE-EMPTION RIGHTS
PROPOSAL #3.: GRANT AUTHORITY FOR THE ALLOTMENT OF NEW ISSUER YES FOR FOR
SHARES INSTEAD OF THE 2008 INTERIM DIVIDEND
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRIDGESTONE CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR FOR
FOR DIRECTORS AND CORPORATEAUDITORS
PROPOSAL #6: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
PROPOSAL #7: AUTHORIZE USE OF STOCK OPTIONS FOR ISSUER YES FOR FOR
DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/6/2008 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: A.J. LACY ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: V.L. SATO, PH.D. ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: T.D. WEST, JR. ISSUER YES FOR FOR
PROPOSAL #1J: 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: EXECUTIVE COMPENSATION DISCLOSURE SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AIRWAYS PLC, HARMONDSWORTH
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/17/2007 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 MAR 2007, TOGETHER WITH THE REPORTS OF THE
DIRECTORS
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR N/A
CONTAINED WITHIN THE REPORT AND ACCOUNTS FOR THE YE 31
MAR 2007
PROPOSAL #3.: RE-ELECT MR. ALISON REED AS A DIRECTOR ISSUER YES FOR N/A
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE
ARTICLE 95 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. JAMES LAWRENCE AS A ISSUER YES FOR N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH THE ARTICLE 95 OF THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #5.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITOR OF THE COMPANY TO HOLD OFFICE FROM THE
CONCLUSION OF THE MEETING TO THE CONCLUSION OF THE
NEXT MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITOR'S REMUNERATION
PROPOSAL #s.7: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY AS SPECIFIED
PROPOSAL #s.8: AUTHORIZE THE COMPANY, FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES & Acirc; SECTION 163(3) OF THE COMPANIES ACT
1985& eth; OF ITS ORDINARY SHARES UPON AND SUBJECT TO THE
FOLLOWING CONDITIONS: THE MAXIMUM NUMBER OF ORDINARY
SHARES WHICH ARE AUTHORIZED TO BE PURCHASED SHALL BE
SUCH NUMBER AS REPRESENTS 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL
AS AT THE DATE OF THE PASSING OF THIS RESOLUTION, AN
AMOUNT EQUAL TO 105% OF THE AVERAGE MARKET VALUE FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT
TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST AT THE TIME
THAT THE PURCHASE IS CARRIED OUT; THE MINIMUM PRICE,
EXCLUSIVE OF ANY EXPENSES, WHICH MAY BE PAID FOR ANY
ORDINARY SHARE SHALL NOT BE LESS THAN THE NOMINAL
VALUE OF SUCH ORDINARY SHARE AT THE TIME OF THE
PURCHASE; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
15MONTHS& eth; ; 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: BRITISH AMERICAN TOBACCO (MALAYSIA) BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
FOR THE FYE 31 DEC 2007 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE THE DECLARATION AND PAYMENT OF A ISSUER YES FOR FOR
FINAL DIVIDEND
PROPOSAL #3.: RE-ELECT MR. JAMES RICHARD SUTTIE AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY WHO RETIRES INACCORDANCE WITH
THE ARTICLES 97 & Acirc; 1& eth; AND & Acirc; 2& eth; OF THE COMPANY'S ARTICLES
OF THE ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. DATO CHAN CHOON NGAI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY WHO RETIRES IN ACCORDANCE WITH
THE ARTICLES 97 & Acirc; 1& eth; AND & Acirc; 2& eth; OF THE COMPANY'S ARTICLES
OF THE ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. JACK MARIE HENRY DAVID ISSUER YES AGAINST AGAINST
BOWLES AS A DIRECTOR OF THE COMPANY WHO RETIRES IN
ACCORDANCE WITH THE ARTICLES 103 OF THE COMPANY'S
ARTICLES OF THE ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. STEPHEN JAMES RUSH AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY WHO RETIRES IN ACCORDANCE WITH
THE ARTICLES 103 OF THE COMPANY'S ARTICLES OF THE
ASSOCIATION
PROPOSAL #7.: APPROVE THE INCREASE OF THE LIMIT OF ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTORS FEES FROM MYR 500,000.00 TO
MYR 800,000.00
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR FOR
PROVISIONS OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA SECURITIES BERHAD, AND/OR ITS SUBSIDIARY
COMPANIES TO ENTER INTO RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE AS
SPECIFIED, PROVIDED THAT SUCH TRANSACTIONS ARE
UNDERTAKEN IN THE ORDINARY COURSE OF BUSINESS, AND ON
NORMAL COMMERCIAL TERMS WHICH ARE NOT MORE FAVORABLE
TO THE RELATED PARTY THAN THOSE GENERALLY AVAILABLE TO
THE PUBLIC AND ARE NOT DETRIMENTAL TO THE MINORITY
SHAREHOLDERS; & Acirc; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR AT THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD
PURSUANT TO SECTION 143(1) OF THE COMPANIES ACT & Acirc; THE
ACT& eth; & Acirc; BUT SHALL NOT EXTEND TO SUCH EXTENSION AS MAY BE
ALLOWED PURSUANT TO SECTION 143(2) OF THE ACT OF THE
COMPANIES ACT 1965& eth; ; AND THAT THE DIRECTORS OF THE
COMPANY AND/OR ITS SUBSIDIARIES BE AUTHORIZED TO
COMPLETE AND DO ALL SUCH ACTS AND THINGS AS THEY MAY
CONSIDER EXPEDIENT OR NECESSARY IN THE BEST INTEREST
OF THE COMPANY TO GIVE EFFECT TO THE TRANSACTIONS AS
AUTHORIZED BY THIS RESOLUTION
PROPOSAL #S.10: APPROVE THE PROPOSED DELETIONS, ISSUER YES FOR FOR
ALTERNATIONS, MODIFICATION, VARIATIONS AND ADDITIONS
TO THE ARTICLES OF ASSOCIATION OF THE COMPANY IN THE
MANNER SPECIFIED AND AUTHORIZE THE DIRECTORS AND
SECRETARY TO SIGN AND EXECUTE ALL RELEVANT DOCUMENTS,
ACTS AND THINGS AS MAY BE REQUIRED FOR AND IN
CONNECTION WITH AND GIVE EFFECT TO THE PROPOSED
AMENDMENTS WITH FULL POWERS TO ASSENT TO ANY
CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
AMENDMENTS AS MAY BE REQUIRED BY THE RELEVANT
AUTHORITIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE 2007 FINANCIAL STATEMENTS ISSUER YES FOR FOR
AND STATUTORY REPORTS
PROPOSAL #2.: APPROVE THE 2007 REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 47.60 PENCE ISSUER YES FOR FOR
PER ORDINARY SHARE FOR 2007
PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS OF THE COMPANY
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR FOR
AUDITORS REMUNERATION
PROPOSAL #6.a: RE-APPOINT MR. JAN DU PLESSIS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.b: RE-APPOINT MR. ANA MARIA LLOPIS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #6.c: RE-APPOINT MR. ANTHONY RUYS AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION
PROPOSAL #7.a: RE-APPOINT MR. KAREN DE SEGUNDO AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.b: RE-APPOINT MR. NICANDRO DURANTE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.c: RE-APPOINT MR. CHRISTINE MORIN-POSTEL ISSUER YES FOR FOR
AS A DIRECTOR
PROPOSAL #7.d: RE-APPOINT MR. BEN STEVENS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, TO ISSUE OF ISSUER YES FOR FOR
EQUITY OR EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
168,168,576
PROPOSAL #S.9: AUTHORIZE THE DIRECTOR, TO ISSUE THE ISSUER YES FOR FOR
EQUITY OR EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
PROPOSAL #10.: APPROVE THE WAIVER OF OFFER OBLIGATION ISSUER YES FOR FOR
PROPOSAL #S.11: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR FOR
PURCHASE OF 201,800,000 ORDINARY SHARES OF ITS OWN
SHARES
PROPOSAL #S.12: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH ENERGY GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/19/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT AND ACCOUNTS ISSUER YES FOR N/A
FOR THE YE 31 MAR 2007
PROPOSAL #2.: RE-APPOINT SIR ROBERT WALMSLEY AS A ISSUER YES FOR N/A
DIRECTOR, PURSUANT TO SECTIONS 293 AND 379 OF THE
COMPANIES ACT 1985 & Acirc; THE ACT& eth;
PROPOSAL #3.: RE-APPOINT MR. STEPHEN BILLINGHAM AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #4.: RE-APPOINT MR. PASCAL COLOMBANI AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-APPOINT MR. JOHN DELUCCA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR N/A
THE AUDITORS OF THE COMPANY, UNTIL THE CONCLUSION OF
THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
PROPOSAL #7.: AUTHORIZE THE AUDIT COMMITTEE TO FIX THE ISSUER YES FOR N/A
AUDITOR'S REMUNERATION
PROPOSAL #8.: DECLARE A FINAL DIVIDEND OF 13.6 PENCE ISSUER YES FOR N/A
PER ORDINARY SHARE OF THE COMPANY FOR THE YE 31 MAR
2007 WHICH SHALL BE PAYABLE ON 31 JUL 2007 TO
SHAREHOLDERS WHO ARE ON THE REGISTER OF MEMBERS AT THE
CLOSE OF BUSINESS ON 29 JUN 2007
PROPOSAL #9.: APPROVE THE REMUNERATION COMMITTEE ISSUER YES FOR N/A
REPORT CONTAINED WITHIN THE ANNUAL REPORT AND ACCOUNTS
FOR THE YE 31 MAR 2007
PROPOSAL #10.: APPROVE THAT THE RULES OF THE BRITISH ISSUER YES FOR N/A
ENERGY GROUP PLC PERFORMANCE SHARE PLAN& Acirc; THE PSP& eth;
PRODUCED IN DRAFT TO THIS MEETING AND THE PURPOSE OF
IDENTIFICATION, INITIALED BY THE CHAIRMAN AND
AUTHORIZE THE BOARD TO ADOPT THE PSP AND TO DO ALL
SUCH OTHER ACTS AND THINGS AS THEY MAY CONSIDER
APPROPRIATE TO IMPLEMENT THE PSP; AND ESTABLISH
FURTHER PLANS BASED ON THE PSP BUT MODIFIED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES
MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED
AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL OR
OVERALL PARTICIPATION IN THE PSP
PROPOSAL #S.11: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR N/A
ASSOCIATION BY DELETING THE ARTICLES 17 (2), (3), (4),
(5), (6), (7), (8), (9), (10), (11), (12) AND (13) AS
SPECIFIED AND BY DELETING THE ARTICLES 129 AND 130 AS
SPECIFIED
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 80 OF THE ACT AND ARTICLE7 OF THE
COMPANY'S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT
SECURITIES & Acirc; WITHIN THE MEANING OF THAT SECTION& eth; UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 19,028,000;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY IN 2008 OR 19 OCT 2008& eth; ; 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, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 12 AND IN ACCORDANCE WITH
SECTION 95 OF THE ACT AND ARTICLE 8 OF THE COMPANY'S
ARTICLES OF ASSOCIATION, TO ALLOT EQUITY SECURITIES
& Acirc; SECTION 94(2) OF THE ACT& eth; FOR CASH, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS & Acirc; SECTION 89(1) OF THE
ACT& eth; , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION WITH
A RIGHTS ISSUE & Acirc; AS DEFINED IN ARTICLE 8 OF THE
COMPANY'S ARTICLES OF ASSOCIATION& eth; ; II) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 2,883,000 CALCULATED,
IN THE CASE OF EQUITY SECURITIES WHICH ARE RIGHTS TO
SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO, RELEVANT
SHARES & Acirc; SECTION 94(5) OF THE ACT& eth; ; & Acirc; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2008 OR 19 OCT 2008& eth; ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.14: APPROVE TO REDUCE THE SHARE PREMIUM ISSUER YES FOR N/A
ACCOUNT OF THE COMPANY BY GBP 2,295 MILLION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BT GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/19/2007 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 ABSTAIN N/A
PROPOSAL #3.: APPROVE THE FINAL DIVIDEND OF 10 PENCE ISSUER YES FOR N/A
PER SHARE
PROPOSAL #4.: RE-ELECT SIR CHRISTOPHER BLAND AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. ANDY GREEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. IAN LIVINGSTON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. JOHN NELSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: ELECT MR. DEBORAH LATHEN AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #9.: ELECT MR. FRANCOIS BARRAULT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR N/A
AS THE AUDITORS OF THE COMPANY
PROPOSAL #11.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR N/A
REMUNERATION OF THE AUDITORS
PROPOSAL #12.: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY LINKED SECUIRITIES WITH PRE-EMPTIVERIGHTS UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 136,000,000
PROPOSAL #S.13: GRANT AUTHORITY TO ISSUE EQUITY OR ISSUER YES FOR N/A
EQUITY-LINKED SECQURITIES WITHOUT PRE-EMPTIVE RIGHTSUP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 21,000,000
SHARES FOR MARKET PURCHASE
PROPOSAL #S.14: GRANT AUTHORITY TO MAKE MARKER ISSUER YES FOR N/A
PURCHASES OF 827,000,000 SHARES
PROPOSAL #S.15: AUTHORIZE THE COMPANY TO COMMUNICATE ISSUER YES FOR N/A
WITH SHAREHOLDERS BY MAKING DOCUMENTS AND INFORMATION
AVAILABLE ON A WEBSITE
PROPOSAL #16.: AUTHORIZE BRITISH TELECOMMUNICATIONS ISSUER YES ABSTAIN N/A
PLC TO MAKE EU POLITICAL ORGANIZATION DONATIONS UP TO
GBP 100,000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YE 31 DEC 2007 ANDTHE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 25 SEN LESS ISSUER YES FOR FOR
INCOME TAX OF 26% FOR THE YE 31 DEC 2007 PAYABLE ON 30
MAY 2008 TO SHAREHOLDERS REGISTERED IN THE COMPANY'S
BOOKS AT THE CLOSE OF BUSINESS ON 20 MAY 2008
PROPOSAL #3.: RE-ELECT TAN SRI DATO MD NOR MD YUSOF ISSUER YES FOR FOR
AS A DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: RE-ELECT DATO NAZIR RAZAK AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-ELECT DATO MOHD SHUKRI HUSSIN AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MR. HIROYUKI KUDO AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #7.: APPROVE THE PAYMENT OF DIRECTORS FEES ISSUER YES FOR FOR
AMOUNTING TO MYR 90,000 PER DIRECTOR PER ANNUM IN
RESPECT OF THE YE 31 DEC 2007
PROPOSAL #8.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY AND AUTHORIZE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR FOR
SECTION 132D OF THE COMPANIES ACT, 1965,TO ISSUE
SHARES IN THE COMPANY AT ANY TIME UNTIL THE CONCLUSION
OF THE NEXT AGM AND UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AS THE DIRECTORS MAY IN THEIR
ABSOLUTE DISCRETION DEEM FIT PROVIDED THAT THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED DOES NOT
EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FOR THE TIME BEING, SUBJECT ALWAYS TO THE APPROVAL OF
ALL THE RELEVANT REGULATORY BODIES BEING OBTAINED FOR
SUCH ALLOTMENT AND ISSUE
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR FOR
COMPANIES ACT, 1965 & Acirc; AS MAY BE AMENDED,MODIFIED OR RE-
ENACTED FROM TIME TO TIME& eth; , THE COMPANY'S ARTICLES OF
ASSOCIATION AND THE REQUIREMENTS OF THE BURSA MALAYSIA
SECURITIES BERHAD & Acirc; BURSA SECURITIES& eth; 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 & Acirc; PROPOSED
SHARES BUY-BACK& eth; AS MAY BE DETERMINED BY THE BOARD OF
DIRECTORS OF THE COMPANY FROM TIME TO TIME THROUGH
BURSA SECURITIES UPON SUCH TERMS AND CONDITIONS AS THE
BOARD OF DIRECTORS MAY DEEM FIT AND EXPEDIENT IN THE
INTEREST OF THE COMPANY PROVIDED THAT THE AGGREGATE
NUMBER OF ORDINARY SHARES PURCHASED AND/OR HELD
PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 10% OF THE
TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY
AT ANY POINT IN TIME AND AN AMOUNT NOT EXCEEDING THE
TOTAL RETAINED PROFITS OF APPROXIMATELY MYR 1,335.3
MILLION AND/OR SHARE PREMIUM ACCOUNT OF APPROXIMATELY
MYR 5,174.2 MILLION OF THE COMPANY BASED ON THE
AUDITED FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2007
BE ALLOCATED BY THE COMPANY FOR THE PROPOSED SHARES
BUY-BACK AND THAT THE ORDINARY SHARES OF THE COMPANY
TO BE PURCHASED ARE TO BE CANCELLED AND/OR RETAINED AS
TREASURY SHARES AND SUBSEQUENTLY BE CANCELLED,
DISTRIBUTED AS DIVIDENDS OR RE-SOLD ON BURSA
SECURITIES; AND AUTHORIZE THE BOARD OF DIRECTORS OF
THE COMPANY TO DO ALL ACTS AND THINGS TO GIVE EFFECT
TO THE PROPOSED SHARES BUY-BACK; & Acirc; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF BCHB
IN 2009 OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM AFTER THAT DATE IS REQUIRED BY LAW TO BE
HELD& eth;
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUNGE LIMITED
TICKER: BG CUSIP: G16962105
MEETING DATE: 5/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: ERNEST G. BACHRACH ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: ENRIQUE H. BOILINI ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: MICHAEL H. BULKIN ISSUER YES FOR FOR
PROPOSAL #02: TO APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
BUNGE LIMITED'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2008 AND TO AUTHORIZE THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE
THE INDEPENDENT AUDITORS FEES.
PROPOSAL #03: TO INCREASE THE NUMBER OF AUTHORIZED ISSUER YES FOR FOR
COMMON SHARES OF BUNGE LIMITED FROM 240,000,000 TO
400,000,000.
PROPOSAL #04: TO INCREASE THE NUMBER OF AUTHORIZED ISSUER YES FOR FOR
PREFERENCE SHARES OF BUNGE LIMITED FROM 10,000,000 TO
21,000,000.
PROPOSAL #05: TO AMEND BUNGE LIMITED'S BYE-LAWS TO ISSUER YES FOR FOR
PERMIT BUNGE LIMITED TO REPURCHASE OR OTHERWISE
ACQUIRE ITS SHARES TO HOLD AS TREASURY SHARES.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUNZL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ACCOUNTS FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.: RE-APPOINT MR. P. L. LARMON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-APPOINT DR. U. WOLTERS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-APPOINT DR. J. R. SLEATH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITORS TO HOLD OFFICE FROM THE CONCLUSION OF THIS
AGM UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AT A
RATE OF REMUNERATION TO BE DETERMINED BY THE DIRECTORS
PROPOSAL #7.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT AS SPECIFIED
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR FOR
IN SUBSTITUTION FOR ALL PREVIOUS AUTHORITIES, TO ALLOT
RELEVANT SECURITIES & Acirc; SECTION 80 OF THE COMPANIES ACT
1985& eth; UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
35,500,000; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE NEXT
AGM OF THE COMPANY OR 13 NOV 2009& eth; ; AND THE DIRECTORS
MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
PROPOSAL #S.9: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR FOR
PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO
ALLOT EQUITY SECURITIES & Acirc; SECTION 94 OF THE COMPANIES
ACT 1985& eth; FOR CASH, SUBJECT TO THE PASSING OF
RESOLUTION 8 AND PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 8 AND TO SELL TREASURY SHARES WHOLLY FOR
CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
& Acirc; SECTION 89(1)& eth; , PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN
CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR ANY
OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY
SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 5,247,344; & Acirc; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY& eth; ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, PURSUANT OF ISSUER YES FOR FOR
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE ONE OR
MORE MARKET PURCHASES & Acirc; SECTION 163(3) OF THE ACT& eth; OF
UP TO 32 1/7P IN THE CAPITAL OF THE COMPANY, UP TO
32,650,000 ORDINARY SHARES, AT A MINIMUM PRICE OF 32
1/7 PENCE AND EQUAL TO 5% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 13 NOV
2009& eth; ; 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: ADOPT THE AMENDED FORM OF THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION AS SPECIFIED
PROPOSAL #S.12: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BWIN INTERACTIVE ENTERTAINMENT AG, WIEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL STATEMENT OF ACCOUNTS ISSUER NO N/A N/A
AND THE REPORT BY MANAGEMENT BOARD AND THE
SUPERVISORY BOARD
PROPOSAL #2.: APPROVE THE ALLOCATION OF THE NET INCOME ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE ACTIONS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS FOR THE FY 2007
PROPOSAL #4.: APPROVE THE ACTIONS OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD FOR THE FY 2007
PROPOSAL #5.: APPROVE THE REMUNERATION OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #6.: ELECT THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #7.A: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
PURCHASE OWN COMPANY CHARES, NOT EXCEEDING 10% OF THE
INITIAL CAPITAL, WITHIN THE NEXT 18 MONTHS
PROPOSAL #7.B: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER NO N/A N/A
SELL OR RETRACT THE SHARES
PROPOSAL #8.A: AMEND THE CONDITIONAL CAPITAL, SO THAT ISSUER NO N/A N/A
THE ISSUE FROM SHARES OCCUR NO LONGER TO THE
ATTENDANCE FROM SHARE-OPTIONS TO THE BOARD OF DIRECTORS
PROPOSAL #8.B: AMEND THE COMPANY CHARTER IN ITEM V ISSUER NO N/A N/A
PARAGRAPH 6
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLE & WIRELESS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/20/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE GROUP ACCOUNTS FOR THE FYE ISSUER YES FOR N/A
31 MAR 2007 AND THE REPORTS OF THE DIRECTORS AND THE
AUDITOR THEREON
PROPOSAL #2.: APPROVE THE DIRECTOR'S REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 31 MAR 2007 AS CONTAINED WITHIN THE
ANNUAL REPORT
PROPOSAL #3.: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR N/A
MAR 2007
PROPOSAL #4.: RE-ELECT MR. RICHARD LAPTHORNE AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #5.: RE-ELECT MR. CLIVE BUTLER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. HARRIS JONES AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR ISSUER YES FOR N/A
OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR N/A
AUDITOR'S REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL PREVIOUS AUTHORITIES UNDER ARTICLE 10(B) ARE
REVOKED, SUBJECT TO ARTICLE 10(D), TO ALLOT RELEVANT
SECURITIES IN ACCORDANCE WITH ARTICLE 10 OF THE
COMPANY'S ARTICLE OF ASSOCIATION SHALL APPLY UNTIL 19
OCT 2008, AND FOR THAT PERIOD THE SECTION 80 AMOUNT
SHALL BE GBP 195 MILLION
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR N/A
SUBSTITUTION FOR ALL PREVIOUS AUTHORITIES UNDER
ARTICLE 10(C) ARE REVOKED, SUBJECT TO ARTICLE 10(D),
TO ALLOT EQUITY SECURITIES FOR CASH IN ACCORDANCE WITH
ARTICLE 10 OF THE COMPANY'S ARTICLES OF ASSOCIATION
SHALL APPLY UNTIL 19 OCT 2008, AND FOR THAT PERIOD THE
SECTION 89 AMOUNT SHALL BE GBP 29 MILLION
PROPOSAL #11.: AMEND THE RULES OF THE CABLE AND ISSUER YES FOR N/A
WIRELESS LONG CASH INCENTIVE PLAN AS SPECIFIED
PROPOSAL #S.12: AUTHORIZE THE COMPANY TO SEND OR ISSUER YES FOR N/A
SUPPLY ANY DOCUMENT OR INFORMATION THAT IS: REQUIRED
OR AUTHORIZED TO BE SENT OR SUPPLIED BY THE COMPANY
UNDER THE COMPANIES ACTS & Acirc; AS SPECIFIED IN SECTION 2 OF
THE COMPANIES ACT 2006 & Acirc; THE 2006 ACT& eth; & eth; ; OR PURSUANT
TO THE COMPANY'S ARTICLES OF ASSOCIATION OR PURSUANT
TO ANY OTHER RULES OR REGULATIONS TO WHICH THE COMPANY
MAY BE SUBJECT; BY MAKING IT AVAILABLE ON A WEBSITE;
THE RELEVANT PROVISIONS OF THE 2006 ACT, WHICH APPLY
WHEN DOCUMENTS SEND UNDER THE COMPANIES ACTS ARE MADE
AVAILABLE IN A WEBSITE, SHALL BE ALSO APPLY, WITH ANY
NECESSARY CHANGES, WHEN ANY DOCUMENT OR INFORMATION IS
SEND OR SUPPLIED UNDER THE COMPANY'S ARTICLES OF
ASSOCIATION OR OTHER RULES OR REGULATIONS TO WHICH THE
COMPANY MAY BE SUBJECT; AND THIS RESOLUTION 12 SHALL
BE SUPERSEDE ANY PROVISION OF THE COMPANY'S ARTICLES
OF ASSOCIATION TO EXTENT THAT IF IS INCONSISTENT WITH
THIS RESOLUTION
PROPOSAL #S.13: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR N/A
PURCHASES & Acirc; SECTION 163(3) OF THE COMPANIES ACT 1985& eth;
OF UP TO 238 MILLION ORDINARY SHARES OF 25P EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P
AND NOT MORE THAN 5% OVER 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; AND THE PRICE
STIPULATED BY ARTICLE 5(1) OF THE BUYBACK AND
STABILISATION REGULATIONS & Acirc; EC NO. 2273/2003& eth; ;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY IN 2008 OR 19 OCT 2008& eth; ; 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 COMPANY AND ANY COMPANY ISSUER YES FOR N/A
WHICH IS OR BECOMES A SUBSIDIARY OF THECOMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION, IN ACCORDANCE
WITH SECTION 347C OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANISATIONS NOT EXCEEDING
GBP 100,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY IN 2008 OR 31 JUL 2008& eth;
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLEVISION SYSTEMS CORPORATION
TICKER: CVC CUSIP: 12686C109
MEETING DATE: 10/24/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ADOPT AND APPROVE THE AGREEMENT AND ISSUER YES AGAINST AGAINST
PLAN OF MERGER, DATED AS OF MAY 2, 2007, BY AND AMONG
CENTRAL PARK HOLDING COMPANY, LLC, CENTRAL PARK MERGER
SUB, INC. AND CABLEVISION SYSTEMS CORPORATION AS IT
MAY BE AMENDED FROM TIME TO TIME, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
PROPOSAL #02: TO APPROVE AN AMENDMENT TO CABLEVISION ISSUER YES AGAINST AGAINST
SYSTEMS CORPORATION'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION, WHICH WOULD MAKE SECTION A.X. OF
ARTICLE FOURTH OF THE AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION INAPPLICABLE TO THE MERGER AND THE
OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT.
PROPOSAL #03: TO APPROVE ANY MOTION TO ADJOURN THE ISSUER YES AGAINST AGAINST
SPECIAL MEETING TO A LATER DATE TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO APPROVE PROPOSAL 1 OR PROPOSAL
2.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLEVISION SYSTEMS CORPORATION
TICKER: CVC CUSIP: 12686C109
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ZACHARY W. CARTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES D. FERRIS ISSUER YES WITHHOLD AGAINST
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
ELECTION OF DIRECTOR: LEONARD TOW 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 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CALTEX AUSTRALIA LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: THE CHAIRMAN WILL PRESENT AN INCIDENT ISSUER NO N/A N/A
FREE OPERATIONS TOPIC TO THE AGM
PROPOSAL #2.: THE CHAIRMAN AND THE MANAGING DIRECTOR ISSUER NO N/A N/A
AND CHIEF EXECUTIVE OFFICER WILL MAKE PRESENTATION TO
SHAREHOLDERS
PROPOSAL #3.: THE CHAIRMAN WILL DISCUSS KEY ISSUES ISSUER NO N/A N/A
RAISED BY SHAREHOLDERS PRIOR TO THE AGM AND, DURING
THE DISCUSSION, WILL INVITE QUESTIONS FROM
SHAREHOLDERS REGARDING THESE KEY ISSUER
PROPOSAL #4.: RECEIVE THE FINANCIAL REPORT, THE ISSUER NO N/A N/A
DIRECTORS REPORT AND THE AUDITOR'S REPORT FOR CALTEX
AUSTRALIA LIMITED & Acirc; AND THE CALTEX AUSTRALIA GROUP& eth; FOR
THE YE 31 DEC 2007 WILL BE LAID BEFORE THE MEETING
PROPOSAL #5.: ADOPT THE REMUNERATION REPORT & Acirc; WHICH ISSUER YES FOR FOR
FORMS PART OF THE DIRECTORS REPORT& eth; FORTHE YE 31 DEC
2007
PROPOSAL #6.: APPROVE TO INCREASE OF AUD 200,000 IN ISSUER YES FOR FOR
THE TOTAL REMUNERATION POOL AVAILABLE FOR BOARD FEES
PAID TO NON-EXECUTIVE DIRECTORS OF CALTEX AUSTRALIA
LIMITED FROM AUD 1,400,000 & Acirc; INCLUSIVE OF STATUTORY
ENTITLEMENTS& eth; TO AUD 1,600,000 INCLUSIVE OF STATUTORY
ENTITLEMENTS& eth; WITH EFFECT FROM 01 JAN 2008
PROPOSAL #7.: ELECT MR. GREIG GAILEY AS A DIRECTOR OF ISSUER YES FOR FOR
CALTEX AUSTRALIA LIMITED IN ACCORDANCE WITH, AND ON
THE TERMS AS SPECIFIED
PROPOSAL #8.: QUESTIONS AND COMMENTS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANADIAN IMPERIAL BANK OF COMMERCE CIBC, TORONTO ON
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPOINT THE AUDITORS ISSUER YES FOR FOR
PROPOSAL #2.1: ELECT MR. BRENT S. BELZBERG AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.2: ELECT MRS. JALYNN H. BENNETT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.3: ELECT MR. GARY F. COLTER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT MR. WILLIAM L. DUKE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT MR. IVAN E.H. DUVAR AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT MR. WILLIAM A .ETHERINGTON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.7: ELECT MR. GORDON D. GIFFIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT MS. LINDA S. HASENFRATZ AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.9: ELECT MR. JOHN S. LACEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: ELECT MR. NICHOLAS D. LE PAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.11: ELECT MR. JOHN P. MANLEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: ELECT MR. GERALD T. MCCAUGHEY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.13: ELECT MR. ROBERT J. STEACY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.14: ELECT MR. RONALD W. TYSOE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.15: ELECT MRS. LESLIE RAHL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.16: ELECT MR. CHARLES SIROIS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.17: ELECT MR. STEPHEN G. SNYDER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.A: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: RATIFY THE REPORT OF THE MANAGEMENT
RESOURCES AND COMPENSATION COMMITTEE; AS SPECIFIED
PROPOSAL #3.B: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CIBC ENCOURAGE SHAREHOLDER
LOYALTY BY ADDING A 10% HIKE TO THE DIVIDENDS NORMALLY
PAID OUT ON SHARES HELD FOR MORE THAN 2 YEARS; AS
SPECIFIED
PROPOSAL #3.C: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE SHAREHOLDER VOTING RIGHTS BE
CONFERRED AFTER A MINIMUM HOLDING PERIOD OF 1 YEAR; AS
SPECIFIED
PROPOSAL #3.D: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CIBC BYLAWS PROVIDE, IN THE
EVENT OF A MERGER OR ACQUISITION, FOR PAYING INTO THE
EMPLOYEE PENSION FUND AN AMOUNT EQUAL TO TWICE THE
BONUSES AND COMPENSATION BENEFITS PAID TO THE
EXECUTIVES AND THE DIRECTORS; AS SPECIFIED
PROPOSAL #3.E: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: APPROVE THAT THERE SHOULD BETHE SAME NUMBER
OF MEN AND WOMEN ON THE CIBC BOARD OF DIRECTORS, 3
YEARS FROM THE ADOPTION OF THIS PROPOSAL; AS SPECIFIED
PROPOSAL #3.F: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE ANNUAL REPORT AND THE MANAGEMENT
PROXY CIRCULAR DISCLOSE THE EQUITY RATIO BETWEEN THE
TOTAL COMPENSATION OF THE HIGHEST PAID EXECUTIVES OF
CIBC INCLUDING ANNUAL SALARY, BONUSES, GRATUITIES,
PAYMENTS UNDER LONG-TERM PREMIUM PROGRAMS AND ANY
OTHER FORM OF COMPENSATION AND THAT OF AVERAGE
EMPLOYEE COMPENSATION; AS SPECIFIED
PROPOSAL #3.G: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE COMPENSATION POLICY OF THE 5
MOST SENIOR EXECUTIVES OF CIBC BE PREVIOUSLY ADOPTED
BY SHAREHOLDERS, AS WELL AS THE FEES OF MEMBERS OF THE
BOARD OF DIRECTORS; AS SPECIFIED
PROPOSAL #3.H: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE CIBC REGULATE THE EXERCISING OF
OPTIONS ALLOCATED TO THE SENIOR EXECUTIVES AND THE
DIRECTORS OF OUR COMPANIES, STIPULATING THAT SUCH
OPTIONS MAY NOT BE EXERCISED BEFORE THE END OF THE
MANDATES; AS SPECIFIED
PROPOSAL #3.I: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE STRONG CONCERNS EXPRESSED BY
MANY OBSERVES AND REGULATORS WITH RESPECT TO THE
EFFECTS OF HEDGE FUNDS AND SUBPRIME MORTGAGES ON THE
STABILITY OF THE FINANCIAL SYSTEM, IT IS PROPOSED THAT
THE BANK DISCLOSE INFORMATION ON ITS DIRECT OR
INDIRECT PARTICIPATION IN THIS TYPE OF ACTIVITY; AS
SPECIFIED
PROPOSAL #3.J: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMEND THE BYLAWS TO INSTALL A MECHANISM OF
CUMULATIVE VOTING TO ELECT MEMBERS OF THE BOARD OF
DIRECTORS; AS SPECIFIED
PROPOSAL #3.K: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO CHOOSE THE CANDIDATES FOR THE
DIRECTOR, CIBC'S NOMINATING COMMITTEE MUST GIVE FIRST
PRIORITY TO THE NOMINEES ABILITY TO EFFECTIVELY
REPRESENT THE INTERESTS OF SHAREHOLDERS; AS SPECIFIED
PROPOSAL #3.L: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE COMPENSATION PROGRAMS FOR SENIOR
EXECUTIVES IN THE PAST DECADE SHALL BE RE-EXAMINED TO
ENSURE THAT THEY FULLY COMPLIED WITH ONTARIO
SECURITIES COMMISSION REGULATIONS; AS SPECIFIED
PROPOSAL #3.M: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THAT THIS BANK SHALL, AS SOON AS
PRACTICAL, IMPLEMENT A SYSTEM OF SENIOR EXECUTIVE
COMPENSATION THAT SHIFTS THE LARGEST PART OF
COMPENSATION FROM DIRECT PERSONAL PAYMENTS INTO
CHARITABLE FUNDS DIRECTED BY THE APPROPRIATE
EXECUTIVES AFTER RETIREMENT; AS SPECIFIED
PROPOSAL #3.N: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THAT ANY DIRECTOR WHO FAILS TO
RECEIVE A MAJORITY OF FOR VOTES FROM SHAREHOLDERS
PARTICIPATING IN PERSON OR BY PROXY AT THE ANNUAL
MEETING MUST RESIGN, AND RESIGNATION MUST TAKE EFFECT
UNCONDITIONALLY; AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAPITA GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
ADMISSION OF THE NEW ORDINARY SHARES& Acirc; AS DEFINED
BELOW& eth; TO THE OFFICIAL LIST OF THE UNITED KINGDOM
LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK
EXCHANGE BECOMING EFFECTIVE: THAT ALL THE ORDINARY
SHARES OF 2P EACH IN THE CAPITAL OF THE COMPANY WHICH
AT 4.30 PM ON 14 SEP 2007 & Acirc; OR SUCH OTHER TIME AND DATE
AS THE DIRECTORS OF THE COMPANY MAY DETERMINE& eth; ARE
SHOWN IN THE BOOKS OF THE COMPANY AS AUTHORIZED,
WHETHER ISSUED OR UNISSUED, SHALL BE SUBDIVIDED INTO
NEW ORDINARY SHARES OF 1/15P EACH IN THE CAPITAL OF
THE COMPANY & Acirc; THE INTERMEDIATE ORDINARY SHARES& eth; ; THAT,
IMMEDIATELY THEREAFTER, ALL INTERMEDIATE ORDINARY
SHARES THAT ARE UNISSUED SHALL BE CONSOLIDATED INTO
NEW ORDINARY SHARES OF 2 1/15P EACH IN THE CAPITAL OF
THE COMPANY & Acirc; THE UNISSUED NEW ORDINARY SHARES& eth; ,
PROVIDED THAT, WHERE SUCH CONSOLIDATION WOULD
OTHERWISE RESULT IN A FRACTION OF AN UNISSUED NEW
ORDINARY SHARE, THAT NUMBER OF INTERMEDIATE ORDINARY
SHARES WHICH WOULD OTHERWISE CONSTITUTE, SUCH FRACTION
SHALL BE CANCELLED PURSUANT TO SECTION 121(2)(E) OF
THE COMPANIES ACT 1985; AND THAT, IMMEDIATELY
THEREAFTER, ALL INTERMEDIATE ORDINARY SHARES THAT ARE
IN ISSUE SHALL BE CONSOLIDATED INTO NEW ORDINARY
SHARES OF 2 1/15P EACH IN THE CAPITAL OF THE COMPANY
& Acirc; THE NEW ORDINARY SHARES& eth; , PROVIDED THAT, WHERE SUCH
CONSOLIDATION RESULTS IN ANY SHAREHOLDER 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
SHAREHOLDERS OF THE COMPANY MAY BE ENTITLED; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY IN ACCORDANCE
WITH THE COMPANY'S ARTICLES OF ASSOCIATION, TO SELL
& Acirc; OR APPOINT ANY OTHER PERSON TO SELL& eth; , ON BEHALF OF
THE RELEVANT SHAREHOLDERS, ALL THE NEW ORDINARY SHARES
REPRESENTING SUCH FRACTIONS AT THE BEST PRICE
REASONABLY OBTAINABLE TO ANY PERSON, AND TO DISTRIBUTE
THE PROCEEDS OF SALE & Acirc; NET OF EXPENSES& eth; IN DUE
PROPORTION AMONG THE RELEVANT SHAREHOLDERS ENTITLED
THERETO & Acirc; SAVE THAT ANY FRACTION OF A PENNY WHICH WOULD
OTHERWISE BE PAYABLE SHALL BE ROUNDED UP OR DOWN IN
ACCORDANCE WITH THE USUAL PRACTICE OF THE REGISTRARS
OF THE COMPANY& eth; AND TO EXECUTE AN INSTRUMENT OF
TRANSFER IN RESPECT OF SUCH SHARES ON BEHALF OF THE
RELEVANT SHAREHOLDERS 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 ANY
PROPOSAL #2.: AUTHORIZE THE DIRECTORS, SUBJECT TO AND ISSUER YES FOR N/A
CONDITIONAL UPON THE PASSING OF RESOLUTION 1 AND IN
ACCORDANCE WITH SECTION 80& Acirc; 1& eth; OF THE COMPANIES ACT
1985 & Acirc; ACT& eth; , TO ALLOT RELEVANT SECURITIES & Acirc; SECTION
80(2) OF THE ACT& eth; UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 5,270,284; & Acirc; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY& eth; ; 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.3: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR N/A
SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES
& Acirc; SECTION 94(2) OF THE ACT& eth; FOR CASH, PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 2 ABOVE, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS & Acirc; SECTION 89(1)& eth; ,
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 798,528; & Acirc; AUTHORITY
EXPIRES UPON THE EXPIRY OF THE GENERAL AUTHORITY
CONFERRED BY RESOLUTION 2& eth; ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.4: AUTHORIZE THE COMPANY, SUBJECT TO AND ISSUER YES FOR N/A
CONDITIONAL UPON THE PASSING OF RESOLUTION 1 AND
PURSUANT TO THE COMPANY'S ARTICLES OF ASSOCIATION, TO
MAKE MARKET PURCHASES & Acirc; SECTION 163(3) OF THE COMPANIES
ACT 1985& eth; OF UP TO 59,882,103 ORDINARY SHARES OF 2
1/15P EACH 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 OF
THE MIDDLE MARKET QUOTATIONS OF THE COMPANY'S NEW
ORDINARY SHARES, AS DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY OR 18 MONTHS& eth; ;
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 SHALL BE CANCELLED IMMEDIATELY ON
THE COMPLETION OF THE PURCHASE
PROPOSAL #S.5: AUTHORIZE THE DIRECTORS TO APPROPRIATE ISSUER YES FOR N/A
SUFFICIENT DISTRIBUTABLE PROFITS OF THE COMPANY & Acirc; AS
SHOWN IN THE INTERIM ACCOUNTS FOR THE PERIOD ENDED 30
JUN 2006& eth; TO THE PAYMENT OF THE INTERIM DIVIDEND IN
RESPECT OF THE COMPANY'S ORDINARY SHARES OF 2.7P PER
SHARE PAID ON 06 OCT 2006 & Acirc; THE 2006 INTERIM DIVIDEND
& eth; TO SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF
BUSINESS ON 01 SEP 2006 & Acirc; THE 2006 RECORD DATE & eth; ; AND
APPROVE THAT: ANY AND ALL CLAIMS WHICH THE COMPANY MAY
HAVE IN RESPECT OF THE PAYMENT OF THE 2006 INTERIM
DIVIDEND IN RESPECT OF THE COMPANY'S ORDINARY SHARES
AGAINST ITS SHAREHOLDERS WHO APPEARED ON THE REGISTER
OF SHAREHOLDERS ON THE 2006 RECORD DATE BE RELEASED
WITH EFFECT FROM 06 OCT 2006 AND A DEED OF RELEASE IN
FAVOR OF SUCH SHAREHOLDERS BE ENTERED INTO BY THE
COMPANY IN THE FORM OF THE SPECIFIED DEED; THAT ANY
DISTRIBUTION INVOLVED IN THE GIVING OF ANY SUCH
RELEASE IN RELATION TO THE INTERIM DIVIDEND BE MADE
OUT OF THE PROFITS APPROPRIATED TO THE 2006 INTERIM
DIVIDEND AS AFORESAID BY REFERENCE TO A RECORD DATE
IDENTICAL TO THE 2006 RECORD DATE; THAT ANY AND ALL
CLAIMS WHICH THE COMPANY MAY HAVE AGAINST ITS
DIRECTORS & Acirc; BOTH PAST AND PRESENT& eth; ARISING OUT OF THE
PAYMENT OF THE 2006 INTERIM DIVIDEND OR THE
REPURCHASES BY THE COMPANY OF ITS OWN SHARES CARRIED
OUT BETWEEN OCT 2005 AND MAR 2007 & Acirc; INCLUSIVE& eth; BE
RELEASED AND THAT A DEED OF RELEASE IN FAVOR OF THE
COMPANY'S DIRECTORS BE ENTERED INTO BY THE COMPANY IN
THE FORM OF THE SPECIFIED DEED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAPITA GROUP PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINAL ACCOUNTS AND THE ISSUER YES FOR FOR
REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE
31 DEC 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 31 DEC 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 8.00P PER ISSUER YES FOR FOR
ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MS. MARTINA KING AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT MR. PADDY DOYLE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: ELECT MR. MARTIN BOLLAND AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR FOR
REMUNERATION OF ERNST & YOUNG LLP
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 80 OF THE COMPANIES ACT 1985 & Acirc; THE 1985
ACT & eth; , TO ALLOT RELEVANT SECURITIES & Acirc; SECTION 80(2)& eth; UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,969,709;
& Acirc; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY AFTER THE PASSING OF THIS RESOLUTION& eth; ;
AND THE DIRECTORS SHALL ENTITLED TO 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, SUBJECT TO ISSUER YES FOR FOR
THE PASSING OF RESOLUTION 9 AND PURSUANT TO SECTION 95
OF THE 1985 ACT, TO ALLOT EQUITY SECURITIES & Acirc; SECTION
94(2)& eth; FOR CASH, PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 9, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS & Acirc; SECTION 89(1) OF THE 1985 ACT& eth; , 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; B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 628,502; & Acirc; AUTHORITY SHALL EXPIRE UPON
THE EXPIRY OF THE GENERAL AUTHORITY CONFERRED BY
RESOLUTION 9& eth; ; AND THE DIRECTORS SHALL BE ENTITLED TO
ALLOT EQUITY SECURITIES PURSUANT TO ANY SUCH OFFER OR
AGREEMENT AS IF THE POWER CONFERRED HEREBY NOT EXPIRED
PROPOSAL #S.11: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR FOR
WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO
MAKE MARKET PURCHASES & Acirc; WITHIN THE MEANING OF SECTION
163(3) OF THE COMPANIES ACT 1985& eth; OF UP TO 60,822,849
ORDINARY SHARES, BEING 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT 24 MAR 2008, AT A MINIMUM PRICE
WHICH IS THE NOMINAL VALUE OF SUCH SHARE; AND A
MAXIMUM PRICE WHICH SHALL NOT BE HIGHER OF : 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 FOR AN ORDINARY SHARE
IN THE COMPANY ON THE TRADING VENUE WHERE THE PURCHASE
IS CARRIED OUT; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY HELD IN
2009 OR 18 MONTHS FROM THE DATE OF PASSING OF THIS
RESOLUTION& eth; ; 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; AND ALL SHARES PURCHASED PURSUANT TO THE
AUTHORITY CONFERRED BY THIS RESOLUTION 11 SHALL BE
CANCELLED IMMEDIATELY ON COMPLETION OF THE PURCHASE OR
HELD IN TREASURY
PROPOSAL #S.12: APPROVE AND ADOPT THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY CONTAINED IN THEDOCUMENT
PRODUCED TO THE MEETING 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 CONCLUSION OF THE
2008 AGM
PROPOSAL #13.: AMEND THE RULES OF THE CAPITA GROUP PLC ISSUER YES FOR FOR
1997 EXECUTIVE SHARE OPTION SCHEME & Acirc; THE ESOS & eth; AND
AUTHORIZE THE BOARD OF THE COMPANY TO DO ALL ACTS AND
THINGS NECESSARY OR EXPEDIENT TO CARRY THE SAME INTO
EFFECT INCLUDING MAKING WHATEVER AMENDMENTS ARE
NECESSARY TO OBTAIN FORMAL APPROVAL OF THE AMENDMENTS
& Acirc; WHERE REQUIRED& eth; FROM HM REVENUE & CUSTOMS
PROPOSAL #14.: AMEND THE RULES OF THE CAPITA GROUP PLC ISSUER YES FOR FOR
UK SAVING-RELATED SHARE OPTION SCHEME& Acirc; THE SAYE & eth; AND
AUTHORIZE THE BOARD OF THE COMPANY TO DO ALL ACTS AND
THINGS NECESSARY OR EXPEDIENT TO CARRY THE SAME INTO
EFFECT INCLUDING MAKING WHATEVER AMENDMENTS ARE
NECESSARY TO OBTAIN FORMAL APPROVAL OF THE AMENDMENTS
& Acirc; WHERE REQUIRED& eth; FROM HM REVENUE & CUSTOMS
PROPOSAL #15.: AMEND THE RULES OF THE CAPITA GROUP PLC ISSUER YES FOR FOR
SHARE OWNERSHIP PLAN & Acirc; THE SOP & eth; AND AUTHORIZE THE
BOARD OF THE COMPANY TO DO ALL ACTS AND THINGS
NECESSARY OR EXPEDIENT TO CARRY THE SAME INTO EFFECT
INCLUDING MAKING WHATEVER AMENDMENTS ARE NECESSARY TO
OBTAIN FORMAL APPROVAL OF THE AMENDMENTS & Acirc; WHERE
REQUIRED& eth; FROM HM REVENUE & CUSTOMS
PROPOSAL #16.: APPROVE THE ESTABLISHMENT OF THE CAPITA ISSUER YES FOR FOR
GROUP PLC LONG TERM PLAN & Acirc; THE 2008 LTIP & eth; AND
AUTHORIZE THE BOARD OF THE COMPANY TO DO ALL ACTS AND
THINGS NECESSARY OR EXPEDIENT TO CARRY THE SAME INTO
EFFECT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARLSBERG BREWERY MALAYSIA BERHAD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE AUDITED ACCOUNTS ISSUER YES FOR FOR
FOR THE YE 31 DEC 2007 TOGETHER WITH THE DIRECTOR'S
AND AUDITOR'S REPORTS THEREON
PROPOSAL #2.: APPROVE TO DECLARE A FINAL DIVIDEND OF ISSUER YES FOR FOR
MYR 0.075 PER 50 SEN SHARE LESS MALAYSIAN INCOME TAX
AND A SPECIAL DIVIDEND OF MYR 0.225 PER 50 SEN SHARE
LESS MALAYSIAN INCOME TAX IN RESPECT OF THE YE 31 DEC
2007
PROPOSAL #3.: RE-ELECT MR. TAN SRI DATUK ASMAT BIN ISSUER YES FOR FOR
KAMALUDIN AS A DIRECTOR WHO RETIRE PURSUANT TO ARTICLE
92(A) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #4.: RE-ELECT MR. JESPER BJOERN MADSEN AS A ISSUER YES FOR FOR
DIRECTOR WHO RETIRE PURSUANT TO ARTICLE 92(A) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #5.: RE-ELECT MR. JANNE PETTERI JUVONEN AS A ISSUER YES FOR FOR
DIRECTOR WHO RETIRE PURSUANT TO ARTICLE 92(E) OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. M.R. GOPALA KRISHNAN C.R.K. ISSUER YES FOR FOR
PILLAI AS A DIRECTOR WHO RETIRE PURSUANT TO ARTICLE
92(E) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
PROPOSAL #7.: APPROVE THE PAYMENT OF THE DIRECTORS ISSUER YES FOR FOR
FEES OF MYR 304,000 FOR THE YE 31 DEC 2007
PROPOSAL #8.: RE-APPOINT MESSRS. KPMG AS THE AUDITORS ISSUER YES FOR FOR
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR FOR
COMPANIES ACT, 1965, THE ARTICLES OF ASSOCIATION OF
THE COMPANY AND PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965, TO ISSUE SHARES IN THE COMPANY
FROM TIME TO TIME AND UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AS THE DIRECTORS MAY DEEM FIT
PROVIDED THAT THE AGGREGATE NUMBER OF SHARES ISSUED
PURSUANT TO THIS RESOLUTION IN ANY ONE FY DOES NOT
EXCEED 10% OF THE ISSUED CAPITAL OF THE COMPANY FOR
THE TIME BEING; TO OBTAIN THE APPROVAL FOR THE LISTING
OF AND QUOTATION FOR THE ADDITIONAL SHARES SO ISSUED
ON THE BURSA MALAYSIA SECURITIES BERHAD & Acirc; BURSA
SECURITIES& eth; ; & Acirc; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY& eth;
PROPOSAL #10.: AUTHORIZE THE COMPANY, SUBJECT TO ISSUER YES FOR FOR
COMPLIANCE WITH SECTION 67A OF THE COMPANIES ACT 1965,
THE REQUIREMENTS OF BURSA SECURITIES AND ANY
PREVAILING LAWS, RULES, REGULATIONS, ORDERS,
GUIDELINES AND REQUIREMENTS ISSUED BY ANY RELEVANT TO
UTILISE NOT MORE THAN MYR 271.18 MILLION BEING THE
COMBINED TOTAL OF THE AUDITED DISTRIBUTABLE RETAINED
EARNINGS AND SHARE PREMIUM RESERVES OF THE COMPANY AS
AT 31 DEC 2007 WHICH STOOD AT MYR 263.81 MILLION AND
MYR 7.37 MILLION RESPECTIVELY, TO PURCHASE ON BURSA
SECURITIES UP TO 28,477,800 ORDINARY SHARES OF MYR
0.50 EACH OF THE COMPANY WHICH TOGETHER WITH THE
2,330,000 ORDINARY SHARES OF MYR 0.50 EACH ALREADY
PURCHASED EARLIER AND RETAINED AS TREASURY SHARES,
REPRESENTS 10% OF THE ENLARGED ISSUED AND PAID-UP
SHARE CAPITAL OF 308,078,000 ORDINARY SHARES OF MYR
0.50 EACH; AUTHORIZE THE DIRECTORS, UPON COMPLETION OF
THE PURCHASE BY THE COMPANY OF ITS OWN SHARES, TO: A)
CANCEL ALL OR PART OF THE SHARES SO PURCHASED AND/OR
TO RETAIN ALL OR PART OF THE SHARES IN TREASURY & Acirc; THE
TREASURY SHARES& eth; ; B) DISTRIBUTE THE TREASURY SHARES AS
DIVIDENDS TO THE COMPANY'S SHAREHOLDERS FOR THE TIME
BEING AND/OR TO RESELL THE TREASURY SHARES ON BURSA
SECURITIES; AND/OR C) CANCEL THE SHARES SO PURCHASED
OR CANCEL THE TREASURY SHARES AND TRANSFER THE AMOUNT
BY WHICH THE COMPANY'S ISSUED CAPITAL IS DIMINISHED TO
THE CAPITAL REDEMPTION RESERVE AND SUBSEQUENTLY APPLY
THE CAPITAL REDEMPTION RESERVE TO PAY UP UNISSUED
SHARES OF THE COMPANY TO BE ISSUED TO THE COMPANY'S
SHAREHOLDERS AS FULLY PAID BONUS SHARES, WHEREBY AN
ANNOUNCEMENT REGARDING THE INTENTION OF THE DIRECTORS
OF THE COMPANY IN RELATION TO THE PROPOSED TREATMENT
OF THE SHARES PURCHASED AND RATIONALE THEREOF HAS BEEN
MADE TO BURSA SECURITIES; & Acirc; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR UPON THE
EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS
REQUIRED BY LAW TO BE HELD& eth; ; AUTHORIZE THE DIRECTORS
OF THE COMPANY TO TAKE ALL SUCH STEPS AS ARE NECESSARY
INCLUDING THE OPENING AND MAINTAINING OF A CENTRAL
DEPOSITORIES ACCOUNT(S) UNDER THE SECURITIES INDUSTRY
& Acirc; CENTRAL DEPOSITORIES& eth; ACT, 1991, AND ENTERING INTO
ALL OTHER AGREEMENTS, ARRANGEMENTS AND GUARANTEES WITH
ANY PARTY OR PARTIES TO IMPLEMENT, FINALISE AND GIVE
FULL EFFECT TO THE AFORESAID PURCHASE WITH FULL POWERS
TO ASSENT TO ANY CONDITIONS, MODIFICATIONS,
REVALUATIONS, VARIATIONS AND/OR AMENDMENTS & Acirc; IF ANY& eth; AS
MAY BE IMPOSED BY THE RELEVANT AUTHORITIES FROM TIME
TO TIME AND TO DO ALL SUCH ACTS AND THINGS AS THE SAID
DIRECTORS MAY DEEM FIT AND EXPEDIENT IN THE BEST
INTEREST OF THE COMPANY
PROPOSAL #11.: AUTHORIZE THE COMPANY AND ITS ISSUER YES FOR FOR
SUBSIDIARIES TO ENTER INTO AND GIVE EFFECT TO
SPECIFIED RECURRENT TRANSACTIONS OF A REVENUE OR
TRADING NATURE AND WITH SPECIFIED CLASSES OF THE
RELATED PARTIES AS STATED IN CLAUSE 3.3 OF THE
CIRCULAR TO SHAREHOLDERS DATED 26 MAR 2008 WHICH ARE
NECESSARY FOR THE GROUP'S DAY TO DAY OPERATIONS
SUBJECT TO THE FOLLOWING: A) THE TRANSACTIONS ARE IN
THE ORDINARY COURSE OF BUSINESS AND ARE ON TERMS NOT
MORE FAVORABLE TO THE RELATED PARTIES THAN THOSE
GENERALLY AVAILABLE TO THE PUBLIC WHERE APPLICABLE AND
ARE NOT TO THE DETRIMENT OF THE MINORITY
SHAREHOLDERS; B) DISCLOSURE IS MADE IN THE ANNUAL
REPORT OF THE AGGREGATE VALUE OF TRANSACTIONS
CONDUCTED PURSUANT TO THE SHAREHOLDER'S MANDATE DURING
THE FY; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE FIRST AGM OF THE COMPANY FOLLOWING
THE FORTHCOMING AGM AT WHICH SUCH PROPOSED
SHAREHOLDERS MANDATE WAS PASSED OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
SUBSEQUENT TO THE DATE IT IS REQUIRED TO BE HELD
PURSUANT TO SECTION 143(1) OF THE MALAYSIAN COMPANIES
ACT, 1965 & Acirc; THE ACT& eth; & Acirc; BUT SHALL NOT EXTEND TO SUCH
EXTENSION AS MAY BE ALLOWED PURSUANT TO SECTION 143(2)
OF THE ACT& eth; & eth; ; AND AUTHORIZE THE DIRECTORS AND/OR ANY
OF THEM TO COMPLETE AND DO ALL SUCH ACTS AND THINGS
& Acirc; INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE
REQUIRED& eth; TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS ORDINARY
PROPOSAL #S.1: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY AS SPECIFIED; AUTHORIZE THE DIRECTORS AND
THE SECRETARY OF THE COMPANY TO CARRY OUT ALL THE
NECESSARY FORMALITIES IN EFFECTING THE PROPOSED
AMENDMENTS AS SPECIFIED; AND AUTHORIZE THE DIRECTORS
OF THE COMPANY, TO ASSENT TO ANY CONDITION,
MODIFICATION, VARIATION AND/OR AMENDMENTS AS MAY BE
REQUIRED BY BURSA MALAYSIA SECURITIES BERHAD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARNIVAL PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. MICKY ARISON AS A DIRECTOR ISSUER YES FOR FOR
OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #2.: RE-ELECT MR. AMBASSADOR RICHARD G. CAPEN ISSUER YES FOR FOR
JR. AS A DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL
PLC
PROPOSAL #3.: RE-ELECT MR. ROBERT H. DICKINSON AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #4.: RE-ELECT MR. ARNOLD W. DONALD AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #5.: RE-ELECT MR. PIER LUIGI FOSCHI AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #6.: RE-ELECT MR. HOWARD S. FRANK AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVALPLC
PROPOSAL #7.: RE-ELECT MR. RICHARD J. GLASIER AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #8.: RE-ELECT MR. MODESTO A. MAIDIQUE AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #9.: RE-ELECT SIR. JOHN PARKER AS A DIRECTOR ISSUER YES FOR FOR
OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #10.: RE-ELECT MR. PETER G. RATCLIFFE AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #11.: RE-ELECT MR. STUART SUBOTNICK AS A ISSUER YES FOR FOR
DIRECTOR OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #12.: RE-ELECT MS. LAURA WEIL AS A DIRECTOR ISSUER YES FOR FOR
OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #13.: RE-ELECT MR. UZI ZUCKER AS A DIRECTOR ISSUER YES FOR FOR
OF CARNIVAL CORPORATION & CARNIVAL PLC
PROPOSAL #14.: RE-APPOINT CARNIVAL PLC'S INDEPENDENT ISSUER YES FOR FOR
AUDITORS AND RATIFY CARNIVAL CORPORATION'S INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
PROPOSAL #15.: AUTHORIZE CARNIVAL PLC'S AUDIT ISSUER YES FOR FOR
COMMITTEE TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS
PROPOSAL #16.: RECEIVE THE CARNIVAL PLC ANNUAL ISSUER YES FOR FOR
ACCOUNTS & REPORTS
PROPOSAL #17.: APPROVE CARNIVAL PLC'S DIRECTORS ISSUER YES FOR FOR
REMUNERATION REPORT
PROPOSAL #18.: APPROVE TO RENEW CARNIVAL PLC SECTION ISSUER YES FOR FOR
80 AUTHORITY
PROPOSAL #S.19: APPROVE TO RENEW CARNIVAL PLC SECTION ISSUER YES FOR FOR
89 AUTHORITY
PROPOSAL #S.20: AUTHORIZE CARNIVAL PLC TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES OF ORDINARY SHARES OF USD 1.66 EACH IN THE
CAPITAL OF CARNIVAL PLC
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARREFOUR SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE, THE SUPERVISORY BOARD AND THEAUDITORS,
APPROVE THE FINANCIAL STATEMENTS FOR THE YE 2007 AS
PRESENTED ACCORDINGLY, THE SHAREHOLDERS MEETING GIVES
PERMANENT DISCHARGE TO THE EXECUTIVE COMMITTEE FOR
THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE EXECUTIVE ISSUER YES FOR FOR
COMMITTEE, THE SUPERVISORY BOARD AND THEAUDITORS,
APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SAID FY IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #O.3: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JOSE LOUIS DURAN; THE CHAIRMAN OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.4: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. GILLES PETIT, THE MEMBER OF THE
EXECUTIVE COMMITTEE
PROPOSAL #O.5: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. GUY YRAETA, THE MEMBER OF THE
EXECUTIVE COMMITTEE
PROPOSAL #O.6: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. THIERRY GARNIER, THE MEMBER OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.7: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE, THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JAVIER COMPO, THE MEMBER OF THE
EXECUTIVE COMMITTEE
PROPOSAL #O.8: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY THE ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE, THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JOSE MARIA FOLACHE, THE MEMBER OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.9: APPROVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON THE AGREEMENTS GOVERNED BY ARTICLES L.
225.90.1 OF THE FRENCH COMMERCIAL CODE; THE SAID
REPORT AND THE DISPOSITION FORESEEN BY THE SUPERVISORY
BOARD REGARDING MR. JACQUES BAUCHET, THE MEMBER OF
THE EXECUTIVE COMMITTEE
PROPOSAL #O.10: APPROVES THE RECOMMENDATIONS OF THE ISSUER YES FOR FOR
EXECUTIVE COMMITTEE AND RESOLVES THAT THEINCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: INCOME FOR THE FY:
EUR 4,861,628,153.20 PREVIOUS RETAINED EARNINGS: EUR
360,625,087.72 DISTRIBUTABLE INCOME EUR
5,222,253,240.92 DIVIDENDS: EUR 761,294,933.28
RETAINED EARNINGS EUR 4,460,958,307.64 AND THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.08
PER SHARE, AND WILL ENTITLE TO THE 40% DEDUCTION
PROVIDED BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE
PAID ON 23 APR 2008 AS REQUIRED BY LAW, IT IS
REMINDED THAT FOR THE 3 FY THE DIVIDENDS PAID WERE AS
FOLLOWS: EUR 0.94 FOR FY 2004 EUR 1.00 FOR FY 2005 EUR
1.03 FOR FY 2006
PROPOSAL #O.11: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST AGAINST
BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 65.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED 10% OF THE SHARE CAPITAL, THE MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
4,550,000,000.00; AND TO DELEGATE ALL POWERS TO
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHARED HOLDERS MEETING OF
30 APR 2007 & Acirc; AUTHORITY AFTER18 MONTHS& eth; ;
PROPOSAL #E.12: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE ACCESSIONS AND
AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE
STOCK REPURCHASE PLAN AUTHORIZED BY RESOLUTION NUMBER
11 OF THE PRESENT MEETING AND OR BY CANCELING SHARES
ALREADY HELD BY THE COMPANY, UP TO A MAXIMUM 10% OF
THE SHARE CAPITAL OVER A 24 MONTH PERIOD; AND TO
DELEGATE ALL POWERS TO EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHARED HOLDERS MEETING OF 30 APR 2007; & Acirc; AUTHORITY
EXPIRES AFTER 18 MONTHS& eth;
PROPOSAL #E.13: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE THE MEMBERS
OF A COMPANY SAVINGS PLAN; FOR A NOMINAL AMOUNT THAT
SHALL NOT EXCEED EUR 29,000,000.00; TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR
OF HE EMPLOYEES OF ENTITIES DEFINED BY THE
SHAREHOLDERS MEETING; AND DELEGATES ALL POWERS TO THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; & Acirc; AUTHORITY
EXPIRES AFTER 26 MONTHS& eth;
PROPOSAL #E.14: AUTHORIZE THE EXECUTIVE COMMITTEE, TO ISSUER YES AGAINST AGAINST
GRANT FOR FREE, ON 1 OR MORE OCCASIONS EXISTING OR
FUTURE SHARES, IN FAVOR OF EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES, THEY
MAY NOT REPRESENT MORE THAN 0.2% OF THE SHARE CAPITAL;
TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS; AND TO DELEGATE ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
20 APR 2005; & Acirc; AUTHORITY EXPIRES AFTER 38 MONTHS& eth;
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ISSUER: CATALYST PAPER CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. THOMAS S. CHAMBERS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.2: ELECT MR. GARY COLLINS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. MICHEL DESBIENS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. BENJAMIN C. DUSTER, IV AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. RICHARD GARNEAU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. NEAL P. GOLDMAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT MR. DENIS JEAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. JEFFREY G. MARSHALL AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.9: ELECT MR. AMIT B. WADHWANEY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT KPMG LLP, CHARTERED ACCOUNTANTS, ISSUER YES FOR FOR
AS THE AUDITORS
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO ESTABLISH A POLICY REGARDING THE
COMPANY'S SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THAT
PROVIDES THE FOLLOWING: (1) AN EXCLUSION OF ALL
INCENTIVE PAY FROM INCLUSION IN THE PLAN'S DEFINITION
OF COVERED COMPENSATION USED TO ESTABLISH BENEFITS,
AND (2) A PROHIBITION ON THE GRANTING OF PAST SERVICE
CREDITS OR ACCELERATED SERVICE BENEFITS TO
PARTICIPATING EXECUTIVES, THIS ACTION SHOULD BE
IMPLEMENTED IN A MANNER SO AS NOT TO INTERFERE WITH
EXISTING CONTRACTUAL RIGHTS OF ANY SUPPLEMENTAL PLAN
PARTICIPANT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CB RICHARD ELLIS GROUP, INC.
TICKER: CBG CUSIP: 12497T101
MEETING DATE: 6/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD C. BLUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICE M. DANIELS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SENATOR T.A. DASCHLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CURTIS F. FEENY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRADFORD M. FREEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL KANTOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT E. SULENTIC ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JANE J. SU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRETT WHITE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. WILSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY WIRTA ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVAL OF THE SECOND AMENDED AND ISSUER YES FOR FOR
RESTATED 2004 STOCK INCENTIVE PLAN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CBS CORPORATION
TICKER: CBSA CUSIP: 124857103
MEETING DATE: 5/22/2008 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 THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2008.
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ISSUER: CELESIO AG, STUTTGART
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO
SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL
CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 130,977,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.77 PER NO-PAR SHARE EX-
DIVIDEND AND PAYABLE DATE: 02 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER YES FOR FOR
FY: ERNST & YOUNG AG, STUTTGART
PROPOSAL #6.: AUTHORIZATION TO ACQUIRE OWN SHARES; THE ISSUER YES FOR FOR
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 29 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 OPTION OR
CONVERSION RIGHTS, AND TO RETIRE THE SHARES
PROPOSAL #7.: RESOLUTION ON THE AUTHORIZATION TO ISSUE ISSUER YES FOR FOR
CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION OF
CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT TO
THE ARTICLE OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO ISSUE BEARER BONDS OF UP TO EUR
500,000,000, CONFERRING CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY, ON OR BEFORE 29 APR
2013; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF
BONDS TO HOLDERS OF OPTION AND/OR CONVERSION RIGHTS
FOR SHARES OF THE COMPANY, AND FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE; THE COMPANY'S SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 12,672,000 THROUGH THE ISSUE
OF UP TO 9,900,000 NEW REGISTERED NO-PAR SHARES, IN SO
FAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED
PROPOSAL #8.A: ELECTION OF DR. ECKHARD CORDES TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #8.B: ELECTION OF PROF. DR. JULIUS MICHAEL ISSUER YES FOR FOR
CURTIUS TO THE SUPERVISORY BOARD
PROPOSAL #8.C: ELECTION OF DR. HUBERTUS ERLEN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #8.D: ELECTION OF MR. HANSPETER SPEK TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #8.E: ELECTION OF PROF. DR. KLAUS ISSUER YES FOR FOR
TRUETZSCHLER TO THE SUPERVISORY BOARD
PROPOSAL #8.F: ELECTION OF PROF. DR. ERICH ZAHN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CENTRO PROPERTIES GROUP
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/19/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE AND CONSIDER THE FINANCIAL ISSUER NO N/A N/A
REPORTS OF CENTRO PROPERTIES GROUP & Acirc; COMPRISING THE
COMPANY AND THE TRUST& eth; AND THE REPORTS OF THE
DIRECTORS AND THE AUDITOR FOR THE YE 30 JUN 2007
PROPOSAL #O.2.a: RE-ELECT MR. BRIAN HEALEY AS ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
RULE 9.1(D) OF THE COMPANY'S CONSTITUTION
PROPOSAL #O.2.b: RE-ELECT MR. GRAHAM GOLDIE AS ISSUER YES FOR N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCEWITH
RULE 9.1(D) OF THE COMPANY'S CONSTITUTION
PROPOSAL #O.2.C: RE-ELECT MR. JIM HALL AS DIRECTOR, ISSUER YES FOR N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITHRULE 9.1(D)
OF THE COMPANY'S CONSTITUTION
PROPOSAL #O.3: ADOPT THE REMUNERATION REPORT FOR THE ISSUER YES FOR N/A
COMPANY FOR THE FYE 30 JUN 2007
PROPOSAL #o.4: APPROVE TO INCREASE THE MAXIMUM ISSUER YES FOR N/A
AGGREGATE REMUNERATION WHICH MAY BE PAID EACHYEAR BY
THE COMPANY TO ITS NON-EXECUTIVE DIRECTORS UNDER RULE
9.3(A) OF THE CONSTITUTION OF THE COMPANY TO AUD
2,250,000 WITH EFFECT FROM 01 JUL 2007 & Acirc; EXCLUDING ANY
REMUNERATION FOR EXTRA SERVICES OR SPECIAL EXERTIONS
DETERMINED BY THE DIRECTORS UNDER RULE 9.3(F) OF THE
CONSTITUTION BE PAID IN ADDITION TO ANY REMUNERATION
UNDER RULE 9.3(A) OF THE CONSTITUTION& eth;
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ISSUER: CENTURY ALUMINUM COMPANY
TICKER: CENX CUSIP: 156431108
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT E. FISHMAN, PH.D ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK E. THOMPSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CATHERINE Z. MANNING ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.
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ISSUER: CF INDUSTRIES HOLDINGS, INC.
TICKER: CF CUSIP: 125269100
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WALLACE W. CREEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM DAVISSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN R. WILSON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION OF KPMG LLP AS ISSUER YES FOR FOR
CF INDUSTRIES HOLDINGS, INC.'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHEUNG KONG (HOLDINGS) LTD, CENTRAL DISTRICT
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED FINANCIAL ISSUER YES FOR FOR
STATEMENTS, THE REPORT OF THE DIRECTORS AND THE
INDEPENDENT AUDITOR'S REPORT FOR THE YE 31 DEC 2007
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.1: ELECT MR. LI KA-SHING AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: ELECT MR. LI TZAR KUOI, VICTOR AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.3: ELECT MR. CHUNG SUN KEUNG, DAVY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.4: ELECT MS. PAU YEE WAN, EZRA AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.5: ELECT MR. LEUNG SIU HON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: ELECT MR. SIMON MURRAY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: ELECT MR. CHEONG YING CHEW, HENRY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.: APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU ISSUER YES FOR FOR
AS THE AUDITOR AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
PROPOSAL #5.1: AUTHORIZE THE DIRECTORS TO ISSUE AND ISSUER YES AGAINST AGAINST
DISPOSE OF ADDITIONAL SHARES NOT EXCEEDING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AT THE
DATE OF THIS RESOLUTION UNTIL THE NEXT AGM & Acirc; RELEVANT
PERIOD& eth; , SUCH MANDATE TO INCLUDE THE GRANTING OF
OFFERS OR OPTIONS & Acirc; INCLUDING BONDS AND DEBENTURES
CONVERTIBLE INTO SHARES OF THE COMPANY& eth; WHICH MIGHT BE
EXERCISABLE OR CONVERTIBLE DURING OR AFTER THE
RELEVANT PERIOD
PROPOSAL #5.2: AUTHORIZE THE DIRECTORS DURING THE ISSUER YES FOR FOR
RELEVANT PERIOD TO REPURCHASE 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 OR OF ANY OTHER STOCK
EXCHANGE AS AMENDED FROM TIME TO TIME, BE AND IS
HEREBY GENERALLY AND UNCONDITIONALLY APPROVED, THE
AGGREGATE NOMINAL AMOUNT OF SHARES OF THE COMPANY TO
BE REPURCHASED BY THE COMPANY PURSUANT TO THE APPROVAL
IN THIS RESOLUTION SHALL NOT EXCEED 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY IN ISSUE AT THE DATE OF THIS RESOLUTION, AND
THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AND
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY; THE EXPIRATION OF THE
PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS
REQUIRED BY LAW TO BE HELD& eth;
PROPOSAL #5.3: APPROVE THAT THE GENERAL MANDATE ISSUER YES AGAINST AGAINST
GRANTED TO THE DIRECTORS TO ISSUE AND DISPOSE OF
ADDITIONAL SHARES PURSUANT TO RESOLUTION 5.1 BE
EXTENDED 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
5.2, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY AT THE DATE OF THE SAID
RESOLUTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHEVRON CORPORATION
TICKER: CVX CUSIP: 166764100
MEETING DATE: 5/28/2008 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: J.L. JONES ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: D.J. O REILLY ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: D.B. RICE ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: K.W. SHARER ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR
PROPOSAL #1O: 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 INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
PROPOSAL #04: ADOPT POLICY TO SEPARATE THE SHAREHOLDER YES AGAINST FOR
CEO/CHAIRMAN POSITIONS
PROPOSAL #05: ADOPT POLICY AND REPORT ON HUMAN RIGHTS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: REPORT ON ENVIRONMENTAL IMPACT OF SHAREHOLDER YES ABSTAIN AGAINST
CANADIAN OIL SANDS OPERATIONS
PROPOSAL #07: ADOPT GOALS AND REPORT ON GREENHOUSE GAS SHAREHOLDER YES ABSTAIN AGAINST
EMISSIONS
PROPOSAL #08: REVIEW AND REPORT ON GUIDELINES FOR SHAREHOLDER YES ABSTAIN AGAINST
COUNTRY SELECTION
PROPOSAL #09: REPORT ON HOST COUNTRY LAWS SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: CHINA MOBILE LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
AND THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS OF
THE COMPANY AND ITS SUBSIDIARIES FOR THE YE 31 DEC 2007
PROPOSAL #2.i: DECLARE AN ORDINARY FINAL DIVIDEND FOR ISSUER YES FOR FOR
THE YE 31 DEC 2007
PROPOSAL #2.ii: DECLARE A SPECIAL FINAL DIVIDEND FOR ISSUER YES FOR FOR
THE YE 31 DEC 2007
PROPOSAL #3.i: RE-ELECT MR. LU XIANGDONG AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.ii: RE-ELECT MR. XUE TAOHAI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.iii: RE-ELECT MR. HUANG WENLIN AS A ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #3.iv: RE-ELECT MR. XIN FANFEI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.v: RE-ELECT MR. LO KA SHUI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-APPOINT MESSRS. KPMG AS THE AUDITORS ISSUER YES FOR FOR
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS, TO PURCHASE ISSUER YES FOR FOR
SHARES OF HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY
INCLUDING ANY FORM OF DEPOSITARY RECEIPT REPRESENTING
THE RIGHT TO RECEIVE SUCH SHARES & Acirc; SHARES& eth; AND 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 SHALL NOT EXCEED OR REPRESENT MORE THAN 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS
RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD& eth;
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE ISSUER YES AGAINST AGAINST
AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY
& Acirc; 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& eth; PROVIDED THAT, OTHERWISE THAN
PURSUANT TO I) A RIGHTS ISSUE WHERE SHARES ARE OFFERED
TO SHAREHOLDERS ON A FIXED RECORD DATE IN PROPORTION
TO THEIR THEN HOLDINGS OF SHARES; II) THE EXERCISE OF
OPTIONS GRANTED UNDER ANY SHARE OPTION SCHEME ADOPTED
BY THE COMPANY; OR III) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF SHARES IN
LIEU OF THE WHOLE OR PART OF A DIVIDEND IN ACCORDANCE
WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE
AGGREGATE NOMINAL AMOUNT OF THE SHARES ALLOTTED SHALL
NOT EXCEED 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF
PASSING THIS RESOLUTION; & Acirc; IF THE DIRECTORS ARE SO
AUTHORIZED BY A SEPARATE ORDINARY RESOLUTION OF THE
SHAREHOLDERS OF THE COMPANY& eth; THE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE
COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION
& Acirc; 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& eth; ;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR WITHIN WHICH THE NEXT
AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD& eth;
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, TO ISSUE, ALLOT ISSUER YES AGAINST AGAINST
AND DEAL WITH SHARES BY THE NUMBER OF SHARES
REPURCHASED UP TO 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE
DATE OF PASSING THIS RESOLUTION, AS SPECIFIED IN
RESOLUTION 6
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NATIONAL BUILDING MATERIAL COMPANY LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE COMPANY, WITHIN 12 MONTHS ISSUER YES AGAINST AGAINST
FROM THE DATE OF PASSING OF THIS RESOLUTION, TO
ISSUE, ACCORDING TO THE FOLLOWING PROPOSAL & Acirc; A PROPOSAL
FOR THE ISSUANCE OF THE SHORT-TERM DEBENTURE, AS
SPECIFIED, WITH AN AGGREGATE PRINCIPAL AMOUNT OF NOT
MORE THAN RMB 2.5 BILLION BY THE COMPANY & Acirc; THE SHORT-
TERM DEBENTURE& eth; SHALL BE IN ACCORDANCE WITH THE
OFFERING PROSPECTUSES FINALLY APPROVED BY THE PEOPLE'S
BANK OF CHINA& eth; , THE SHORT-TERM DEBENTURE TO FINANCIAL
INSTITUTIONS INCLUDING BANKS IN THE PRC & Acirc; & Acirc; SAVE FOR
THOSE PROHIBITED BY PRC LAWS OR REGULATIONS FROM
SUBSCRIPTION& eth; DETAILS ARE AS SPECIFIED; THIS
RESOLUTION IS CONDITIONAL ON THE FINAL APPROVAL OF THE
PEOPLE'S BANK OF CHINA
PROPOSAL #S.2: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES AGAINST AGAINST
COMPANY TO DEAL WITH ALL MATTERS IN CONNECTION WITH
THE PROPOSED ISSUE OF THE SHORT-TERM DEBENTURE,
INCLUDING BUT NOT LIMITED TO: A) EXERCISING ALL THE
POWERS OF THE COMPANY TO DETERMINE THE TIMING AND THE
TERMS OF THE ISSUE OF THE SHORT-TERM DEBENTURE; B)
FORMULATING THE OFFERING PROSPECTUSES OF THE SHORT-
TERM DEBENTURE; AND C) DEALING WITH ALL OTHER MATTERS
IN CONNECTION WITH THE ISSUE OF THE SHORT-TERM
DEBENTURE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NATIONAL BUILDING MATERIAL COMPANY LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE REPORT OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS OF THE COMPANY & Acirc; THEBOARD & eth; FOR THE
YE 31 DEC 2007
PROPOSAL #2.: RECEIVE AND APPROVE THE REPORT OF THE ISSUER YES FOR FOR
SUPERVISORY COMMITTEE OF THE COMPANY FOR THE YE 31 DEC
2007
PROPOSAL #3.: RECEIVE AND APPROVE THE REPORT OF THE ISSUER YES FOR FOR
AUDITORS AND AUDITED FINANCIAL STATEMENTS OF THE
COMPANY FOR THE YE 31 DEC 2007
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES FOR FOR
THE FINAL DIVIDEND DISTRIBUTION PLANOF THE COMPANY
FOR THE YE 31 DEC 2007 AND TO AUTHORIZE THE BOARD TO
DISTRIBUTE SUCH FINAL DIVIDEND TO THE SHAREHOLDERS OF
THE COMPANY
PROPOSAL #5.: APPROVE THE AUTHORIZATION OF THE BOARD ISSUER YES FOR FOR
TO DEAL WITH ALL MATTERS IN RELATION TO THE COMPANY'S
DISTRIBUTION OF INTERIM DIVIDEND FOR THE YEAR 2008 IN
ITS ABSOLUTE DISCRETION & Acirc; INCLUDING, BUT NOT LIMITED
TO, DETERMINING WHETHER TO DISTRIBUTE INTERIM DIVIDEND
FOR THE YEAR 2008& eth;
PROPOSAL #6.: AUTHORIZE THE BOARD TO DETERMINE THE ISSUER YES FOR FOR
APPOINTMENT OF THE PRC AUDITORS AND THE INTERNATIONAL
AUDITORS AND TO FIX THEIR REMUNERATION
PROPOSAL #7.a: ELECT MR. SONG ZHIPING AS A EXECUTIVE ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY TO HOLD OFFICE WITH EFFECT
FROM THE DATE OF THE PASSING OF THIS RESOLUTION UNTIL
30 JUN 2011
PROPOSAL #7.b: ELECT MR. CAO JIANGLIN AS AN EXECUTIVE ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY TO HOLD OFFICEWITH EFFECT FROM
THE DATE OF THE PASSING OF THIS RESOLUTION UNTIL 30
JUN 2011
PROPOSAL #7.c: ELECT MR. LI YIMIN AS A EXECUTIVE ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY TO HOLD OFFICE WITHEFFECT FROM
THE DATE OF THE PASSING OF THIS RESOLUTION UNTIL 30
JUN 2011
PROPOSAL #7.d: ELECT MR. PENG SHOU AS AN EXECUTIVE ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY TO HOLD OFFICE WITH EFFECT
FROM THE DATE OF THE PASSING OF THIS RESOLUTION UNTIL
30 JUN 2011
PROPOSAL #7.e: ELECT MS. CUI LIJUN AS A NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY TO HOLD OFFICEWITH EFFECT FROM
THE DATE OF THE PASSING OF THIS RESOLUTION UNTIL 30
JUN 2011
PROPOSAL #7.f: ELECT MR. HUANG ANZHONG AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD OFFICE WITH
EFFECT FROM THE DATE OF THE PASSING OF THIS RESOLUTION
UNTIL 30 JUN 2011
PROPOSAL #7.g: ELECT MR. ZUO FENGGAO AS A NON- ISSUER YES FOR FOR
EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD OFFICE WITH
EFFECT FROM THE DATE OF THE PASSING OF THIS RESOLUTION
UNTIL 30 JUN 2011
PROPOSAL #7.h: ELECT MR. ZHANG RENWEI AS A INDEPENDENT ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTOR OF THE COMPANYTO HOLD OFFICE
WITH EFFECT FROM THE DATE OF THE PASSING OF THIS
RESOLUTION UNTIL 30 JUN 2011
PROPOSAL #7.i: ELECT MR. ZHOU DAOJIONG AS A ISSUER YES FOR FOR
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY TO
HOLD OFFICE WITH EFFECT FROM THE DATE OF THE PASSING
OF THIS RESOLUTION UNTIL 30 JUN 2011
PROPOSAL #7.j: ELECT MR. CHI HAIBIN AS A INDEPENDENT ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTOR OF THE COMPANY TO HOLD OFFICE
WITH EFFECT FROM THE DATE OF THE PASSING OF THIS
RESOLUTION UNTIL 30 JUN 2011
PROPOSAL #7.k: ELECT MR. LAU KO YUEN, TOM AS AN ISSUER YES FOR FOR
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY TO
HOLD OFFICE WITH EFFECT FROM THE DATE OF THE PASSING
OF THIS RESOLUTION UNTIL 30 JUN 2011
PROPOSAL #8.a: ELECT MR. SHEN ANQINU AS A SUPERVISOR ISSUER YES FOR FOR
OF THE COMPANY TO HOLD OFFICE WITH EFFECT FROM THE
DATE OF OF THE PASSING OF THIS RESOLUTION UNTIL 30 JUN
2011
PROPOSAL #8.b: ELECT MS. ZHOU GUOPING AS A SUPERVISOR ISSUER YES FOR FOR
OF THE COMPANY TO HOLD OFFICE WITH EFFECT FROM THE
DATE OF THE PASSING OF THIS RESOLUTION UNTIL 30 JUN
2011
PROPOSAL #8.c: ELECT MR. LIU CHIJIN AS A INDEPENDENT ISSUER YES FOR FOR
SUPERVISOR OF THE COMPANY TO HOLD OFFICE WITH EFFECT
FROM THE DATE OF THE PASSING OF THIS RESOLUTION UNTIL
30 JUN 2011
PROPOSAL #8.d: APPROVE THE APPOINTMENT OF MR. MA ISSUER YES FOR FOR
ZHONGZHI AS A INDEPENDENT SUPERVISOR OF THECOMPANY TO
HOLD OFFICE WITH EFFECT FROM THE DATE OF THE PASSING
OF THIS RESOLUTION UNTIL 30 JUN 2011
PROPOSAL #9.: AUTHORIZE THE BOARD TO FIX THE ISSUER YES FOR FOR
REMUNERATION OF THE SECOND SESSION OF THE DIRECTORS
AND THE SECOND SESSION OF THE SUPERVISORS OF THE
COMPANY
PROPOSAL #S.10: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES AGAINST AGAINST
THE COMPANY TO ALLOT, ISSUE AND DEAL WITH, EITHER
SEPARATELY OR CONCURRENTLY, ADDITIONAL DOMESTIC SHARES
AND H SHARES AND TO MAKE OR GRANT OFFERS, AGREEMENTS,
OPTIONS AND RIGHTS OF EXCHANGE OR CONVERSION WHICH
MIGHT REQUIRE THE EXERCISE OF SUCH POWERS BE GENERALLY
AND UNCONDITIONALLY APPROVED; DURING THE RELEVANT
PERIOD TO MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS
AND RIGHTS OF EXCHANGE OR CONVERSION WHICH MIGHT
REQUIRE THE EXERCISE OF SUCH POWERS AFTER THE END OF
THE RELEVANT PERIOD OF THE AGGREGATE NOMINAL AMOUNTS
OF DOMESTIC SHARES AND H SHARES ALLOTTED, ISSUED AND
DEALT WITH OR AGREED CONDITIONALLY OR UNCONDITIONALLY
TO BE ALLOTTED, ISSUED AND DEALT WITH & Acirc; WHETHER
PURSUANT TO AN OPTION OR OTHERWISE& eth; BY THE BOARD
PURSUANT SHALL NOT EXCEED 20% OF EACH OF THE AGGREGATE
NOMINAL AMOUNTS OF DOMESTIC SHARES AND H SHARES IN
ISSUE AT THE DATE OF PASSING THIS RESOLUTION,
OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE OR II)
ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING
FOR 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 AND
AUTHORIZE THE BOARD TO MAKE CORRESPONDING AMENDMENTS
TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AS IT
THINKS FIT SO AS TO REFLECT THE NEW SHARE CAPITAL
STRUCTURE UPON THE ALLOTMENT OR ISSUANCE OF SHARES AS
PROVIDED IN THIS RESOLUTION& Acirc; AUTHORITY EXPIRES 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 OTHER APPLICABLE LAWS TO
BE HELD& eth;
PROPOSAL #S.11: AMEND ARTICLE 15.3 OF THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY TO REFLECT THE CHANGE IN
THE COMPOSITION OF THE SUPERVISORY COMMITTEE PURSUANT
TO THE REQUIREMENTS OF THE COMPANY LAW OF THE PRC AS
SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORP HONG KONG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE CONTINUING CONNECTED ISSUER YES FOR FOR
TRANSACTIONS CONTEMPLATED UNDER THE ENGINEERING AND
INFORMATION TECHNOLOGY SERVICES AGREEMENT 2008 - 2010,
AS SPECIFIED, TOGETHER WITH THE RELEVANT ANNUAL CAPS
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 SUCH
CONTINUING CONNECTED TRANSACTIONS
PROPOSAL #2.: APPROVE THE CONTINUING CONNECTED ISSUER YES FOR FOR
TRANSACTIONS CONTEMPLATED UNDER THE
DOMESTICINTERCONNECTION SETTLEMENT AGREEMENT 2008 -
2010 AND THE INTERNATIONAL LONG DISTANCE VOICE
SERVICES SETTLEMENT AGREEMENT 2008 - 2010, AS
SPECIFIED AND FOR WHICH CONTINUING CONNECTED
TRANSACTIONS NO ANNUAL CAPS HAVE BEEN PROPOSED 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 SUCH
CONTINUING CONNECTED TRANSACTIONS
PROPOSAL #S.3: APPROVE THE AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION OF THE COMPANY AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORP HONG KONG LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS
PROPOSAL #2.: DECLARE THE FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR FOR
DEC 2007
PROPOSAL #3.I: RE-ELECT MR. ZHANG CHUNJIANG AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.II: RE-ELECT MS. LI JIANGUO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.III: RE-ELECT MR. ZHANG XIAOTIE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.IV: RE-ELECT MR. CESAREO ALIERTA IZUEL AS ISSUER YES FOR FOR
A DIRECTOR
PROPOSAL #3.V: RE-ELECT MR. JOHN LAWSON THORNTON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.: RE-APPOINT MESSRS. ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AS THE AUDITORS AND AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO PURCHASE ISSUER YES FOR FOR
SHARES OF USD 0.04 EACH IN THE CAPITAL OFTHE COMPANY
INCLUDING ANY FORM OF DEPOSITARY RECEIPT REPRESENTING
THE RIGHT TO RECEIVE SUCH SHARES & Acirc; SHARES& eth; 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; & Acirc; 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& eth;
PROPOSAL #6.: AUTHORIZE THE DIRECTORS, TO ALLOT, ISSUE ISSUER YES AGAINST AGAINST
AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY
& Acirc; 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& eth; 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) & Acirc; IF THE
DIRECTORS ARE SO AUTHORIZED BY A SEPARATE ORDINARY
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY& eth; THE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING
OF THIS RESOLUTION & Acirc; 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& eth; , 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; & Acirc; 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& eth;
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST AGAINST
REFERRED TO IN THE RESOLUTION 6 IN RESPECT OF THE
SHARE CAPITAL OF THE COMPANY REFERRED TO IN RESOLUTION
6 AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETE & CHEM CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1.1: APPROVE THE ISSUANCE SIZE ISSUER YES FOR FOR
PROPOSAL #S.1.2: APPROVE THE ISSUANCE PRICE ISSUER YES FOR FOR
PROPOSAL #S.1.3: APPROVE THE ISSUANCE TARGET, METHOD ISSUER YES FOR FOR
OF ISSUANCE AND ARRANGEMENT OF SALE TO EXISTING
SHAREHOLDERS
PROPOSAL #S.1.4: APPROVE THE TERM OF THE BONDS ISSUER YES FOR FOR
PROPOSAL #S.1.5: APPROVE THE INTEREST RATE OF THE ISSUER YES FOR FOR
BONDS WITH WARRANTS
PROPOSAL #S.1.6: APPROVE THE TERM AND METHOD OF ISSUER YES FOR FOR
REPAYMENT FOR PRINCIPAL AND INTEREST
PROPOSAL #S.1.7: APPROVE THE TERM OF REDEMPTION ISSUER YES FOR FOR
PROPOSAL #S.1.8: APPROVE THE GUARANTEE ISSUER YES FOR FOR
PROPOSAL #S.1.9: APPROVE THE TERM OF THE WARRANTS ISSUER YES FOR FOR
PROPOSAL #S1.10: APPROVE THE CONVERSION PERIOD OF THE ISSUER YES FOR FOR
WARRANTS
PROPOSAL #S1.11: APPROVE THE PROPORTION OF EXERCISE ISSUER YES FOR FOR
RIGHTS FOR THE WARRANTS
PROPOSAL #S1.12: APPROVE THE EXERCISE PRICE OF THE ISSUER YES FOR FOR
WARRANTS
PROPOSAL #S1.13: APPROVE THE ADJUSTMENT OF THE ISSUER YES FOR FOR
EXERCISE PRICE OF THE WARRANTS
PROPOSAL #S1.14: APPROVE THE USE OF PROCEEDS FROM THE ISSUER YES FOR FOR
PROPOSED ISSUANCE
PROPOSAL #S1.15: APPROVE THE VALIDITY OF THE RESOLUTION ISSUER YES FOR FOR
PROPOSAL #S1.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
COMPLETE THE SPECIFIC MATTERS OF THE PROPOSED ISSUANCE
PROPOSAL #2.: APPROVE THE FEASIBILITY OF THE PROJECTS ISSUER YES FOR FOR
TO BE INVESTED WITH THE PROCEEDS FROMTHE PROPOSED
ISSUANCE
PROPOSAL #3.: APPROVE THE DESCRIPTION PREPARED BY THE ISSUER YES FOR FOR
BOARD OF DIRECTORS ON THE USE OF PROCEEDS FROM THE
PREVIOUS ISSUANCE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/10/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. SU SHULIN AS A DIRECTOR OF THE ISSUER YES FOR N/A
THIRD SESSION OF THE BOARD OF SINOPEC CORPORATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS OF SINOPEC CORPORATION FOR THE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR FOR
BOARD OF SINOPEC CORPORATION FOR THE YE31 DEC 2007
PROPOSAL #3.: APPROVE THE AUDITED FINANCIAL REPORT AND ISSUER YES FOR FOR
CONSOLIDATED FINANCIAL REPORT OF SINOPEC CORPORATION
FOR THE YE 31 DEC 2007
PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES FOR FOR
DISTRIBUTION OF FINAL DIVIDEND OF SINOPEC CORPORATION
FOR THE YE 31 DEC 2007
PROPOSAL #5.: APPROVE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
HUAZHEN AND KPMG AS THE DOMESTIC AND OVERSEAS AUDITORS
OF SINOPEC CORP. FOR THE YEAR 2008, RESPECTIVELY, AND
TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE
THEIR REMUNERATIONS
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
DETERMINE THE INTERIM PROFIT DISTRIBUTIONPLAN OF
SINOPEC CORP. FOR 2008
PROPOSAL #S.7: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES AGAINST AGAINST
SINOPEC CORPORATION A GENERAL MANDATE TO ISSUE NEW
SHARES: IN ORDER TO GRANT DISCRETION TO THE BOARD OF
DIRECTORS ON THE FLEXIBILITY OF ISSUANCE OF NEW
SHARES, TO OBTAIN A GENERAL MANDATE FROM SHAREHOLDERS;
UNDER THE GENERAL MANDATE, TO ALLOT, ISSUE AND DEAL
WITH SHARES NOT EXCEEDING 20% OF THE EXISTING DOMESTIC
LISTED SHARES AND OVERSEAS LISTED FOREIGN SHARES OF
SINOPEC CORPORATION HOWEVER, NOTWITHSTANDING THE
OBTAINING OF THE GENERAL MANDATE, ANY ISSUE OF
DOMESTIC SHARES NEEDS SHAREHOLDERS; APPROVAL AT
SHAREHOLDERS; MEETING IN ACCORDANCE WITH THE RELEVANT
PRC LAWS AND REGULATIONS IT IS RESOLVED AS FOLLOW:
SUBJECT TO PARAGRAPHS AND PURSUANT TO THE COMPANY LAW
(THE COMPANY LAW& eth; OF THE PEOPLES REPUBLIC OF CHINA
(THE PRC) AND THE LISTING RULES OF THE RELEVANT STOCK
EXCHANGES (AS AMENDED FROM TIME TO TIME), THE EXERCISE
BY THE BOARD OF DIRECTORS OF SINOPEC CORPORATION OF
ALL THE POWERS 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 CONDITIONS FOR THE ALLOTMENT
AND ISSUE OF NEW SHARES INCLUDING THE FOLLOWING TERMS:
(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
POWERS; (2) THE APPROVAL IN PARAGRAPH (1) 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.; (3) 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 PURSUANT TO THE APPROVAL IN
PARAGRAPH (1), 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 (4) IN
EXERCISING THE POWERS GRANTED IN PARAGRAPH (1), 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 (6) 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
PROPOSAL #S.8: APPROVE THE RESOLUTION REGARDING THE ISSUER YES FOR FOR
ISSUE OF DOMESTIC CORPORATE BONDS IN PRINCIPAL AMOUNT
NOT EXCEEDING RMB 20 BILLION WITHIN 24 MONTHS AFTER
THE DATE OF SUCH RESOLUTION PASSED AT AGM AS SPECIFIED
PROPOSAL #S.9: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
DEAL WITH ALL MATTERS IN CONNECTION WITH THE ISSUE OF
DOMESTIC CORPORATE BONDS AS SPECIFIED
PROPOSAL #S.10: APPROVE THE RESOLUTION REGARDING THE ISSUER YES FOR FOR
AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF SINOPEC
CORPORATION ACCORDING TO THE PREVAILING MARKET
CONDITIONS AND THE NEEDS FOR FURTHER DEVELOPMENT OF
THE BUSINESS OF SINOPEC CORPORATION, IT IS PROPOSED TO
AMEND THE RELEVANT PROVISIONS RELATING TO THE
BUSINESS SCOPE OF SINOPEC CORPORATION IN ARTICLE 12 OF
ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #S.11: AUTHORIZE THE SECRETARY TO THE BOARD ISSUER YES FOR FOR
TO MAKE FURTHER NECESSARY AMENDMENTS TO THE WORDING OR
SEQUENCE OF THE REVISED BUSINESS SCOPE MENTIONED IN
RESOLUTION 10 ABOVE BASED ON THE REQUIREMENTS OF THE
APPROVAL AUTHORITIES AND THE ADMINISTRATION FOR
INDUSTRY AND COMMERCE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA STEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: REPORT ON THE OPERATIONS OF 2007 ISSUER NO N/A N/A
PROPOSAL #1.2: REPORT ON SUPERVISORS REVIEW OF THE ISSUER NO N/A N/A
FINALIZED FINANCIAL STATEMENTS OF 2007
PROPOSAL #1.3: REPORT ON THE REVISION OF RULES ISSUER NO N/A N/A
GOVERNING THE CONDUCT OF THE BOARD OF DIRECTORS
PROPOSAL #2.1: APPROVE THE 2007 BUSINESS REPORT AND ISSUER YES FOR FOR
FINANCIAL STATEMENTS
PROPOSAL #2.2: APPROVE THE DISTRIBUTION OF 2007 ISSUER YES FOR FOR
PROFITS & Acirc; CASH DIVIDEND TWD 3.5 PER SHARE, STOCK
DIVIDEND 30 SHARES PER 1,000 SHARES FROM RETAIN
EARNINGS SUBJECT TO 20% WITHHOLDING TAX& eth;
PROPOSAL #3.1: APPROVE THE CAPITALIZATION OF 2007 ISSUER YES FOR FOR
DIVIDENDS SHARING
PROPOSAL #3.2: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #3.3: APPROVE THE EXCHANGE OF SHARES OF CHINA ISSUER YES FOR FOR
STEEL CORPORATION AND DRAGON STEEL CORPORATION
PROPOSAL #3.4: APPROVE TO ISSUE NEW SHARES FOR ISSUER YES FOR FOR
EXCHANGING SHARES OF DRAGON STEEL CORPORATION
PROPOSAL #3.5: APPROVE THE AMENDMENTS TO RULES ISSUER YES FOR FOR
GOVERNING THE CONDUCT OF THE SHAREHOLDERS MEETING
PROPOSAL #3.6: APPROVE THE AMENDMENTS TO THE ISSUER YES FOR FOR
PROCEDURES FOR ACQUISITION OR DISPOSAL OF ASSETS
PROPOSAL #3.7: APPROVE THE REMOVAL OF THE PROHIBITION ISSUER YES FOR FOR
AGAINST THE HOLDINGS OF THE SAME OR SIMILAR POSITIONS
IN CHUNG HUNG STEEL CORPORATION AND ETC; FOR CHAIRMAN
OF BOARD OF DIRECTORS MR. WEN-YUAN LIN
PROPOSAL #4.: EXTEMPORARY MOTIONS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/7/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, RATIFY AND CONFIRM THE ISSUER YES FOR N/A
SUPPLEMENTAL 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 #S.2: AMEND: THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR N/A
THE COMPANY & Acirc; ARTICLES OF ASSOCIATION & eth; WITH THE
FOLLOWING SPECIFIED ARTICLE BE ADDED BEFORE THE
EXISTING ARTICLE 185 OF THE ARTICLES OF ASSOCIATION;
THE EXISTING ARTICLE 186 OF THE ARTICLES OF
ASSOCIATION SHALL BE DELETED IN ITS ENTIRETY AND BE
RESTATED WITH THE FOLLOWING SPECIFIED NEW ARTICLE 186
AND THE FOLLOWING SPECIFIED CLAUSE SHALL BE ADDED
AFTER THE EXISTING ARTICLE 186 OF THE ARTICLES OF
ASSOCIATION; AUTHORIZE THE BOARD OF DIRECTORS OF THE
COMPANY & Acirc; THE BOARD & eth; TO ADD TO OR DELETE THE RELEVANT
CONTENTS TO THE ARTICLES OF ASSOCIATION IN ACCORDANCE
WITH THE SPECIAL RESOLUTION 2 ABOVE, TO RE-ORDER THE
SEQUENCES OF THE ARTICLES IN ACCORDANCE WITH THE ORDER
STATED IN THIS SPECIAL RESOLUTION AND TO PREPARE THE
FULL VERSION OF THE RESTATED ARTICLES OF ASSOCIATION
AS A RESULT OF THE ABOVE AMENDMENTS AND ANY OFFICER
DESIGNATED BY THE DIRECTOR TO EFFECT ANY RELATED
REGISTRATION OF THE AMENDMENTS WITH THE COMPANY
REGISTRATION AUTHORITY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/31/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE RESIGNATION OF MADAM HUANG ISSUER YES FOR N/A
WENLIN FROM HER POSITION AS AN EXECUTIVE DIRECTOR OF
THE COMPANY
PROPOSAL #2.: APPROVE THE APPOINTMENT OF MR. ZHANG ISSUER YES FOR N/A
CHENSHUANG AS AN EXECUTIVE DIRECTOR 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. ZHANG CHENSHUANG AND AUTHORIZE THE BOARD TO
FIX THE REMUNERATION OF MR. ZHANG CHENSHUANG
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE MERGER AGREEMENTS ENTERED ISSUER YES FOR FOR
INTO BETWEEN THE COMPANY AND EACH OF SHANGHAI TELECOM
COMPANY LIMITED, GUANGDONG TELECOM COMPANY LIMITED,
JIANGSU TELECOM COMPANY LIMITED, ZHEJIANG TELECOM
COMPANY LIMITED, ANHUI TELECOM COMPANY LIMITED, FUJIAN
TELECOM COMPANY LIMITED, JIANGXI TELECOM COMPANY
LIMITED, GUANGXI TELECOM COMPANY LIMITED, CHONGQING
TELECOM COMPANY LIMITED, SICHUAN TELECOM COMPANY
LIMITED, HUBEI TELECOM COMPANY LIMITED, HUNAN TELECOM
COMPANY LIMITED, HAINAN TELECOM COMPANY LIMITED,
GUIZHOU TELECOM COMPANY LIMITED, YUNNAN TELECOM
COMPANY LIMITED, SHAANXI TELECOM COMPANY LIMITED,
GANSU TELECOM COMPANY LIMITED, QINGHAI TELECOM COMPANY
LIMITED, NINGXIA TELECOM COMPANY LIMITED AND XINJIANG
TELECOM COMPANY LIMITED & Acirc; ALL OF WHICH ARE WHOLLY-
OWNED SUBSIDIARIES OF THE COMPANY& eth; & Acirc; COMPANIES TO BE
MERGED& eth; , PURSUANT TO WHICH THE COMPANY SHALL MERGE
WITH THE COMPANIES TO BE MERGED BY WAY OF ABSORPTION
AND AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO
DO ALL SUCH ACTS, EXECUTE ALL SUCH DOCUMENTS AND
ADOPT ALL SUCH STEPS AS IT DEEMS NECESSARY,
APPROPRIATE OR SUITABLE TO IMPLEMENT AND/OR GIVE
EFFECT TO THE TERMS OF THE MERGER AGREEMENTS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE EQUITY TRANSFER AGREEMENT ISSUER YES FOR FOR
DATED 31 MAR 2008 & Acirc; ACQUISITION AGREEMENT& eth; ENTERED INTO
BETWEEN THE COMPANY AND CHINA TELECOMMUNICATIONS
CORPORATION, AS SPECIFIED, PURSUANT TO WHICH, INTER
ALIA, CHINA TELECOMMUNICATIONS CORPORATION HAS AGREED
TO SELL, AND THE COMPANY HAS AGREED TO PURCHASE, THE
ENTIRE EQUITY INTEREST IN BEIJING TELECOM AT A
PURCHASE PRICE OF RMB 5,557.00 MILLION PAYABLE IN CASH
WITHIN 15 BUSINESS DAYS AFTER THE DATE OF COMPLETION
OF THE ACQUISITION; AND AUTHORIZE THE 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 AS MAY BE NECESSARY,
DESIRABLE OR EXPEDIENT TO IMPLEMENT AND/ OR GIVE
EFFECT TO THE TERMS OF THE ACQUISITION AGREEMENT
PROPOSAL #S.2: AMEND, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
RESOLUTION NO. 1, THE ARTICLE 13 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AS SPECIFIED
PROPOSAL #S.3: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
RESOLUTION 1, THE MERGER OF THE COMPANY WITH BEIJING
TELECOM BY WAY OF ABSORPTION AFTER COMPLETION OF THE
ACQUISITION AND AUTHORIZE ANY DIRECTOR OF THE COMPANY
TO DO ALL SUCH ACTS, EXECUTE ALL SUCH DOCUMENTS AND
ADOPT ALL SUCH STEPS AS IT DEEMS NECESSARY,
APPROPRIATE OR SUITABLE TO IMPLEMENT THE MERGER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENTS OF THE ISSUER YES FOR FOR
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 & Acirc; THE BOARD& eth; TO
PREPARE THE BUDGET OF THE COMPANY FOR THE YEAR 2008
PROPOSAL #2.: APPROVE THE PROFIT DISTRIBUTION AND THE ISSUER YES FOR FOR
DECLARATION AND PAYMENT OF A FINAL DIVIDEND FOR THE YE
31 DEC 2007
PROPOSAL #3.: RE-APPOINT KPMG AND KPMG HUAZHEN AS THE ISSUER YES FOR FOR
INTERNATIONAL AUDITOR AND DOMESTIC AUDITOR OF THE
COMPANY FOR THE YE 31 DEC 2008 AND AUTHORIZE THE BOARD
TO FIX THE REMUNERATION OF THE AUDITORS
PROPOSAL #S.4.1: AUTHORIZE THE COMPANY TO ISSUE OF ISSUER YES AGAINST AGAINST
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 2008 IS HELD, WITH A MAXIMUM OUTSTANDING
REPAYMENT AMOUNT RMB 60 BILLION & Acirc; THE ISSUE& eth;
PROPOSAL #S.4.2: AUTHORIZE THE BOARD OR ANY 2 OR MORE ISSUER YES AGAINST AGAINST
DIRECTORS OF THE COMPANY & Acirc; THE DIRECTORS& eth; , 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
& Acirc; 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& eth; ; DO ALL SUCH ACTS WHICH ARE NECESSARY AND
INCIDENTAL TO THE ISSUE & Acirc; 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& eth; ; AND TAKE ALL SUCH STEPS WHICH ARE NECESSARY FOR
THE PURPOSES OF EXECUTING THE ISSUE & Acirc; INCLUDING, BUT
NOT LIMITED TO, THE EXECUTION OF ALL REQUISITE
DOCUMENTATION AND THE DISCLOSURE OF RELEVANT
INFORMATION IN ACCORDANCE WITH APPLICABLE LAWS& eth; , AND
APPROVE AND RATIFY TO THE EXTEND THAT ANY OF THE
AFOREMENTIONED ACTS AND STEPS THAT HAVE ALREADY BEEN
UNDERTAKEN BY THE BOARD OF DIRECTORS IN CONNECTION
WITH THE ISSUE
PROPOSAL #S.5: AUTHORIZE THE COMPANY, TO ALLOT, ISSUE ISSUER YES AGAINST AGAINST
AND DEAL WITH ADDITIONAL SHARES OF THECOMPANY & Acirc; SHARES& eth;
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 & Acirc; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRATION OF THE 12 MONTH PERIOD
FOLLOWING THE PASSING OF THESE SPECIAL RESOLUTION& eth;
PROPOSAL #S.6: AUTHORIZE THE BOARD TO INCREASE THE ISSUER YES AGAINST AGAINST
REGISTERED CAPITAL OF THE COMPANY TO REFLECT THE ISSUE
OF SHARES IN THE COMPANY UNDER SPECIAL RESOLUTION 5,
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: CIA VALE DO RIO DOCE
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/30/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: AMEND THE BY LAWS OF THE COMPANY, I) ISSUER YES FOR N/A
INCLUSION OF A SOLE PARAGRAPH IN ARTICLE12, SO AS TO
AUTHORIZE THE HOLDING OF MEETINGS OF THE BOARD OF
DIRECTORS, EXCEPTIONALLY IN A LOCATION OTHER THAN THE
HEADQUARTERS OF THE COMPANY; II) THE MAIN PART OF
ARTICLE 26, SO AS TO INCREASE THE MAXIMUM NUMBER OF
MEMBERS OF THE EXECUTIVE COMMITTEE FROM 9 TO 11; III)
ADAPTATION OF THE ARTICLE 27 AND OF PARAGRAPH 1 AND 2,
AND THE CONSEQUENT RENUMBERING OF THE SUBSEQUENT
PARAGRAPHS, SO AS TO GOVERN THE RULE FOR SUBSTITUTIONS
OF THE CHIEF EXECUTIVE OFFICER AND OF THE OTHER
EXECUTIVE COMMITTEE MEMBERS; IV) THE ARTICLE 29, SO AS
TO ALLOW THAT MEETINGS OF THE EXECUTIVE COMMITTEE MAY
BE HELD BY TELEPHONE CONFERENCE, VIDEO CONFERENCE OR
BY ANOTHER MEANS OF COMMUNICATION; V) THE WORDING OF
ARTICLE 21(IV) AND THE INCLUSION OF A LINE IV TO
ARTICLE 25 SO AS TO ADJUST THE RESPONSIBILITIES OF THE
EXECUTIVE DEVELOPMENT AND OF THE GOVERNANCE AND
SUSTAINABILITY COMMITTEES REGARDING THE ISSUANCE OF A
REPORT CONCERNING THE HEALTH AND SAFETY POLICIES; VI)
THE ARTICLE 33(VI) SO AS TO ADAPT IT TO THE AMENDMENTS
PROPOSED TO ARTICLE 27
PROPOSAL #II.: APPROVE, THE SPLIT OF SHARES ISSUED BY ISSUER YES FOR N/A
THE COMPANY, IN WHICH EACH ORDINARY AND PREFERRED
SHARE ISSUED BY THE COMPANY WILL COME TO BE
REPRESENTED BY TWO SHARES OF THE SAME TYPE AND CLASS,
WITH THE CONSEQUENT AMENDMENT OF ARTICLES 5 AND 6 OF
THE CORPORATE BY LAWS
PROPOSAL #iii.: APPROVE, THE CONSOLIDATION OF THE ISSUER YES FOR N/A
AMENDMENTS OF THE CORPORATE BY LAWS, MENTIONED IN
RESOLUTIONS I AND II
PROPOSAL #IV.: RATIFY, IN ACCORDANCE WITH THE TERMS OF ISSUER YES FOR N/A
ARTICLES 256& Acirc; 1& eth; OF LAW 6404/76, THE ACQUISITION OF
SHARE CONTROL OF AMCI HOLDINGS AUSTRALIA BY THE COMPANY
PROPOSAL #V.: APPROVE, THE SUBSTITUTION OF A FULL ISSUER YES FOR N/A
MEMBER OF THE BOARD OF DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE FINANCIERE RICHEMONT SA, GENEVE
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE 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 0.054 PER A BEARER SHARE AND EUR
0.0054 PER B REGISTERED SHARE
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD AND THE ISSUER NO N/A N/A
SENIOR MANAGEMENT
PROPOSAL #4.1: RE-ELECT MR. JOHANN RUPERT AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.2: RE-ELECT MR. JEAN AESCHIMANN AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #4.3: RE-ELECT MR. FRANCO COLOGNI AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #4.4: RE-ELECT LORD DOURO AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.5: RE-ELECT MR. YVES ISTEL AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.6: RE-ELECT MR. R. LEPEU AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.7: RE-ELECT MR. R. MAGNONI AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.8: RE-ELECT MR. SIMON MURRAY AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.9: RE-ELECT MR. ALAIN PERRIN AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.10: RE-ELECT MR. NORBERT PLATT AS A ISSUER NO N/A N/A
DIRECTOR
PROPOSAL #4.11: RE-ELECT MR. ALAN QUASHA AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.12: RE-ELECT LORD CLIFTON AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.13: RE-ELECT MR. JAN RUPERT AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.14: RE-ELECT MR. J. SCHREMPP AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.15: RE-ELECT MR. M. WIKSTROM AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #4.16: ELECT MR. ANSON CHAN AS A DIRECTOR ISSUER NO N/A N/A
PROPOSAL #5.: RATIFY 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: 5/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVAL OF THE FINANCIAL STATEMENTS ISSUER YES FOR FOR
FOR FY 2007.
PROPOSAL #O.2: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 1.60 PER SHARE.
PROPOSAL #O.3: APPROVAL OF THE CONSOLIDATED ACCOUNTS ISSUER YES FOR FOR
FOR FY 2007.
PROPOSAL #O.4: APPROVE THE SPECIAL AUDITORS REPORT ISSUER YES FOR FOR
REGARDING REGULATED AGREEMENTS.
PROPOSAL #O.5: RE-ELECT MR. BENOIT POTIER AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER.
PROPOSAL #O.6: RE-ELECT MR. PIERRE MICHELIN AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER.
PROPOSAL #O.7: RE-ELECT MR. LOUIS GALLOIS AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER
PROPOSAL #O.8: RE-ELECT MS. BARBARA DALIBARD AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER.
PROPOSAL #O.9: AUTHORIZATION FOR THE COMPANY TO TRADE ISSUER YES FOR FOR
IN ITS OWN SHARES AS PART OF A SHARE BUYBACK PROGRAM.
PROPOSAL #O.10: AUTHORIZE THE ISSUANCE OF ISSUER YES FOR FOR
BONDS/DEBENTURES IN THE AGGREGATE VALUE OF EUR 1
BILLION.
PROPOSAL #E.11: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR FOR
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS
BEING MAINTAINED.
PROPOSAL #E.12: INCREASE OF THE COMPANY'S CAPITAL BY ISSUER YES FOR FOR
THE ISSUANCE OF ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO CAPITAL WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS
BEING CANCELED AND CREATION OF A PRIORITY PERIOD.
PROPOSAL #E.13: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR FOR
PARTNERS TO INCREASE THE AMOUNT OF SHARESTO BE ISSUED
IN CASE OF SURPLUS DEMAND WITHIN THE FRAMEWORK OF
CAPITAL INCREASES PURSUANT TO THE 11TH AND 12TH
RESOLUTIONS.
PROPOSAL #E.14: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR FOR
PARTNERS TO DETERMINE THE ISSUING PRICE OF ORDINARY
SHARES OR ANY OTHER SECURITIES GIVING ACCESS TO
CAPITAL, IN THE EVENT OF THE CANCELLATION OF THE
SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS, CAPPED
AT 10% PER FINANCIAL YEAR OF THE COMPANY'S CAPTIAL.
PROPOSAL #E.15: AUTHORIZE THE CAPITALIZATION OF ISSUER YES FOR FOR
RESERVES OF UP TO EUR 80 MILLION FOR BONUS ISSUE OR
APPROVE TO INCREASE IN PAR VALUE OF EXISTING SHARES OR
A COMBINATION OF THE TWO.
PROPOSAL #E.16: AUTHORIZATION GIVEN TO THE MANAGING ISSUER YES FOR FOR
PARTNERS TO INCREASE THE COMPANY'S CAPITAL BY ISSUING,
WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, ORDINARY
SHARES USED TO REMUNERATE SHARE CONTRIBUTIONS IN THE
EVENT OF PUBLIC EXCHANGE OFFERINGS OR CONTRIBUTIONS IN
KIND.
PROPOSAL #E.17: ISSUANCE OF SECURITIES GIVING ACCESS ISSUER YES FOR FOR
TO DEBT INSTRUMENTS THAT DO NOT GIVE ACCESS TO CAPITAL.
PROPOSAL #E.18: AUTHORIZATION GIVEN FOR 38 MONTHS TO ISSUER YES FOR FOR
THE MANAGING PARTNERS TO GRANT FREE NEW OR EXISTING
SHARES RESERVED TO COMPANY AND GROUP SUBSIDIARY
EMPLOYEES.
PROPOSAL #E.19: CAPITAL INCREASES RESERVED TO ISSUER YES FOR FOR
EMPLAYEES HAVING SUBSCRIBED A GROUP SAVINGS SCHEME.
PROPOSAL #E.20: CAPPING OF THE GLOBAL NIOMINAL AMOUNT ISSUER YES FOR FOR
OF CAPITAL INCREASES AND BOND OR DEBT ISSUES.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE GENERALE D'OPTIQUE ESSILOR INTERNATIONAL SA, CHARENTON LE PONT
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE CONSIDERED REPORTS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS, THE CHAIRMAN OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY'S
FINANCIALS STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED, SHOWING INCOME OF EUR 205,078,516.21, GRANT
PERMANENT DISCHARGE TO THE DIRECTORS FOR THE
PERFORMANCE OF THEIR DUTIES DURING SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM
PRESENTED TO THE MEETING, SHOWING NET INCOME OF EUR
370, 870, 000.00 WHICH GROUP SHARE IS OF EUR
366,740,000.00, ACCORDINGLY, GRANT PERMANENT DISCHARGE
TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES
DURING THE SAID FY
PROPOSAL #O.3: APPROVE THE INCOME FOR THE FY OF EUR ISSUER YES FOR FOR
205,078,516.21 BE APPROPRIATED AS FOLLOWS: NET INCOME
FOR THE FY: EUR 205,078,516.21 PRIOR RETAINED
EARNINGS: EUR 4,608,240.12 TO THE LEGAL RESERVE: LESS
EUR 168,332.41 DEDUCTION ON RESERVES ON LONG-TERM
CAPITAL GAINS: DISTRIBUTABLE RESULT: EUR 209,518
,423.92, DIVIDEND: STATUTORY DIVIDEND: EUR
2,253,090.65 , ADDITIONAL DIVIDEND: EUR 127,091,002.45
, DIVIDENDS: EUR 129,334,093.10 DIVIDEND EQUALIZATION
TAX: TO THE OTHER RESERVES: EUR75,500,000.00 RETAINED
EARNINGS: EUR 4,674,330.82; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES TO PROCEED WITH
THE PAYMENT OF A NET DIVIDEND OF EUR 0.62 PER EACH 1
OF THE 211,279,315 ORDINARY SHARES, OF A PAR VALUE OF
EUR 0.18, BEARING AN ACCRUING DIVIDEND AS OF 28 MAY
2008, IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS
OWN SHARES ON SUCH DATE, THE AMOUNT OF T HE UNPAID
DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE
RETAINED EARNINGS ACCOUNT; AS REQUIRED BYLAW, IT IS
REMINDED THAT, FOR THE LAST 3 FYS, THE DIVIDENDS PAID,
WERE AS FOLLOWS: EUR0.7 6 FOR FY 2004 EUR 0.94 FOR FY
2005 EUR1.10 & Acirc; X& eth; FOR FY 2006. & Acirc; X& eth; : BEFORE THE 2 FOR 1
STOCK SPLIT IN 2007
PROPOSAL #O.4: RECEIVE THE MANAGEMENT REPORT AND THE ISSUER YES FOR FOR
SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED
BY ARTICLE L.225.38 OF THE FRENCH COMMERCIAL CODE,
APPROVE THE NEW AGREEMENT REFERRED TO THEREIN, RELATED
TO THE INDEMNITY TO BE PAID BY THE COMPANY, IN THE
EVENT OF THE EMPLOYMENT CONTRACT BREACH OF MR. XAVIER
FONTANET, CHAIRMAN AND MANAGING DIRECTOR
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38 OF
THE FRENCH COMMERCIAL CODE, APPROVE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
PHILIPPE ALFROID AS A DIRECTOR FOR A3 YEAR PERIOD
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
ALAIN ASPECT AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
MAURICE MARCHAND TONEL AS A DIRECTOR FOR A 3 YEAR
PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MRS. AICHA MOKDAHI AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. MICHEL ROSE AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. ALAIN THOMAS AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.12: RE-ELECT MR. HUBERT SAGNIERES AS A ISSUER YES FOR FOR
DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.13: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR4 00,000.00 TO THE BOARD OF DIRECTORS
PROPOSAL #O.14: AUTHORIZES THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 70.00, MINIMUM SALE PRICE
EUR15.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10
% OF T HE SHARE CAPITAL; THIS & Acirc; AUTHORIZATION IS GIVEN
FOR AN 18 MONTH PERIOD& eth; ; IT CANNOT BE USED IN PERIOD
OF PUBLIC OFFERING AIMING AT SHARES OF THE COMPANY THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY CANCELLING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH
STOCK REPURCHASE PLANS, UP TO A MAXIMUM OF 10 PER CENT
OF THE SHARE CAPITAL OVER A 24 MONTH PERIOD & Acirc;
AUTHORIZATION IS GIVEN FOR A 24 MONTH PERIOD& eth; THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTOR'S TO TAKE ALL NECESSARY MEASURES AN
D ACCOMPLISH ALL NECESSARY FORMALITIES THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTOR'S TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES.
PROPOSAL #E.16: AUTHORIZE'S THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOR OF MEMBERS OF A
COMPANY SAVINGS PLAN; THIS DELEGATION IS GIVEN FOR A
26 MONTH PERIOD; IT SUPERSEDES THE PART UNUSED OF ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
11 MAY 2007 IN ITS RESOLUTION NR. 1 5. THE
SHAREHOLDERS MEETING DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOR OF THE MEMBERS OF AN ENTERPRISE SAVINGS PLAN OF
ESSILOR INTERNATIONAL OR RELATED COMPANIES; THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE CAPITA L, ON 1 OR MORE OCCASIONS, BY WAY
OF A PUBLIC OFFERING, IN FRANCE OR ABROAD, BY A
MAXIMUM NOMINAL AMOUNT OF A THIRD OF THE AUTHORIZED
CAPITAL OF THE COMPANY, BY ISUANCE, WITH PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF ANY SECURITIES
GIVING ACCESS TO A QUOTITY OF THE CAPITAL OF THE
COMPANY; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR 1,500,000.00
& Acirc; THIS DELEGATION IS GRANTED FOR A 26 MONTH PERIOD& eth;
PROPOSAL #E.18: APPROVE THE ISSUES DECIDED ACCORDINGLY ISSUER YES FOR FOR
WITH RESOLUTION NR 17, THE NUMBER OF SECURITIES TO BE
ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, AT THE SAME PRICE AS THE INITIAL ISSUE,
WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION
PERIOD AND UP TO A MAXIMUM OF 15 % OF THE INITIAL
ISSUE; THIS DELEGATION IS GRANTED FOR A 26 MONTH PERIOD
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, BY WAY OF A PUBLIC OFFERING, IN FRANCE OR
ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF 10% OF THE
SHARE CAPITAL, BY ISSUANCE, WITH CANCELLATION OF THE
PREFERRED SUBSCRIPTION RIGHTS, OF ANY DEBT SECURITIES
GIVING ACCESS TO A QUANTITY TO THE CAPITAL OF THE
COMPANY; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR1,000,000,000.00. THISDELEGATION IS GRANTED FOR A
26 MONTH PERIOD; IT SUPERSEDES THE PART UNUSED OF ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND THE
AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
13 MAY 2007; THE SHAREHOLDERS MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.20: APPROVE THE EACH 1 OF THE ISSUES ISSUER YES FOR FOR
DECIDED ACCORDINGLY WITH RESOLUTION NR ; 19,THE NUMBER
OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL
INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHT OF SHAREHOLDERS, CAN BE INCREASED 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; & Acirc; THIS DELEGATION IS
GRANTED FOR A 26 MONTH PERIOD& eth;
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS ALL ISSUER YES FOR FOR
POWERS IN ORDER TO INCREASE THE SHARE CAPITAL, IN 1 OR
MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00, BY WAY
OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER
MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY
LAW AND UNDER THE BY LAWS; & Acirc; THIS DELEGATION IS GIVEN
FOR A 26 MONTH PERIOD& eth; ; IT SUPERSEDE'S THE PART UNUSED
OF ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
AND THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 11 MAY 2007; THE SHAREHOLDERS MEETING
DELEGATES ALL POWERS TO THE BOARD O F DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.22: GRANT ALL POWERS TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS TO INCREASE THE SHARE CAPITAL, UP TO 10% OF
THE SHARE CAPITAL, BY WAY OF ISSUING ORDINARY SHARES,
IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF CAPITAL SECURITIES OR
SECURITIES GIVING ACCESS TO SHARE CAPITAL; & Acirc; THIS
AUTHORIZATION IS GRANTED FOR A 26 MONTH PERIOD& eth; ; THE
SHAREHOLDERS MEETING DELEGATE'S ALL POWERS TO THE
BOARD OF DIRECTORS; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES, ; TO CHARGE THE
SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND
DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO
RAISE THE LEGAL RESERVE TO 1 TENTH OF THE NEW CAPITAL
AFTER EACH INCREASE
PROPOSAL #E.23: GRANT ALL POWERS TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS TO PROCEED, ON 1 OR MORE OCCASIONS, WITH THE
WITH THE ISSUANCE OF A WARRANTS GIVING RIGHT TO
SUBSCRIBE TO COMPANY'S SHARES AND TO THEIR ALLOCATION
FREE OF CHARGE TO ALL COMPANY'S SHAREHOLDERS HAVING
THIS QUALITY; IT RESOLVES; THAT THE MAXIMUM NUMBER OF
EQUITY WARRANTS TO BE ISSUED SHALL BE EQUAL TO THE
NUMBER OF SHARES CONSTITUTING THE SHARE CAPITAL WHEN
THE SHARES ARE ISSUED, THE TOTAL PAR VALUE OF THE CAP
ITAL INCREASE SHALL NOT EXCEED 25% OF THE CAPITAL; THE
SHAREHOLDERS MEETING DELEGATES ALL POWERS TO THE
BOARD OF DIRECTORS; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES, TO CHARGE THE
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE
LEGAL RESERVE TO 1 TENTH OF THE NEW CAPITAL AFTER EACH
INCREASE
PROPOSAL #E.24: AMEND THE ARTICLE NR. 13 OF THE BYLAWS ISSUER YES FOR FOR
PROPOSAL #E.25: AMEND THE ARTICLE NR. 24.3 OF THE ISSUER YES AGAINST AGAINST
BYLAWS
PROPOSAL #E.26.: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIGNA CORPORATION
TICKER: CI CUSIP: 125509109
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: PETER N. LARSON ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: ROMAN MARTINEZ IV ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: CAROL COX WAIT ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: WILLIAM D. ZOLLARS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS CIGNA'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008
PROPOSAL #03: APPROVAL OF THE AMENDMENT OF ARTICLE ISSUER YES FOR FOR
FOURTH OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION
PROPOSAL #04: APPROVAL OF THE AMENDMENT OF ARTICLE ISSUER YES FOR FOR
FIFTH OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION
PROPOSAL #05: APPROVAL OF THE AMENDMENT OF ARTICLE ISSUER YES FOR FOR
TENTH OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CINCINNATI BELL INC.
TICKER: CBB CUSIP: 171871106
MEETING DATE: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN F. CASSIDY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. MAHONEY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL J. MEYER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE L. BYRNES** ISSUER YES FOR FOR
PROPOSAL #02: THE APPROVAL OF AN AMENDMENT TO THE ISSUER YES FOR FOR
COMPANY'S RESTATED AMENDED ARTICLES OF INCORPORATION
TO DECLASSIFY THE BOARD OF DIRECTORS AND TO APPROVE AN
AMENDMENT TO THE COMPANY'S AMENDED REGULATIONS TO
REQUIRE ANNUAL ELECTION OF DIRECTORS.
PROPOSAL #03: THE APPROVAL OF AN AMENDMENT TO THE ISSUER YES FOR FOR
COMPANY'S RESTATED AMENDED ARTICLES OF INCORPORATION
TO REQUIRE A MAJORITY VOTE FOR THE ELECTION OF A
DIRECTOR AND TO APPROVE AN AMENDMENT TO THE COMPANY'S
AMENDED REGULATIONS ADDRESSING HOLDOVER DIRECTORS.
PROPOSAL #04: 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 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIRCUIT CITY STORES, INC.
TICKER: CC CUSIP: 172737108
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2A: ELECTION OF DIRECTOR: CAROLYN H. BYRD ISSUER YES FOR FOR
PROPOSAL #2B: ELECTION OF DIRECTOR: LYLE G. HEIDEMANN ISSUER YES FOR FOR
PROPOSAL #2C: ELECTION OF DIRECTOR: ALAN KANE ISSUER YES FOR FOR
PROPOSAL #2D: ELECTION OF DIRECTOR: DON R. KORNSTEIN ISSUER YES FOR FOR
PROPOSAL #2E: ELECTION OF DIRECTOR: JAMES A. MARCUM ISSUER YES FOR FOR
PROPOSAL #2F: ELECTION OF DIRECTOR: J. PATRICK ISSUER YES FOR FOR
SPAINHOUR
PROPOSAL #2G: ELECTION OF DIRECTOR: RONALD L. TURNER ISSUER YES FOR FOR
PROPOSAL #2H: ELECTION OF DIRECTOR: ELLIOTT WAHLE ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF THE COMPANY'S 2008 ANNUAL ISSUER YES FOR FOR
PERFORMANCE-BASED INCENTIVE PLAN.
PROPOSAL #04: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITIGROUP INC.
TICKER: C CUSIP: 172967101
MEETING DATE: 4/22/2008 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: SIR WINFRIED ISSUER YES FOR FOR
BISCHOFF
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: ANDREW N. LIVERIS ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: ANNE MULCAHY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: VIKRAM PANDIT ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: ROBERT E. RUBIN ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: ROBERT L. RYAN 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 2008.
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 THAT SHAREHOLDER YES AGAINST FOR
EXECUTIVE COMPENSATION BE LIMITED TO 100 TIMES THE
AVERAGE COMPENSATION PAID TO WORLDWIDE EMPLOYEES.
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING THAT TWO SHAREHOLDER YES AGAINST FOR
CANDIDATES BE NOMINATED FOR EACH BOARD POSITION.
PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON THE EQUATOR PRINCIPLES.
PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES AGAINST FOR
ADOPTION OF CERTAIN EMPLOYMENT PRINCIPLES FOR
EXECUTIVE OFFICERS.
PROPOSAL #09: STOCKHOLDER PROPOSAL REQUESTING THAT SHAREHOLDER YES ABSTAIN AGAINST
CITI AMEND ITS GHG EMISSIONS POLICIES.
PROPOSAL #10: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON HOW INVESTMENT POLICIES ADDRESS OR COULD ADDRESS
HUMAN RIGHTS ISSUES.
PROPOSAL #11: STOCKHOLDER PROPOSAL REQUESTING AN SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN.
PROPOSAL #12: STOCKHOLDER PROPOSAL REQUESTING AN SHAREHOLDER YES AGAINST FOR
ADVISORY VOTE TO RATIFY EXECUTIVE COMPENSATION.
PROPOSAL #CV: PLEASE INDICATE IF YOU WOULD LIKE TO ISSUER YES ABSTAIN N/A
KEEP YOUR VOTE CONFIDENTIAL UNDER THE CURRENT POLICY.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITY LODGE HOTELS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/7/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE ANNUAL FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #2.: RE-APPOINT KPMG INC AS THE INDEPENDENT ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE DIRECTORS TO DETERMINE THE
AUDITORS REMUNERATION
PROPOSAL #3.1: RE-ELECT MR. H. R. ENDERLE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: RE-ELECT MR. C. ROSS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: RE-ELECT MR. A. C. WIDEGGER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.A: APPROVE THE FEES OF THE CHAIRMAN OF THE ISSUER YES FOR FOR
BOARD, ZAR 400,000
PROPOSAL #4.B: APPROVE THE FEES OF THE DIRECTORS, ZAR ISSUER YES FOR FOR
78,400
PROPOSAL #4.C: APPROVE THE FEES OF THE CHAIRMAN OF THE ISSUER YES FOR FOR
AUDIT COMMITTEE, ZAR 69,000
PROPOSAL #4.D: APPROVE THE FEES OF THE OTHER MEMBERS ISSUER YES FOR FOR
OF THE AUDIT COMMITTEE, ZAR 33,600
PROPOSAL #4.E: APPROVE THE FEES OF THE CHAIRMAN OF THE ISSUER YES FOR FOR
REMUNERATION COMMITTEE, ZAR 59,800
PROPOSAL #4.F: APPROVE THE FEES OF THE OTHER MEMBERS ISSUER YES FOR FOR
OF THE REMUNERATION COMMITTEE, ZAR 29,120
PROPOSAL #4.G: APPROVE THE FEES OF THE CHAIRMAN OF THE ISSUER YES FOR FOR
RISK COMMITTEE, ZAR 47,150
PROPOSAL #4.H: APPROVE THE FEES OF THE OTHER MEMBERS ISSUER YES FOR FOR
OF THE RISK COMMITTEE, ZAR 22,960
PROPOSAL #4.I: APPROVE THE FEES OF THE CHAIRMAN OF THE ISSUER YES FOR FOR
BEE COMMITTEE, ZAR 33,925
PROPOSAL #4.J: APPROVE THE FEES OF THE MEMBERS OF THE ISSUER YES FOR FOR
BEE COMMITTEE, ZAR 16,520
PROPOSAL #5.S.1: APPROVE THE GENERAL AUTHORITY TO ISSUER YES FOR FOR
REPURCHASE SHARES
PROPOSAL #6.O.1: APPROVE THE PAYMENT TO SHAREHOLDERS ISSUER YES FOR FOR
PROPOSAL #7.O.2: ADOPT THE NEW SHARE INCENTIVE SCHEMES ISSUER YES FOR FOR
PROPOSAL #8.O.3: AUTHORIZE ANY DIRECTOR TO DO ALL SUCH ISSUER YES FOR FOR
THINGS AND SIGN ALL SUCH DOCUMENTS AS MAY BE NECESSARY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITY LODGE HOTELS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE WITH OR WITHOUT MODIFICATION THE ISSUER YES FOR FOR
SCHEME OF ARRANGEMENT BETWEEN THE APPLICANT AND ITS
SHAREHOLDERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITY LODGE HOTELS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: AUTHORIZE THE COMPANY TO GIVE FINANCIAL ISSUER YES FOR FOR
ASSISTANCE, IN TERMS OF SECTION 38& Acirc; 2A& eth; OF THE
COMPANIES ACT, 1973 TO NEWSHELF 892 & Acirc; PROPRIETARY& eth;
LIMITED, NEWSHELF 934 & Acirc; PROPRIETARY& eth; LIMITED AND
NEWSHELF 935 & Acirc; PROPRIETARY& eth; LIMITED TO ENABLE SUCH
COMPANIES TO ACQUIRE SHARES IN THE CAPITAL OF THE
COMPANY IN TERMS OF THE SCHEME OF ARRANGEMENT
DESCRIBED IN THE CIRCULAR ISSUED BY THE COMPANY TO ITS
SHAREHOLDERS DATED 04 JUN 2008 & Acirc; AS SPECIFIED& eth; , SUCH
FINANCIAL ASSISTANCE TO BE PROVIDED ON THE BASIS OF
THE COMMON TERMS AGREEMENT DATED 20 MAY 2008 AND THE
AGREEMENTS REFERRED TO THEREIN TABLED AT THE MEETING
AND INITIALED BY THE CHAIRPERSON FOR PURPOSES OF
IDENTIFICATION & Acirc; THE AGREEMENTS& eth; AND WHICH WILL BE
AVAILABLE TO THE SHAREHOLDERS FOR THEIR PERUSAL, IN
THE FORM OF: A) THE GIVING BY THE COMPANY OF
GUARANTEES AND INDEMNITIES FOR ALL THE OBLIGATIONS OF
NEWSHELF 892 & Acirc; PROPRIETARY& eth; LIMITED, NEWSHELF 934
& Acirc; PROPRIETARY& eth; LIMITED AND NEWSHELF 935 & Acirc; PROPRIETARY& eth;
LIMITED TO THE STANDARD BANK OF SOUTH AFRICA LIMITED
& Acirc; SBSA& eth; AND/OR ITS SUCCESSORS-IN-TITLE IN RESPECT OF
THE FUNDING TO BE PROVIDED BY SBSA IN THE FORM OF THE
SUBSCRIPTION FOR PREFERENCE SHARES IN THE CAPITAL OF
SUCH COMPANIES TO, INTER ALIA, ENABLE EACH OF SUCH
COMPANIES TO ACQUIRE SHARES IN THE COMPANY IN TERMS OF
THE SCHEME OF ARRANGEMENT AS SPECIFIED; B) THE
SUBSCRIPTION BY !HE COMPANY FOR PREFERENCE SHARES IN
ANY OF NEWSHELF 892 & Acirc; PROPRIETARY& eth; LIMITED, NEWSHELF
934 & Acirc; PROPRIETARY& eth; LIMITED AND/OR NEWSHELF 935
& Acirc; PROPRIETARY& eth; LIMITED AND/OR THE PROVISION OF
SUBORDINATED LOAN FUNDING BY THE COMPANY TO ANY OR ALL
SUCH COMPANIES, THE PROCEEDS OF WHICH SUBSCRIPTION
AND/OR SUBORDINATED LOAN FUNDING MAY BE USED BY SUCH
COMPANIES IN ORDER TO FULFILL THEIR OBLIGATIONS TO
SBSA AND/OR ITS SUCCESSORS-IN-TITLE IN RESPECT OF THE
PREFERENCE SHARES HELD BY SBSA AND/OR ITS SUCCESSORS-
IN-TITLE IN THEIR CAPITAL; C) THE INCURRING BY THE
COMPANY OF CERTAIN FEES, EXPENSES AND COSTS, ALL AS
CONTEMPLATED IN THE COMMON TERMS AGREEMENT, AS
SPECIFIED; D) THE UNDERTAKING BY THE COMPANY OF SUCH
OTHER OBLIGATIONS THAT MIGHT CONSTITUTE FINANCIAL
ASSISTANCE FOR PURPOSES OF SECTION 38 OF THE COMPANIES
ACT, 1973, AND/OR THE EXERCISE BY THE COMPANY OF SUCH
OTHER RIGHTS AS MAY BE AFFORDED TO IT IN THE
AGREEMENTS THAT MIGHT CONSTITUTE FINANCIAL ASSISTANCE
FOR PURPOSES OF SECTION 38 OF THE COMPANIES ACT, 1973,
SUBJECT TO THE BOARD OF DIRECTORS OF THE COMPANY,
HAVING CONSIDERED THE PROVISIONS OF THE AGREEMENTS,
BEING SATISFIED THAT: THE COMPANY WILL BE ABLE TO PAY
ITS DEBTS AS THEY BECOME DUE IN THE ORDINARY COURSE OF
THE BUSINESS SUBSEQUENT OF PROVIDING THE FINANCIAL
ASSISTANCE REFERRED TO ABOVE, FOR THE DURATION OF THE
TRANSACTIONS CONTEMPLATED IN THE AGREEMENTS; AND
SUBSEQUENT OF THE TRANSACTION CONTEMPLATED IN THE
AGREEMENTS PROVIDING THE FINANCIAL ASSISTANCE REFERRED
TO ABOVE, THE CONSOLIDATED ASSETS FAIRLY VALUED OF
THE COMPANY WILT BE IN EXCESS OF THE CONSOLIDATED
LIABILITIES OF THE COMPANY
PROPOSAL #S.2: AUTHORIZE THE COMPANY, SUBJECT TO THE ISSUER YES FOR FOR
SCHEME OF ARRANGEMENT REFERRED TO IN THE CIRCULAR TO
SHAREHOLDERS DATED 04 JUN 2008 BEING IMPLEMENTED,
PURCHASE THE ENTIRE ISSUED SHARE CAPITAL IN NEWSHELF
934 & Acirc; PROPRIETARY& eth; LIMITED & Acirc; VUWA SPV& eth; , PROVIDED THAT IT
HOLDS NOT MORE THAN 6% OF THE ISSUED ORDINARY SHARES
IN THE COMPANY; AND TO REPURCHASE SHARES CONSTITUTING
NOT MORE THAN 6% OF THE ISSUED ORDINARY SHARES IN THE
COMPANY FROM NEWSHELF 892 & Acirc; PROPRIETARY& eth; LIMITED & Acirc; THE
STAFF SPV& eth; AND SHARES CONSTITUTING NOT MORE THAN 3% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY FROM NEWSHELF
935 & Acirc; PROPRIETARY& eth; LIMITED & Acirc; THE EDUCATION SPY& eth; , WHEN
IN ACCORDANCE WITH THE PROVISIONS OF THE RELATIONSHIP
AGREEMENTS WHICH THE COMPANY HAS CONCLUDED WITH VUWA
SPV, STAFF SPV AND THE EDUCATION SPV, IT IS ENTITLED
SO TO DO, AT AN EFFECTIVE PRICE PER SHARE WHICH SHALL
BE NO GREATER THAN THE WEIGHTED AVERAGE TRADED PRICE
OF THE COMPANY'S SHARES ON THE JSE LIMITED & Acirc; THE JSE& eth;
OVER 30 BUSINESS DAYS PRIOR TO THE DATE OF SUCH
PURCHASE OR REPURCHASE AND, PROVIDED THAT 8 STATEMENT
BY THE DIRECTORS THEN REQUIRED BY THE JSE, SUCH AS
THAT SET OUT IN PARAGRAPH 5.69(C) OF THE EXISTING JSE
LISTING REQUIREMENTS, IS PROVIDED TO THE JSE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CLEAR CHANNEL COMMUNICATIONS, INC.
TICKER: CCU CUSIP: 184502102
MEETING DATE: 9/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL AND ADOPTION OF THE AGREEMENT ISSUER YES FOR FOR
AND PLAN OF MERGER, DATED NOVEMBER 16, 2006, BY AND
AMONG CLEAR CHANNEL COMMUNICATIONS, INC., BT TRIPLE
CROWN MERGER CO., INC., B TRIPLE CROWN FINCO, LLC, AND
T TRIPLE CROWN FINCO, LLC, AS AMENDED BY AMENDMENT
NO. 1, DATED APRIL 18, 2007, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
PROPOSAL #02: APPROVAL OF THE ADJOURNMENT OR ISSUER YES FOR FOR
POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE AND ADOPT THE AMENDED AGREEMENT AND
PLAN OF MERGER.
PROPOSAL #03: IN THE DISCRETION OF THE PROXY HOLDERS, ISSUER YES AGAINST AGAINST
ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
SPECIAL MEETING.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CLEAR CHANNEL COMMUNICATIONS, INC.
TICKER: CCU CUSIP: 184502102
MEETING DATE: 5/27/2008 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 FOR FOR
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, 2008.
PROPOSAL #03: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING MAJORITY VOTE PROTOCOL.
PROPOSAL #04: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING CHANGING STANDARDS FOR ELIGIBILITY
FOR COMPENSATION COMMITTEE MEMBERS.
PROPOSAL #05: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING TAX GROSS-UP PAYMENTS.
PROPOSAL #06: APPROVAL AND ADOPTION OF THE SHAREHOLDER SHAREHOLDER YES AGAINST FOR
PROPOSAL REGARDING EXECUTIVE COMPENSATION.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CLEVELAND-CLIFFS INC
TICKER: CLF CUSIP: 185896107
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: R.C. CAMBRE ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: J.A. CARRABBA ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: S.M. CUNNINGHAM ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: B.J. ELDRIDGE ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: S.M. GREEN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: J.D. IRELAND III ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: F.R. MCALLISTER ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: R. PHILLIPS ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: R.K. RIEDERER ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: A. SCHWARTZ 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.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COLOPLAST A/S
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/18/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT ON THE ISSUER YES ABSTAIN AGAINST
ACTIVITIES OF THE COMPANY IN THE PAST FY
PROPOSAL #2.: RECEIVE AND ADOPT THE AUDITED ANNUAL ISSUER YES ABSTAIN AGAINST
REPORT
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF THE PROFIT ISSUER YES ABSTAIN AGAINST
ACCORDING TO THE ADOPTED ANNUAL REPORT
PROPOSAL #4.a: AMEND ARTICLES 1(2) AND 6(1) AS ISSUER YES ABSTAIN AGAINST
SPECIFIED
PROPOSAL #4.b: APPROVE, TO REDUCED THE COMPANY'S SHARE ISSUER YES ABSTAIN AGAINST
CAPITAL BY A NOMINAL AMOUNT OF DKK 10MILLION OF THE
COMPANY'S HOLDING OF TREASURY SHARES AND THAT THESE
OWN SHARES BE CANCELLED, AS SPECIFIED; AND AMEND
ARTICLE 3(1) OF THE ARTICLES OF ASSOCIATION, AS
SPECIFIED
PROPOSAL #4.c: APPROVE, THE GUIDELINES, WITH EFFECT ISSUER YES ABSTAIN AGAINST
FROM 01 JUL 2007, SECTION 69 B OF THE DANISH COMPANIES
ACT STIPULATES, LAID DOWN BY THE BOARD OF DIRECTORS
OF A LISTED COMPANY FOR INCENTIVE PAY TO ITS MEMBERS
OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
BEFORE ANY SPECIFIC AGREEMENTS TO THIS EFFECT CAN BE
MADE, AS SPECIFIED; AND AMEND THE ARTICLES OF
ASSOCIATION BY INCLUDING A NEW ARTICLE 15 AND BY
DELEING ARTICLE 13(4) AND EXISTING ARTICLE 15 BE RE-
NUMBERED TO ARTICLE 16, EXISTING ARTICLE 16 TO BE RE-
NUMBERED TO ARTICLE 17, EXISTING ARTICLE 17 TO BE RE-
NUMBERED TO ARTICLE 18, EXISTING ARTICLE 18 TO BE RE-
NUMBERED TO ARTICLE 19
PROPOSAL #4.d: APPROVE TO INCREASE THE EMOLUMENTS OF ISSUER YES ABSTAIN AGAINST
THE MEMBERS OF THE BOARD OF DIRECTORS TO DKK 325,000
WITH A PREMIUM OF 200% AND 75% TO THE CHAIRMAN AND
DEPUTY CHAIRMAN, RESPECTIVELY; THIS IS ACCORDING TO
THE MARKET
PROPOSAL #4.e: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES ABSTAIN AGAINST
OWN SHARES REPRESENTING UP TO 10% OF THE SHARE
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 SPECIFIED AS THE MARKET PRICE AT THE TIME OF
PURCHASE +/- 10%; & Acirc; AUTHORITY EXPIRES AT THE AGM IN
2008& eth;
PROPOSAL #5.1: RE-ELECT MR. MICHAEL PRAM RASMUSSEN, ISSUER YES ABSTAIN AGAINST
DIRECTOR (CHAIRMAN) AS A DIRECTOR
PROPOSAL #5.2: RE-ELECT MR. NIELS PETER LOUIS-HANSEN, ISSUER YES ABSTAIN AGAINST
BCOM (DEPUTY CHAIRMAN) AS A DIRECTOR
PROPOSAL #5.3: RE-ELECT MR. SVEN HAKAN BJORKLUND AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR
PROPOSAL #5.4: RE-ELECT MR. PER MAGID, ATTORNEY AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR
PROPOSAL #5.5: RE-ELECT MR. TORSTEN E. RASMUSSEN AS A ISSUER YES ABSTAIN AGAINST
DIRECTOR
PROPOSAL #5.6: RE-ELECT MS. INGRID WIIK AS A DIRECTOR ISSUER YES ABSTAIN AGAINST
PROPOSAL #5.7: ELECT MR. JORGEN TANG-JENSEN, CHIEF ISSUER YES ABSTAIN AGAINST
EXECUTIVE OFFICER, VELUX A/S AS A DIRECTOR
PROPOSAL #6.: RE-ELECT PRICEWATERHOUSECOOPERS AS THE ISSUER YES ABSTAIN AGAINST
AUDITOR
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: 6/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE COMPANY'S
2007 FINANCIAL STATEMENTS, AS PRESENTED
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
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 THE NET INCOME OF THE FY IS OF ISSUER YES FOR FOR
EUR 871,149,776.16 AND THE RETAINED EARNINGS ON 31 DEC
2007 OF EUR 1,506,206,006.74, I. E A TOTAL OF EUR
2,377,355,782.90, APPROVE THE RECOMMENDATION OF THE
BOARD OF DIRECTOR AND RESOLVES THAT THE INCOME FOR THE
FY BE APPROPRIATED AS FOLLOWS: TO THE RETAINED
EARNINGS: EUR 1,619,264,403.25 TO WITHDRAW AS FIRST
DIVIDEND: EUR 73,960,134.60, AS ADDITIONAL DIVIDEND:
EUR 684,131,245.05 I .E, THE TOTAL SUM OF EUR
758,091,379.65; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 2.05 PER SHARE, AND WILL ENTITLE TO
THE 40 % DEDUCTION PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 19 JUN 2008; AS REQUIRED
BY LAW, IT IS REMINDED THAT, FOR THE LAST 3 FINANCIAL
YEARS, THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 1.28
FOR FY 2004, EUR 1.36 FOR FY 2005, EUR 1.70 FOR FY 2006
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.40 OF
THE FRENCH COMMERCIAL CODE, APPROVE THE AGREEMENT
REFERRED TO THEREIN, BETWEEN THE COMPAGNIE DE SAINT
GOBAIN AND THE COMPANY WENDEL
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1,
OF THE FRENCH COMMERCIAL CODE, APPROVE THE AGREEMENT
REFERRED TO THEREIN, RELATED TO THE RETIREMENT
OBLIGATIONS IN FAVOUR OF MR. JEAN LOUIS BEFF AS A
CHAIRMAN OF THE BOARD OF DIRECTORS AND WHICH WILL COME
INTO EFFECT AS FROM THE CESSATION OF ITS TERM O F
OFFICE AS CHAIRMAN OF THE BOARD O F DIRECTORS
PROPOSAL #O.6: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1,
OF THE FRENCH COMMERCIAL CODE, APPROVE THE AGREEMENT
REFERRED TO THEREIN, RELATED TO THE RETIREMENT
OBLIGATIONS IN FAVOUR OF MR. PIERRE ANDRE DE
CHALENDAR, GENERAL MANAGER
PROPOSAL #O.7: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
AGREEMENTS REFERRED TO THEREIN, RELATED TO DUE
SEVERANCE PAY, IN CERTAIN CASES OF CESSATION OF MR.
PIERRE ANDRE DE CHALENDAR 'S TERM OF OFFICE
PROPOSAL #O.8: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES FOR FOR
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS AS SPECIFIED: MAXIMUM PURCHASE
PRICE: EUR 90.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 % OF THE SHARE CAPITAL, I. E. A NUMBER OF
37,421,615 SHARES, MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 3,367,945,350.00; 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 A MERGER, DIVESTMENT OR CAPITAL
CONTRIBUTION CAN NOT EXCEED 5 % OF ITS CAPITAL;
& Acirc; AUTHORITY EXPIRES AT 18 MONTH PERIOD& eth; , TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
JEAN LOUIS BEFFA AS A DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MRS. ISABELLE BOUILLOT AS A DIRECTOR FOR A 4 YEAR
PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MRS. SYLVIA JAY AS A DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #O.12: APPOINT MR. JEAN BERNARD LAFONTA AS A ISSUER YES FOR FOR
DIRECTOR & Acirc; TO REPLACE MR. JOSE LUIS LEALMALDONADO& eth; FOR
A 4 YEAR PERIOD
PROPOSAL #O.13: APPOINT SUBJECT TO APPROVAL OF ISSUER YES FOR FOR
RESOLUTION NUMBER 15, MR. M. BERNARD GAUTIER AS A NEW
DIRECTOR FOR A 4 YEAR PERIOD
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
PROCEED WITH THE ISSUANCE OF WARRANTS GIVING RIGHT TO
SUBSCRIBE, ON EXCEPTIONAL TERMS, TO SHARES OF THE
COMPAGNIE DE SAINT GOBAIN AND THEIR ALLOCATION FREE OF
CHARGE TO THE SHAREHOLDERS OF THE COMPANY BEING
ENTITLED TO DO SO BEFORE THE END OF THE PUBLIC OFFER
PERIOD; & Acirc; AUTHORITY EXPIRES AT 18 MONTH PERIOD& eth; , TO
INCREASE THE CAPITAL BY A MAXIMUM NOMINAL VALUE OF EUR
375,000,000.00, SETS THE MAXIMUM NUMBER OF WARRANTS
TO BE ISSUED, TO A NUMBER EQUAL TO THE ONE OF THE
SHARES CONSTITUTING THE SHARE CAPITAL WHEN THE
WARRANTS ARE ISSUED; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
PROPOSAL #E.15: AMEND THE ARTICLE NUMBER 9 OF THE ISSUER YES FOR FOR
BYLAWS
PROPOSAL #E.16: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
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: 6/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: THE 2007 BUSINESS OPERATIONS ISSUER NO N/A N/A
PROPOSAL #A.2: THE 2007 AUDITED REPORTS ISSUER NO N/A N/A
PROPOSAL #B.1: APPROVE THE 2007 FINANCIAL STATEMENTS ISSUER YES FOR FOR
PROPOSAL #B.2: APPROVE THE 2007 PROFIT DISTRIBUTION; ISSUER YES FOR FOR
CASH DIVIDEND: TWD 2.4 PER SHARE
PROPOSAL #B.3: APPROVE TO ISSUE NEW SHARES FROM ISSUER YES FOR FOR
RETAINED EARNINGS, STAFF BONUS AND CAPITAL RESERVES;
STOCK DIVIDEND: 2 FOR 1,000 SHARES HELD; BONUS ISSUE:
3 FOR 1,000 SHARES HELD
PROPOSAL #B.4: APPROVE TO REVISE THE ARTICLES OF ISSUER YES FOR FOR
INCORPORATION
PROPOSAL #B.5: ELECT MR. JOHN KEVIN MEDICA & Acirc; ID NO.: ISSUER YES FOR FOR
19580823JO& eth; AS A DIRECTOR
PROPOSAL #B.6: APPROVE TO RELEASE THE PROHIBITION ON ISSUER YES FOR FOR
THE DIRECTORS FROM PARTICIPATION IN COMPETITIVE
BUSINESS
PROPOSAL #B.7: OTHER ISSUES AND EXTRAORDINARY MOTION ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIO CUSIP: 204412100
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1A: APPRECIATION OF THE MANAGEMENTS REPORT ISSUER YES FOR FOR
AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007
PROPOSAL #O1B: PROPOSAL FOR THE DESTINATION OF PROFITS ISSUER YES AGAINST AGAINST
OF THE SAID FISCAL YEAR AND APPROVAL OF THE
INVESTMENT BUDGET FOR THE COMPANY
PROPOSAL #O1C: APPOINTMENT OF THE MEMBERS OF THE ISSUER YES FOR FOR
FISCAL COUNCIL
PROPOSAL #O1D: ESTABLISHMENT OF THE REMUNERATION OF ISSUER YES FOR FOR
THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS
PROPOSAL #E2A: THE APPROVAL FOR THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF MERGER OF FERRO GUSA CARAJAS S.A., A
WHOLLY OWNED SUBSIDIARY OF THE COMPANY, PURSUANT TO
ARTICLES 224 AND 225 OF THE BRAZILIAN CORPORATE LAW
PROPOSAL #E2B: TO RATIFY THE APPOINTMENT OF DELOITTE ISSUER YES FOR FOR
TOUCHE TOHMATSU AUDITORES INDEPENDENTES, THE EXPERTS
HIRED TO APPRAISE THE VALUE OF THE COMPANY TO BE MERGED
PROPOSAL #E2C: TO DECIDE ON THE APPRAISAL REPORT, ISSUER YES FOR FOR
PREPARED BY THE EXPERT APPRAISERS
PROPOSAL #E2D: THE APPROVAL FOR THE MERGER OF FERRO ISSUER YES FOR FOR
GUSA CARAJAS S.A., WITHOUT A CAPITAL INCREASE OR THE
ISSUANCE OF NEW SHARES BY THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPASS GROUP PLC, CHERTSEY SURREY
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS ANNUAL ISSUER YES FOR FOR
REPORT AND ACCOUNTS AND THE AUDITORSREPORT THEREON
PROPOSAL #2.: APPROVE AND ADOPT THE DIRECTORS ISSUER YES FOR FOR
REMUNERATION REPORT
PROPOSAL #3.: APPROVE TO DECLARE A FINAL DIVIDEND ON ISSUER YES FOR FOR
THE ORDINARY SHARES
PROPOSAL #4.: ELECT SIR JAMES CROSBY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: ELECT MR. TIM PARKER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: ELECT MS. SUSAN MURRAY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT SIR ROY GARDNER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT MR. STEVE LUCAS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9.: RE-APPOINT DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO AGREE THE ISSUER YES FOR FOR
AUDITORS REMUNERATION
PROPOSAL #11.: GRANT AUTHORITY TO ALLOT SHARES ISSUER YES FOR FOR
& Acirc; SECTION 80& eth;
PROPOSAL #S.12: GRANT AUTHORITY TO ALLOT SHARES FOR ISSUER YES FOR FOR
CASH & Acirc; SECTION 89& eth;
PROPOSAL #S.13: GRANT AUTHORITY TO PURCHASE SHARES ISSUER YES FOR FOR
PROPOSAL #14.: GRANT DONATIONS TO EU POLITICAL ISSUER YES FOR FOR
ORGANIZATIONS
PROPOSAL #S.15: APPROVE TO AMEND THE CURRENT ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: HAROLD W. MCGRAW ISSUER YES FOR FOR
III
PROPOSAL #1B: ELECTION OF DIRECTOR: JAMES J. MULVA ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: BOBBY S. SHACKOULS ISSUER YES FOR FOR
PROPOSAL #02: TO AMEND AMENDED AND RESTATED BY-LAWS ISSUER YES FOR FOR
AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE
FOR THE ANNUAL ELECTION OF DIRECTORS
PROPOSAL #03: TO RATIFY APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS CONOCOPHILLIPS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008
PROPOSAL #04: QUALIFICATIONS FOR DIRECTOR NOMINEES SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: REPORT ON RECOGNITION OF INDIGENOUS SHAREHOLDER YES ABSTAIN AGAINST
RIGHTS
PROPOSAL #06: ADVISORY VOTE ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: GREENHOUSE GAS REDUCTION SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: COMMUNITY ACCOUNTABILITY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #10: DRILLING IN SENSITIVE/PROTECTED AREAS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #11: ENVIRONMENTAL IMPACT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #12: GLOBAL WARMING SHAREHOLDER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONTINENTAL AG, HANNOVER
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2008 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 AND THE REPORT OF THE BOARD,
PURSUANT TO SECTION 89& Acirc; 4& eth; AND 15& Acirc; 4& eth; OF THE GERMAN
COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 336,730,468.96 AS FOLLOWS
PAYMENT OF A DIVIDEND OF EUR 2 PER SHARE NO PAR SHARE
EUR 13,306,302.96 AS FOLLOWS: PAYMENT OF A DIVIDEND
AND PAYBLE DATE 28 APR 2008
PROPOSAL #3.: RATIFICATION OF THE ACT OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: THE SUPERVISORY BOARD PROPOSES THAT KPMG ISSUER YES FOR FOR
DEUTSHE TREUHAND GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, HANOVER, BE APPOINTED
AS THE AUDITORS OF THE FINANCIAL STATEMENTS FOR THE
COMPANY ABD THE GROUP FOR FISCAL 2008
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR FOR
OWN SHARES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
OWN SHARES OF UP TO 10% OF ITS SHARE CAPITAL AT PRICES
NOT DEVIATING MORE THAN 10% FROM THE MARKET PRICE OF
THE SHARES ON OR BEFORE 24 OCT 2009
PROPOSAL #7.: RESOLUTION ON THE REVISION OF THE ISSUER YES FOR FOR
AUTHORIZED CAPITAL 2007 AND THE CORRESPONDENT TO THE
ARTICLE AS FOLLOWS; THE BOARD SHALL BE AUTHORIZED WITH
THE CONSENT OF THE SUPERVISORY BOARD INCREASE THE
COMPANY'S SHARE BY UPTO EUR 149,988,545.28 THROUGH THE
ISSUE OF NEW SHARES AGAINST PAYMENT IN CASH AND/OR
KIND ON OR BEFORE 23 APR 2012, SHAREHOLDERS SHALL BE
GRANTED SUBSCRIPTIONS OF THE RIGHTS EXCEPT FOR A
CAPITAL AGAINST PAYMENT IN KIND IN CONNECTION WITH
ACQUISITIONS FOR THE GRANTING OF SUCH RIGHTS TO
BONDHOLDERS AND FOR RESIDENTIAL AMOUNTS
PROPOSAL #8.: RESOLUTION ON AN AMENDMENT TO THE ISSUER YES FOR FOR
AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT OF 5
MAY 2006 THE SUPERVISORY BOARD TO ISSUE BONDS UPTO
EUR 6,000,000,000 CONFERRING CONVERSION AND/OR OPTION
RIGHTS FOR NEW SHARES OF THE COMPANY ON OR BEFORE 4
MAY 2011 AS OF 25 APR 2008, SHAREHOLDERS SUBSCRIPTION
RIGHTS SHALL BE EXCLUDED FOR THE ISSUE OF BONDS
CONFERRING CONVERSION AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO EUR 37,500,000 OF SUCH BONDS
ARE ISSUED AT A PRICE NOT MATERIALLY VALUE THEIR
THEORETICAL MARKET VALUE PARTIAL REVOCATIONS OF THE
AUTHORIZATION OF THE SHAREHOLDERS MEETING OF 5 MAY
2006 TO ISSUE BONDS OF UP TO EUR 6,000,000 SHALL BE
REDUCED BY EUR 1,500,000 TO EUR 4,50,000,000; THE
CONTINGENT CAPITAL OF EUR 149,000,000AS SECTION 4(5)
THE ARTICLES OF ASSOCIATION SHALL BE REDUCED TO
111,5000,000
PROPOSAL #9.: RESOLUTION ON THE AUTHORIZATION II TO ISSUER YES FOR FOR
ISSUE CONVERTIBLE BONDS AND/OR WARRANT-LINKED BONDS,
PARTICIPATORY RIGHTS AND/OR INCOME BONDS & Acirc; OR A
COMBINATION OF THESE INSTRUMENTS& eth; AND THE CREATION OF
CONDITIONAL CAPITAL II AND THE CORRESPONDENT AMENDMENT
TO THE ARTICLE OF THE ASSOCIATION, THE BOARD OF MDS
SHALL BE AUTHORIZED TOP, WITH THE CONSENT OF THE
SUPERVISORY BOARD TO ISSUE REGISTERED AND/OR BEARER
BONDS OR PROFIT SHARING RIGHTS OR UP TO 1,500,000 FOR
NEW SHARES OF THE COMPANY ON OR BEFORE 4 MAY 2011,
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR SHARES OF THE COMPANY UP TO EUR 37,500,000
IF SUCH BONDS AND/OR PROFIT SHARING RIGHTS ARE ISSUED
AT A PRICE NOT MATERIALLY BELLOW THEIR MARKET VALUE;
THE COMPANY SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UPTO EUR 37,500,000 THROUGH THE ISSUE
UP TO 14,648,437 NEW BEARER NO PAR SHARES
PROPOSAL #10.: AUTHORIZATION FOR ISSUE OF SUBSCRIPTION ISSUER YES FOR FOR
RIGHTS WITHIN THE FRAMEWORK OF THE 2008 STOCK OPTION
PLAN, CREATION OF CONDITIONAL CAPITAL AND AMENDMENTS
TO THE ARTICLES OF INCORPORATION; REPORT OF THE
EXECUTIVE BOARD TO THE ANNUAL SHAREHOLDERS MEETING
WITH REGARD TO AGENDA ITEMS 6, 7, 8, 9, AND 10
CONCERNING THE EXCLUSION OF SUBSCRIPTION RIGHTS
ACCORDING TO SECTION 71 & Acirc; SUBSECTION 1 NO. 8 CLAUSE
5& eth; , SECTION 186 & Acirc; SUBSECTION 3, CLAUSE 4& eth; , SECTION 203
& Acirc; SUBSECTION 2& eth; AND SECTION 221 & Acirc; SUBSECTION 4 CLAUSE 2& eth;
IN CONJUNCTION WITH SECTION 186 & Acirc; SUBSECTION 4 CLAUSE
2& eth; OF THE GERMAN STOCK CORPORATION ACT
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ISSUER: COSTCO WHOLESALE CORPORATION
TICKER: COST CUSIP: 22160K105
MEETING DATE: 1/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: SUSAN L. DECKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD D. DICERCHIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD M. LIBENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN W. MEISENBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES T. MUNGER ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT TO THE SECOND RESTATED 2002 ISSUER YES FOR FOR
STOCK INCENTIVE PLAN.
PROPOSAL #03: RATIFICATION OF SELECTION OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COUNTRYWIDE FINANCIAL CORPORATION
TICKER: CFC CUSIP: 222372104
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO APPROVE AND ADOPT THE AGREEMENT AND ISSUER YES FOR FOR
PLAN OF MERGER, DATED AS OF JANUARY 11, 2008, BY AND
AMONG COUNTRYWIDE FINANCIAL CORPORATION, BANK OF
AMERICA CORPORATION AND RED OAK MERGER CORPORATION, AS
SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
PROPOSAL #02: TO APPROVE THE ADJOURNMENT OF THE ISSUER YES FOR FOR
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
AND ADOPT THE MERGER AGREEMENT.
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ISSUER: CREDIT AGRICOLE SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED; THE EXPENSES AND CHARGES THAT WERE NOT TAX-
DEDUCTIBLE OF EUR 124,921.00 WITH A CORRESPONDING TAX
OF EUR 43,010.00
PROPOSAL #O.2: RECEIVE THE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
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 THE NET INCOME FOR THE FY IS OF ISSUER YES FOR FOR
EUR 4,895,676,609.65 AND THE PRIOR RETAINED EARNINGS
BEING OF EUR 2,253,079,831.75 THE TOTAL AMOUNT TO BE
ALLOCATED IS OF EUR 7,148,756,441.40, AND THE
RECOMMENDATION OF THE BOARD OF DIRECTORS AND RESOLVES
THAT THIS DISTRIBUTABLE AMOUNT BE APPROPRIATED AS
FOLLOWS: TO THE LEGAL RESERVE: EUR 23,434,444.49
DIVIDENDS: EUR 2,003,708,246.40 TO THE RETAINED
EARNINGS: EUR 5,121,613,750.51, AND RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE, AND WILL ENTITLE TO
THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 23 JUN 2008, IN THE
EVENT THAT THE CREDIT AGRICOLE S.A. HOLDS SOME OF ITS
OWN SHARES ON THE DAY THE DIVIDEND IS 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 DIVIDEND PAYMENT WILL BE ISSUER YES FOR FOR
CARRIED OUT IN CASH OR IN SHARES & Acirc; 80% INSHARES, I.E.
EUR 0.96 PER SHARE, AND 20% IN CASH, I.E EUR 0.24& eth; , AS
PER THE FOLLOWING CONDITIONS: REINVESTMENT PERIOD
WILL BE EFFECTIVE FROM 30 MAY 2008 TO13 JUN, 2008, THE
NEW SHARES WILL BE CREATED WITH DIVIDEND RIGHTS AS OF
01 JAN 2008, AT THE CLOSE OF THE SUBSCRIPTION PERIOD;
RECEIVE THE DIVIDEND PAYMENT IN CASH, ON 23 JUN 2008;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
PROPOSAL #O.5: APPROVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL.225.38
AND SEQUENCE, OF THE FRENCH COMMERCIAL CODE, SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
PROPOSAL #O.6: APPROVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42.1,
OF THE FRENCH COMMERCIAL CODE, THE AGREEMENTS RELATED
OF MR. EDOUARD ESPARBES REFERRED TO THEREIN
PROPOSAL #O.7: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
PHILIPPE CAMUS AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
RENE CARRON AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES AGAINST AGAINST
ALAIN DIEVAL AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. XAVIER FONTANET AS A DIRECTOR FOR A 3YEAR PERIOD
PROPOSAL #O.11: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. MICHEL JAY AS A DIRECTOR FOR A 3 YEARPERIOD
PROPOSAL #O.12: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES AGAINST AGAINST
MR. MICHEL MICHAUT AS A DIRECTOR FOR A 3 YEAR PERIOD
PROPOSAL #O.13: APPOINT MR. GERARD CAZALS AS A ISSUER YES AGAINST AGAINST
DIRECTOR, TO REPLACE MR. JEAN PIERRE PARGADE WHO
RESIGNED, FOR THE REMAINDER OF MR. JEAN PIERRE
PARGADE'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FYE IN 31 DEC 2008
PROPOSAL #O.14: RATIFY THE APPOINTMENT OF MR. MICHEL ISSUER YES AGAINST AGAINST
MATHIEU AS A DIRECTOR, TO REPLACE MR. JEAN ROGER
DROUET WHO RESIGNED, FOR THE REMAINDER OF MR. JEAN
ROGER DROUET'S TERM OF OFFICE, I.E. UNTIL THE
SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FYE IN 31 DEC 2010
PROPOSAL #O.15: APPOINT THE DIRECTOR, TO REPLACE MR. ISSUER YES FOR FOR
DANIEL LEBEGUE, FOR THE REMAINDER OF MR.DANIEL
LEBEGUE'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDER'S
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FYE 31 DEC 2010
PROPOSAL #O.16: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR 950,000.00 TO THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #O.17: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES AGAINST AGAINST
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET
SUBJECT TO THE CONDITIONS DESCRIBED BELOW; MAXIMUM
PURCHASE PRICE: EUR 35.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL & Acirc; I.E. A MAXIMUM
NUMBER OF 166,975,687 SHARES& eth; , MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 3,000,000,000.00,
& Acirc; AUTHORITY EXPIRES IS GIVEN FOR AN 18 MONTH PERIOD& eth; ;
IT SUPERSEDES THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS MEETING 23 MAY 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, AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #E.18: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO INCREASE THE CAPITALON 1 OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY ISSUANCE, WITH
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY
SHARES OF THE COMPANY AND OR ANY OTHER SECURITIES
GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY OR
GIVING RIGHT TO A DEBT SECURITY, THE MAXIMUM NOMINAL
AMOUNT OF CAPITAL INCREASES TO BE CARRIED OUT UNDER
THIS DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR
2,500,000,000.00, THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR
5,000,000,000.00, AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; & Acirc; AUTHORITY
IS GIVEN FOR A 26-MONTH PERIOD& eth; IT SUPERSEDES THE
UNUSED FRACTION OF THE DELEGATION GRANTED BY THE
SHAREHOLDERS MEETING OF 23 MAY 2007 IN ITS RESOLUTION
14
PROPOSAL #E.19: AUTHORIZE THE BOARD OF DIRECTORS THE ISSUER YES FOR FOR
NECESSARY POWERS TO DECIDE TO PROCEED, WITH OUT PRE
EMPTIVE SUBSCRIPTION RIGHTS, WITH THE ISSUANCE OF ALL
SECURITIES SET FORTH IN RESOLUTION 18 & Acirc; POINT 1& eth; , IT
DECIDES THAT: THE MAXIMUM NOMINAL AMOUNT OF CAPITAL
INCREASES TO BE CARRIED OUT UNDER THIS DELEGATION OF
AUTHORITY SHALL NOT EXCEED EUR 1,000,000,000.00 IN THE
EVENT OF AN ISSUANCE WITH AND EUR 500,000,000.00 IN
THE EVENT ISSUANCE WITHOUT A TIME LIMITED OF
SUBSCRIPTION PRIORITY, 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 FRACTION UNUSED OF THE CEILINGS SET FORTH IN
RESOLUTION 18 AND, IT IS SPECIFIED THAT ANY ISSUANCE
CARRIED OUT ACCORDINGLY WITH THE PRESENT RESOLUTION
SHALL COUNT AGAINST THE CORRESPONDING CEILING(S); AND
TO TAKE ALL NECESSARY MEASURES AND FORMALITIES;
& Acirc; AUTHORITY EXPIRES IS GIVEN FOR A 26 MONTH PERIOD& eth; IT
SUPERSEDES THE DELEGATION GRANTED BY THE SHAREHOLDERS
MEETING OF 23 MAY 2007, IN ITS RESOLUTION NR. 15
PROPOSAL #E.20: AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUER YES FOR FOR
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE
EVENT OF CAPITAL INCREASES & Acirc; DECIDED ACCORDINGLY WITH
RESOLUTION NR. 18, 19, 24, 25, AND 26& eth; WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS, AT
THE SAME PRICE AS THE INITIAL ISSUE, WITHIN 30 DAYS OF
THE CLOSING OF THE SUBSCRIPTION PERIOD AND UP TO A
MAXIMUM OF 15% OF THE INITIAL ISSUE, IT RESOLVES THAT
THE MAXIMUM NOMINAL AMOUNT OF CAPITAL INCREASES, WITH
OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, CARRIED OUT ACCORDINGLY THE PRESENT
DELEGATION, THOSE GRANTED IN RESOLUTION NR 24, 25 AND
26 BEING EXCLUDED, SHALL COUNT AGAINST THE OVERALL
CEILINGS OF CAPITAL INCREASES SET FORTH IN RESOLUTION
NUMBER 18 AND 19; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; & Acirc; AUTHORITY
EXPIRES IS GIVEN FOR A 26 MONTH PERIOD& eth; IT SUPERSEDES
MEETING OF 23 MAY 2007, IN ITS RESOLUTION NR 16
PROPOSAL #E.21: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL UP TO 10% OF THE SHARE
CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTION IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL, THE MAXIMUM AMOUNT OF CAPITAL
INCREASES TO BE CARRIED OUT ACCORDINGLY THE PRESENT
DELEGATION, SHALL COUNT AGAINST THE LIMIT OF THE
OVERALL CEILINGS SET FORTH IN RESOLUTION NR 18 AD 19;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, & Acirc; AUTHORITY EXPIRES IS GIVEN FOR
A 26 MONTH PERIOD& eth; , IT SUPERSEDES THE DELEGATION
GRANTED BY THE SHAREHOLDERS MEETING OF 23 MAY 2007, IN
ITS RESOLUTION NR. 17
PROPOSAL #E.22: AUTHORIZE THE BOARD OF DIRECTORS ISSUER YES AGAINST AGAINST
WITHIN THE LIMIT OF 5% OF THE COMPANY'S SHARE CAPITAL,
TO SET THE ISSUE PRICE OF THE ORDINARY SHARES OR
SECURITIES TO BE ISSUED, WITHOUT PRE EMPTIVE
SUBSCRIPTION RIGHTS, GIVING ACCESS TO THE TERMS AND
CONDITIONS DETERMINED BY THE SHAREHOLDERS MEETING
PROPOSAL #E.23: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 3,000,000,000.00, 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 METHODS, THIS AMOUNT IS DIFFERENT FROM THE
OVERALL CEILING SET FORTH IN RESOLUTIONS NR. 18 AND
19; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; & Acirc; AUTHORITY EXPIRES IS GIVEN
FOR A 26 MONTH PERIOD& eth; , IT SUPERSEDES THE DELEGATION
GRANTED BY THE SHAREHOLDERS OF 23 MAY 2007, IN ITS
RESOLUTION NR. 19
PROPOSAL #E.24: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AT
ITS SOLE DISCRETION BY WAY OF ISSUING SHARES IN FAVOUR
OF THE EMPLOYEES OF THE CREDIT AGRICOLE S.A, MEMBERS
OF A COMPANY SAVINGS PLAN; & Acirc; AUTHORITY EXPIRES IS GIVEN
FOR A 26 MONTH PERIOD& eth; AND FOR A NOMINAL AMOUNT THAT
SHALL NOT EXCEED EUR 150,000,000.00; AND TO DECIDE TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF THE BENEFICIARIES ABOVE MENTIONED;
AND TO TAKE ALL NECESSARY FORMALITIES, THIS
DELEGATION SUPERSEDED THE DELEGATION GRANTED BY THE
SHAREHOLDER'S MEETING OF 23 MAY 2007 IN ITS RESOLUTION
PROPOSAL #E.25: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AT
ITS SOLE DISCRETION, BY WAY OF ISSUING NEW SHARES IN
FAVOUR OF THE COMPANY CREDIT AGRICOLE INTERNATIONAL
EMPLOYEES; & Acirc; AUTHORITY EXPIRES IS GIVEN FOR AN 18-MONTH
PERIOD& eth; AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 40,000,000.00, AND TO DECIDE TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF THE BENEFICIARY ABOVE MENTIONED; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES, THIS DELEGATION SUPERSEDES THE DELEGATION
GRANTED BY THE SHAREHOLDERS MEETING OF 23 MAY 1007,
IN ITS RESOLUTION NR. 21
PROPOSAL #E.26: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST AGAINST
INCREASE THE SHARE CAPITAL, ON 1OR MORE OCCASIONS, AT
ITS SOLE DISCRETION, BY WAY OF ISSUING NEW SHARES IN
FAVOUR OF THE EMPLOYEES OF THE GROUP CREDIT AGRICOLE,
MEMBERS OF AN ENTERPRISE GROUP SAVINGS PLAN IN THE
USA, & Acirc; AUTHORITY EXPIRES IS GIVEN FOR A 26 MONTH
PERIOD& eth; AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED
EUR 40,000,000.00, TO DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF THE BENEFICIARIES; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,
THIS DELEGATION SUPERSEDES THE DELEGATION GRANTED BY
THE SHAREHOLDERS MEETING OF MAY 23 2007 IN ITS
RESOLUTION NR. 22
PROPOSAL #E.27: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, IN 1OR MORE TRANSACTIONS, TO BENEFICIARIES TO
BE CHOSEN BY IT, OPTIONS GIVING THE RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED
THROUGH A SHARE CAPITAL INCREASE, OR TO PURCHASE
EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A
TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 2% OF THE
SHARE CAPITAL & Acirc; WITHIN THE LIMIT OF THE OVERALL
CEILINGS SET FORTH IN RESOLUTION NR.18 AND 19& eth; AND
DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF THE EMPLOYEES AND/OR
THE CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES THE SHAREHOLDERS MEETING DELEGATES; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, & Acirc; AUTHORITY EXPIRES IS GIVEN FOR
A 38 MONTH PERIOD& eth; , IT SUPERSEDES BY THE SHAREHOLDERS
MEETING OF 17 MAY 2006, IN ITS RESOLUTION NR. 20
PROPOSAL #E.28: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE
CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL & Acirc; THE WHOLE WITHIN THE LIMIT OF THE
OVERALL CEILINGS SET FORTH IN RESOLUTION NR. 18 AND
19& eth; , DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF THE BENEFICIARIES
ABOVE MENTIONED; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; & Acirc; AUTHORITY
EXPIRES IS GIVEN FOR A 38 MONTH PERIOD& eth;
PROPOSAL #E.29: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
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 A
STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24 MONTH PERIOD; & Acirc; AUTHORITY
EXPIRES IS GIVEN FOR A 24 MONTH PERIOD& eth; , IT SUPERSEDES
THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 23 MAY 2007, IN ITS RESOLUTION NR. 23
PROPOSAL #E.30: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
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ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS.
ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION
WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS
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ISSUER: CREDIT SUISSE GROUP, ZUERICH
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE PARENT ISSUER YES FOR FOR
COMPANY'S 2007 FINANCIAL STATEMENTS AND THE GROUP 2007
CONSOLIDATED FINANCIAL STATEMENTS
PROPOSAL #2.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND THE EXECUTIVE BOARD
PROPOSAL #3.: APPROVE THE CAPITAL REDUCTION OWING TO ISSUER YES FOR FOR
COMPLETION OF THE SHARE BUY BACK PROGRAM
PROPOSAL #4.: APPROVE THE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #5.1: AMEND THE ARTICLES OF ASSOCIATION: BY ISSUER YES FOR FOR
AMENDING THE CORPORATE NAME & Acirc; LEGAL FORM& eth;
PROPOSAL #5.2: AMEND THE ARTICLES OF ASSOCIATION BY ISSUER YES FOR FOR
THE DELETION OF PROVISIONS CONCERNING CONTRIBUTIONS IN
KIND
PROPOSAL #6.1.A: RE-ELECT MR. THOMAS W. BECHTLER TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS
PROPOSAL #6.1.B: RE-ELECT MR. ROBERT H. BENMOSCHE TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS
PROPOSAL #6.1.C: RE-ELECT MR. PETER BRABECK-LETMATHE ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS
PROPOSAL #6.1.D: RE-ELECT MR. JEAN LANIER TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS
PROPOSAL #6.1.E: RE-ELECT MR. ANTON VAN ROSSUM TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #6.1.F: RE-ELECT MR. ERNST TANNER TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS
PROPOSAL #6.2: ELECT KPMG KLYNVELD PEAT MARWICK ISSUER YES FOR FOR
GOERDELER SA AS INDEPENDENT AUDITORS AND THE GROUP
INDEPENDENT AUDITORS
PROPOSAL #6.3: ELECT BDO VISURA AS THE SPECIAL AUDITORS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CRH PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
REPORTS OF DIRECTORS AND THE AUDITORS
PROPOSAL #2.: DECLARE A DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.A: RE-ELECT MR. N. HARTERY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.B: RE-ELECT MR. T.W. HILL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.C: RE-ELECT MR. K. MCGOWAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.D: RE-ELECT MR. J.M.C. O CONNOR AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #3.E: RE-ELECT MR. U.H. FELCHT AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE THE REMUNERATION OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #S.5: APPROVE THE DISAPPLICATION OF PRE- ISSUER YES FOR FOR
EMPTION RIGHTS
PROPOSAL #S.6: GRANT AUTHORITY TO PURCHASE OWN ISSUER YES FOR FOR
ORDINARY SHARES
PROPOSAL #S.7: GRANT AUTHORITY TO RE-ISSUE TREASURY ISSUER YES FOR FOR
SHARES
PROPOSAL #S.8: AMEND THE MEMORANDUM OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #S.9: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CUMMINS INC.
TICKER: CMI CUSIP: 231021106
MEETING DATE: 5/13/2008 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: ROBERT K. HERDMAN 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
2008.
PROPOSAL #11: PROPOSAL TO AMEND RESTATED ARTICLES OF ISSUER YES AGAINST AGAINST
INCORPORATION TO INCREASE AUTHORIZED SHARES.
PROPOSAL #12: PROPOSAL TO ADOPT INTERNATIONAL LABOR SHAREHOLDER YES ABSTAIN AGAINST
ORGANIZATION STANDARDS.
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ISSUER: DAI NIPPON PRINTING CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES AGAINST AGAINST
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.18: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.19: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.20: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.21: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.22: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.23: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.24: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.25: APPOINT A DIRECTOR ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIHATSU MOTOR CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
AND CORPORATE AUDITORS
PROPOSAL #5: APPROVE PROVISION OF RETIREMENT ALLOWANCE ISSUER YES FOR FOR
FOR DIRECTORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIMLER AG, STUTTGART
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED COMPANY ISSUER NO N/A N/A
STATEMENTS, THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS, AND THE MANAGEMENT REPORTS FOR DAIMLER AG
AND THE GROUP FOR THE 2007 FY, THE REPORT OF THE
SUPERVISORY BOARD AND THE EXPLANATORY REPORT OF THE
BOARD OF MANAGEMENT PROVIDING DETAILS ON TAKEOVER
PROVISIONS AS REQUIRED BY SECTION 289, AND SECTION
315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 6,183,998,802.37 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 2 PER ENTITLED
SHARE EUR 4,156,261,610.37 SHALL BE ALLOCATED TO THE
REVENUE RESERVES, EX-DIVIDEND AND PAYABLE DATE: 10 APR
2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER YES FOR FOR
FY: KPMG, BERLIN
PROPOSAL #6.: AUTHORIZATION TO ACQUIRE ITS OWN SHARES; ISSUER YES FOR FOR
THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES
OF UP TO 10 % OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 10 % FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 09 OCT 2009; THE BOARD OF
DIRECTORS SHALL BE AUTHORIZE TO USE THE SHARES FOR
ACQUISITION PURPOSES OR WITHIN THE SCOPE OF THE STOCK
OPTION PLAN , TO OFFER THE SHARES TO EMPLOYEES, AND TO
RETIRE THE SHARES
PROPOSAL #7.: RESOLUTION ON AUTHORIZATION TO USE ISSUER YES FOR FOR
DERIVATIVE FINANCIAL INSTRUMENTS IN THE CONTEXT OF
ACQUIRING OWN SHARES
PROPOSAL #8.: RESOLUTION ON THE ELECTION OF NEW ISSUER YES FOR FOR
MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #9.: RESOLUTION ON THE INCREASE OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD REMUNERATION, AND THE CORRESPONDING
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
ORDINARY MEMBERS OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 100,000;
THE CHAIRMAN SHALL RECEIVE 3 TIMES, THE DEPUTY
CHAIRMAN 2 TIMES, COMMITTEE CHAIRMAN 1 AND A HALF
TIMES, AND OTHER COMMITTEE MEMBERS ONE AND A 3 TIMES,
THE AMOUNT; IN ADDITION, ALL MEMBERS SHALL RECEIVE AN
ATTENDANCE FEE OF EUR 1,100 PER MEETING.
PROPOSAL #10.: RESOLUTION ON THE REVISION OF THE ISSUER YES FOR FOR
AUTHORIZED CAPITAL I, AND THE CORRESPONDENT AMENDMENTS
TO THE ARTICLES OF ASSOCIATION; THE EXISTING
AUTHORIZED CAPITAL I SHALL BE REVOKED; THE BOARD OF
MANAGING DIRECTORS SHALL BE AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
SHARE CAPITAL BY UP TO EUR 500,000,000 THROUGH THE
ISSUE OF NEW REGISTERED SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 08 APR 2013 & Acirc; AUTHORIZED CAPITAL I & eth; ;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS,
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF
SUBSCRIPTION RIGHTS TO HOLDERS OF WARRANTS OR
CONVERTIBLE BONDS, AND INSOFAR AS THE ISSUE PRICE IS
NOT MATERIALLY BELOW THE MARKET PRICE
PROPOSAL #11.: RESOLUTION ON THE REVISION OF T HE ISSUER YES FOR FOR
AUTHORIZED CAPITAL II, AND THE CORRESPONDENT
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTING AUTHORIZED CAPITAL II SHALL BE REVOKED; THE
BOARD OF MANAGING DIRECTORS BE AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE
SHARE CAPITAL BY UP TO EUR 500,000,000 THROUGH THE
ISSUE OF NEW REGISTERED SHARES AGAINST PAYMENT IN
KIND, ON OR BEFORE 08 APR 2013 & Acirc; AUTHORIZED CAPITAL
II& eth; ; THE BOARD OF MANAGING DIRECTORS SHALL BE
AUTHORIZE D TO EXCLUDE SHAREHOLDERS SUBSCRIPTION
RIGHTS; THE SHAREHOLDERS EKKEHARD WENGER AND LEONHARD
KNOLL HAVE PUT FORTH THE FOLLOWING ADDITIONAL ITEMS
FOR RESOLUTION
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142, SUBSECTION 1
OF THE GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO
INVESTIGATE THE QUESTION OF WHETHER IN CARRYING OUT
THE SHARE BUYBACK PROGRAM IN THE SECOND HALF OF 2007,
THE DUTY OF PRUDENCE WAS NEGLECTED OR ACTIONS OF
BREACH OF TRUST OCCURRED AND TO WHAT EXTENT CURRENT OR
FORMER EXECUTIVES PROFITED FROM THAT
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142, SUBSECTION 1
OF THE GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO EXAMINE
THE QUESTION WHETHER IN CONNECTION WITH CHANGE OF
NAME PROPOSED BY THE BOARD OF MANAGEMENT AND
SUPERVISORY BOARD FUNDS HAVE BEEN SENSELESSLY WASTED
IN CONTRAVENTION OF THE LEGALLY REQUIRED PRUDENCE
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF INCORPORATION
- - LIMIT ON THE NUMBER OF MANDATES OF MEMBERS OF THE
SUPERVISORY BOARD REPRESENTING THE SHAREHOLDERS
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF INCORPORATION
- - SEPARATE COUNTING OF VOTES FROM VARIOUS SHAREHOLDER
GROUP
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF INCORPORATION
- - PRODUCTION OF VERBATIM MINUTES OF THE SHAREHOLDERS
MEETING
PROPOSAL #17.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142 (1) OF THE
GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO EXAMINE THE
ISSUE OF WHETHER THE MEMBERS OF THE BOARD OF
MANAGEMENT AND THE SUPERVISORY BOARD WERE IN BREACH OF
DUTY IN NEGLECTING TO EXAMINE ALL OPTIONS TO MAKE
CLAIMS FOR DAMAGES AGAINST THE RESPONSIBLE MEMBERS OF
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD AND
THE RELEVANT CONSULTANTS AND THE AUDITORS OR TO AT
LEAST EFFECT AN ADEQUATE REDUCTION IN CURRENT
REMUNERATION OR PENSION BENEFITS OR TO CANCEL SHARE-
BASED COMPONENTS OF REMUNERATION FOLLOWING THE
STATEMENTS MADE BY THE STUTTGART DISTRICT COURT ON 04
AUG 2006 CONCERNING THE BUSINESS COMBINATION BETWEEN
DAIMLER BENZ AG AND CHRYSLER CORPORATION THAT
PROPOSAL #18.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142 (1 )OF THE
GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO EXAMINE THE
ISSUE OF WHETHER THE SUPERVISORY BOARD NEGLECTED ITS
OBLIGATIONS OF DUE CARE AND ATTENTION WHEN, IN SPRING
2003, CLOSE TO WHEN THE SHARE PRICE REACHED ITS LOWEST
POINT FOR SEVERAL YEARS, IT ISSUED 20.5 MILLION
OPTIONS TO THE BOARD OF MANAGEMENT AND OTHER
MANAGEMENT STAFF OF THE COMPANY AT AN EXERCISE PRICE
OF ONLY EUR 34.40 PER SHARE
PROPOSAL #19.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1), OF THE
GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO EXAMINE THE
ISSUE OF WHETHER THE COMPANY IS ENTITLED TO CLAIM
DAMAGES IN RELATION TO TAN INTERVIEW BY THE FORMER
CHAIRMAN OF THE BOARD OF MANAGEMENT JURGEN SCHREMPP IN
THE FINANCIAL TIMES, WHICH LATER AIDED A CLASS ACTION
LAWSUIT IN THE UNITED STATES THAT WAS SETTLED AT USD
300 MILLION, OF WHICH THE COMPANY WAS REQUIRED TO PAY
AN UNINSURED SHARE WHICH WAS AN EIGHT-DIGIT AMOUNT
PROPOSAL #20.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1) OF THE
GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO EXAMINE THE
ISSUE OF THE EXTENT TO WHICH CURRENT OR FORMER MEMBERS
OF THE BOARD OF MANAGEMENT OR THE SUPERVISORY BOARD
WERE AWARE OF TRANSACTIONS THAT HAVE SINCE LED TO
INVESTIGATIONS BY VARIOYS AUTHORITIES, INCLUDING THE
US SECURITIES AND EXCHANGE COMMISSION & Acirc; SEC& eth; AND THE US
DEPARTMENT OF JUSTICE IN PARTICULAR, OR WHETHER THE
ABOVE PERSONS CAN BE ACCUSED OF ORGANIZATIONAL FAILURE
AS NO SUFFICIENT PRECAUTIONS WERE TAKEN TO PREVENT
THESE TRANSACTIONS
PROPOSAL #21.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1)OF THE
GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO EXAMINE THE
ISSUE OF WHETHER, PRIOR TO THE FEDERAL COURT OF
JUSTICE REPEALING THE PRISON SENTENCE HANDED DOWN BY
THE STUTTGART DISTRICT COURT ON THE BUSINESSMAN
GERHADRD SCHWEINLE, THE CURRENT CHAIRMAN OF THE BOARD
OF MANAGEMENT DR. ZETSCHE, AND VARIOUS EMPLOYEES OF
THE COMPANY PROVIDE FALSE, INCOMPLETE, MISLEADING OR
OTHERWISE INACCURATE INFORMATION ON AN ALLEGED FRAUD
COMMITTED AGAINST THE COMPANY IN THE AREA OF SO-CALLED
GRAY-MARKET TRANSACTIONS, IF SO, WHAT INTERNAL
PRELIMINARY CLARIFICATION THIS INFORMATION WAS BASED
ON, WHO KNEW OF THIS AND WHO KNEW OF ANY GRAY-MARKET
TRANSACTIONS PER SE AND WHO PROFITED FROM ANY GRAY-
MARKET TRANSACTIONS; IT IS ALSO NECESSARY TO
INVESTIGATE TO WHAT EXTENT THE COMPANY HAS MEANWHILE
PAID DAMAGES, TO WHAT EXTENT THESE JUDGMENTS ARE
FINAL, WHICH FURTHER CLAIMS FOR DAMAGES ARE TO BE
FREED OR HAVE ALREADY BEEN FILED, AND AGAINST WHICH
EMPLOYEES OR EXECUTIVES RECOURSE CAN BE SOUGHT
PROPOSAL #22.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142 (1) OF THE
GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO EXAMINE THE
ISSUE OF WHETHER, THE SUPERVISORY BOARD SUFFICIENTLY
MONITORED THE ADMINISTRATION OF THE FORMER CHAIRMAN OF
THE BOARD OF MANAGEMENT JURGEN SCHREMPP, WHETHER IT
PARTICULARLY IN VIEW OF HIS SERVICES GRANTED HIM
APPROPRIATELY HIGH REMUNERATION, WHETHER THE
SUPERVISORY BOARD CHECKED THAT ALL BENEFITS TO THE
FORMER CHAIRMAN OF THE BOARD OF MANAGEMENT WERE
RECORDED AS BOARD OF MANAGEMENT REMUNERATION, AND
WHETHER IN THE CASE OF THE EMPLOYMENT OF FAMILY
MEMBERS AND RELATIVES OF THE FORMER CHAIRMAN OF THE
BOARD OF MANAGEMENT THE SUPERVISORY BOARD DEMANDED AND
MONITORED THE RENDERING OF APPROPRIATE SERVICES, OR
ARRANGED FOR THIS TO BE DONE, AND IF SO, WHO IS/ WAS
RESPONSIBLE FOR DOING THIS
PROPOSAL #23.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: MOTION FOR A RESOLUTION ON THE EXECUTION OF
A SPECIAL AUDIT PURSUANT TO SECTION 142(1)OF THE
GERMAN STOCK CORPORATION ACT & Acirc; AKTG& eth; TO CLAIM DAMAGES
FROM CURRENT AND FORMER MEMBERS OF THE SUPERVISORY
BOARD DUE TO THE GRANTING OF IN APPROPRIATE
REMUNERATION FOR FORMER BOARD OF MANAGEMENT CHAIRMAN
JURGEN SCHREMPP, DUE TO THE UNAUTHORIZED FAILURE TO
CLAIM COMPENSATION FOR DAMAGES FROM JURGEN SCHREMPP,
AND DUE TO THE UNAUTHORIZED FAILURE TO RECLAIM
INAPPROPRIATE ELEMENTS OF REMUNERATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIMLERCHRYSLER AG, STUTTGART
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMENDMENT TO THE ARTICLE OF ASSOCIATION ISSUER YES FOR N/A
IN RESPECT OF THE COMPANY'S NAME BEING CHANGED TO
DAIMLER AG
PROPOSAL #2.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE COMPANY'S NAME BEING CHANGED TO
DAIMLER-BENZ AG
PROPOSAL #3.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER SECTION
142(1) OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE WASTE OF FINANCIAL MEANS REGARDING
THE NAME CHANGE OF THE COMPANY
PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION OF A VOTE OF NO-CONFIDENCE
AGAINST MR. ERICH KLEMM, MEMBER OF THE SUPERVISORY
BOARD
PROPOSAL #5.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE SHAREHOLDERS MEETING BEING HELD IN
STUTTGART AS OF THE 2009 FY IF THE PREVIOUS TWO
MEETINGS WERE HELD AT A DIFFERENT PLACE
PROPOSAL #6.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF AGE-RESTRICTIONS FOR MEMBERS OF THE
SUPERVISORY BOARD
PROPOSAL #7.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF MEMBERS OF THE SUPERVISORY BOARD BEING
INTERDICTED TO BE A MEMBER OF THE BOARD OF MANAGING
DIRECTORS OF ANOTHER DAX-30 COMPANY
PROPOSAL #8.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF SHAREHOLDERS STATEMENTS
PROPOSAL #9.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
CONNECTION WITH SPECIAL COUNTING METHODS
PROPOSAL #10.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE MINUTES OF THE SHAREHOLDERS MEETING
BEING TAKEN
PROPOSAL #11.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: AMENDMENT TO THE ARTICLE OFASSOCIATION IN
RESPECT OF THE COMPANY BEING TRANSFORMED INTO A
EUROPEAN COMPANY & Acirc; SE& eth;
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142& Acirc; 1& eth; OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE MERGER BETWEEN THE COMPANY AND
CHRYSLER CORPORATION
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142& Acirc; 1& eth; OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE STOCK OPTION PLAN 2003
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142& Acirc; 1& eth; OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE INTERVIEW GIVEN BY MR. JUERGEN
SCHREMPP TO FINANCIAL TIMES
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142& Acirc; 1& eth; OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH IMPROPER ACTIONS OF CURRENT OR FORMER
MEMBERS OF THE BOARD OF MANAGING DIRECTORS OR OF THE
SUPERVISORY BOARD
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142& Acirc; 1& eth; OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH INCOMPLETE OR INACCURATE INFORMATION
GIVEN BY DR. ZETSCHE AND OTHER EMPLOYEES OF THE COMPANY
PROPOSAL #17.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST N/A
PROPOSAL: RESOLUTION ON A SPECIAL AUDIT AS PER
SECTION 142& Acirc; 1& eth; OF THE GERMAN STOCK CORPORATION ACT IN
CONNECTION WITH THE CONTROL OF THE FORMER CHAIRMAN OF
THE BOARD OF MANAGING DIRECTORS MR. JUERGEN SCHREMPP
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DARDEN RESTAURANTS, INC.
TICKER: DRI CUSIP: 237194105
MEETING DATE: 9/14/2007 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: RITA P. WILSON 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 FISCAL YEAR ENDING MAY 25, 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DELL INC.
TICKER: DELL CUSIP: 24702R101
MEETING DATE: 12/4/2007 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: THOMAS W. LUCE, III 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: SAM NUNN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
2002 LONG-TERM INCENTIVE PLAN
PROPOSAL #SH1: EXECUTIVE STOCKOWNERSHIP GUIDELINES SHAREHOLDER YES AGAINST FOR
PROPOSAL #SH2: DECLARATION OF DIVIDEND SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DELUXE CORPORATION
TICKER: DLX CUSIP: 248019101
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RONALD C. BALDWIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES A. HAGGERTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ISAIAH HARRIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DON J. MCGRATH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C.E. MAYBERRY MCKISSACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NEIL J. METVINER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN P. NACHTSHEIM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARY ANN O'DWYER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTYN R. REDGRAVE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEE J. SCHRAM ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS DELUXE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
YEAR ENDING DECEMBER 31, 2008.
PROPOSAL #03: APPROVAL OF THE DELUXE CORPORATION 2008 ISSUER YES FOR FOR
ANNUAL INCENTIVE PLAN.
PROPOSAL #04: APPROVAL OF THE DELUXE CORPORATION 2008 ISSUER YES FOR FOR
STOCK INCENTIVE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE BANK AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS FOR FISCAL 2007
PROPOSAL #2.: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF EUR 4.50 PER SHARE
PROPOSAL #3.: APPROVE DISCHARGE OF MANAGEMENT BOARD ISSUER YES FOR FOR
FOR FISCAL 2007
PROPOSAL #4.: APPROVE DISCHARGE OF SUPERVISORY BOARD ISSUER YES FOR FOR
FOR FISCAL 2007
PROPOSAL #5.: RATIFY KPMG DEUTSCHE TREUHAND- ISSUER YES FOR FOR
GESELLSCHAFT AG AS THE AUDITORS FOR FISCAL 2008
PROPOSAL #6.: AUTHORIZE REPURCHASE OF UP TO 5 % OF ISSUER YES FOR FOR
ISSUED SHARE CAPITAL FOR TRADING PURPOSES
PROPOSAL #7.: AUTHORIZE SHARE REPURCHASE PROGRAM AND ISSUER YES FOR FOR
REISSUANCE OR CANCELLATION OF REPURCHASED SHARES
PROPOSAL #8.: AUTHORIZE USE OF FINANCIAL DERIVATIVES ISSUER YES FOR FOR
WHEN REPURCHASING SHARES
PROPOSAL #9.1: ELECT MR. CLEMENS BOERSIG TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.2: ELECT MR. KARL-GERHARD EICK TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.3: ELECT MR. HENNING KAGERMANN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.4: ELECT MR. SUZANNE LABARGE TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.5: ELECT MR. TILMAN TODENHOEFER TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.6: ELECT MR. WERNER WENNING TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.7: ELECT MR. PETER JOB TO THE SUPERVISORY ISSUER YES FOR FOR
BOARD
PROPOSAL #9.8: -NOTE- NO LONGER AVAILABLE FOR RE- ISSUER YES FOR FOR
ELECTION
PROPOSAL #9.9: ELECT MR. MAURICE LEVY TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.10: ELECT MR. JOHANNES TEYSSEN TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #10.: APPROVE CREATION OF EUR 140 MILLION ISSUER YES FOR FOR
POOL OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #11.: APPROVE ISSUANCE OF CONVERTIBLE BONDS ISSUER YES FOR FOR
AND BONDS WITH WARRANTS ATTACHED WITHOUT PREEMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF EUR 9
BILLION, APPROVE CREATION OF EUR 150 MILLION POOL OF
CAPITAL TO GUARANTEE CONVERSION RIGHTS
PROPOSAL #12.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: INSTRUCTION TO THE MANAGEMENT BOARD TO MAKE
ALL PREPARATIONS TO SPIN OFF INVESTMENT BANKING
BUSINESS WITHIN TWO YEARS
PROPOSAL #13.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
RESTRICTION ON RISKY BUSINESS IN THE U. S. A.
PROPOSAL #14.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
RESTRICTION ON THE NUMBER OF ADDITIONAL MANDATES FOR
REPRESENTATIVES OF THE SHAREHOLDERS ON THE SUPERVISORY
BOARD
PROPOSAL #15.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
SEPARATE COUNTING OF VOTES CAST BY DIFFERENT
SHAREHOLDER GROUPS
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: AMENDMENT TO THE ARTICLES OF ASSOCIATION -
PRODUCTION OF WORD-FOR-WORD MINUTES (TRANSCRIPTIONS)
OF PROCEEDINGS AT THE GENERAL MEETING
PROPOSAL #17.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: PROPOSAL FOR RESOLUTION ON THE PERFORMANCE
OF A SPECIAL AUDIT PURSUANT TO PARAGRAPH 142 (1)
GERMAN STOCK CORPORATION ACT TO INVESTIGATE THE
QUESTION OF WHETHER MANAGEMENT BODIES OF THE COMPANY
INFRINGED THEIR DUTIES OF CARE WHEN, IN SPRING 2003,
CLOSE TO THE LOWEST POINT REACHED ON THE STOCK MARKET
FOR SEVERAL YEARS, 14.6 MILLION OPTIONS WITH AN
EXERCISE PRICE OF ONLY & #128; 47.53 PER SHARE WERE
ISSUED TO SELECTED EXECUTIVES OF THE COMPANY
PROPOSAL #18.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPLICATION FOR RESOLUTION ON THE
PERFORMANCE OF A SPECIAL AUDIT PURSUANT TO PARAGRAPH
142 (1) GERMAN STOCK CORPORATION ACT TO INVESTIGATE
THE QUESTION OF WHETHER MANAGEMENT BODIES OF THE
COMPANY INFRINGED THEIR DUTIES OF CARE OR COMMITTED
ACTIONS IN BREACH OF TRUST FOR PERSONAL REASONS IN THE
MANAGEMENT OF THE SHAREHOLDING IN DAIMLER AG
(FORMERLY DAIMLERCHRYSLER AG)
PROPOSAL #19.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPLICATION FOR RESOLUTION ON THE
PERFORMANCE OF A SPECIAL AUDIT PURSUANT TO PARAGRAPH
142 (1) GERMAN STOCK CORPORATION ACT TO INVESTIGATE
THE QUESTION OF WHETHER IN THE YEARS 2003 TO 2007, IN
BREACH OF DUTIES OF CARE, BONUSES WERE PAID TO
EMPLOYEES AND EXECUTIVES WHICH, SUBJECT TO CAREFUL
CONSIDERATION OF THE LEGAL RISKS ARISING OUT OF THE
TRANSACTIONS FOR WHICH THE BONUSES WERE PAID, SHOULD
NOT HAVE BEEN GRANTED OR, IF AT ALL, ONLY WITH A
CLAUSE ALLOWING THEM TO BE CALLED BACK
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE BOERSE AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT AND THE REPORT OF THE BOARD OF
MANAGING DIRECTORS PURSUANT TO SECTIONS 289(4) AND
315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 425,000,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 2.10 PER NO-PAR SHARE;
EUR 22,013,007.20 SHALL BE ALLOCATED TO THE OTHER
REVENUE RESERVES; EX-DIVIDEND AND PAYABLE DATE: 22 MAY
2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.A: ELECTIONS TO THE SUPERVISORY BOARD: DR. ISSUER YES FOR FOR
KONRAD HUMMLER
PROPOSAL #5.B: ELECTIONS TO THE SUPERVISORY BOARD: MR. ISSUER YES FOR FOR
B. DAVID KRELL
PROPOSAL #6.: RESOLUTION ON THE REVOCATION OF THE ISSUER YES FOR FOR
EXISTING AUTHORIZED CAPITAL, THE CREATIONOF A NEW
AUTHORIZED CAPITAL II, AND THE CORRESPOND 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 14,800,000 THROUGH THE ISSUE OF
UP TO NEW BEARER NO-PAR SHARES AGAINST PAYMENT IN CASH
AND/OR KIND, ON OR BEFORE 20 MAY 2013; 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 BE LOW THEIR MARKET
PRICE, FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND
IN CONNECTION WITH MERGERS AND ACQUISITIONS, FOR THE
ISSUE OF EMPLOYEE SHARES OF UP TO EUR 3,000,000 AND
FOR RESIDUAL AMOUNTS
PROPOSAL #7.: AUTHORIZATION TO ACQUIRE OWN SHARES: THE ISSUER YES FOR FOR
COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 10% FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 31 OCT 2009; THE COMPANY SHALL
ALSO BE AUTHORIZED TO USE PUT AND CALL OPTIONS FOR T
HE ACQUISITION OF OWN SHARES OF UP TO 5% OF THE
COMPANY'S SHARE CAPITAL, AT A PRICE 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, AS
EMPLOYEE SHARES OR WITHIN THE SCOPE OF THE COMPANY'S
PROFIT SHARING PLAN OR STOCK OPTION PLAN 2003, AND TO
RETIRE THE SHARE
PROPOSAL #8.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY OWNED
SUBSIDIARY DEUTSCHE BOERSE DIENSTLEISTUNGS AG,
EFFECTIVE UNTIL AT LEAST 31 DEC 2012
PROPOSAL #9.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY OWNED
SUBSIDIARY DEUTSCHE BOERSE SYSTEMS AG, EFFECTIVE UPON
ITS ENTRY IN THE COMMERCIAL REGISTER OF DEUTSCHE
BOERSE SYSTEMS AG
PROPOSAL #10.: AMENDMENT TO THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION IN RESPECT OF THE SUPERVISORY BOARD
COMPRISING 18 MEMBERS UPON THE SHAREHOLDERS MEETING
2009
PROPOSAL #11.: AMENDMENT TO THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION IN RESPECT OF RESOLUTIONS OF THE
SUPERVISORY BOARD REQUIRING A QUORUM OF AT LEAST HALF
OF ITS MEMBERS
PROPOSAL #12.: APPOINTMENT OF THE AUDITORS FOR THE ISSUER YES FOR FOR
2008 FY: KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, BERLIN
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE LUFTHANSA AG, KOELN
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 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 2007 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 572,421,965 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.25 PER REGISTERED SHARE
EX-DIVIDEND AND PAYABLE DATE 30 APR 2008
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.: 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 10% FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 28 OCT 2009; 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 IF THE SHARES ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE
SHARES FOR ACQUISITION PURPOSES OR FOR SATISFYING
CONVERSION OR OPTION RIGHTS, TO USE THE SHARES AS
EMPLOYEE SHARES, AND TO RETIRE THE SHARES;
SHAREHOLDERS SUBSCRIPTION RIGHTS SHALL BE EXCLUDED; 6
AMENDMENT TO SECTION 15 OF THE ARTICLES OF ASSOCIATION
IN RESPECT OF THE LAST DATE FOR SHAREHOLDER
REGISTRATION FOR ATTENDANCE AT THE SHAREHOLDERS;
MEETING BEING EXTENDED FROM THE 3 TO THE 7 DAY BEFORE
THE MEETING IN QUESTION
PROPOSAL #6.: AMENDMENT TO SECTION 15 OF THE ARTICLES ISSUER NO N/A N/A
OF ASSOCIATION IN RESPECT OF THE LAST DATE FOR
SHAREHOLDER REGISTRATION FOR ATTENDANCE AT THE
SHAREHOLDERS; MEETING BEING EXTENDED FROM THE 3 TO THE
7 DAY BEFORE THE MEETING IN QUESTION
PROPOSAL #7.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AG, DUSSELDORF
PROPOSAL #8.: ELECTIONS TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE POST AG, BONN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PRESENTATION OF THE ADOPTED ANNUAL ISSUER NO N/A N/A
FINANCIAL STATEMENTS AND APPROVED CONSOLIDATED
FINANCIAL STATEMENTS, OF THE MANAGEMENT REPORT FOR THE
COMPANY AND THE GROUP EACH WITH THE EXPLANATORY
REPORT ON INFORMATION IN ACCORDANCE WITH SECTIONS
289& Acirc; 4& eth; AND 315& Acirc; 4& eth; HGB & Acirc; GERMAN COMMERCIAL CODE& eth; , AND OF
THE REPORT BY THE SUPERVISORY BOARD FOR FY 2007
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 1,337,632,042.54 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.90 PER NO-PAR
SHARE EUR 250,361,389.84 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES EX-DIVIDEND AND PAYABLE DATE 07
MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AG, DUESSELDORF
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR FOR
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 31 OCT
2009 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, TO USE
THE SHARES WITHIN THE SCOPE OF THE COMPANY'S STOCK
OPTION PLAN OR FOR SATISFYING CONVERSION OR OPTION
PROPOSAL #7.: ELECTIONS TO THE SUPERVISORY BOARD- ISSUER YES FOR FOR
PROF. DR. WULF VON SCHIMMELMANN
PROPOSAL #8.: RESOLUTIONS ON AMENDMENTS TO THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION AS FOLLOWS: A& eth; RESOLUTION ON
AN AMENDMENT TO THE ARTICLES OF ASSOCIATION IN
ACCORDANCE WITH THE NEW TRANSPARENCY DIRECTIVE
IMPLEMENTATION LAW SECTION 4& Acirc; 2& eth; , REGARDING THE COMPANY
BEING AUTHORIZED TO TRANSMIT INFORMATION TO
SHAREHOLDERS BY ELECTRONIC MEANS; B& eth; SECTION 14& Acirc; 7& eth; ,
REGARDING THE SUPERVISORY BOARD BEING AUTHORIZED TO
DECIDE ON EDITORIAL AMENDMENTS TO THE ARTICLES OF
ASSOCIATION SECTION 17& Acirc; 8& eth; , DELETION; C& eth; SECTION
17& Acirc; 3& eth; 2, REGARDING MEMBERS OF THE NOMINATION COMMITTEE
SHALL NOT RECEIVE AN ADDITIONAL REMUNERATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEUTSCHE TELEKOM AG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT AND THE RE-PORT PURSUANT TO
SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL
CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT OF EUR 6,678,623,284.42 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.78 PER NO-PAR
SHARE EUR 3,293,078,093.86 SHALL BE CARRIED FORWARD
EX-DIVIDEND AND PAYABLE DATE: 16 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE BOARD OF ISSUER YES FOR FOR
MANAGING DIRECTORS
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2007 ISSUER YES FOR FOR
FY AND FOR THE REVIEW OF THE CONDENSED FINANCIAL
STATEMENTS AND THE INTERIM MANAGEMENT REPORT PURSUANT
TO SECTIONS 37W(5), 37Y NO. 2 OF THE GERMAN SECURITIES
TRADING ACT: PRICEWATERHOUSECOOPERS AG, FRANKFURT AND
ERNST + YOUNG AG, STUTTGART
PROPOSAL #6.: RENEWAL OF THE AUTHORIZATION TO ACQUIRE ISSUER YES FOR FOR
OWN SHARES; THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
UP TO 436,131,999 OWN SHARES, 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 10% IF THEY ARE ACQUIRE D BY
WAY OF A REPURCHASE OFFER, ON OR BEFORE 14 NOV 2009;
THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO
OFFER THE SHARES TO SHAREHOLDERS BY WAY OF A RIGHTS
OFFERING, TO DISPOSE OF THE SHARES IN A MANNER OTHER
THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE
SHARES ARE'S OLD AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF THE SHARES, TO FLOAT THE SHARES ON
FOREIGN STOCK EXCHANGES, TO USE THE SHARES FOR
ACQUISITION PURPOSES, TO USE THE SHARES FOR SATISFYING
CONVERTIBLE AND/OR OPTION RIGHTS OR AS EMPLOYEE
SHARES, AND TO RETIRE THE SHARES
PROPOSAL #7.: ELECTION OF PROF. DR. ULRICH LEHNER TO ISSUER YES FOR FOR
THE SUPERVISORY BOARD
PROPOSAL #8.: ELECTION OF MR. MARTIN BURY TO THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #9.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, LAMBDA TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS
PROPOSAL #10.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, OMINKRON TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008FOR A PERIOD
OF AT LEAST 5 YEARS
PROPOSAL #11.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, THETA TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS
PROPOSAL #12.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, ETA TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS 1
PROPOSAL #13.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, EPSILON TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS
PROPOSAL #14.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, OMEGA TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS
PROPOSAL #15.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, SIGMA TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS
PROPOSAL #16.: APPROVAL OF THE CONTROL AND PROFIT ISSUER YES FOR FOR
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY, KAPPA TELEKOMMUNIKATIONSDIENSTE GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2008 FOR A PERIOD
OF AT LEAST 5 YEARS
PROPOSAL #17.: AMENDMENT TO SECTION 13(3)2 OF THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION; IN RESPECT MEMBERS OF THE
NOMINATION COMMITTEE BEING EXCLUDED FROM RECEIVING AN
ADDITIONAL REMUNERATION FOR THEIR MEMBERSHIP IN THIS
COMMITTEE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEVRO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE COMPANY'S ACCOUNTS FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007 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 FOR
DEC 2007
PROPOSAL #3.: ELECT MR. PETER PAGE AS A DIRECTOR, WHO ISSUER YES FOR FOR
RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
PROPOSAL #4.: RE-ELECT MR. PAUL NEEP AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES BY ROTATION UNDER THE PROVISIONS OF THE
ARTICLES OF ASSOCIATION
PROPOSAL #5.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE COMPANY'S AUDITORS UNTIL THE CONCLUSION OF THE
NEXT AGM OF THE COMAPANY AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #6.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR
CONTAINED WITH THE COMPANY'S REPORT AND ACCOUNTS FOR
THE YE 31 DEC 2007
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR FOR
FOR ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES & Acirc; WITHIN THE MEANING OF THAT
SECTION& eth; UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
5,300,000; & Acirc; AUTHORITY EXPIRES FIVE YEARS AFTER THE
DATE OF PASSING OF THIS RESOLUTION& eth; ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.8: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES FOR FOR
PASSING OF RESOLUTION 7 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
& Acirc; SECTION 94& eth; FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 7, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS & Acirc; SECTION 89(1)& eth; , PROVIDED THAT THIS
POWER IS LIMITED I& eth; TO ALLOTMENTS OF EQUITY
SECURITIES WHERE SUCH SECURITIES HAVE BEEN OFFERED & Acirc;
WHETHER BY THE WAY OF A RIGHTS ISSUE, OPEN OFFER OR
OTHER OFFERS& eth; IN FAVOR OF ORDINARY SHAREHOLDERS OR
OTHER EQUITY SECURITIES OF ANY CLASS IN THE CAPITAL OF
THE COMPANY WHO ARE ENTITLED TO BE OFFERED THEM IN
PROPORTION & Acirc; AS NEARLY AS MAY BE& eth; TO THEIR EXISTING
HOLDINGS OF ORDINARY SHARES OR & Acirc; AS THE CASE MAY BE& eth;
OTHER EQUITY SECURITIES & Acirc; SO THAT ANY OFFER TO HOLDERS
OF THE OTHER EQUITY SECURITIES IS ON THEIR BASIS OF
THEIR RIGHTS TO RECEIVE SUCH OFFERS OR IN THE CASE OF
SECURITIES CONVERTIBLE INTO ORDINARY SHARES ON THE
BASIS THAT THEIR HOLDINGS HAVE BEEN CONVERTED INTO, OR
THAT THEY HAVE SUBSCRIBED FOR ORDINARY SHARES ON THE
BASIS THEN APPLICABLE& eth; ; AUTHORIZE THE DIRECTORS TO
DEAL WITH EQUITY SECURITIES REPRESENTING FRACTIONAL
ENTITLEMENTS AND; & Acirc; B& eth; TO DEAL WITH LEGAL OR PRACTICAL
PROBLEMS ARISING IN ANY OVERSEAS TERRITORY OR BY
VIRTUE OF SHARES BEING REPRESENTED BY DEPOSITORY
RECEIPTS, THE REQUIREMENTS OF ANY REGULATORY BODY OR
STOCK EXCHANGE OR ANY OTHER MATTER WHAT SO EVER AND
& Acirc; II& eth; ALLOTMENTS OF EQUITY SECURITIES FOR CASH
OTHERWISE THAN PURSUANT TO PARAGRAPH & Acirc; I& eth; ABOVE UPTO AN
AGGREGATE NOMINAL AMOUNT EQUAL TO GBP 800,000
REPRESENTING LESS THAN 5% OF THE ISSUED SHARE CAPITAL;
& Acirc; AUTHORITY WILL EXPIRE FIVE YEARS AFTER THE PASSING
OF THIS RESOLUTION & eth; ; 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, AUTHORIZE THE DIRECTORS TO
SELL TREASURY SHARES, WHICH IS AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94& Acirc; 3A& eth; OF THE ACT BUT
WITH THE OMISSION OF THE WORDS PURSUANT TO THE GENERAL
AUTHORITY CONFERRED BY RESOLUTION 7
PROPOSAL #S.9: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE 1 OR
MORE MARKET PURCHASES & Acirc; SECTION 163 & Acirc; 3& eth; & eth; OF UP TO
16,000,000 ORDINARY SHARES & Acirc; REPRESENTING LESS THAN 10%
OF THE COMPANY'S ISSUE SHARE CAPITAL& eth; 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; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY HELD IN 2008 OR
15 MONTHS& eth; ; 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
PROPOSAL #S.10: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
AS CONTAINED IN THE PRINTED DOCUMENTS PRODUCED TO THE
AGM & Acirc; AND SIGNED BY THE CHAIRMAN FOR THE PURPOSES OF
IDENTIFICATION& eth; IN SUBSTITUTION FOR AND TO THE
EXCLUSION OF THE COMPANY'S EXISTING ARTICLES OF
ASSOCIAITION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEXIA SA, BRUXELLES
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENTS FOR ISSUER NO N/A N/A
THE 2007 FYE
PROPOSAL #O.2: APPROVE THE PROFIT FOR THE 2007 ISSUER NO N/A N/A
FINANCIAL YEAR AMOUNTS TO EUR 1,081.51 MILLION,
CARRIED FORWARD FROM THE PREVIOUS YEAR STANDS AT EUR
784 MILLION, MAKING PROFIT FOR APPROPRIATION OF EUR
1,865.5 MILLION, RESOLUTION TO APPROPRIATE TT THUS:
TO THE LEGAL RESERVE UP TO EUR 6.9 MILLION; TO THE
AVAILABLE RESERVE UP TO EUR 393.7 MILLION; TO THE
PAYMENT OF A GROSS DIVIDEND OF EUR 0.91 ON EACH SHARE,
WITH EXCEPTION OF OWN SHARES WHICH THE COMPANY ITSELF
HOLDS ON 09 MAY 2008 WHICH THE DIVIDEND RIGHTS ARE
CANCELLED BY THE ORDINARY SHAREHOLDERS MEETING IN
ACCORDANCE WITH ARTICLE 622 OF THE COMPANY CODE; THE
BALANCE TO BE TRANSFERRED TO THE PROFIT CARRIED FORWARD
PROPOSAL #O.3: GRANT FULL DISCHARGE TO THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #O.4: GRANT FULL DISCHARGE TO THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #O.5: APPOINT MRS. FRANCINE SWIGGERS AS A ISSUER NO N/A N/A
DIRECTOR FOR 4 YEARS AT THE CLOSE OF THE SHAREHOLDERS
MEETING 2012
PROPOSAL #O.6: APPOINT MRS. CATHERINE KOPP AS A ISSUER NO N/A N/A
DIRECTOR, FOR A TERM OF 4 YEARS EXPIRING AT THE CLOSE
OF 2012 SHAREHOLDERS MEETING
PROPOSAL #O.7: APPROVE TO RENEW THE DIRECTOR'S MANDATE ISSUER NO N/A N/A
OF MR. JAN RENDERS FOR A TERM OF 4 YEARS TO EXPIRE AT
THE CLOSE OF THE 2012 SHAREHOLDERS MEETING
PROPOSAL #O.8: APPROVE TO CONFIRM MESSRS. GILLES ISSUER NO N/A N/A
BENOIST, DENIS KESSLER, CATHERINE KOPP, ANDRE LEVY-
LANG, GASTON SCHWERTZER, SIR BRIAN UNWIN, FABIO
INNOCENZI AS THE INDEPENDENT DIRECTORS, WITH IN THE
MEANING OF ARTICLE 524 OF THE COMPANY CODE AND FOR THE
PURPOSES OF THE PROCEDURE PROVIDED FOR IN THAT
ARTICLE, MEET ALL THE CRITERIA FOR INDEPENDENCE SET
OUT THEREIN AND THE OTHER CRITERIA FOR INDEPENDENCE
ADOPTED BY THE BOARD OF DIRECTORS
PROPOSAL #O.9: APPOINT THE COMPANY DELOITTE REVISEURS ISSUER NO N/A N/A
D ENTREPRISES SC S.F.D. SCRL, A COMPANY REPRESENTED BY
MESSRS. FRANCK VERHAEGEN AND BERNARD DE MEULEMEESTER,
AS THE AUDITORS FOR A TERM OF 3 YEARS EXPIRING AT THE
END OF THE ORDINARY SHAREHOLDERS MEETING OF 2011;
APPROVE TO FIX THE EMOLUMENTS OF THE COMPANY DELOITTE
REVISEURS D ENTREPRISES SC S.F.D. SCRL AT A FIXED
AMOUNT OF EUR 180,000 PER ANNUM TASKS
PROPOSAL #O.10: APPROVE THE ATTRIBUTION OF A TOTAL OF ISSUER NO N/A N/A
1,163 SHARES TO THE EMPLOYEES OF FINANCIAL SECURITY
ASSURANCE, INCORPORATION & Acirc; FSA& eth; AND ITS DIRECT AND
INDIRECT SUBSIDIARIES ESTABLISHED IN THE UNITED
STATES, WITHIN THE CONTEXT OF THE DEXIA GROUP 2007
EMPLOYEE SHARE OWNERSHIP PLAN, FOR THE BY ARTICLE 423
OF THE INTERNAL REVENUE CODE
PROPOSAL #E.1: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
SUBJECT TO THE CONDITION OVER 18 MONTHS, TO ACQUIRE ON
THE STOCK MARKET OR BY ANY OTHER AS THE LAW PERMITS
AT A COUNTER-VALUE ESTABLISHED IN ACCORDANCE WITH ANY
LAW OR REGULATION IN FORCE AT THE TIME OF REPURCHASE
AND WHICH MAY NOT BE LESS THAN 1 EURO PER SHARE NOR
MORE 10% ABOVE THE LAST CLOSING PRICE ON EURONEXT
BRUSSELS; (II) IN SO FAR AS IS NECESSARY, TO DISPOSE
OF THE COMPANY'S OWN SHARES WHERE APPROPRIATE AFTER
EXPIRY OF THE MAXIMUM PERIOD OF 18 MONTHS PROVIDED FOR
T COMPANY'S DIRECT SUBSIDIARIES WITHIN THE MEANING OF
ARTICLE 627(1) OF THE COMPANY CODE TO ACQUIRE AND
DISPOSE OF SHARES IN THE COMPANY UNDER THE SAME
CONDITIONS
PROPOSAL #E.2: APPROVE TO CANCEL AND DESTROY, WITHOUT ISSUER NO N/A N/A
REDUCTION OF CAPITAL, ALL THE OWN SHARES HELD BY THE
COMPANY ON 09 MAY 2008, OR 5 DAYS PRIOR TO THE
MEETING; THE NUMBER OF SHARES THE CANCELLATION AND
DESTRUCTION OF WHICH SHALL BE SUBJECT TO A VOTE OF
SHAREHOLDERS SHALL BE COMMUNICATED DURING THAT
MEETING; TO CHARGE THE NET BOOK VALUE OF THOSE SHARES
AGAINST THE UNAVAILABLE RESERVE CONSTITUTED IN
ACCORDANCE WITH ARTICLE 623 OF THE COMPANY CODE AND TO
REDUCE THE AMOUNT OF THAT UNAVAILABLE RESERVE, AS A
CONSEQUENCE TO AMEND THE LAST PARAGRAPH OF THE ARTICLE
4 OF THE COMPANY'S ARTICLES OF ASSOCIATION, WHICH
SHALL INDICATE THE NUMBER OF SHARES REPRESENTING THE
CAPITAL AS A RESULT OF THAT CANCELLATION; TO CONFER
FULL POWERS ON THE 2 MEMBERS OF THE BOARD OF DIRECTORS
OR 2 MEMBERS OF THE MANAGEMENT BOARD, ACTING TOGETHER
OR THE CEO, ACTING ON HIS OWN, WITH ENTITLEMENT TO
DELEGATE, TO TAKE NECESSARY FOR THE IMPLEMENTATION OF
THIS RESOLUTION TO CANCEL THE OWN SHARES AND IN
PARTICULAR TO PROCEED WITH THE DESTRUCTION OF THE
SECURITIES IN QUESTION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DIAGEO PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/16/2007 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 ACCOUNTS FOR THE YE 30 JUN 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 30 JUN 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND ON THE ORDINARY ISSUER YES FOR N/A
SHARES
PROPOSAL #4.: RE-ELECT MS. MARIA LILJA AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. NICK C. ROSE AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. PAUL A. WALKER AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: 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 DIRECTORS TO DETERMINE THE AUDITOR'S
REMUNERATION
PROPOSAL #8.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR N/A
FOR ALL OTHER SUCH AUTHORITIES, TO ANY ISSUE OF
RELEVANT SECURITIES & Acirc; SECTION 80 OF THE COMPANIES ACT
1985 & Acirc; AS AMENDED& eth; & eth; MADE & Acirc; OR OFFERED OR AGREED TO BE
MADE& eth; PURSUANT TO SUCH AUTHORITIES PRIOR TO THIS
RESOLUTION BEING PASSED, TO ALLOT RELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 253,783,000
FOR THE PURPOSES AND ON THE TERMS OF THE ARTICLE 10(B)
OF THE COMPANY'S ARTICLE OF ASSOCIATION; & Acirc; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 15 JAN 2009& eth; ; 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, 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 & Acirc; AS AMENDED& eth; , TO ALLOT
EQUITY SECURITIES & Acirc; SECTION 94 OF THAT ACT& eth; FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY THE RESOLUTION
8 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; & Acirc; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON
15 JAN 2009& eth; ; AND THE DIRECTORS MAY SO ALLOT IN
ACCORDANCE WITH ARTICLE 10(C)(III) & Acirc; THE SECTION 95
PRESCRIBED AMOUNT REFERRED TO IN ARTICLE 10(C)(III)
SHALL BE GBP 38,067,000
PROPOSAL #S.10: AUTHORIZE THE COMPANY FOR THE PURPOSES ISSUER YES FOR N/A
OF SECTION 166 OF THE COMPANIES ACT 1985 & Acirc; AS AMENDED& eth;
TO MAKE MARKET PURCHASES & Acirc; SECTION 163 OF THAT ACT& eth; OF
UP TO 263,122,000 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; & Acirc; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR ON 15 JAN
2009& eth; ; 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 ALL COMPANIES ISSUER YES ABSTAIN N/A
AT ANY TIME DURING THE PERIOD FOR WHICH THIS
RESOLUTION HAS EFFECT SUBSIDIARIES OF THE COMPANY, IN
ACCORDANCE WITH SECTION 366 OF THE COMPANIES ACT 2006
& Acirc; THE ACT& eth; TO MAKE POLITICAL DONATIONS & Acirc; SECTION 364 OF
THAT ACT& eth; NOT EXCEEDING GBP 200,000 IN TOTAL AND TO
POLITICAL PARTIES & Acirc; SECTION 363 OF THE ACT& eth; 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 15
JAN 2009; AND APPROVE THE AGGREGATE AMOUNT OF
POLITICAL DONATIONS AND POLITICAL EXPENDITURE MADE AND
INCURRED BY THE COMPANY AND ITS SUBSIDIARIES PURSUANT
TO THIS RESOLUTION SHALL NOT EXCEED GBP 200,000
PROPOSAL #12.: APPROVE AND ADOPT THE DIAGEO PLC 2007 ISSUER YES FOR N/A
UNITED STATES EMPLOYEE STOCK PURCHASE PLAN, 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 UNDER THE UNITED
STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED
PROPOSAL #S.13: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR N/A
SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DISCOVERY HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YE 30 JUN 2007 AND THE REPORT OF
THE DIRECTORS AND THE AUDITORS THEREON
PROPOSAL #2.: APPROVE TO CONFIRM THE APPOINTMENT OF ISSUER YES FOR FOR
MR. P.K. HARRIS AS A DIRECTOR
PROPOSAL #3.: APPROVE TO CONFIRM THE APPOINTMENT OF ISSUER YES FOR FOR
MR. A. POLLARD AS A DIRECTOR
PROPOSAL #4.: RE-ELECT MR. S.B. EPSTEIN AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES IN ACCORDANCE WITH THE COMPANY'S ARTICLES
OF ASSOCIATION
PROPOSAL #5.: RE-ELECT MR. M.I. HILKOWITZ AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THECOMPANY'S
ARTICLES OF ASSOCIATION
PROPOSAL #6.: RE-ELECT MS. S. ZILWA AS A DIRECTOR, WHO ISSUER YES AGAINST AGAINST
RETIRES IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION
PROPOSAL #7.: APPROVE TO CONFIRM THE DIRECTORS FEES ISSUER YES FOR FOR
PAID BY THE COMPANY FOR THE YE 30 JUN 2007 AS PER THE
NOTES OF THE ANNUAL FINANCIAL STATEMENTS
PROPOSAL #8.: APPROVE TO CONFIRM THE RE-APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS INC. AS THE AUDITORS, UNTIL
THE FORTHCOMING AGM
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO FIX AND PAY ISSUER YES FOR FOR
THE AUDITORS REMUNERATION FOR THE YE 30 JUN 2007
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DMCI HOLDINGS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: CALL TO ORDER ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE REPORT ON ATTENDANCE AND ISSUER YES FOR N/A
QUORUM
PROPOSAL #3.: APPROVE THE MINUTES OF PREVIOUS ISSUER YES FOR N/A
STOCKHOLDERS MEETING
PROPOSAL #4.: APPROVE THE MANAGEMENT REPORT FOR THE YE ISSUER YES FOR N/A
31 DEC 2006
PROPOSAL #5.: RATIFY ALL ACTS OF THE BOARD OF ISSUER YES FOR N/A
DIRECTORS AND THE OFFICERS DURING THE PRECEDING YEAR
PROPOSAL #6.: APPOINT THE INDEPENDENT AUDITOR ISSUER YES FOR N/A
PROPOSAL #7.: ELECT THE DIRECTORS INCLUDING 3 ISSUER YES FOR N/A
INDEPENDENT DIRECTORS & Acirc; AS SPECIFIED UNDER
THECORPORATION'S MANUAL ON CORPORATE GOVERNANCE& eth;
PROPOSAL #8.: APPROVE TO ISSUE 400,000,000 COMMON ISSUER YES FOR N/A
SHARES TO DACON CORPORATION
PROPOSAL #9.: APPROVE THE WAIVER BY MAJORITY OF THE ISSUER YES FOR N/A
MINORITY STOCKHOLDERS OF THE RIGHTS OFFERING
REQUIREMENT UNDER THE PSE REVISED LISTING RULES
PROPOSAL #10.: OTHER MATTERS ISSUER NO N/A N/A
PROPOSAL #11.: ADJOURNMENT ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DNB NOR ASA, OSLO
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE REMUNERATION OF COMMITTEE OF ISSUER NO N/A N/A
REPRESENTATIVES, CONTROL COMMITTEE AND THE NOMINATION
COMMITTEE
PROPOSAL #2.: APPROVE THE AUDITOR'S REMUNERATION ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE FINANCIAL STATEMENTS AND THE ISSUER NO N/A N/A
STATUTORY REPORTS; ALLOCATION OF INCOME AND DIVIDENDS
OF NOK 4.50 PER SHARE, GROUP CONTRIBUTIONS IN THE
AMOUNT OF 6.5 BILLION TO SUBSIDIARY VITAL FORSIKRING
ASA
PROPOSAL #4.: ELECT 10 MEMBERS OF THE COMMITTEE OF ISSUER NO N/A N/A
REPRESENTATIVES
PROPOSAL #5.: ELECT THE VICE-CHAIRMAN AND 1 DEPUTY TO ISSUER NO N/A N/A
THE CONTROL COMMITTEE
PROPOSAL #6.: ELECT 4 MEMBERS TO THE ELECTION ISSUER NO N/A N/A
COMMITTEE IN DNB NOR ASA
PROPOSAL #7.: ELECT ERNST YOUNG AS THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #8.: GRANT AUTHORITY TO REPURCHASE UP TO 10% ISSUER NO N/A N/A
OF THE ISSUED SHARE CAPITAL
PROPOSAL #9.A: APPROVE THE ADVISORY PART OF ISSUER NO N/A N/A
REMUNERATION POLICY AND OTHER TERMS OF EMPLOYMENT FOR
EXECUTIVE MANAGEMENT
PROPOSAL #9.B: APPROVE THE BINDING PART OF ISSUER NO N/A N/A
REMUNERATION POLICY AND OTHER TERMS OF EMPLOYMENTFOR
EXECUTIVE MANAGEMENT
PROPOSAL #10.: APPROVE THE CHANGES TO INSTRUCTIONS FOR ISSUER NO N/A N/A
THE ELECTION COMMITTEE
PROPOSAL #11.: AMEND THE COMPANY'S ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DOGAN SIRKETLER GRUBU HOLDINGS AS, ISTANBUL
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING AND 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 2007
PROPOSAL #4.: APPROVE TO TAKE DECISION ON THE BOARD OF ISSUER NO N/A N/A
DIRECTORS PROPOSAL CONCERNING THE PROFIT OF THE
PROPOSAL #5.: GRANT DISCHARGE OF THE BOARD MEMBERS ISSUER NO N/A N/A
PROPOSAL #6.: GRANT DISCHARGE OF THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #7.: APPROVE TO DETERMINE THE NUMBER OF THE ISSUER NO N/A N/A
BOARD MEMBERS, THEIR TERM IN OFFICE ASWELL 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, THEIR IN OFFICE AS WELL AS OF THE
REMUNERATION AND ELECT THE AUDITORS
PROPOSAL #9.: AUTHORIZE THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS IN ORDER 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 TO DETERMINE THE RATE
OF THE INTEREST AND DATE OF PAYMENT, WITHIN THE TERMS
OF ARTICLE 14 OF THE ARTICLES OF ASSOCIATION
PROPOSAL #10.: 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 #11.: RECEIVE THE DONATIONS GIVEN BY THE ISSUER NO N/A N/A
COMPANY ACROSS THE FY
PROPOSAL #12.: WISHES ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DRYSHIPS INC.
TICKER: DRYS CUSIP: Y2109Q101
MEETING DATE: 5/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO ELECT CLASS A DIRECTOR TO SERVE UNTIL ISSUER YES FOR FOR
THE 2011 ANNUAL MEETING OF SHAREHOLDERS: GEORGE
ECONOMOU ( PROPOSAL ONE ).
PROPOSAL #02: TO APPROVE THE APPOINTMENT OF DELOITTE. ISSUER YES FOR FOR
HADJIPAVLOU SOFIANOS & CAMBANIS S.A. AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2008 ( PROPOSAL TWO ).
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DST SYSTEMS, INC.
TICKER: DST CUSIP: 233326107
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GEORGE L. ARGYROS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS A. MCDONNELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. JEANNINE STRANDJORD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT OF THE BOARD
OF MDS PURSUANT TO SECTIONS 289(4) AND 315(4) OF THE
GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 2,589,653,406.20 AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 4.10 PER NO-PAR
SHARE EX-DIVIDEND AND PAYABLE DATE: 02 MAY 2008
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.A: ELECT MR. ULRICH HARTMANN AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #5.B: ELECT MR. ULRICH HOCKER AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #5.C: ELECT PROF. DR. ULRICH LEHNER AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.D: ELECT MR. BARD MIKKELSEN AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #5. E: ELECT DR. HENNING SCHULTE-NOELLE AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.F: ELECT MS. KAREN DE SEGUNDO AS A MEMBER ISSUER NO N/A N/A
OF THE SUPERVISORY BOARD
PROPOSAL #5.G: ELECT DR. THEO SIEGERT AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #5.H: ELECT PROF. DR. WILHELM SIMSON AS A ISSUER NO N/A N/A
MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.I: ELECT DR. GEORG FREIHERR VON WALDENFELS ISSUER NO N/A N/A
AS A MEMBER OF THE SUPERVISORY BOARD
PROPOSAL #5.J: ELECT MR. WERNER WENNING AS A MEMBER OF ISSUER NO N/A N/A
THE SUPERVISORY BOARD
PROPOSAL #6.: APPOINTMENT OF AUDITORS FOR THE 2008 FY: ISSUER NO N/A N/A
PRICEWATERHOUSECOOPERS AG, DUESSELDORF
PROPOSAL #7.: 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 30 OCT 2009 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, THE COMPANY SHALL ALSO BE
AUTHORIZED TO ACQUIRE OWN SHARES OF UP TO 5% OF ITS
SHARE CAPITAL 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, WITHIN A PERIOD OF 1 YEAR 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
CONVERSION OR OPTION RIGHTS, TO OFFER THE SHARES TO
EXECUTIVES AND EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO RETIRE THE SHARES
PROPOSAL #8.: RESOLUTION ON THE CONVERSION OF THE ISSUER NO N/A N/A
COMPANY'S BEARER SHARES INTO REGISTERED SHARES
PROPOSAL #9.: RESOLUTION ON A CAPITAL INCREASE FROM ISSUER NO N/A N/A
COMPANY RESERVES, A SPLIT OF THE COMPANY'S SHARE
CAPITAL, AND THE CORRESPONDENT AMENDMENTS TO THE
ARTICLE OF ASSOCIATION A) THE SHARE CAPITAL OF EUR
1,734,200,000 SHALL BE INCREASED BY EUR 266,800,000 TO
EUR 2,001,000,000 THROUGH THE CONVERSION OF CAPITAL
RESERVES OF EUR 266,800,000 WITHOUT THE ISSUE OF NEW
SHARES B) THE COMPANY'S SHARE CAPITAL OF THEN EUR
2,001,000,000 SHALL BE REDENOMINATED BY WAY OF A 3-
FOR-1 STOCK SPLIT INTO 2,001,000,000 REGISTERED SHARES
WITH A THEORETICAL PAR VALUE OF EUR 1 EACH THE
REMUNERATION OF THE SUPERVISORY BOARD SHALL BE
ADJUSTED IN RESPECT OF THE VARIABLE REMUNERATION
PROPOSAL #10.: AMENDMENTS TO THE ARTICLE OF ISSUER NO N/A N/A
ASSOCIATION AS FOLLOWS: A) RESOLUTION ON AN AMENDMENT
TO THE ARTICLE OF ASSOCIATION, IN ACCORDANCE WITH THE
NEW TRANSPARENCY DIRECTIVE IMPLEMENTATION LAW SECTION
23(2), REGISTER THE COMPANY BEING AUTHORIZED TO
TRANSMIT INFORMATION TO SHAREHOLDERS BY ELECTRONIC
MEANS B) SECTIONS 15(2)2 AND 15(3)2, REGISTERED
MEMBERS OF THE NOMINEE COMMITTEE BEING EXEMPTED FROM
THE ADDITIONAL REMUNERATION C) SECTION 19(1), REGISTER
THE CHAIRMAN OF THE SUPERVISORY BOARD OR ANOTHER
MEMBER OF THE SUPERVISORY BOARD APPOINTED BY THE
CHAIRMAN BEING THE CHAIRMAN OF THE SHAREHOLDERS MEETING
PROPOSAL #11.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY FUEN FZEHNTE VERWALTUNGS GMBH, EFFECTIVE
RETROACTIVELY FROM 01 JAN 2008 UNTIL AT LEAST 31 DEC
2012
PROPOSAL #12.: APPROVAL OF THE CONTROL AND PROFIT ISSUER NO N/A N/A
TRANSFER AGREEMENT WITH THE COMPANY'S WHOLLY-OWNED
SUBSIDIARY SECH ZEHNTE VERWALTUNGS GMBH, EFFECTIVE
RETROACTIVELY FROM 01 JAN 2008 UNTIL AT LEAST 31 DEC
2012 ENTITLED TO VOTE ARE THOSE SHAREHOLDERS OF RECORD
ON 09 APR 2008, WHO PROVIDE WRITTEN EVIDENCE OF SUCH
HOLDING AND WHO REGISTER WITH THE COMPANY ON OR BEFORE
23 APR 2008
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EAST JAPAN RAILWAY COMPANY
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.17: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.18: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.19: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.20: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.21: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.22: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.23: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.24: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.25: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
PROPOSAL #5.: SHAREHOLDERS PROPOSAL : PARTIAL ISSUER YES AGAINST FOR
AMENDMENT TO THE ARTICLES OF INCORPORATION (1)
PROPOSAL #6.: SHAREHOLDERS PROPOSAL : REMEDY OF LABOR ISSUER YES AGAINST FOR
POLICIES
PROPOSAL #7.: SHAREHOLDERS PROPOSAL : PARTIAL ISSUER YES FOR AGAINST
AMENDMENT TO THE ARTICLES OF INCORPORATION (2)
PROPOSAL #8.: SHAREHOLDERS PROPOSAL : PARTIAL ISSUER YES AGAINST FOR
AMENDMENT TO THE ARTICLES OF INCORPORATION (3)
PROPOSAL #9.: SHAREHOLDERS PROPOSAL : PARTIAL ISSUER YES AGAINST FOR
AMENDMENT TO THE ARTICLES OF INCORPORATION (4)
PROPOSAL #10.1: SHAREHOLDERS PROPOSAL : DISMISSAL OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #10.2: SHAREHOLDERS PROPOSAL : DISMISSAL OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #10.3: SHAREHOLDERS PROPOSAL : DISMISSAL OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #10.4: SHAREHOLDERS PROPOSAL : DISMISSAL OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #10.5: SHAREHOLDERS PROPOSAL : DISMISSAL OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #11.1: SHAREHOLDERS PROPOSAL : ELECTION OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #11.2: SHAREHOLDERS PROPOSAL : ELECTION OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #11.3: SHAREHOLDERS PROPOSAL : ELECTION OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #11.4: SHAREHOLDERS PROPOSAL : ELECTION OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #11.5: SHAREHOLDERS PROPOSAL : ELECTION OF ISSUER YES AGAINST FOR
DIRECTOR
PROPOSAL #12.: SHAREHOLDERS PROPOSAL : REDUCTION OF ISSUER YES AGAINST FOR
REMUNERATIONS TO DIRECTORS AND CORPORATE AUDITORS
PROPOSAL #13.: SHAREHOLDERS PROPOSAL : PROPOSAL FOR ISSUER YES AGAINST FOR
APPROPRIATION OF RETAINED EARNINGS (1)
PROPOSAL #14.: SHAREHOLDERS PROPOSAL : PROPOSAL FOR ISSUER YES AGAINST FOR
APPROPRIATION OF RETAINED EARNINGS (2)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EASTMAN CHEMICAL COMPANY
TICKER: EMN CUSIP: 277432100
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: MICHAEL P. CONNORS ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: J. BRIAN FERGUSON ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: HOWARD L. LANCE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
PROPOSAL #03: STOCKHOLDER PROPOSAL REQUESTING THAT SHAREHOLDER YES AGAINST FOR
MANAGEMENT REVISE EMPLOYMENT NONDISCRIMINATION POLICY
TO PROHIBIT DISCRIMINATION BASED ON SEXUAL
ORIENTATION AND GENDER IDENTITY.
PROPOSAL #04: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES FOR AGAINST
BOARD OF DIRECTORS TAKE STEPS NECESSARY TO ELECT EACH
DIRECTOR ANNUALLY.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EASTMAN KODAK COMPANY
TICKER: EK CUSIP: 277461109
MEETING DATE: 5/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD S. BRADDOCK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL J. HAWLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS R. LEBDA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBRA L. LEE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DELANO E. LEWIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM G. PARRETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ANTONIO M. PEREZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HECTOR DE J. RUIZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS F. STRIGL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL #03: SHAREHOLDER PROPOSAL ON MAJORITY VOTING SHAREHOLDER YES AGAINST FOR
REQUIREMENTS FOR DIRECTOR NOMINEES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EATON CORPORATION
TICKER: ETN CUSIP: 278058102
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: NED C. LAUTENBACH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. MILLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY R. PAGE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTOR A. PELSON ISSUER YES FOR FOR
PROPOSAL #02: APPROVE THE PROPOSED INCREASE IN THE ISSUER YES AGAINST AGAINST
AUTHORIZED NUMBER OF COMMON SHARES
PROPOSAL #03: APPROVE THE PROPOSAL TO ADOPT MAJORITY ISSUER YES FOR FOR
VOTING IN DIRECTOR ELECTIONS
PROPOSAL #04: APPROVE THE PROPOSAL TO AUTHORIZE THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO AMEND THE AMENDED REGULATIONS
PROPOSAL #05: APPROVE THE PROPOSED 2008 STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #06: APPROVE THE PROPOSED SENIOR EXECUTIVE ISSUER YES FOR FOR
INCENTIVE COMPENSATION PLAN
PROPOSAL #07: APPROVE THE PROPOSED EXECUTIVE STRATEGIC ISSUER YES FOR FOR
INCENTIVE PLAN
PROPOSAL #08: RATIFY THE APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS INDEPENDENT AUDITOR FOR 2008
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EBAY INC.
TICKER: EBAY CUSIP: 278642103
MEETING DATE: 6/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: FRED D. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: EDWARD W. BARNHOLT ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: SCOTT D. COOK ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: JOHN J. DONAHOE ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF OUR 2008 EQUITY INCENTIVE ISSUER YES FOR FOR
AWARD PLAN.
PROPOSAL #03: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS
FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELECTRICITE DE FRANCE EDF
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2007 AS
PRESENTED, STOPS THE EARNING FOR THE FY TO EUR
4,934,332,855.58; THE EXPENSES AND CHARGES THAT WERE
NOT TAX-DEDUCTIBLE OF EUR 1,022,463.00
PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FYE 31
DEC 2007, IN THE FORM PRESENTED TO THE MEETING
PROPOSAL #3.: APPROVE THE DISTRIBUTABLE INCOME OF EUR ISSUER YES FOR FOR
9,166,587,240.25 OF THE FY WILL BE APPROPRIATED AS
FOLLOWS: DIVIDENDS: EUR 2,332,378,995.20 THE BALANCE
IN THE RETAINED EARNINGS ACCOUNT; THE SHAREHOLDERS
MEETING REMINDS THAT AN INTERIM DIVIDEND OF EUR 0.58,
WHICH CORRESPONDS TO A GLOBAL AMOUNT OF EUR
1,056,859,232.20 WAS ALREADY PAID ON 30 NOV 2007; THE
REMAINING DIVIDEND OF EUR 0.70, WHICH CORRESPONDS TO A
GLOBAL AMOUNT OF EUR 1,275,519,763.00 WILL BE PAID IN
THE 30 DAYS FOLLOWING THE GENERAL SHAREHOLDERS
MEETING, AND WILL ENTITLE NATURAL PERSONS TO THE 50%
ALLOWANCE; 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; AS REQUIRED BY-LAW, IT IS
REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID,
WERE AS FOLLOWS: EUR 0.23 FOR FY 2004 EUR 0.79 FOR FY
2005 EUR 1.16 FOR FY 2006
PROPOSAL #4.: APPROVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE, THE SAID REPORT AND THE
AGREEMENTS REFERRED TO THEREIN
PROPOSAL #5.: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR 174,000.00 TO THE BOARD OF DIRECTORS FOR THE
CURRENT FY AND THE LATER FY, UNTIL NEW DECISION OF THE
SHAREHOLDER'S MEETING
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES AGAINST AGAINST
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 100.00 MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARES CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 2,000,000,000.00;
THE SHARES NUMBER ACQUIRED BY THE COMPANY WITH THE AIM
OF THEIR CUSTODY AND OF THEIR LATER DELIVERY IN
PAYMENT OR IN EXCHANGE IN THE CASE OF AN OPERATION OF
MERGER, DEMERGER OR CONTRIBUTION SHOULD NOT EXCEED 5%
OF THE SHARE CAPITAL; THIS AUTHORIZATION IS GIVEN FOR
A PERIOD 18 MONTHS PERIOD; AND THE FRACTION UNUSED OF
THE AUTHORIZATION GRANTED BY THE COMBINED SHAREHOLDERS
MEETING OF 24 MAY 2007 IN ITS RESOLUTION NO. 7; AND
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
PROPOSAL #7.: APPROVE THE TRANSACTION WITH MR. DANIEL ISSUER YES FOR FOR
CAMUS
PROPOSAL #8.: APPOINT MR. BRUNO LAFONT AS A DIRECTOR ISSUER YES FOR FOR
AS A SUBSTITUTE OF LOUIS SCHWEITZER, WHO RESIGNED
PROPOSAL #9.: APPROVE THE POWER OF FORMALITIES ISSUER YES FOR FOR
PROPOSAL #A.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: APPROVE THE APPROPRIATION OF THE INCOME AND
SETTING THE DIVIDEND; AN INTERIMENTS DIVIDEND HAS
BEEN PAID ON 30 NOV 2007; THE BALANCE DIVIDEND WILL BE
PAID WITHIN 30 DAYS AFTER THE GENERAL MEETING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELECTROLUX AB, STOCKHOLM
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. MARCUS WALLENBERG AS A ISSUER YES FOR FOR
CHAIRMAN OF THE AGM
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #4.: ELECT 2 MINUTES-CHECKERS ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE TO DETERMINE WHETHER THE MEETING ISSUER YES FOR FOR
HAS BEEN PROPERLY CONVENED
PROPOSAL #6.: RECEIVE THE ANNUAL REPORT AND THE AUDIT ISSUER YES FOR FOR
REPORT AS WELL AS THE CONSOLIDATED ACCOUNTS AND THE
AUDIT REPORT FOR THE GROUP
PROPOSAL #7.: SPEECH BY THE PRESIDENT, MR. HANS ISSUER YES FOR FOR
STRABERG
PROPOSAL #8.: APPROVE THE ACTIVITIES OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND ITS COMMITTEES DURING THE PAST YEAR AND
THE AUDITOR'S PRESENTATION OF THE AUDIT WORK DURING
2007
PROPOSAL #9.: ADOPT THE INCOME STATEMENT AND THE ISSUER YES FOR FOR
BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #10.: GRANT DISCHARGE FROM LIABILITY OF THE ISSUER YES FOR FOR
DIRECTORS AND THE PRESIDENT
PROPOSAL #11.: APPROVE A DIVIDEND FOR THE FY 2007 OF ISSUER YES FOR FOR
SEK 4.25 PER SHARE AND FRIDAY, 04 APR 2008, AS RECORD
DATE FOR THE DIVIDEND
PROPOSAL #12.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
DIRECTORS AT 9 AND NO DEPUTY DIRECTORS, INCONNECTION
THEREWITH, REPORT ON THE WORK OF THE NOMINATION
COMMITTEE
PROPOSAL #13.: APPROVE THE DIRECTORS FEES AS FOLLOWS: ISSUER YES FOR FOR
SEK 1,600,000 TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS, SEK 550,000 TO THE DEPUTY CHAIRMAN OF THE
BOARD OF DIRECTORS, SEK 475,000 TO EACH OF THE OTHER
DIRECTORS APPOINTED BY THE GENERAL MEETING BUT NOT
EMPLOYED BY ELECTROLUX, AND FOR COMMITTEE WORK, TO THE
MEMBERS WHO ARE APPOINTED BY THE BOARD OF DIRECTORS:
SEK 200,000 TO THE CHAIRMAN OF THE AUDIT COMMITTEE AND
SEK 85,000 TO EACH OF THE MEMBERS OF THE COMMITTEE
AND SEK 120,000 TO THE CHAIRMAN OF THE REMUNERATION
COMMITTEE AND SEK 55,000 TO EACH OF THE MEMBERS OF
COMMITTEE; THE NOMINATION COMMITTEE PROPOSES THAT IT
BE POSSIBLE TO PAY PART OF THE FEES TO THE DIRECTORS,
IN RESPECT OF THEIR ASSIGNMENT TO THE BOARD OF
DIRECTORS, IN THE FORM OF SO-CALLED SYNTHETIC SHARES,
ON THE SPECIFIED PRINCIPAL TERMS AND CONDITIONS; THE
AUDITOR'S FEE BE PAID ON THE APPROVED ACCOUNT
PROPOSAL #14.: RE-ELECT MESSRS. MARCUS WALLENBERG, ISSUER YES FOR FOR
PEGGY BRUZELIUS, TORBEN BALLEGAARD SORENSEN, JOHN
LUPO, BARBARA MILIAN THORALFSSON, JOHAN MOLIN, HANS
STRABERG, AND CAROLINE SUNDEWALL TO THE BOARD OF
DIRECTORS AND ELECT MR. HASSE JOHANSSON AS A NEW
DIRECTOR AND MR. MARCUS WALLENBERG AS THE CHAIRMAN OF
THE BOARD OF DIRECTORS
PROPOSAL #15.: APPROVE THE UNCHANGED NOMINATION ISSUER YES FOR FOR
COMMITTEE PROCESS IN RELATION TO THE PREVIOUS YEAR, ON
THE SPECIFIED TERMS
PROPOSAL #16.A: APPROVE THE SPECIFIED REMUNERATION ISSUER YES FOR FOR
GUIDELINES FOR THE ELECTROLUX GROUP MANAGEMENT
PROPOSAL #16.B: APPROVE TO IMPLEMENT A PERFORMACE ISSUER YES FOR FOR
BASED, LONG-TERM SHARE PROGRAM FOR 2008 & Acirc; SHARE PROGRAM
2008& eth; ON THE SPECIFIED TERMS
PROPOSAL #17.A: AUTHORIZE THE BOARD FOR THE PERIOD ISSUER YES FOR FOR
UNTIL THE NEXT AGM, TO RESOLVE ON ACQUISITIONS OF
ELECTROLUX SHARES ON THE SPECIFIED TERMS AND CONDITIONS
PROPOSAL #17.B: AUTHORIZE THE BOARD, FOR THE PERIOD ISSUER YES FOR FOR
UNTIL THE NEXT AGM, TO RESOLVE ON TRANSFERS OF
ELECTROLUX SHARES IN CONNECTION WITH OR AS A
CONSEQUENCE OF THE COMPANY ACQUISITIONS ON THE
SPECIFIED TERMS AND CONDITIONS
PROPOSAL #17.C: AUTHORIZE THE COMPANY, ON ACCOUNT OF ISSUER YES AGAINST AGAINST
THE COMPANY'S EMPLOYEE STOCK OPTION PROGRAMS FOR 2001-
2003 AND PERFORMANCE SHARE PROGRAM FOR 2006, TO
TRANSFER A MAXIMUM OF 3,000,000 SHARES OF SERIES B IN
THE COMPANY TO COVER COSTS, INCLUDING SOCIAL SECURITY
CHARGES, THAT MAY ARISE A RESULT OF SPECIFIED
PROGRAMS; & Acirc; AUTHORITY EXPIRES AT THE NEXT AGM& eth;
PROPOSAL #18.: AMEND THE ARTICLES 5 AND 7 OF THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #19.: CLOSING OF THE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EMBARQ CORPORATION
TICKER: EQ CUSIP: 29078E105
MEETING DATE: 5/1/2008 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: RICHARD A. GEPHARDT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS A. GERKE 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
OUR 2008 FISCAL YEAR.
PROPOSAL #03: TO APPROVE THE EMBARQ CORPORATION 2008 ISSUER YES FOR FOR
EQUITY INCENTIVE PLAN.
PROPOSAL #04: TO APPROVE THE EMBARQ CORPORATION 2008 ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL #05: TO APPROVE THE MATERIAL TERMS OF ISSUER YES FOR FOR
PERFORMANCE GOALS FOR QUALIFIED PERFORMANCE-BASED
COMPENSATION.
PROPOSAL #06: TO CONSIDER A SHAREHOLDER PROPOSAL, IF SHAREHOLDER YES AGAINST FOR
PROPERLY PRESENTED, SEEKING TO REQUIRE AN ADVISORY
VOTE ON COMPENSATION.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENCANA CORP MEDIUM TERM NTS CDS-
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RALPH S. CUNNINGHAM AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.2: ELECT MR. PATRICK D. DANIEL AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.3: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. RANDALL K. ERESMAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.5: ELECT MR. CLAIRE S. FARLEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. MICHAEL A. GRANDIN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.7: ELECT MR. BARRY W. HARRISON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.8: ELECT MR. DALE A. LUCAS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. VALERIE A.A. NIELSEN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.10: ELECT MR. DAVID P. O BRIEN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.11: ELECT MR. JANE L. PEVERETT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.12: ELECT MR. ALLAN P. SAWIN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT MR. JAMES M. STANFORD AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.14: ELECT MR. WAYNE G. THOMSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.15: ELECT MR. CLAYTON H. WOITAS AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT THE PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS THE AUDITORS AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION
PROPOSAL #3.: AMEND THE STOCK OPTION PLAN ISSUER YES FOR FOR
PROPOSAL #4.: RECEIVE THE REPORT ON ESTABLISHING A ISSUER YES AGAINST AGAINST
STRATEGY FOR INCORPORATING COSTS OF CARBON INTO LONG-
TERM PLANNING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENDURANCE SPECIALTY HOLDINGS LTD.
TICKER: ENH CUSIP: G30397106
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: W. BOLINDER@ 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: R. SPASS@ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. CARLSEN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. CASH** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K. LESTRANGE** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A. BARLOW# 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: 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: A. BARLOW+ 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: 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 LTD. AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2008 AND TO
AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE
AUDIT COMMITTEE, TO SET THE FEES FOR ERNST & YOUNG LTD.
PROPOSAL #03: TO ADOPT THE COMPANY'S AMENDED AND ISSUER YES FOR FOR
RESTATED BYE-LAWS
PROPOSAL #04: TO AMEND THE COMPANY'S 2007 EQUITY ISSUER YES FOR FOR
INCENTIVE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENEL SOCIETA PER AZIONI
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007, BOARD OF DIRECTORS AND AUDITORS, INDEPENDENT
AUDITORS REPORT, ANY ADJOURNMENT THEREOF,
CONSOLIDATED FINANCIAL STATEMENT AT 31 DEC 2007
PROPOSAL #O.2: APPROVE THE DESIGNATION OF PROFITS ISSUER NO N/A N/A
PROPOSAL #O.3: APPROVE THE NUMBER OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #O.4: APPROVE THE TERM OF AN OFFICE OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS
PROPOSAL #O.5: APPOINT THE DIRECTORS ISSUER NO N/A N/A
PROPOSAL #O.6: APPOINT THE CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #O.7: APPROVE THE EMOLUMENTS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #O.8: APPROVE THE EMOLUMENTS OF THE ISSUER NO N/A N/A
INDEPENDENT AUDITORS
PROPOSAL #O.9: APPROVE THE STOCK OPTION PLAN ISSUER NO N/A N/A
PROPOSAL #O.10: APPROVE THE INVENTIVE BONUS SCHEME ISSUER NO N/A N/A
PROPOSAL #E.1: APPROVE THE BOARD OF DIRECTORS ISSUER NO N/A N/A
CONCERNING THE CAPITAL INCREASE APPROVAL FOR THE STOCK
OPTION PLAN 2008, ANY ADJOURNMENT THEREOF, AND AMEND
THE ARTICLE 5 OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI S P A
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007 OF THE SUBSIDIARY AGIPFUEL, BOARD OF
DIRECTORS, OF AUDITORS AND AUDIT FIRM REPORT,
ALLOCATION OF PROFIT
PROPOSAL #2.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007 OF THE SUBSIDIARY PRAOIL-OLEODOTTI ITALIANI,
BOARD OF DIRECTORS, OF AUDITORS AND AUDIT FIRM REPORT,
ALLOCATION OF PROFIT
PROPOSAL #3.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007, BOARD OF DIRECTORS, OF AUDITORS AND AUDIT
FIRM REPORT
PROPOSAL #4.: APPROVE THE ALLOCATION OF PROFIT ISSUER NO N/A N/A
PROPOSAL #5.: AUTHORIZE THE BUY BACK OWN SHARES ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI S P A
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS COMPONENTS
PROPOSAL #2.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TERM
PROPOSAL #3.: APPOINT THE BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #4.: APPOINT THE BOARD OF DIRECTORS CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #5.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND CHAIRMAN EMOLUMENTS
PROPOSAL #6.: APPOINT THE BOARD OF AUDITORS ISSUER NO N/A N/A
PROPOSAL #7.: APPOINT THE BOARD OF AUDITORS CHAIRMAN ISSUER NO N/A N/A
PROPOSAL #8.: APPROVE TO DETERMINE THE REGULAR ISSUER NO N/A N/A
AUDITORS AND CHAIRMAN EMOLUMENTS
PROPOSAL #9.: APPROVE THE EMOLUMENTS OF THE NATIONAL ISSUER NO N/A N/A
AUDIT OFFICE MAGISTRATE APPOINTED AS DELEGATE TO THE
FINANCIAL CONTROL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: N/A
MEETING DATE: 2/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE YE 29 SEP 2007 TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITORS REPORT THEREON
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 3.0P PER ISSUER YES FOR FOR
ORDINARY SHARE
PROPOSAL #3.: RE-APPOINT MR. P. M. BROOKS AS A ISSUER YES FOR FOR
DIRECTOR, PURSUANT TO THE COMBINED CODE PROVISION A.7.2
PROPOSAL #4.: RE-APPOINT MR. R. C. EIMERS AS A ISSUER YES FOR FOR
DIRECTOR, IN ACCORDANCE WITH ARTICLE 98 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY, WHO RETIRES IN
ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #5.: RE-APPOINT MR. J. J. ROSS AS A DIRECTOR ISSUER YES FOR FOR
IN ACCORDANCE WITH ARTICLE 98 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH ARTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
PROPOSAL #6.: RE-APPOINT MR. W. D. WRENCH AS A ISSUER YES FOR FOR
DIRECTOR IN ACCORDANCE WITH ARTICLE 98 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY, WHO RETIRES IN
ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
PROPOSAL #7.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY FOR THE FYE 27 SEP 2008
PROPOSAL #8.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS
PROPOSAL #9.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION ISSUER YES FOR FOR
FOR THE AUTHORITY GIVEN TO THEM AT THE AGM ON 08 FEB
2007 & Acirc; BUT WITHOUT PREJUDICE TO ANY PREVIOUS ALLOTMENTS
UNDER SUCH SUBSTITUTED AUTHORITY& eth; AND IN ACCORDANCE
WITH SECTION 80 OF THE COMPANIES ACT 1985 & Acirc; THE 1985
ACT & eth; , TO ALLOT RELEVANT SECURITIES & Acirc; SECTION 80(2) OF
THE 1985 ACT& eth; UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
12,283,307; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD
IN 2009 OR 15 MONTHS& eth; ; 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, SUBJECT TO ISSUER YES FOR FOR
THE PASSING OF RESOLUTION 9, PURSUANT TO SECTION 95 OF
THE 1985 ACT, TO ALLOT EQUITY SECURITIES & Acirc; SECTION
94(2) OF THE 1985 ACT& eth; OF THE COMPANY FOR CASH
PURSUANT TO THE GENERAL AUTHORITY CONFERRED BY
RESOLUTION 9 AND SELL RELEVANT SHARES & Acirc; SECTION 94(5)
OF THE 1985 ACT& eth; HELD BY THE COMPANY AS TREASURY
SHARES & Acirc; SECTION 94(3) OF THE 1985 ACT& eth; FOR CASH
& Acirc; SECTION 162D(2) OF THE 1985 ACT& eth; , DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS & Acirc; SECTION 89(1) OF THE
1985 ACT& eth; , 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
1,842,496; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD
IN 2009 OR 15 MONTHS& eth; ; 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.11: AUTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 166 OF THE 1985 ACT, TO MAKE ONE OR MORE
MARKET PURCHASES & Acirc; SECTION 163(3) OF THE 1985 ACT& eth; OF
UP TO 36,849,923 ORDINARY SHARES & Acirc; 10% OF THE ISSUED
ORDINARY SHARE CAPITAL& eth; OF 10P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE EQUAL TO ITS NOMINAL
VALUE WHICH AMOUNT SHALL BE EXCLUSIVE OF EXPENSES AND
UP 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, OVER THE
PREVIOUS 5 BUSINESS DAYS; & Acirc; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY TO BE HELD IN 2009 OR 15 MONTHS& eth; ; 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.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 29 SEP 2007
PROPOSAL #13.: APPROVE THE AMENDMENTS TO THE ENODIS ISSUER YES FOR FOR
PLC PERFORMANCE SHARE PLAN & Acirc; THE PSP & eth; , AS SPECIFIED;
AUTHORIZE THE DIRECTOR TO DO ALL SUCH ACTS AND THINGS
AS THEY CONSIDER NECESSARY OR EXPEDIENT TO CARRY THE
AMENDMENTS INTO EFFECT AND TO VOTE AND BE COUNTED IN
THE QUORUM, ON ANY MATTER CONNECTED WITH THE PSP,
NOTWITHSTANDING THAT THEY MAY BE INTERESTED IN THE
SAME & Acirc; EXCEPT THAT NO DIRECTOR MAY BE COUNTED IN A
QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION& eth;
PROPOSAL #S.14: APPROVE THE AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION OF THE COMPANY, AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENTERPRISE INNS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND THE ISSUER YES FOR FOR
AUDITED ACCOUNTS FOR THE YE 30 SEP 2007AND THE
AUDITORS REPORT ON THE ACCOUNTS
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT FOR THE YE 30 SEP 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 10.4 PENCE ISSUER YES FOR FOR
PER ORDINARY SHARE OF THE COMPANY FOR THE YE 30 SEP
2007, WHICH SHALL BE PAYABLE TO SHAREHOLDERS WHO ARE
ON THE REGISTER OF THE MEMBERS AS AT THE CLOSE OF
BUSINESS ON 28 DEC 2007
PROPOSAL #4.: RE-APPOINT MR. G.E. TUPPEN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-APPOINT MR. DAVID C. GEORGE AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: RE-APPOINT MR. A. JO STEWART AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.: RE-APPOINT MRS. SUSAN E. MURRAY AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY, UNTIL THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR FOR
ERNST AND YOUNG LLP'S REMUNERATION AS THE AUDITORS OF
THE COMPANY
PROPOSAL #10.: AUTHORIZE THE DIRECTORS, & Acirc; IN ISSUER YES FOR FOR
SUBSTITUTION FOR ALL SUBSISTING AUTHORITIES TO THE
EXTENT UNUSED& eth; TO ALLOT RELEVANT SECURITIES & Acirc; WITHIN
THE MEANING OF SECTION 80(2) OF THE COMPANIES ACT
1985& eth; UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
4,232,721.98; & Acirc; AUTHORITY EXPIRE THE EARLIER OF THE 15
MONTHS AFTER THE DATE OF THE PASSING OF THIS
RESOLUTION OR AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2009& eth; ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES IN PURSUANCE OF SUCH OFFER OR AGREEMENT AS
IF THE AUTHORITY CONFERRED BY THIS RESOLUTION HAD NOT
EXPIRED
PROPOSAL #S.11: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR FOR
THE PASSING OF THE RESOLUTION 10, PURSUANT TO SECTION
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES & Acirc; AS DEFINED IN SECTION 94(2) OF THAT ACT& eth;
FOR CASH PURSUANT TO THE GENERAL AUTHORITY CONFERRED
ON THEM BY RESOLUTION 10 AND/OR TO SELL EQUITY
SECURITIES HELD AS TREASURY SHARES FOR CASH PURSUANT
TO SECTION 162D OF THAT ACT, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS & Acirc; SECTION 89(1) OF THE ACT& eth; ,
PROVIDED THAT THIS POWER SHALL BE LIMITED; A) ANY SUCH
ALLOTMENT AND/OR SALE OR EQUITY SECURITIES 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 THE
ORDINARY SHARES, AS SPECIFIED; B) AN AGGREGATE NOMINAL
VALUE, OR IN CASE OF OTHER EQUITY SECURITIES, GIVING
THE RIGHT TO SUBSCRIBE FOR OR CONVERT INTO RELEVANT
SHARES HAVING AN AGGREGATE NOMINAL VALUE, NOT
EXCEEDING IN AGGREGATE THE SUM OF GBP 697,471.78;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE 15 MONTHS AFTER
THE DATE OF THE PASSING OF THIS RESOLUTION OR AT THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009& eth; ; AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
PROPOSAL #S.12: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES & Acirc; AS DEFINED IN SECTION 163(3)OF THE
COMPANIES ACT 1985& eth; OF 76,145,817 ORDINARY SHARES OF 2
PENCE EACH PROVIDED THAT THE MINIMUM PRICE PER
ORDINARY SHARE THAT MAY BE PAID FOR ANY SUCH SHARE
& Acirc; EXCLUDING EXPENSES& eth; IS 2 PENCE AND THE MAXIMUM PRICE
& Acirc; EXCLUSIVE OF EXPENSES& eth; WHICH MAY BE PAID FOR EACH
ORDINARY SHARE SHALL NOT BE MORE THAN THE HIGHER OF
105% OF THE AVERAGE OF THE MARKET VALUES OF SUCH
ORDINARY SHARES AS DERIVED FROM THE DAILY OFFICIAL
LIST OF THE LONDON STOCK EXCHANGE& eth; FOR THE 5 BUSINESS
DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH THE
PURCHASE IS MADE; AND THAT STIPULATED BY ARTICLE 5(1)
OF THE BUY-BACK AND STABILIZATION REGULATION & Acirc; EC
2273/2003& eth; ; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE 15
MONTHS AFTER THE DATE OF THE PASSING OF THIS
RESOLUTION OR AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2009& eth; ; AND THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
PROPOSAL #S.13: APPROVE AND ADOPT THE NEW ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR, AND TO
THE EXCLUSION OF, THE EXISTING ARTICLES OF
ASSOCIATION, WITH EFFECT FROM THE CONCLUSION OF THE
2008 AGM
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EREGLI DEMIR VE CELIK FABRIKALARI TURK ANONIM SIRKETI, ZONGULDAK
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/31/2008 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.: RATIFY THE BALANCE SHEET AND PROFIT & ISSUER NO N/A N/A
LOSS STATEMENT OF YEAR 2007, ON THE PROPOSAL
CONCERNING THE DISTRIBUTION OF PROFITS
PROPOSAL #5.: AMEND THE RELATED ARTICLES OF THE ISSUER NO N/A N/A
ARTICLES OF ASSOCIATION IN ORDER TO INCREASE THE
AUTHORIZED CAPITAL IN LINE WITH THE PERMISSION TO BE
GIVEN BY CAPITAL MARKET BOARD
PROPOSAL #6.: RATIFY THE MID-TERM ELECTION FOR THE ISSUER NO N/A N/A
VACATED BOARD MEMBERSHIP
PROPOSAL #7.: GRANT DISCHARGE TO THE BOARD MEMBERS AND ISSUER NO N/A N/A
THE AUDITORS
PROPOSAL #8.: APPROVE TO DETERMINE THE REMUNERATION ISSUER NO N/A N/A
FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE
AUDITORS
PROPOSAL #9.: ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #10.: ELECT THE AUDITORS ISSUER NO N/A N/A
PROPOSAL #11.: RATIFY THE INDEPENDENT AUDITING COMPANY ISSUER NO N/A N/A
ELECTION
PROPOSAL #12.: 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 #13.: APPROVE TO GIVE INFORMATION ABOUT THE ISSUER NO N/A N/A
DONATIONS GIVEN ACROSS THE YEAR
PROPOSAL #14.: WISHES AND SUGGESTIONS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ERICSSON L M TEL CO
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ELECT MR. MICHAEL TRESCHOW AS A CHAIRMAN ISSUER YES FOR FOR
OF MEETING
PROPOSAL #2.: APPROVE THE LIST OF SHAREHOLDERS ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AGENDA OF THE MEETING ISSUER YES FOR FOR
PROPOSAL #4.: ACKNOWLEDGE THE PROPER CONVENING OF THE ISSUER YES FOR FOR
MEETING
PROPOSAL #5.: APPROVE TO DESIGNATE THE INSPECTOR& Acirc; S& eth; OF ISSUER YES FOR FOR
THE MINUTES OF THE MEETING
PROPOSAL #6.: RECEIVE THE FINANCIAL STATEMENTS AND THE ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #7.: RECEIVE THE BOARD AND COMMITTEE REPORTS ISSUER YES FOR FOR
PROPOSAL #8.: RECEIVE THE PRESIDENT'S REPORT, AND ISSUER YES FOR FOR
ALLOW QUESTIONS
PROPOSAL #9.a: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
THE STATUTORY REPORTS
PROPOSAL #9.b: GRANT DISCHARGE TO THE BOARD AND ISSUER YES FOR FOR
PRESIDENT
PROPOSAL #9.c: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF SEK 0.50 PER SHARE
PROPOSAL #10.a: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
MEMBERS & Acirc; 10& eth; AND THE DEPUTY MEMBERS & Acirc; 0& eth; OFTHE BOARD
PROPOSAL #10.b: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
DIRECTORS IN THE AMOUNT OF SEK 3.8 MILLION FOR
CHAIRMAN AND SEK 750,000 FOR OTHER DIRECTORS
& Acirc; INCLUDING POSSIBILITY TO RECEIVE PART OF REMUNERATION
IN PHANTOM SHARES& eth; , THE REMUNERATION OF THE COMMITTEE
MEMBERS
PROPOSAL #10.c: RE-ELECT MESSRS. MICHAEL TRESCHOW ISSUER YES FOR FOR
& Acirc; CHAIRMAN& eth; , PETER BONFIELD, BOERJE EKHOLM, ULF
JOHANSSON, SVERKER MARTIN-LOEF, NANCY MCKINSTRY,
ANDERS NYREN, CARL-HENRIC SVANBERG, AND MARCUS
WALLENBERG AS THE DIRECTORS; ELECT MR. ROXANNE AUSTIN
AS A NEW DIRECTOR
PROPOSAL #10.d: AUTHORIZE AT LEAST 5 PERSONS WHEREOF ISSUER YES FOR FOR
REPRESENTATIVES OF 4 OF COMPANY'S LARGEST SHAREHOLDERS
TO SERVE ON NOMINATING COMMITTEE
PROPOSAL #10.e: APPROVE THE OMISSION OF REMUNERATION ISSUER YES FOR FOR
OF NOMINATING COMMITTEE MEMBERS
PROPOSAL #10.f: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
AUDITORS
PROPOSAL #11.: APPROVE 1:5 REVERSE STOCK SPLIT ISSUER YES FOR FOR
PROPOSAL #12.: APPROVE THE REMUNERATION POLICY AND ISSUER YES FOR FOR
OTHER TERMS OF EMPLOYMENT FOR THE EXECUTIVE MANAGEMENT
PROPOSAL #13.1: APPROVE THE RE-ISSUANCE OF 17 MILLION ISSUER YES FOR FOR
REPURCHASED CLASS B SHARES FOR THE 2007LONG-TERM
INCENTIVE PLAN
PROPOSAL #13.2: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 13.1
PROPOSAL #14.1a: APPROVE THE 2008 SHARE MATCHING PLAN ISSUER YES FOR FOR
FOR ALL EMPLOYEES
PROPOSAL #14.1b: GRANT AUTHORITY FOR THE RE-ISSUANCE ISSUER YES FOR FOR
OF 47.7 MILLION REPURCHASED CLASS B SHARES FOR 2008
SHARE MATCHING PLAN FOR ALL EMPLOYEES
PROPOSAL #14.1c: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 14.1B
PROPOSAL #14.2a: APPROVE THE 2008 SHARE MATCHING PLAN ISSUER YES FOR FOR
FOR KEY CONTRIBUTORS
PROPOSAL #14.2b: GRANT AUTHORITY FOR THE RE-ISSUANCE ISSUER YES FOR FOR
OF 33.6 MILLION REPURCHASED CLASS B SHARES FOR 2008
SHARE MATCHING PLAN FOR KEY CONTRIBUTORS
PROPOSAL #14.2c: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 14.2B
PROPOSAL #14.3a: APPROVE THE 2008 RESTRICTED STOCK ISSUER YES FOR FOR
PLAN FOR EXECUTIVES
PROPOSAL #14.3b: GRANT AUTHORITY FOR THE RE-ISSUANCE ISSUER YES FOR FOR
OF 18.2 MILLION REPURCHASED CLASS B SHARES FOR 2008
RESTRICTED STOCK PLAN FOR EXECUTIVES
PROPOSAL #14.3c: APPROVE THE SWAP AGREEMENT WITH 3RD ISSUER YES AGAINST AGAINST
PARTY AS ALTERNATIVE TO THE ITEM 14.3B
PROPOSAL #15.: GRANT AUTHORITY FOR THE RE-ISSUANCE OF ISSUER YES FOR FOR
72.2 MILLION REPURCHASED CLASS B SHARES TO COVER
SOCIAL COSTS IN CONNECTION WITH 2001 GLOBAL STOCK
INCENTIVE PROGRAM, 2003 STOCK PURCHASE PLAN, AND 2004,
2005, 2006, AND 2007 LONG-TERM INCENTIVE PLANS
PROPOSAL #16.: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST FOR
SHAREHOLDER'S PROPOSAL: APPROVE TO PROVIDE ALL SHARES
WITH EQUAL VOTING RIGHTS
PROPOSAL #17.: CLOSE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, WIEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORTS, REPORTS OF ISSUER NO N/A N/A
THE MANAGING BOARD AND SUPERVISORY BOARD FOR 2007
PROPOSAL #2.: APPROVE TO ALLOCATE THE NET INCOME ISSUER NO N/A N/A
PROPOSAL #3.: APPROVE THE ACTIONS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND SUPERVISORY BOARD FOR THE FY 2007
PROPOSAL #4.: APPROVE THE REMUNERATION OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD
PROPOSAL #5.: ELECT THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #6.: APPOINT AN ADDITIONAL AUDITOR AND GROUP ISSUER NO N/A N/A
AUDITOR FOR THE FY 2009 IN ADDITION TO THE SAVINGS
BANKS AUDITORS ASSOCIATION & Acirc; SPARKASSEN-
PRUEFUNGSVERBAND& eth; AS THE STATUTORY AUDITOR
PROPOSAL #7.: APPROVE THE ACQUISITION BY ERSTE BANK OF ISSUER NO N/A N/A
OWN SHARES FOR THE PURPOSE OF SECURITIES TRADING
PROPOSAL #8.: GRANT AUTHORITY FOR THE ACQUISITION OF ISSUER NO N/A N/A
OWN SHARES FOR NO DESIGNATED PURPOSE SUBJECT TO THE
EXCLUSION OF TRADING IN OWN SHARES AS PURPOSE OF THE
ACQUISITION. AND THE AUTHORIZATION TO DIVEST ACQUIRED
SHARES AS CONSIDERATION FOR THE FINANCING OF THE
ACQUISITION OF COMPANIES, IN ONE OR MORE CORPORATIONS
DOMESTICALLY OR ABROAD, HENCE OTHER THAN BY SALE VIA
THE STOCK EXCHANGE OR VIA A PUBLIC OFFERING AND BY
ANALOGOUS APPLICATION OF THE PROVISIONS CONCERNING THE
EXCLUSION OF SUBSCRIPTION RIGHTS
PROPOSAL #9.a: RECEIVE THE DE-MERGER AND ACQUISITION ISSUER NO N/A N/A
AGREEMENT DATED 26 MAR 2008 BY THE MANAGEMENT BOARD
PROPOSAL #9.b: APPROVE THE PROPORTIONATE DE-MERGER BY ISSUER NO N/A N/A
ACQUISITION PURSUANT TO SECTION 1 PARAGRAPH 2 NO 2 IN
CONNECTION WITH SECTION 8 PARAGRAPH 1 OF THE AUSTRIAN
DE-MERGER ACT 2 (SPALTUNGSGESETZ; SPALTG) PURSUANT TO
THE DE-MERGER AND ACQUISITION AGREEMENT DATED 26 MAR
2008 AS FILED WITH THE VIENNA COMPANIES REGISTER ON
THE BASIS OF THE FINAL BALANCE SHEET OF ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN AG OF 31 DEC 2007, AS
SPECIFIED
PROPOSAL #9.c: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER NO N/A N/A
SPECIFIED
PROPOSAL #10.: APPROVE A NEW STOCK OPTION PROGRAM FOR ISSUER NO N/A N/A
MANAGEMENT BOARD MEMBERS, EXECUTIVES AND KEY STAFF OF
ERSTE BANK GROUP & Acirc; MSOP 2008& eth;
PROPOSAL #11.: APPROVE THE CHANGES IN THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ESPRIT HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND CONSIDER THE AUDITED ISSUER YES FOR FOR
CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF
THE DIRECTORS AND AUDITORS OF THE GROUP FOR THE YE 30
JUN 2007
PROPOSAL #2.: APPROVE A FINAL DIVIDEND OF HKD 1.00 PER ISSUER YES FOR FOR
SHARE FOR THE YE 30 JUN 2007
PROPOSAL #3.: APPROVE A SPECIAL DIVIDEND OF HKD 1.48 ISSUER YES FOR FOR
PER SHARE FOR THE YE 30 JUN 2007
PROPOSAL #4.1: RE-ELECT MR. JOHN POON CHO MING AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.2: RE-ELECT MR. JEROME SQUIRE GRIFFITH AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.3: RE-ELECT MR. ALEXANDER REID HAMILTON AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #4.4: AUTHORIZE THE DIRECTORS TO FIX THEIR ISSUER YES FOR FOR
REMUNERATION
PROPOSAL #5.: RE-APPOINT MESSRS. ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AS AUDITORS AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #6.: AUTHORIZE THE DIRECTORS TO PURCHASE ISSUER YES FOR FOR
SHARES NOT EXCEEDING 10 % OF THE ISSUED SHARE CAPITAL
OF THE COMPANY
PROPOSAL #7.: AUTHORIZE THE DIRECTORS, SUBJECT TO ISSUER YES FOR FOR
RESTRICTION ON DISCOUNT AND RESTRICTION ON REFRESHMENT
AS STATED IN THE SPECIFIED CIRCULAR, TO ISSUE, ALLOT
AND DEAL WITH ADDITIONAL SHARES UP TO A MAXIMUM OF 5 %
OF THE ISSUED SHARE CAPITAL OF THE COMPANY, SAVE IN
THE CASE OF AN ALLOTMENT FOR THE PURPOSE OF AN
ACQUISITION OR WHERE THE CONSIDERATION FOR SUCH
ALLOTMENT IS OTHERWISE THAN WHOLLY IN CASH, UP TO A
MAXIMUM OF 10 % OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AS AT THE DATE OF PASSING OF THIS RESOLUTION
PROPOSAL #8.: APPROVE TO EXTEND THE GENERAL MANDATE ISSUER YES FOR FOR
GRANTED TO THE DIRECTORS TO ISSUE SHARES IN RESOLUTION
7 BY THE NUMBER OF SHARES REPURCHASED UNDER
RESOLUTION 6
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION S A - DELHAIZE GROUP
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #o.1: RECIVE THE MANAGEMENT REPORT OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS FOR THE FYE 31 DEC 2007
PROPOSAL #o.2: RECEIVE THE REPORT OF THE STATUTORY ISSUER NO N/A N/A
AUDITOR ON THE FYE 31 DEC 2007
PROPOSAL #o.3: COMMUNICATION OF THE CONSOLIDATED ISSUER NO N/A N/A
ANNUAL ACCOUNTS OF 31 DEC 2007
PROPOSAL #o.4: APPROVE THE NON-CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS OF 31 DEC 2007 INCLUDING THE ALLOCATION OF
PROFITS, AND THE DISTRIBUTION OF A GROSS DIVIDEND OF
EUR 1.44 PER SHARE
PROPOSAL #o.5: APPROVE THE DISCHARGE OF LIABILITY OF ISSUER NO N/A N/A
PERSONS WHO SERVED AS DIRECTORS OF THE COMPANY DURING
THE FYE 31 DEC 2007
PROPOSAL #o.6: APPROVE THE DISCHARGE OF LIABILITY OF ISSUER NO N/A N/A
THE STATUTORY AUDITOR OF THE COMPANY FOR THE FYE 31
DEC 2007
PROPOSAL #o.7.1: APPROVE TO RENEW THE MANDATE OF COUNT ISSUER NO N/A N/A
ARNOUD DE PRET ROOSE DE CALESBERG AS A DIRECTOR FOR A
PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF THE
OGM TAHT WILL BE REQUESTED TO APPROVE THE ANNUAL
ACCOUNTING RELATING TO THE FY 2010
PROPOSAL #O.7.2: APPROVE THE RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
JACQUES DE VAUCLEROY AS A DIRECTOR FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL
BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING
TO THE YE 2010
PROPOSAL #O.7.3: APPROVE THE RENEW THE MANDATE OF MR. ISSUER NO N/A N/A
HUGH FARRINGTON AS A DIRECTOR FOR A PERIOD OF 3 YEARS
THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL BE
REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2010
PROPOSAL #O.7.4: APPROVE TO RENEW THE MANDATE OF BARON ISSUER NO N/A N/A
LUC VANSTEENKISTE AS A DIRECTOR FOR A PERIOD OF 3
YEARS THAT WILL EXPIRE AT THE END OF THE OGM THAT WILL
BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING
TO THE FY 2010
PROPOSAL #O.7.5: APPOINT MR. FRANCOIS CORNELIS AS A ISSUER NO N/A N/A
DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT
THE END OF THE OGM THAT WILL BE REQUESTED TO APPROVE
THE ANNUAL ACCOUNTS RELATING TO THE FY 2010
PROPOSAL #o.8.1: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
ACKNOWLEDGE THAT COUNT ARNAUD DE PRET ROOSE DE
CALESBERG, WHOSE MANDATE TO RENEW UNTIL THE END OF THE
OGM THAT WILL BE REQUESTED TO APPROVE THE ANNUAL
ACCOUNTS RELATING TO THE FY 2010, SATISFIES THE
REQUIREMENTS OF INDEPENDENCE SET FORTH BY THE BELGIAN
COMPANY CODE FOR THE ASSESSMENT OF INDEPENDENCE OF
DIRECTORS, AND APPROVE TO RENEW HIS MANDATE AS A
INDEPENDENT DIRECTOR PURSUANT TO THE CRITERIA OF THE
BELGIAN COMPANY CODE
PROPOSAL #o.8.2: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
ACKNOWLEDGE THAT MR. JACQUES DE VAOCLEROY, WHOSE
MANDATE TO RENEW UNTIL THE END OF THE OGM THAT WILL BE
REQUESTED TO APPROVE THE ANNUAL ACCOUNTS RELATING TO
THE FY 2010, SATISFIES THE REQUIREMENTS OF
INDEPENDENCE SET FORTH BY THE BELGIAN COMPANY CODE FOR
THE ASSESSMENT OF INDEPENDENCE OF DIRECTORS AND
APPROVE TO RENEW HIS MANDATE AS INDEPENDENT DIRECTOR
PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #o.8.3: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
ACKNOWLEDGE THAT MR. HUGH FARRINGTON, WHOSE MANDATE IS
PROPOSED TO BE RENEWED UNTIL THE END OF THE OGM THAT
WILL BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS
RELATING TO THE FY 201 0, SATISFIES THE REQUIREMENTS
OF INDEPENDENCE SET FORTH BY THE BELGIAN COMPANY CODE
FOR THE ASSESSMENT OF INDEPENDENCE OF A DIRECTORS, AND
APPROVE TO RENEW HIS MANDATE AS INDEPENDENT DIRECTOR
PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #o.8.4: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER NO N/A N/A
ACKNOWLEDGE THAT MR. BARON LUC VANSTEENKISLE, WHOSE
MANDATE IS TO RENEWED UNTIL THE END OF THE OGM THAT
WILL BE REQUESTED TO APPROVE THE ANNUAL ACCOUNTS
RELATING TO THE FY 20 I 0, SATISFIES THE REQUIREMENTS
OF INDEPENDENCE SET FORTH BY THE BELGIAN COMPANY CODE
FOR THE ASSESSMENT OF INDEPENDENCE AS A DIRECTORS, AND
APPROVE TO RENEW HIS MANDATE AS INDEPENDENT DIRECTOR
PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY CODE
PROPOSAL #o.8.5: AUTHORIZE THE BOARD OF DIRECTORS, MR. ISSUER NO N/A N/A
FRANCOIS CORNELIS, WHOSE APPOINTMENT AS A DIRECTOR IS
UNTIL THE END OF THE OGM THAT WILL BE REQUESTED TO
APPROVE THE ANNUAL ACCOUNTS RELATING TO THE FY 2010
SATISFIES THE REQUIREMENTS OF INDEPENDENCE SET FORTH
BY THE BELGIAN COMPANY CODE FOR THE ASSESSMENT OF
INDEPENDENCE OF A DIRECTORS AND APPOINT THE
INDEPENDENT DIRECTOR PURSUANT TO THE CRITERIA OF THE
BELGIAN COMPANY CODE
PROPOSAL #o.9: APPROVE TO RENEW THE MANDATE OF ISSUER NO N/A N/A
DELOITTE BEDRIJFSREVISOREN REVISEURS D ENTREPRISES
S.C. S.F.D. S.C.R.L., AVENUE LOUISE 240, 1050
BRUSSELS, BELGIUM AS STATUTORY AUDITOR, REPRESENTED BY
MR. PHILIP MACYAERT, AUDITOR OR, IN THE EVENT OF
INABILITY OF THE LATTER, BY ANY OTHER PARTNER OF THE
STATUTORY AUDITOR AGREED UPON BY DELHAIZE GROUP SA,
FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF
THE OGM THAT WILL BE REQUESTED TO APPROVE THE ANNUAL
ACCOUNTS RELATING TO THE FY 2010, AND APPROVE THE
YEARLY AUDIT FEES OF THE STATUTORY AUDITOR AMOUNTING
TO EUR 690,880
PROPOSAL #o.10: APPROVE, PURSUANT TO ARTICLE 556 OF ISSUER NO N/A N/A
THE BELGIAN COMPANY CODE, THE CHANGE IN CONTROL
CLAUSE SET OUT IN THE USD 500,000,000 5-YEAR REVOLVING
CREDIT FACILITY DATED 21 MAY 2007 ENTERED INTO
DELHAIZE GROUP SA, DELHAIZE AMERICA, INC., JP MORGAN
CHASE BANK, N.A., AND THE LENDERS UNDER SUCH CREDIT
FACILITY, AS SUCH CLAUSE IS USED IN, AND FOR THE
PURPOSE OF. THE EVENT OF DEFAULT DESCRIBED IN SUCH
CREDIT FACILITY
PROPOSAL #o.11: APPROVE, PURSUANT TO ARTICLE 556 OF ISSUER NO N/A N/A
THE BELGIAN COMPANY CODE, AND AUTHORIZE PROVISION
GRANTING TO THE HOLDERS OF THE BONDS, CONVERTIBLE
BONDS OR MEDIUM-TERM NOTES THAT THE COMPANY MAY ISSUE
WITHIN THE 12 MONTHS FOLLOWING THE ORDINARY
SHAREHOLDERS MEETING OF MAY 2008, IN ONE OR SEVERAL
OFFERINGS AND TRANCHES, DENOMINATED EITHER US DOLLARS
OR IN EUROS, WITH A MATURITY NOT EXCEEDING 30 YEARS,
FOR A MAXIMUM AGGREGATE AMOUNT OF EUR 1.5 BILLION, THE
RIGHT TO OBTAIN THE REDEMPTION OR THE RIGHT TO
REQUIRE THE REPURCHASE, OF SUCH BONDS OR NOTES FOR AN
AMOUNT NOT IN EXCESS OF 101% OF THE OUTSTANDING
PRINCIPAL AMOUNT PLUS ACCRUED AND UNPAID INTEREST OF
SUCH BONDS OR NOTES IN THE EVENT OF A CHANGE OF
CONTROL THE COMPANY, AS WOULD BE PROVIDED IN THE TERMS
AND CONDITIONS RELATING TO SUCH BONDS AND/OR NOTES.
ANY SUCH BOND OR NOTE ISSUED WOULD BE DISCLOSED
THROUGH A PRESS RELEASE, WHICH WOULD APPLICABLE TO
CHANGE OF CONTROL PROVISION AND MENTION THE TOTAL
AMOUNT OF BONDS AND NOTES ALREADY ISSUED BY THE
COMPANY THAT ARE SUBJECT TO A CHANGE OF CONTROL
PROVISION APPROVED UNDER THIS RESOLUTION
PROPOSAL #e.12: APPROVE TO REPLACE THE FOURTH INDENT ISSUER NO N/A N/A
OF ARTICLE 10 OF THE ARTICLES OF ASSOCIATION, ON 22
MAY 2008, THE EGM MEETING AUTHORIZED THE BOARD OF
DIRECTORS TO ACQUIRE UP TO 10% OF OUTSTANDING SHARES
OF THE COMPANY AT MINIMUM UNIT PRICE (EUR I) AND AT A
MAXIMUM UNIT PRICE NOT HIGHER THAN 20% ABOVE THE
HIGHEST CLOSING STOCK MARKET PRICE OF THE COMPANY'S
SHARES ON EURO NEXT BRUSSELS DURING THE 20 TRADING
DAYS PRECEDING SUCH ACQUISITION, AND & Acirc; AUTHORITY
EXPIRES AT THE END OF 18 MONTH PERIOD AS FROM THE DATE
OF THE EGM ON 22 MAY 2008& eth; AND EXTENDS TO THE
ACQUISITION OF SHARES OF COMPANY BY ITS DIRECT
SUBSIDIARIES, AS SUCH SUBSIDIARIES ARE DEFINED BY
LEGAL PROVISIONS ON ACQUISITION OF SHARES OF ,THE
PARENT COMPANY BY ITS SUBSIDIARIES
PROPOSAL #e.13: APPROVE TO ADD THE INDENT AFTER THE ISSUER NO N/A N/A
3RD INDENT OF ARTICLE 12 OF THE ARTICLES OF
ASSOCIATION AS SPECIFIED
PROPOSAL #e14.1: APPROVE TO ADD THE 2 INDENTS AFTER ISSUER NO N/A N/A
THE 3RD INDENT OF ARTICLE 13 OF THE ARTICLES OF
ASSOCIATION; THE SECOND INDENT AS SPECIFIED BEING IN
REPLACEMENT OF THE CURRENT FOURTH INDENT OF ARTICLE 13
PROPOSAL #e14.2: APPROVE TO ADD A NEW ARTICLE 48 TO ISSUER NO N/A N/A
THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #e.15: AMEND THE ARTICLE 37, 4TH INDENT OF ISSUER NO N/A N/A
THE ARTICLES OF ASSOCIATION TO REPLACE THE 4TH INDENT
OF ARTICLE 37 OF THE ARTICLES OF ASSOCIATION AS
SPECIFIED
PROPOSAL #e.16: APPROVE THE EGM TO GRANT THE POWERS TO ISSUER NO N/A N/A
THE BOARD OF DIRECTORS, WITH THE POWER TO SUB
DELEGATE, TO IMPLEMENT THE DECISIONS TAKEN BY THE
ORDINARY AND EGM, TO COORDINATE THE TEXT OF THE
ARTICLES OF ASSOCIATION AS A RESULT OF THE
ABOVEMENTIONED AMENDMENTS, AND TO CARRY OUT ALL
NECESSARY OR USEFUL FORMALITIES TO THAT EFFECT AND IN
ADDITION, TO REMOVE FROM TIME TO TIME FROM THE
ARTICLES OF ASSOCIATION OF THE COMPANY ANY PROVISION
SUBJECT TO A TIME LIMITATION WHICH HAS EXPIRED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EUROCASTLE INVESTMENTS LTD, GUERNSEY
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE PROFIT AND LOSS ISSUER YES FOR FOR
ACCOUNT AND BALANCE SHEET OF THE COMPANY AND THE
REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON FOR
THE YE 31 DEC 2007
PROPOSAL #2.: RE-ELECT DR. UDO SCHEFFEL AND DR. SIMON ISSUER YES AGAINST AGAINST
J THORNTON AS THE DIRECTORS
PROPOSAL #3.: RE-APPOINT ERNST & YOUNG LLP, AS THE ISSUER YES FOR FOR
AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE
CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
PROPOSAL #4.: AUTHORIZE THE COMPANY FOR THE PURPOSES ISSUER YES AGAINST AGAINST
OF THE COMPANIES & Acirc; PURCHASE OF OWN SHARES& eth; ORDINANCE
1998& Acirc; THE ORDINANCE& eth; TO MAKE MARKET PURCHASES & Acirc; WITH
THE MEANING OF SECTION 5 OF THAT ORDINANCE & eth; OF
ORDINARY SHARES OF NO PAR VALUE IN THE CAPITAL OF THE
COMPANY& eth; EACH, AT A MINIMUM PRICE OF EUR 0.01 PER
ORDINARY SHARE THE MAXIMUM NUMBER OF ORDINARY SHARES
AUTHORIZED TO BE PURCHASED SHALL BE 19,178,290 OF THE
COMPANY'S ISSUED ORDINARY SHARES CAPITAL AND UP TO 95%
OF THE NET ASSET VALUE PER SHARE, AS SPECIFIED;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE AGM OF THE COMPANY OR THE DATE FALLING 18 MONTHS
FROM THE PASSING OF THESE RESOLUTIONS& eth; ; AND THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PROPOSAL #S.5: AMEND THE ARTICLE 2(11), 2(12), 15(1), ISSUER YES FOR FOR
16(3) AND (4), 16(10), 34(1), 34(3), 34(12) OF THE
ARTICLE OF ASSOCIATION OF THE COMPANY AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EVRAZ GROUP SA, LUXEMBOURG
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPROVE THE REPORT OF THE STATUTORY ISSUER YES FOR FOR
AUDITOR AND THE EXTERNAL AUDITOR AND OF THE BOARD OF
DIRECTORS ON THE STAND ALONE ACCOUNTS OF THE COMPANY
AS PER 31 DEC 2007
PROPOSAL #1.2: APPROVE THE STAND-ALONE ACCOUNT AUDITED ISSUER YES FOR FOR
BY THE EXTERNAL AUDITOR OF THE COMPANY AS PER 31 DEC
2007
PROPOSAL #2.: APPROVE TO ALLOCATE THE RESULTS FOR THE ISSUER YES FOR FOR
PERIOD ENDING ON 31 DEC 2007 AS FOLLOWS: A& eth; IN ORDER
TO COMPLY WITH APPLICABLE LAWS, THE COMPANY WILL
PROCURE ALLOCATION OF 5% OF NET PROFIT TO THE LEGAL
RESERVE UNTIL SUCH LEGAL RESERVE REACH 10% OF THE
SHARE CAPITAL; B& eth; TO DISTRIBUTE ANNUAL DIVIDENDS TO
THE HOLDERS OF RECORD OF SHARES IN THE SHARE REGISTER
OF THE COMPANY AS OF 14 MAY 2008 IN PROPORTION TO
THEIR PARTICIPATION IN THE SHARE CAPITAL OF THE
COMPANY, PROVIDED THAT THE DIVIDEND PER 1 GDR SHALL BE
EURO EQUIVALENT OF USD 1.40 AND DIVIDEND PER 1 SHARE
IN THE COMPANY SHALL BE EURO EQUIVALENT OF USD 4.20;
C) THE DIVIDENDS SHALL BE PAID TO THE SHAREHOLDERS OF
RECORD AS OF 14 MAY 2008 BY 15 JUL 2008 AT THE LATEST,
PAYMENT OF THE DIVIDENDS TO THE GDRS HOLDERS SHALL BE
MADE IN ACCORDANCE WITH THE TERMS OF BUSINESS AND
PRACTICE OF BANK OF NEW YORK ACTING AS CUSTODIAN
PROPOSAL #3.1: APPROVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND OF THE EXTERNAL AUDITOR ON THE
CONSOLIDATED ACCOUNTS AS PER 31 DEC 2007
PROPOSAL #3.2: APPROVE THE CONSOLIDATED ACCOUNTS ISSUER YES FOR FOR
AUDITED BY THE EXTERNAL AUDITOR FOR THE YEAR ENDING 31
DEC 2007
PROPOSAL #4.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS OF THE COMPANY, TO THE STATUTORY
AUDITOR AND TO THE EXTERNAL AUDITOR FOR THE EXECUTION
OF THEIR MANDATE PERFORMED UNTIL 31 DEC 2007
PROPOSAL #5.: AMEND THE ARTICLES OF ASSOCIATION OF THE ISSUER YES FOR FOR
COMPANY IN ORDER TO INCREASE THE NUMBER OF DIRECTORS
OF THE COMPANY FROM 9 TO 10 PERSONS STARTING FROM 15
MAY 2008 AND THE FIRST PARAGRAPH OF ARTICLE 6 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY AS SPECIFIED
PROPOSAL #6.1.a: ELECT MESSRS. ALEXANDER ABRAMOV, ISSUER YES FOR FOR
OTARI ARSHBA, GENNADY BOGOLYUBOV, JAMES W. CAMPBELL,
PHILIPPE DELAUNOIS, ALEXANDER FROLOV, OLGA
POKROVSKAYA, TERRY J. ROBINSON, EUGENE SHVIDLER,
EUGENE TENENBAUM, AS THE DIRECTORS FOR A PERIND ENDING
IMMEDIATELY AFTER THE APPROVAL OF THE ANNUAL ACCOUNTS
OF THE COMPANY COVERING THE PERIOD 01 JAN-31 DEC 2008
AS SPECIFIED
PROPOSAL #6.1.b: ELECT MS. ALEXANDRA TRUNOVA, AS THE ISSUER YES FOR FOR
STATUTORY AUDITOR OF THE COMPANY UNTIL APPROVAL OF THE
ANNUAL ACCOUNTS OF THE COMPANY COVERING THE PERIOD OF
01 JAN TO 31 DEC 2008
PROPOSAL #6.1.c: ELECT ERNST & YOUNG, AS THE EXTERNAL ISSUER YES FOR FOR
AUDITOR OF THE COMPANY UNTIL THE APPROVAL OF THE
ANNUAL ACCOUNTS OF THE COMPANY COVERING THE PERIOD OF
01 JAN-31 DEC 2008
PROPOSAL #6.2: APPROVE TO DETERMINE THE LEVEL OF ISSUER YES FOR FOR
REMUNERATION OF ALL DIRECTORS OF THE COMPANY & Acirc; WITH
EXCEPTION FOR MR. OTARI ARSHBA& eth; TO BE FIXED FOR ALL
MANAGEMENT SERVICES RENDERED IN RESPECT OF EACH FY AND
BEING A FLAT ANNUAL FEE OF USD 150,000, PAYABLE BY
MONTHLY INSTALLMENTS OF USD 12,500 PAYABLE ON THE 25TH
DAY OF EACH CALENDAR MONTH, IN ADDITION TO THE
AFOREMENTIONED, ANY DIRECTOR MAY GET AN ADDITIONAL
COMPENSATION FOR & Acirc; A& eth; SERVING AS A CHAIRMAN ON 1 OR
MORE OF THE BOARD COMMITTEES CREATED AND/OR TO BE
CREATED BY THE BOARD OF DIRECTORS PURSUANT TO THE
ARTICLES OF ASSOCIATIONS OF THE COMPANY, IN SUCH CASE,
SUCH DIRECTOR WILL BE GRANTED A FEE PAYABLE BY THE
COMPANY TOGETHER WITH THE ANNUAL FEES IN THE AMOUNT OF
USD 50,000, PAYABLE IN MONTHLY INSTALLMENTS OF USD
4,166.66; AND & Acirc; B& eth; PARTICIPATING AS MEMBER OF THE BOARD
COMMITTEES FOR THE FEE OF USD 24,000, PAYABLE IN
MONTHLY INSTALLMENTS OF USD 2,000; FOR THE AVOIDANCE
OF DOUBT, THE FEES PAYABLE FOR THE CHAIRMANSHIP OF THE
COMMITTEE SHALL EXCLUDE THE RIGHT TO CLAIM THE
PAYMENT OF THE FEE FOR MEMBERSHIP, AND EVEN WHEN
ELECTED AS CHAIRMAN OF MORE THAN ONE COMMITTEE, SUCH
DIRECTOR SHALL BE ELIGIBLE FOR GETTING THE FEES FOR 1
CHAIRMANSHIP ONLY, THE FEES ABOVE REPRESENT THE
MAXIMUM FEE OF THE DIRECTORS AND CAN BE DECREASED
PURSUANT TO A RESPECTIVE DECISION OF THE BOARD OF
DIRECTORS OF THE COMPANY, IN ADDITION, THE BOARD OF
DIRECTORS MAY MODIFY THE MECHANICS OF PAYMENT OF THE
REMUNERATION OF DIRECTORS
PROPOSAL #6.3: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES AGAINST AGAINST
OF MR. ALEXANDER V. FROLOV & Acirc; AS THE CHAIRMAN OF THE
BOARD OF DIRECTORS AND AS CHIEF EXECUTIVE OFFICER,
SUBJECT TO HIS ELECTION BY THE BOARD OF DIRECTORS AT
THE MEETING IMMEDIATELY FOLLOWING THE AGM& eth; CONSISTING
OF THE FOLLOWING: & Acirc; I& eth; THE DIRECTORS FEE AS STATED IN
PARAGRAPH 7.2 ABOVE PLUS ANY APPLICABLE FEES FOR
PARTICIPATION IN THE WORK OF THE BOARD COMMITTEES; AND
& Acirc; II& eth; A BONUS & Acirc; WHICH THE COMPANY IS IN NO OBLIGATION
TO PAY AND IF THE COMPANY SHALL PAY A BONUS IN ANY 1
YEAR, THIS SHALL NOT GIVE RISE TO A CONTRACTUAL
ENTITLEMENT TO A BONUS IN FUTURE YEARS& eth; SUBJECT TO THE
DISCRETION OF THE REMUNERATION COMMITTEE OF THE
COMPANY AND BY THE BOARD OF DIRECTORS OF THE COMPANY,
THE BONUS CONTEMPLATED IS SUBJECT TO THE ACHIEVEMENT
OF A PERFORMANCE CONDITION BASED ON THE TARGET VALUE
FIGURES SET OUT BY THE BOARD OF DIRECTORS FOR THE
CHAIRMAN OF THE BOARD AS TO THE KEY PERFORMANCE
INDICATORS
PROPOSAL #6.4: AUTHORIZE THE CHAIRMAN OF THE BOARD OF ISSUER YES FOR FOR
THE COMPANY TO SIGN THE MANAGEMENT SERVICE AGREEMENTS
& Acirc; INCLUDING ANY AMENDMENTS AND MODIFICATIONS THERETO& eth;
WITH MR. JAMES CAMPBELL, MR. PHILIPPE DELAUNOIS AND
MR. TERRY J. ROBINSON & Acirc; AS INDEPENDENT DIRECTORS OF THE
COMPANY& eth;
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXCEL MARITIME CARRIERS LTD.
TICKER: EXM CUSIP: V3267N107
MEETING DATE: 10/16/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: TO RATIFY AND APPROVE THE AMENDMENT TO ISSUER YES AGAINST AGAINST
ARTICLE FIFTH OF THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION, INCREASING FROM 49,000,000
TO 100,000,000 THE NUMBER OF AUTHORIZED SHARES OF THE
COMPANY'S CLASS A COMMON STOCK.
ELECTION OF DIRECTOR: GABRIEL PANAYOTIDES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER GEORGAKIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE AGADAKIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TREVOR WILLIAMS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRITHJOF S. PLATOU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EVANGELOS MACRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: APOSTOLOS KONTOYANNIS ISSUER YES FOR FOR
PROPOSAL #03: TO RATIFY AND APPROVE THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXCEL MARITIME CARRIERS LTD.
TICKER: EXM CUSIP: V3267N107
MEETING DATE: 4/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSAL TO RATIFY AND APPROVE THE ISSUER YES FOR FOR
AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF
INCORPORATION TO ADD A NEW ARTICLE TWELFTH PROVIDING
THAT, FOR A PERIOD ENDING ONE YEAR AFTER THE CLOSING
DATE OF THE PROPOSED MERGER BETWEEN THE COMPANY AND
QUINTANA MARITIME LIMITED, THE BOARD OF DIRECTORS OF
THE COMPANY WILL CONSIST OF SEVEN OR EIGHT DIRECTORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXXON MOBIL CORPORATION
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: L.R. FAULKNER 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: R.C. KING 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: R.W. TILLERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E.E. WHITACRE, JR. ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
(PAGE 47)
PROPOSAL #03: SHAREHOLDER PROPOSALS PROHIBITED (PAGE SHAREHOLDER YES AGAINST FOR
49)
PROPOSAL #04: DIRECTOR NOMINEE QUALIFICATIONS (PAGE 49) SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: BOARD CHAIRMAN AND CEO (PAGE 50) SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: SHAREHOLDER RETURN POLICY (PAGE 52) SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SHAREHOLDER ADVISORY VOTE ON EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION (PAGE 53)
PROPOSAL #08: EXECUTIVE COMPENSATION REPORT (PAGE 55) SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: INCENTIVE PAY RECOUPMENT (PAGE 57) SHAREHOLDER YES AGAINST FOR
PROPOSAL #10: CORPORATE SPONSORSHIPS REPORT (PAGE 58) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #11: POLITICAL CONTRIBUTIONS REPORT (PAGE 60) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #12: AMENDMENT OF EEO POLICY (PAGE 61) SHAREHOLDER YES FOR AGAINST
PROPOSAL #13: COMMUNITY ENVIRONMENTAL IMPACT (PAGE 63) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #14: ANWR DRILLING REPORT (PAGE 65) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #15: GREENHOUSE GAS EMISSIONS GOALS (PAGE 66) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #16: CO2 INFORMATION AT THE PUMP (PAGE 68) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #17: CLIMATE CHANGE AND TECHNOLOGY REPORT SHAREHOLDER YES ABSTAIN AGAINST
(PAGE 69)
PROPOSAL #18: ENERGY TECHNOLOGY REPORT (PAGE 70) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #19: RENEWABLE ENERGY POLICY (PAGE 71) SHAREHOLDER YES ABSTAIN AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAMILYMART CO.,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR FOR
ALLOWANCE FOR RETIRING DIRECTOR
PROPOSAL #5.: APPROVE POLICY REGARDING LARGE-SCALE ISSUER YES AGAINST AGAINST
PURCHASES OF COMPANY SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FANNIE MAE
TICKER: FNM CUSIP: 313586109
MEETING DATE: 12/14/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: STEPHEN B. ASHLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS R. BERESFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LOUIS J. FREEH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRENDA J. GAINES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KAREN N. HORN, PH.D. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIDGET A. MACASKILL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL H. MUDD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE RAHL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN C. SITES, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREG C. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. PATRICK SWYGERT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN K. WULFF ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2007.
PROPOSAL #03: PROPOSAL TO APPROVE AN AMENDMENT TO THE ISSUER YES FOR FOR
FANNIE MAE STOCK COMPENSATION PLAN OF 2003.
PROPOSAL #04: PROPOSAL TO REQUIRE SHAREHOLDER ADVISORY SHAREHOLDER YES AGAINST FOR
VOTE ON EXECUTIVE COMPENSATION.
PROPOSAL #05: PROPOSAL TO AUTHORIZE CUMULATIVE VOTING. SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FANNIE MAE
TICKER: FNM CUSIP: 313586109
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: STEPHEN B. ASHLEY ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: DENNIS R. BERESFORD ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: LOUIS J. FREEH ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: BRENDA J. GAINES ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: KAREN N. HORN, ISSUER YES FOR FOR
PH.D.
PROPOSAL #1F: ELECTION OF DIRECTOR: BRIDGET A. ISSUER YES FOR FOR
MACASKILL
PROPOSAL #1G: ELECTION OF DIRECTOR: DANIEL H. MUDD ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: LESLIE RAHL ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: JOHN C. SITES, JR. ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: GREG C. SMITH ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: H. PATRICK SWYGERT ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: JOHN K. WULFF ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008.
PROPOSAL #03: PROPOSAL TO AUTHORIZE CUMULATIVE VOTING. SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FEDERAL HOME LOAN MORTGAGE CORPORATION
TICKER: FRE CUSIP: 313400301
MEETING DATE: 6/6/2008 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: JEROME P. KENNEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM M. LEWIS, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NICOLAS P. RETSINAS 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 2008.
PROPOSAL #03: APPROVAL OF AMENDED AND RESTATED 2004 ISSUER YES FOR FOR
STOCK COMPENSATION PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIAT S P A
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007 AND PROFIT ALLOCATION
PROPOSAL #2.: APPOINT THE DIRECTORS EX ARTICLE 2386 ISSUER NO N/A N/A
CIVIL CODE, AJOURNMENT THEREOF
PROPOSAL #3.: GRANT AUTHORITY TO BUY AND SELL OWN ISSUER NO N/A N/A
SHARES, AJOURNMENT THEREOF
PROPOSAL #4.: APPROVE THE INCENTIVE PLAN ACCORDING TO ISSUER NO N/A N/A
ARTICLE 114 BIS DL 58/98 AJOURNMENT THEREOF
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIDELITY NATIONAL FINANCIAL, INC.
TICKER: FNF CUSIP: 31620R105
MEETING DATE: 5/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM P. FOLEY, II ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS K. AMMERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS M. HAGERTY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER O. SHEA, JR. 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 2008 FISCAL YEAR.
PROPOSAL #03: TO APPROVE THE FIDELITY NATIONAL ISSUER YES FOR FOR
FINANCIAL, INC. AMENDED AND RESTATED 2005 OMNIBUS
INCENTIVE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FINMECCANICA SPA, ROMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 1/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE INTEGRATION OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS
PROPOSAL #2.: GRANT AUTHORITY TO REPURCHASE AND ISSUER NO N/A N/A
DISPOSE OWN SHARES & Acirc; BUY-BACK& eth; , INHERENT AND CONSEQUENT
DELIBERATIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FINMECCANICA SPA, ROMA
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ISSUER NO N/A N/A
ENDED 31 DECEMBER 2007; REPORTS OF THE BOARD OF
DIRECTORS, BOARD OF STATUTORY AUDITORS AND INDEPENDENT
AUDITORS; RELATED RESOLUTIONS.
PROPOSAL #2.: DESIGNATION OF THE NUMBER OF MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS.
PROPOSAL #3.: DESIGNATION OF THE TERM OF OFFICE OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS.
PROPOSAL #4.1: LIST PRESENTED BY MEDIOBANCA, ISSUER NO N/A N/A
REPRESENTING 1.002% OF FINMECCANICA STOCK CAPITAL WITH
VOTING RIGHT: 1 PIERGIORGIO ALBERTI; 2 RICHARD GRECO;
3 MAURIZIO DE TILLA; 4 ANDREA BOLTHO.
PROPOSAL #4.2: LIST PRESENTED BY MINISTRY OF ECONOMY ISSUER NO N/A N/A
AND TREASURY HOLDING 33.7% OF FINMECCANICA STOCK
CAPITAL WITH VOTING RIGHT: 1.MR. PIER FRANCESCO
GUARGUAGLINI (CHAIRMAN); 2. MR. FRANCO BONFERRONI; 3.
MR. DARIO GALLI; 4. MR. FRANCESCO PARLATO; 5. MR.
NICOLA SQUILLACE; 6. MR. RICCARDO VARALDO; 7. MR.
GUIDO VENTURONI.
PROPOSAL #5.: APPOINTMENT OF THE CHAIRMAN OF THE BOARD ISSUER NO N/A N/A
OF DIRECTORS.
PROPOSAL #6.: INDICATION OF THE EMOLUMENTS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST CHOICE HOLIDAYS
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE SCHEME OF ARRANGEMENT DATED ISSUER YES FOR N/A
29 JUN 2007 & Acirc; THE SCHEME& eth; TO BE MADE BETWEEN THE
COMPANY AND HOLDERS OF THE SCHEME SHARES & Acirc; AS
SPECIFIED& eth; ; OR WITH OR SUBJECT TO ANY MODIFICATION,
ADDITION OR CONDITION & Acirc; INCLUDING, WITHOUT LIMITATION,
ANY MODIFICATION OR ADDITION WHICH REPRESENTS AN
IMPROVEMENT IN THE VALUE AND/OR TERMS OF THE MERGER TO
HOLDERS OF SCHEME SHARES& eth; APPROVED OR IMPOSED BY THE
COURT; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
TAKE ALL SUCH ACTION ON BEHALF OF THE COMPANY AS THEY
CONSIDER NECESSARY OR DESIRABLE FOR CARRYING INTO
EFFECT THE SCHEME; APPROVE,FOR THE PURPOSE OF GIVING
EFFECT TO THE SCHEME IN ITS ORIGINAL FORM, OR WITH OR
SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION
APPROVED OR IMPOSED BY THE COURT: TO REDUCE THE SHARE
CAPITAL OF THE COMPANY BY CANCELING AND EXTINGUISHING
ALL THE SCHEME SHARES & Acirc; AS SPECIFIED& eth; ; FORTHWITH AND
CONTINGENT UPON SUCH REDUCTION OF CAPITAL TAKING
EFFECT: A) TO INCREASE THE SHARE CAPITAL OF THE
COMPANY TO ITS FORMER AMOUNT BY THE CREATION OF SUCH
NUMBER OF NEW ORDINARY SHARES OF 3 PENCE EACH & Acirc; NEW
SHARE& eth; AS SHALL BE EQUAL TO THE AGGREGATE NUMBER OF
SCHEME SHARES SO CANCELLED; AND B) TO APPLY THE
RESERVE ARISING IN THE BOOKS OF ACCOUNT OF THE COMPANY
AS A RESULT OF THE CANCELLATION OF THE SCHEME SHARES
IN PAYING UP IN FULL AT PAR THE NEW SHARES CREATED
PURSUANT TO THIS RESOLUTION ABOVE, WHICH SHALL BE
ALLOTTED AND ISSUED, CREDITED AS FULLY PAID, TO TUI
TRAVEL PLC AND/OR ANY NOMINEE(S) OF IT; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY, CONDITIONALLY UPON THE
SCHEME BEING EFFECTIVE AND IN SUBSTITUTION OF ANY
EXISTING AUTHORITY, PURSUANT TO AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985 TO GIVE EFFECT
TO THIS SPECIAL RESOLUTION AND ACCORDINGLY TO EFFECT
THE ALLOTMENT OF RELEVANT SECURITIES & Acirc; SECTION 80(2) OF
THE COMPANIES ACT 1985& eth; IN THE FORM OF THE NEW
SHARES, THE MAXIMUM AGGREGATE NOMINAL AMOUNT OF
RELEVANT SECURITIES WHICH MAY BE ALLOTTED HEREUNDER
SHALL BE GBP 55,000,000; & Acirc; AUTHORITY EXPIRES ON THE 5TH
ANNIVERSARY OF THE DATE ON WHICH IT IS PASSED& eth; ; AND
AMEND, FORTHWITH UPON THE PASSING OF THIS SPECIAL
RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY
BY THE ADOPTION AND INCLUSION OF THE NEW ARTICLE 137
AS SPECIFIED
PROPOSAL #2.: APPROVE THE WAIVER BY THE TAKEOVER PANEL ISSUER YES FOR N/A
AS SPECIFIED THAT WOULD OTHERWISE ARISE ON TUI AG TO
MAKE A GENERAL OFFER TO THE SHAREHOLDERS OF THE
COMPANY & Acirc; ALL OF WHOM AS A RESULT OF THE SCHEME WILL
BECOME SHAREHOLDERS OF TUI TRAVEL PLC& eth; PURSUANT TO
RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS IN
CONNECTION WITH THE REMAINING SHARES IN TUI TRAVEL PLC
PROPOSAL #3.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
RESOLUTIONS 1 AND 2 BECOMING EFFECTIVE, THE OPERATION
OF THE TUI TRAVEL PERFORMANCE SHARE PLAN, THE
PRINCIPAL TERMS AS SPECIFIED
PROPOSAL #4.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
RESOLUTIONS 1 AND 2 BECOMING EFFECTIVE, THE OPERATION
OF THE TUI TRAVEL DEFERRED ANNUAL BONUS SCHEME, THE
PRINCIPAL TERMS AS SPECIFIED
PROPOSAL #5.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
RESOLUTIONS 1 AND 2 BECOMING EFFECTIVE, THE OPERATION
OF THE TUI TRAVEL SHARESAVE SCHEME, THE PRINCIPAL
TERMS AS SPECIFIED
PROPOSAL #6.: APPROVE, SUBJECT TO CONDITIONAL UPON ISSUER YES FOR N/A
RESOLUTIONS 1 AND 2 BECOMING EFFECTIVE, THE OPERATION
OF THE TUI TRAVEL SHARE INCENTIVE PLAN, THE PRINCIPAL
TERMS AS SPECIFIED
PROPOSAL #7.: APPROVE, SUBJECT TO AND CONDITIONAL UPON ISSUER YES FOR N/A
RESOLUTIONS 1 AND 2 BECOMING EFFECTIVE, THE OPERATION
OF THE TUI TRAVEL VALUE CREATION SYNERGY PLAN, THE
PRINCIPAL TERMS AS SPECIFIED
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST CHOICE HOLIDAYS
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/25/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE & Acirc; WITH OR WITHOUT& eth; A SCHEME OF ISSUER YES FOR N/A
ARRANGEMENT PURSUANT TO SECTION 425 OF THE COMPANIES
ACT 1985 DATED 29 JUN 2007 & Acirc; SCHEME OF ARRANGEMENT& eth; TO
BE MADE BETWEEN FIRST CHOICE HOLIDAYS PLC & Acirc; THE
COMPANY& eth; AND THE HOLDERS OF SCHEME SHARES & Acirc; AS DEFINED
IN THE SCHEME OF ARRANGEMENT& eth;
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST PAC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/12/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, THE ACQUISITION BY PT SALIM ISSUER YES FOR N/A
IVOMAS PRATAMA & Acirc; SIMP & eth; : FROM FIRST DURANGO SINGAPORE
PTE LIMITED & Acirc; FIRST DURANGO & eth; AND THE ASHMORE FUNDS OF
AN AGGREGATE OF 500,095,000 ORDINARY SHARES OF PT
PERUSAHAAN PERKEBUNAN LONDON SUMATRA INDONESIA TBK & Acirc;
PPLS & eth; , REPRESENTING APPROXIMATELY 45.7% OF THE
EXISTING ISSUED SHARE CAPITAL OF PPLS AND
APPROXIMATELY 36.6% OF THE ENLARGED ISSUED SHARE
CAPITAL OF PPLS ASSUMING CONVERSION OF THE USD 47
MILLION OF MANDATORY CONVERTIBLE NOTES DUE 2009 ISSUED
BY PPLS & Acirc; THE NOTES & eth; REFERRED TO IN THIS RESOLUTION;
AND FROM THE ASHMORE FUNDS, THE NOTES WHICH ARE
CONVERTIBLE INTO 269,343,500 NEWLY ISSUED PPLS
ORDINARY SHARES & Acirc; THE PPLS SHARES & eth; REPRESENTING
APPROXIMATELY 19.7% OF THE ENLARGED ISSUED SHARE
CAPITAL OF PPLS ASSUMING CONVERSION OF THE NOTES IN
FULL, FOR AN AGGREGATE CONSIDERATION OF APPROXIMATELY
RP 5.0 TRILLION & Acirc; EQUIVALENT TO APPROXIMATELY USD 526.5
MILLION OR HKD 4.1 BILLION& eth; , WHICH IS EQUIVALENT TO
RP6,500 & Acirc; EQUIVALENT TO APPROXIMATELY USD 0.68 OR HKD
5.34& eth; PER PPLS SHARE & Acirc; THE SIMP ACQUISITION & eth;
PROPOSAL #2.: APPROVE THE ACQUISITION BY INDOFOOD AGRI ISSUER YES FOR N/A
RESOURCES LTD.& Acirc; INDO AGRI & eth; FROM MR.EDDY K.
SARIAATMADJA & Acirc; MR. SARIAATMADJA & eth; OF AN AGGREGATE OF
109,521,000 PPLS SHARES, REPRESENTING APPROXIMATELY 8%
OF THE ENLARGED ISSUED SHARE CAPITAL OF PPLS ASSUMING
CONVERSION OF THE NOTES IN FULL, AT THE PRICE OF RP
6,500 & Acirc; APPROXIMATELY USD 0.68 OR HKD 5.34& eth; PER PPLS
SHARE, IN CONSIDERATION FOR THE ISSUE BY INDO AGRI OF
98,082,830 NEW ORDINARY SHARES OF INDO AGRI TO MR.
SARIAATMADJA, REPRESENTING APPROXIMATELY 6.8% OF THE
TOTAL ISSUED SHARE CAPITAL OF INDO AGRI SPECIFIED THE
ISSUE OF THOSE SHARES, & Acirc; THE INDO AGRI CONSIDERATION
SHARES & eth; AT THE ISSUE PRICE OF SGD 1.2758 & Acirc; EQUIVALENT
TO APPROXIMATELY USD 0.83 OR HKD 6.46& eth; PER INDO AGRI
CONSIDERATION SHARE & Acirc; THE INDO AGRI ACQUISITION & eth;
PROPOSAL #3.: APPROVE ON COMPLETION OF THE SIMP ISSUER YES FOR N/A
ACQUISITION AND THE INDO AGRI ACQUISITION, A TENDER
OFFER FOR THE REMAINING SHARES OF PPLS & Acirc; AMOUNTING TO
APPROXIMATELY 35.6% OF THE ENLARGED ISSUED SHARE
CAPITAL OF PPLS ASSUMING CONVERSION OF THE NOTES IN
FULL& eth; AT THE PRICE OF RP 6,900 & Acirc; EQUIVALENT TO
APPROXIMATELY USD 0.73 OR HKD 5.67& eth; PER SHARE OF PPLS
& Acirc; THE TENDER OFFER & eth;
PROPOSAL #4.: AUTHORIZE: ANY EXECUTIVE DIRECTOR OF THE ISSUER YES FOR N/A
COMPANY TO ARRANGE FOR THE EXECUTIONOF SUCH DOCUMENTS
IN SUCH MANNER AS HE MAY CONSIDER NECESSARY OR
DESIRABLE AND TO DO, OR THE COMPANY AND/OR ANY
SUBSIDIARY& Acirc; IES& eth; 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 SIMP ACQUISITION, THE INDO AGRI ACQUISITION AND
THE TENDER OFFER AND/OR ANY MATTER RELATED THERETO
AND TO MAKE OR AGREE, OR THE COMPANY AND/OR ANY
SUBSIDIARY& Acirc; IES& eth; TO MAKE OR AGREE, SUCH AMENDMENTS OR
VARIATIONS THERETO, AND TO GRANT, OR THE COMPANY
AND/OR ANY SUBSIDIARY& Acirc; IES& eth; 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 DESIRABLE AND IN THE
INTERESTS OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST PAC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT AUDITED ACCOUNTS AND ISSUER YES FOR FOR
THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE
YE 31 DEC 2007
PROPOSAL #2.: DECLARE A FINAL CASH DIVIDEND OF HKD ISSUER YES FOR FOR
5.00 CENTS & Acirc; U.S. 0.64 CENT& eth; AND A SPECIAL CASH
DIVIDEND OF HK 3.00 CENTS & Acirc; U.S. 0.38 CENT& eth; PER
ORDINARY SHARE FOR THE YEAR ENDED 31 DEC 2007
PROPOSAL #3.: RE-APPOINT ERNST & YOUNG AS THE AUDITORS ISSUER YES FOR FOR
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
OF THE COMPANY TO FIX THEIR REMUNERATION
PROPOSAL #4.i: RE-ELECT MR. NAPOLEON L. NAZARENO AS ISSUER YES FOR FOR
THE 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 2011
OR 03 JUN 2011 OR THE DATE ON WHICH MR. NAPOLEON L.
NAZARENO RETIRES BY ROTATION PURSUANT TO THE CODE ON
CORPORATE GOVERNANCE PRACTICES ADOPTED BY THE COMPANY
& Acirc; THE CODE& eth; AND/OR THE BYE-LAWS OF THE COMPANY & Acirc; BYE-
LAWS& eth;
PROPOSAL #4.ii: RE-ELECT MR. ROBERT C. NICHOLSON AS ISSUER YES AGAINST AGAINST
THE EXECUTIVE DIRECTOR OF THE COMPANY FORA 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 2011 OR
03 JUN 2011 OR THE DATE ON WHICH MR. ROBERT C.
NICHOLSON RETIRES BY ROTATION PURSUANT TO THE CODE ON
CORPORATE GOVERNANCE PRACTICES ADOPTED BY THE COMPANY
& Acirc; THE CODE& eth; AND/OR THE BYE-LAWS OF THE COMPANY & Acirc; BYE-
LAWS& eth;
PROPOSAL #4.iii: RE-ELECT MR. BENNY S. SANTOSO AS THE ISSUER YES FOR FOR
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 2011 OR
03 JUN 2011 OR THE DATE ON WHICH MR. BENNY S. SANTOSO
RETIRES BY ROTATION PURSUANT TO THE CODE ON CORPORATE
GOVERNANCE PRACTICES ADOPTED BY THE COMPANY & Acirc; THE CODE& eth;
AND/OR THE BYE-LAWS OF THE COMPANY & Acirc; BYE-LAWS& eth;
PROPOSAL #4.iv: RE-ELECT AMBASSADOR ALBERT F. DEL ISSUER YES FOR FOR
ROSARIO AS THE 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 2011 OR 03 JUN 2011 OR THE DATE ON WHICH
AMBASSADOR ALBERT F. DEL ROSARIO RETIRES BY ROTATION
PURSUANT TO THE CODE ON CORPORATE GOVERNANCE PRACTICES
ADOPTED BY THE COMPANY & Acirc; THE CODE& eth; AND/OR THE BYE-LAWS
OF THE COMPANY & Acirc; BYE-LAWS& eth;
PROPOSAL #4.v: RE-ELECT MR. GRAHAM L. PICKLES AS THE ISSUER YES FOR FOR
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 2011 OR 03 JUN 2011 OR THE DATE ON WHICH MR.
GRAHAM L. PICKLES RETIRES BY ROTATION PURSUANT TO THE
CODE ON CORPORATE GOVERNANCE PRACTICES ADOPTED BY THE
COMPANY & Acirc; THE CODE& eth; AND/OR THE BYE-LAWS OF THE COMPANY
& Acirc; BYE-LAWS& eth;
PROPOSAL #5.i: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR FOR
THE EXECUTIVE DIRECTORS REMUNERATION PURSUANT TO THE
COMPANYS BYE LAW
PROPOSAL #5.II: APPROVE TO FIX THE REMUNERATION OF THE ISSUER YES FOR FOR
NON EXECUTIVE DIRECTORS AT THE SUM OF USD 5,000 FOR
EACH MEETING ATTENDS IN PERSON OR BY TELEPHONE
CONFERENCE CALL, AS SHALL BE DETEMINED BY THE BOARD
FROM TIME TO TIME
PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY TO APPOINT ADDITIONAL DIRECTORS AS AN ADDITION
TO THE BOARD, BUT SO THAT THE MAXIMUM NUMBER OF
DIRECTORS SO APPOINTED BY THE DIRECTORS SHALL NOT IN
ANY CASE EXCEED THE MAXIMUM NUMBER OF DIRECTORS
SPECIFIED IN THE COMPANY'S BYE-LAWS FROM TIME TO TIME
AND ANY PERSON SO APPOINTED SHALL REMAIN AS A DIRECTOR
ONLY UNTIL THE NEXT FOLLOWING AGM OF THE COMPANY
PROPOSAL #7.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST AGAINST
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS & Acirc; INCLUDING BONDS, WARRANTS AND DEBENTURES
CONVERTIBLE INTO SHARES OF THE COMPANY& eth; , DURING THE
AND AFTER THE RELEVANT PERIOD, THE AGGREGATE NOMINAL
AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED
& Acirc; WHETHER PURSUANT TO AN OPTION OR OTHERWISE& eth; , 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; & Acirc; 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& eth;
PROPOSAL #8.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES FOR FOR
TO REPURCHASE ISSUED SHARES IN THE CAPITAL OF THE
COMPANY, DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED & Acirc; THE STOCK EXCHANGE& eth; 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
& Acirc; THE LISTING RULES& eth; , 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; & Acirc; 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& eth;
PROPOSAL #9.: APPROVE, CONDITIONAL UPON THE PASSING OF ISSUER YES AGAINST AGAINST
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
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST PAC LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AUTHORIZE THE DIRECTOR OF THE COMPANY, ISSUER YES FOR FOR
THE CONTINUING CONNECTED TRANSACTIONS,THE RELATED
REVISED ESTIMATED ANNUAL CAPS FOR THE FYE 31 DEC 2008
AND 2009 AND THE RELATED NEW ANNUAL CAPS ASSIGNED FOR
THE FYE 31 DEC 2010 RELATING TO THE CONSUMER BRANDED
PRODUCTS BUSINESS IN RESPECT OF NOODLES CARRIED ON BY
THE PT INDOFOOD SUKSES MAKMUR TBK & Acirc; INDOFOOD& eth; GROUP OF
COMPANIES AS SPECIFIED 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 ANY SUCH TRANSACTION
PROPOSAL #2.: AUTHORIZE THE DIRECTOR OF THE COMPANY, ISSUER YES FOR FOR
THE TERMINATION WITH IMMEDIATE EFFECT OF THE CONTRACT
BETWEEN PT CIPTAKEMAS ABADI & Acirc; CKA& eth; AND DE UNITED FOOD
INDUSTRIES LTD & Acirc; DUFIL& eth; & Acirc; TRANSACTION NUMBERED & Acirc; 2& eth; AS
SPECIFIED& eth; AND THE ENTERING INTO OF NEW CONTRACTS ON
SUBSTANTIALLY THE SAME TERMS WITH THE SAME PARTIES FOR
FIXED TERMS EXPIRING ON 31 DEC 2010 BETWEEN I) THE
FOOD AND INGREDIENTS DIVISION OF INDOFOOD & Acirc; FID& eth; AND
DUFIL & Acirc; AS SPECIFIED& eth; ; II) PT CIPTAKEMAS ABADI & Acirc; CKA& eth;
AND DUFIL & Acirc; TRANSACTION NUMBERED & Acirc; 2& eth; AS SPECIFIED& eth; ; FID
AND PINEHILL ARABIAN FOOD LTD & Acirc; PINEHILL& eth; & Acirc; TRANSACTION
NUMBERED & Acirc; 4& eth; AS SPECIFIED& eth; ; AND CKA AND PINEHILL
& Acirc; TRANSACTION NUMBERED & Acirc; 5& eth; AS SPECIFIED& eth; 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 ANY SUCH TRANSACTION
PROPOSAL #3.: AUTHORIZE THE DIRECTOR OF THE COMPANY, ISSUER YES FOR FOR
THE CONTINUING CONNECTED TRANSACTIONS,THE RELATED
REVISED ESTIMATED ANNUAL CAPS FOR THE FYE 31 DEC 2008
AND 2009 AND THE RELATED NEW ANNUAL CAPS ASSIGNED FOR
THE FYE 31 DEC 2010 RELATING TO THE PLANTATION
BUSINESS CARRIED ON BY INDOFOOD GROUP OF COMPANIES AS
SPECIFIED AND EACH OF THE CONTINUING CONNECTED
TRANSACTIONS AND THE RELATED NEW ANNUAL CAPS ASSIGNED
FOR THE FYE 31 DEC 2008, 2009 AND 2010 RELATING TO THE
PLANTATION BUSINESS CARRIED ON BY INDOFOOD GROUP OF
COMPANIES AS SPECIFIED 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 ANY SUCH TRANSACTION
PROPOSAL #4.: AUTHORIZE THE DIRECTOR OF THE COMPANY, ISSUER YES FOR FOR
THE POTENTIAL CONTINUING CONNECTED TRANSACTIONS AND
THE RELATED NEW ANNUAL CAPS ASSIGNED FOR THE FYE 31
DEC 2008, 2009 AND 2010 RELATING TO THE PLANTATION
BUSINESS CARRIED ON BY INDOFOOD GROUP OF COMPANIES
& Acirc; AFTER THE COMPLETION OF THE PROPOSED SUBSCRIPTION& eth; AS
SPECIFIED 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 ANY SUCH TRANSACTION
PROPOSAL #5.: APPROVE THE TERMINATION WITH IMMEDIATE ISSUER YES FOR FOR
EFFECT OF THE CONTRACTS BETWEEN I) PT GUNTA SAMBA & Acirc; GS& eth;
AND PT RIMBA MUTIARA KUSUMA & Acirc; RMK& eth; & Acirc; AS SPECIFIED& eth; ; II)
PT MULTI PACIFIC INTERNATIONAL & Acirc; MPI& eth; AND RMK
& Acirc; TRANSACTION NUMBERED & Acirc; 4& eth; AS SPECIFIED& eth; ; III) PT
SARANA INTI PRATAMA & Acirc; SAIN& eth; AND PT MENTARI SUBUR ABADI
& Acirc; MSA& eth; & Acirc; TRANSACTION NUMBERED & Acirc; 5& eth; AS SPECIFIED& eth; ; IV)
SAIN AND PT SWADAYA BHAKTI NEGARAMAS & Acirc; SBN& eth;
& Acirc; TRANSACTION NUMBERED & Acirc; 6& eth; AS SPECIFIED& eth; ; V) SAIN AND
PT AGROSUBUR PERMAI & Acirc; ASP& eth; & Acirc; TRANSACTION NUMBERED & Acirc; 7& eth; AS
SPECIFIED& eth; ; VI) SAIN AND GS & Acirc; TRANSACTION NUMBERED & Acirc; 8& eth;
AS SPECIFIED& eth; ; VII) SAIN AND MPI & Acirc; TRANSACTION
NUMBERED & Acirc; 9& eth; AS SPECIFIED& eth; ; VIII) SAIN AND MSA
& Acirc; TRANSACTION NUMBERED & Acirc; 10& eth; AS SPECIFIED; IX) SAIN AND
SBN & Acirc; TRANSACTION NUMBERED & Acirc; 11& eth; AS SPECIFIED& eth; ; X) SAIN
AND ASP & Acirc; TRANSACTION NUMBERED & Acirc; 12& eth; AS SPECIFIED & eth; ; XI)
SIMP AND MSA/ASP & Acirc; TRANSACTION NUMBERED & Acirc; 13& eth; AS
SPECIFIED& eth; ; XII) PT SALIM IVOMAS PRATAMA & Acirc; SIMP& eth; AND
SBN & Acirc; TRANSACTION NUMBERED & Acirc; 14& eth; AS SPECIFIED& eth; ; XIII)
SIMP AND PT MEGA CITRA PERDANA/MPI AND GS & Acirc; TRANSACTION
NUMBERED & Acirc; 15& eth; AS SPECIFIED& eth; AND THE ENTERING INTO OF
NEW CONTRACTS ON SUBSTANTIALLY THE SAME TERMS WITH THE
SAME PARTIES FOR FIXED TERMS EXPIRING ON 31 DEC 2010
FOR THE CONTRACTS IN RESPECT OF TRANSACTIONS & Acirc; 1& eth; TO
& Acirc; 15& eth; AS SPECIFIED; AUTHORIZE ANY OF 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
GIVE EXPEDIENT TO IMPLEMENT AND/OR GIVE EFFECT TO THE
TERMS OF ANY SUCH TRANSACTIONS
PROPOSAL #6.: APPROVE, FOR THE PURPOSES OF RULE ISSUER YES FOR FOR
13.36& Acirc; 1& eth; & Acirc; A& eth; & Acirc; II& eth; OF THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED
& Acirc; LISTING RULES& eth; , GENERALLY AND UNCONDITIONALLY GRANTED
FOR INDOFOOD AGRI RESOURCES LTD & Acirc; INDO AGRI& eth; TO ISSUE,
ALLOT AND/OR GRANT: I) SHARES IN THE CAPITAL OF INDO
AGRI & Acirc; INDO AGRI SHARES& eth; , AND/OR II) SECURITIES
CONVERTIBLE INTO INDO AGRI SHARES, AND/OR III)
OPTIONS, WARRANTS OR SIMILAR RIGHTS TO SUBSCRIBE FOR
ANY INDO AGRI SHARES OR SECURITIES CONVERTIBLE INTO
INDO AGRI SHARES, FROM TIME TO TIME, IN EACH CASE ONLY
TO THE EXTENT PERMITTED BY THE GENERAL MANDATE WHICH
WAS GRANTED BY THE SHAREHOLDERS OF INDO AGRI BY THE
ORDINARY RESOLUTION OF THE SHAREHOLDERS OF INDO AGRI
PASSED ON 28 APR 2008, PURSUANT TO AND IN ACCORDANCE
WITH THE REQUIREMENTS OF RULE 806 OF THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED LISTING MANUAL
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRSTFED FINANCIAL CORP.
TICKER: FED CUSIP: 337907109
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BRIAN E. ARGRETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM G. OUCHI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF GRANT THORNTON LLP AS ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT AUDITORS FOR 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/7/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE, SUBJECT TO AND CONDITIONAL ISSUER YES FOR FOR
UPON: (I) THIS RESOLUTION BEING PASSED BYA MAJORITY OF
FIRSTRAND SHAREHOLDERS EXCLUDING ANY RELATED PARTY OR
ANY ASSOCIATES OF ANY RELATED PARTY, AS SPECIFIED IN
THE LISTING REQUIREMENTS, OR ANY SHARE TRUST OR
SCHEME, AS SPECIFIED IN SCHEDULE 14 OF THE LISTING
REQUIREMENTS; (II) COMPLIANCE BY THE DIRECTOR WITH
REQUIREMENTS OF SECTION 90 OF THE COMPANIES ACT; (III)
IMPLEMENTATION OF THE FIRSTRAND DISPOSALA; AND (IV)
RMBH OBTAINING THE APPROVAL OF THE REGISTRAR OF LONG-
TERM INSURANCE, IN ACCORDANCE WITH SECTION 26(2) OF
THE LONG-TERM INSURANCE ACT, 1998, FOR THE ACQUISITION
OF MORE THAN 25% OF THE DISCOVERY SHARES, THE
UNBUNDLING AND AUTHORIZE THE DIRECTORS TO MAKE A
DISTRIBUTION IN SPECIE OF 316,357,337 DISCOVERY
SHARES, EQUATING TO 53.44% OF THE ENTIRE ISSUED SHARE
CAPITAL OF DISCOVERY TO FIRSTRAND ORDINARY
SHAREHOLDERS, SUCH THAT EACH FIRSTRAND ORDINARY
SHAREHOLDER RECEIVES 0.561343 DISCOVERY SHARES FOR
EVERY FIRSTRAND ORDINARY SHARE HELD ON THE UNBUNDLING
RECORD DATE; AND AUTHORIZE THE DIRECTORS TO DO ALL
SUCH ACTS AND THINGS ON BEHALF OF FIRSTRAND AS THEY
MAY, IN THEIR ABSOLUTE DISCRETION, CONSIDER NECESSARY
OR EXPEDIENT FOR THE PURPOSE OF GIVING EFFECT TO THE
UNBUNDING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: RECEIVE AND ADOPT THE AUDITED ANNUAL ISSUER YES FOR FOR
FINANCIAL STATEMENTS OF THE COMPANY AND THE GROUP FOR
THE YE 30 JUN 2007 INCLUDING THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
PROPOSAL #2.O.2: APPROVE TO CONFIRM THE FINAL DIVIDEND ISSUER YES FOR FOR
OF 43.0 CENTS PER ORDINARY SHARE DECLARED 17 SEP 2007
PROPOSAL #3O3.1: RE-ELECT MR. GERRIT THOMAS FERREIRA ISSUER YES FOR FOR
AS A NON-EXECUTIVE CHAIRMAN
PROPOSAL #3O3.2: RE-ELECT MR. DENIS MARTIN FALCK AS A ISSUER YES FOR FOR
NON-EXECUTIVE DIRECTOR
PROPOSAL #3O3.3: RE-ELECT MR. NOLULAMO & Acirc; LULU& eth; GWAGWA ISSUER YES AGAINST AGAINST
AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #3O3.4: RE-ELECT MR. GUGU MOLOI AS AN ISSUER YES AGAINST AGAINST
INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #3O3.5: RE-ELECT MR. FREDERIK VAN ZYL ISSUER YES FOR FOR
STABBERT AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #3O3.6: RE-ELECT MR. ROBERT ALBERT WILLIAMS ISSUER YES FOR FOR
AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR
PROPOSAL #4.O.4: RE-ELECT MR. RONALD KEITH STORE AS AN ISSUER YES FOR FOR
INDEPENDENT NON-EXECUTIVE DIRECTOR, WHORETIRES IN
TERMS OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #5.O.5: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
DIRECTORS FOR YE JUN 2007
PROPOSAL #6.O.6: APPROVE TO INCREASE THE FEES OF THE ISSUER YES FOR FOR
DIRECTORS BY APPROXIMATELY 6% AS SPECIFIED
PROPOSAL #7.O.7: RE-APPOINT PRICEWATERHOUSECOOPERS INC ISSUER YES FOR FOR
AS THE AUDITORS OF THE COMPANY, UNTIL THE NEXT AGM
PROPOSAL #8.O.8: AUTHORIZE THE DIRECTORS TO FIX AND ISSUER YES FOR FOR
PAY THE AUDITORS REMUNERATION FOR THE YE 30 JUN 2007
PROPOSAL #9.O.9: APPROVE TO PLACE ALL THE AUTHORIZED ISSUER YES FOR FOR
BUT UNISSUED SHARES IN THE COMPANY UNDER THE CONTROL
OF THE DIRECTORS UNTIL THE FORTHCOMING AGM AND
AUTHORIZE THEM TO ALLOT AND ISSUE SHARES IN THE
COMPANY UPON SUCH TERMS AND CONDITIONS AS THEY MAY
DEEM FIT, SUBJECT TO THE COMPANIES ACT & Acirc; ACT 61 OF
1973& eth; , AS AMENDED & Acirc; THE COMPANIES ACT& eth; , THE ARTICLES OF
ASSOCIATION OF THE COMPANY AND THE JSE LISTING & Acirc; JSE& eth;
LISTING REQUIREMENTS; THE ISSUING OF SHARES GRANTED
UNDER THIS AUTHORITY WILL BE LIMITED TO FIRSTRAND'S
EXISTING CONTRACTUAL OBLIGATIONS TO ISSUE SHARES
REQUIRED FOR THE PURPOSE OF CARRYING OUT OF THE
FIRSTRAND OUTPERFORMANCE SHARE INCENTIVE SCHEMES
PROPOSAL #10O10: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE COMPANY, BY WAY OF A RENEWABLE AUTHORITY AND
SUBJECT TO THE COMPANIES ACT AND THE LISTING
REQUIREMENTS OF THE JSE, TO ISSUE ORDINARY SHARES IN
THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF THE
COMPANY FOR CASH, NOT EXCEEDING IN AGGREGATE IN ANY
ONE FY, 5% OF THE NUMBER OF EQUITY SHARE IN ISSUE AT
THE MAXIMUM PERMITTED DISCOUNT OF 10% OF THE WEIGHTED
AVERAGE TRADING PRICE OF THE COMPANY'S ORDINARY SHARES
OVER THE 30 PREVIOUS DAYS TO THAT DATE THE PRICE OF
THE ISSUE IS DETERMINED OR AGREED BY THE DIRECTORS OF
THE COMPANY; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
NEXT AGM OR 15 MONTHS FROM THE DATE OF THIS AGM& eth; ; A
PRESS ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE
IMPACT ON NET ASSET VALUE AND EARNINGS PER SHARE, WILL
BE PUBLISHED AT THE TIME OF ANY ISSUE REPRESENTING,
ON A CUMULATIVE BASIS WITHIN ONE FY, 5% OR MORE OF THE
NUMBER OF SHARES IN ISSUE PRIOR TO THE ISSUES IN
TERMS OF THE JSE LISTING REQUIREMENTS
PROPOSAL #11O11: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES FOR FOR
THE COMPANY, BY WAY OF A RENEWABLE GENERAL AUTHORITY
TO ISSUE THE UNISSUED BUT AUTHORIZED B VARIABLE RATE,
NON-CUMULATIVE, NON REDEEMABLE PREFERENCE SHARES OF
THE COMPANY FOR CASH, SUBJECT TO THE COMPANIES ACT AND
THE LISTING REQUIREMENTS OF THE JSE, WHEN APPLICABLE;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OR 15
MONTHS FROM THE DATE OF THIS AGM& eth; ; A PRESS
ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE IMPACT
ON NET ASSET VALUE AND EARNINGS PER SHARE, WILL BE
PUBLISHED AT THE TIME OF ANY ISSUE REPRESENTING, ON A
CUMULATIVE BASIS WITHIN ONE FY, 5% OR MORE OF THE
NUMBER OF SHARES IN ISSUE PRIOR TO THE ISSUE, IN TERMS
OF THE JSE LISTING REQUIREMENTS
PROPOSAL #12.S1: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY, IN TERMS OF THE COMPANY'S ARTICLES
OFASSOCIATION AND BY WAY OF GENERAL AUTHORITY, TO
REPURCHASE SHARES ISSUED BY THE COMPANY OR PERMIT A
SUBSIDIARY OF THE COMPANY TO DO THE SAME, ON THE OPEN
MARKET OF JSE, AS DETERMINED BY THE DIRECTORS, BUT
SUBJECT TO THE PROVISIONS OF THE ACT AND THE LISTING
REQUIREMENTS OF THE JSE, NOT EXCEEDING IN AGGREGATE
10% OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL IN
ANY 1 FY, AT A PRICE OF NO MORE THAN 10% ABOVE THE
WEIGHTED AVERAGE MARKET PRICE OF SUCH SHARES OVER THE
PREVIOUS 5 BUSINESS DAYS; & Acirc; AUTHORITY EXPIRES UNTIL THE
CONCLUSION OF THE NEXT AGM OR 15 MONTHS FROM THE DATE
OF PASSING OF THIS RESOLUTION& eth; ; A PAID PRESS
ANNOUNCEMENT WILL BE PUBLISHED WHEN THE COMPANY HAS
ACQUIRED, ON A CUMULATIVE BASIS, 3% OF THE INITIAL
NUMBER OF THE RELEVANT CLASS OF SECURITIES AND FOR
EACH 3% IN AGGREGATE OF THE INITIAL NUMBER OF THAT
CLASS ACQUIRED THEREAFTER
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FLEETWOOD ENTERPRISES, INC.
TICKER: FLE CUSIP: 339099103
MEETING DATE: 9/11/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL D. BORGHESANI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ELDEN L. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS B. PITCHER ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE 2007 STOCK INCENTIVE PLAN. ISSUER YES FOR FOR
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2008.
PROPOSAL #04: TO CONSIDER AND ACT UPON SUCH OTHER ISSUER YES AGAINST AGAINST
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FLETCHER BUILDING LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/13/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RE-ELECT MR. P. BAINES AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.: RE-ELECT MR. D. SPRING AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.: RE-ELECT MR. K. VAUTIER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO FIX THE FEES ISSUER YES FOR FOR
OF THE AUDITOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FONDIARIA - SAI SPA, FIRENZE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007, OF THE BOARD OF DIRECTORS, THE AUDITORS AND
THE AUDIT FIRM REPORT, ADJOURNMENT THEREOF
PROPOSAL #O.2: APPOINT AN ALTERNATE AUDITOR ISSUER NO N/A N/A
PROPOSAL #O.3: APPROVE THE RESOLUTIONS ON OWN SHARES ISSUER NO N/A N/A
PROPOSAL #O.4: APPROVE THE RESOLUTIONS IN CONFORMITY ISSUER NO N/A N/A
WITH THE ARTICLE 2359-BIS CIVIL CODE
PROPOSAL #E.1: APPROVE THE REDUCTION OF SHARE CAPITAL ISSUER NO N/A N/A
AND AMEND ARTICLE 5 OF CORPORATE BY-LAWS, ADJOURNMENT
THEREOF
PROPOSAL #E.2: AMEND ARTICLES 3 AND 24 OF CORPORATE ISSUER NO N/A N/A
BY-LAWS, ADJOURNMENT THEREOF
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORRESTER RESEARCH, INC.
TICKER: FORR CUSIP: 346563109
MEETING DATE: 12/28/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HENK W. BROEDERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE R. HORNIG ISSUER YES FOR FOR
PROPOSAL #02: TO TRANSACT SUCH OTHER BUSINESS AS MAY ISSUER YES AGAINST AGAINST
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORRESTER RESEARCH, INC.
TICKER: FORR CUSIP: 346563109
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GEORGE F. COLONY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL H. WELLES ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: TO TRANSACT SUCH OTHER BUSINESS AS MAY ISSUER YES AGAINST AGAINST
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO MAKE A PUBLIC OFFER TO BE ISSUER NO N/A N/A
LAUNCHED BY FORTIS, ROYAL BANK OF SCOTLAND AND
SANTANDER THROUGH A JOINTLY OWNED COMPANY ON 100% OF
THE ISSUED AND OUTSTANDING SHARE CAPITAL OF ABN AMRO
HOLDING N.V., AND TO THUS ACQUIRE AN ECONOMIC INTEREST
IN CERTAIN BUSINESSES OF THE ABN AMRO GROUP; AND TO
SUBSEQUENTLY ACQUIRE CERTAIN BUSINESSES OF THE ABN
AMRO GROUP FROM THE JOINTLY OWNED COMPANY, ALL AS
SPECIFIED
PROPOSAL #3.1: SPECIAL REPORT BY THE BOARD OF ISSUER NO N/A N/A
DIRECTORS ON THE USE AND PURPOSE OF THE AUTHORIZED
CAPITAL PREPARED IN ACCORDANCE WITH ARTICLE 604 OF THE
BELGIAN COMPANIES CODE
PROPOSAL #3.2.1: APPROVE THE PROPOSAL TO CANCEL THE ISSUER NO N/A N/A
UNUSED BALANCE OF THE AUTHORIZED CAPITAL EXISTING AT
THE DATE OF THE PUBLICATION IN THE BELGIAN STATE
GAZETTE OF THE AMENDMENT TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY RESOLVED BY THE EGM OF
SHAREHOLDERS OF 06 AUG 2007 AND TO MERGE THE
PARAGRAPHS A) AND B) IN ONE PARAGRAPH WORDED AS
FOLLOWS: A) SUBJECT TO TWINNED SHARE PRINCIPLE, THE
BOARD OF DIRECTORS IS AUTHORIZED TO INCREASE THE
COMPANY CAPITAL, IN ONE OR MORE TRANSACTIONS, WITH A
MAXIMUM AMOUNT OF ONE BILLION ONE HUNDRED AND FORTY-
EIGHT MILLION ONE HUNDRED AND TWELVE THOUSAND
(1,148,112,000) EUROS. THIS AUTHORIZATION IS GRANTED
TO THE BOARD OF DIRECTORS FOR A PERIOD OF 3 YEARS
STARTING ON THE DATE OF THE PUBLICATION IN THE BELGIAN
STATE GAZETTE OF THE AMENDMENT TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY RESOLVED BY THE EGM OF
SHAREHOLDERS OF 06 AUG 2007
PROPOSAL #3.2.2: APPROVE THE PROPOSAL TO INCLUDE A NEW ISSUER NO N/A N/A
PARAGRAPH B) WORDED AS FOLLOWS: B) FURTHERMORE, IN
THE CONTEXT OF A PUBLIC OFFER ON, AND THE ACQUISITION
OF CERTAIN BUSINESSES OF ABN AMRO HOLDING N.V., THE
BOARD OF DIRECTORS IS AUTHORIZED TO INCREASE THE
COMPANY CAPITAL, WITH A MAXIMUM AMOUNT OF FOUR BILLION
SIX HUNDRED AND NINE MILLION FIVE HUNDRED AND EIGHTY-
FOUR THOUSAND & Acirc; 4,609,584,000& eth; EUROS; THIS ADDITIONAL
AUTHORIZATION IS GRANTED TO THE BOARD OF DIRECTORS
UNTIL 31 MAR 2008 AND WILL EXPIRE ON THAT DATE IF THE
BOARD OF DIRECTORS HAS NOT PARTIALLY OR FULLY USED IT
IN THE AFOREMENTIONED CONTEXT BY SUCH A DATE
PROPOSAL #3.2.3: APPROVE THE PROPOSAL TO REPLACE IN ISSUER NO N/A N/A
PARAGRAPH C) THE WORD AUTHORIZATION WITHTHE WORD
AUTHORIZATIONS
PROPOSAL #3.3: APPROVE THE PROPOSAL TO DELEGATE ISSUER NO N/A N/A
AUTHORITY TO THE COMPANY SECRETARY, WITH POWER TO SUB-
DELEGATE, TO COORDINATE THE TEXT OF THE ARTICLES OF
ASSOCIATION IN ACCORDANCE WITH THE DECISIONS MADE
PROPOSAL #4.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.: APPROVE TO MAKE A PUBLIC OFFER TO BE ISSUER NO N/A N/A
LAUNCHED BY FORTIS, ROYAL BANK OF SCOTLAND AND
SANTANDER THROUGH A JOINTLY OWNED COMPANY ON 100% OF
THE ISSUED AND OUTSTANDING SHARE CAPITAL OF ABN AMRO
HOLDING N.V., AND TO THUS ACQUIRE AN ECONOMIC INTEREST
IN CERTAIN BUSINESSES OF THE ABN AMRO GROUP; AND II)
TO SUBSEQUENTLY ACQUIRE CERTAIN BUSINESSES OF THE ABN
AMRO GROUP FROM THE JOINTLY OWNED COMPANY, AS SPECIFIED
PROPOSAL #3.1: AMEND ARTICLE 8 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #3.2: AUTHORIZE ANY AND ALL MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AS WELL AS ANY AND ALL CIVIL-LAW
NOTARIES, ASSOCIATES AND PARALEGALS PRACTICING WITH DE
BRAUW BLACKSTONE WESTBROEK TO DRAW UP THE DRAFT OF
THE REQUIRED NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION, TO APPLY FOR THE REQUIRED
MINISTERIAL DECLARATION OF NO-OBJECTION, AS WELL AS TO
EXECUTE THE NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #4.: CLOSURE ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1.1: DISCUSSION OF THE ANNUAL REPORT ON ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #2.1.2: DISCUSSION OF THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR THE FY 2007
PROPOSAL #2.1.3: APPROVE THE DISCUSSION AND PROPOSAL ISSUER NO N/A N/A
TO ADOPT THE STATUTORY ANNUAL ACCOUNTS OFTHE COMPANY
FOR THE FY 2007
PROPOSAL #2.2.1: COMMENTS ON THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #2.2.2: APPROVE THE PROPOSAL TO ADOPT A GROSS ISSUER NO N/A N/A
DIVIDEND FOR THE 2007 FY OF EUR 1.176 FORTIS UNIT, AS
AN INTERIM DIVIDEND OF EUR 0.70, EQUAL TO EUR 0.586
AFTER ADJUSTMENT WITH A COEFFICIENT OF 0.83715, WAS
PAID IN SEP 2007, THE PROPOSED FINAL DIVIDEND AMOUNTS
TO EUR 0.59 PER FORTIS UNITS AND WILL BE PAYABLE AS
FROM 27 MAY 2008
PROPOSAL #2.3: APPROVE THE DISCHARGE TO THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS FOR THE FY 2007
PROPOSAL #3.: COMMENTS ON FORTI'S GOVERNANCE RELATING ISSUER NO N/A N/A
TO THE REFERENCE CODES AND THE APPLICABLE PROVISIONS
REGARDING CORPORATE GOVERNANCE
PROPOSAL #4.1.1: RE-ELECT MR. COUNT MAURICE LIPPENS ISSUER NO N/A N/A
FOR A PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2012
PROPOSAL #4.1.2: RE-ELECT MR. JACQUES MANARDO FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2011
PROPOSAL #4.1.3: RE-ELECT MR. RANA TALWAR FOR A PERIOD ISSUER NO N/A N/A
OF 3 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2011
PROPOSAL #4.1.4: RE-ELECT MR. JEAN-PAUL VORTON FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THEAGM OF
SHAREHOLDERS 2011
PROPOSAL #4.2: APPOINT MR. LOUIS CHEUNG CHI YAN FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THE AGM OF
SHAREHOLDERS 2011
PROPOSAL #4.3: APPROVE TO RENEW THE MISSION OF KPMG ISSUER NO N/A N/A
ACCOUNTANTS N.V AS ACCOUNTANTS OF THE COMPANY FOR THE
FY 2009, 2010 AND 2011, TO AUDIT THE ANNUAL ACCOUNTS
PROPOSAL #5.: AUTHORIZE THE BOARD OF DIRECTORS FOR A ISSUER NO N/A N/A
PERIOD OF 18 MONTHS, TO ACQUIRE FORTISUNITS, IN WHICH
OWN FULLY PAID TWINNED SHARES OF FORTIS NY ARE
INCLUDED, UP TO THE MAXIMUM NUMBER PERMITTED BY THE
CIVIL CODE, BOOK 2, ARTICLE 98 PARAGRAPH 2 AND THIS:
A) THROUGH ALL AGREEMENTS, INCLUDING TRANSACTIONS ON
THE STOCK EXCHANGE AND PRIVATE TRANSACTIONS AT A PRICE
EQUAL TO THE AVERAGE OF THE CLOSING PRICES OF THE
FORTIS UNIT ON EURONEXT BRUSSELS AND EURONEXT
AMSTERDAM ON THE DAY IMMEDIATELY PRECEDING THE
ACQUISITION, PLUS A MAXIMUM OF FIFTEEN PERCENT (15%)
OR LESS A MAXIMUM OLLIFTEEN PERCENT (15%), OR B) BY
MEANS OF STOCK LENDING AGREEMENTS UNDER TERMS AND
CONDITIONS THAT COMPLY WITH COMMON MARKET PRACTICE FOR
THE NUMBER OF FORTIS UNITS FROM TIME TO TIME TO BE
BORROWED BY FORTIS NY
PROPOSAL #6.1: AMEND THE ARTICLE 3 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION & Acirc; AS SPECIFIED& eth;
PROPOSAL #6.2: AMEND THE ARTICLE 8 OF THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION & Acirc; AS SPECIFIED& eth; ; THE AUTHORIZED CAPITAL OF
THE COMPANY SHALL AMOUNT TO & Acirc; EUR 2,007,600,000& eth;
DIVIDED INTO (1,820,000,000) PREFERENCE SHARES, EACH
WITH A NOMINAL VAIUE OF & Acirc; EUR 0.42); AND
& Acirc; 2,960,000,000& eth; TWINNED SHARES, EACH WITH A NOMINAL
VALUE OF & Acirc; EUR 0.42& eth;
PROPOSAL #6.3: AUTHORIZE ANY OR ALL MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF DIRECTORS AS WELL AS ANY AND ALLCIVIL-LAW
NOTARIES, ASSOCIATES AND PARALEGALS PRACTISING WITH DE
BRAUW BLACKSTONE WESTBROEK TO DRAW UP THE DRAFT OF
THE REQUIRED NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION, TO APPLY FOR THE REQUIRED
MINISTERIAL DECLARATION OF NO-OBJECTION, AS WELL AS TO
EXECUTE THE NOTARIAL DEED OF AMENDMENT TO THE
ARTICLES OF ASSOCIATION
PROPOSAL #7.: CLOSURE ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FORTIS SA/NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING ISSUER NO N/A N/A
PROPOSAL #2.1.1: DISCUSSION OF THE ANNUAL REPORT ON ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #2.1.2: DISCUSSION OF THE CONSOLIDATED ANNUAL ISSUER NO N/A N/A
ACCOUNTS FOR THE FY 2007
PROPOSAL #2.1.3: APPROVE THE DISCUSSION AND PROPOSAL ISSUER NO N/A N/A
TO ADOPT THE STATUTORY ANNUAL ACCOUNTS OFTHE COMPANY
FOR THE FY 2007
PROPOSAL #2.1.4: APPROVE THE PROFIT APPROPRIATION OF ISSUER NO N/A N/A
THE COMPANY FOR THE FY 2006
PROPOSAL #2.2.1: COMMENTS ON THE DIVIDEND POLICY ISSUER NO N/A N/A
PROPOSAL #2.2.2: APPROVE THE PROPOSAL TO ADOPT A GROSS ISSUER NO N/A N/A
DIVIDEND FOR THE 2007 FY OF EUR 1.176 FORTIS UNIT, AS
AN INTERIM DIVIDEND OF EUR 0.70, EQUAL TO EUR 0.586
AFTER ADJUSTMENT WITH A COEFFICIENT OF 0.83715, WAS
PAID IN SEP 2007, THE PROPOSED FINAL DIVIDEND AMOUNTS
TO EUR 0.59 PER FORTIS UNITS AND WILL BE PAYABLE AS
FROM 27 MAY 2008
PROPOSAL #2.3.1: APPROVE TO DISCHARGE THE MEMBERS OF ISSUER NO N/A N/A
THE BOARD OF DIRECTORS FOR THE FY 2007
PROPOSAL #2.3.2: APPROVE TO DISCHARGE THE AUDITOR FOR ISSUER NO N/A N/A
THE FY 2007
PROPOSAL #3.: COMMENTS ON FORTIS GOVERNANCE RELATING ISSUER NO N/A N/A
TO THE REFERENCE CODES AND THE APPLICABLE PROVISIONS
REGARDING CORPORATE GOVERNANCE
PROPOSAL #4.1.1: RE-ELECT MR. COUNT MAURICE LIPPENS ISSUER NO N/A N/A
FOR A PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THE OGM
OF SHAREHOLDERS 2012
PROPOSAL #4.1.2: RE-ELECT MR. JACQUES MANARDO FOR A ISSUER NO N/A N/A
PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THEOGM OF
SHAREHOLDERS 2012
PROPOSAL #4.1.3: RE-ELECT MR. RANA TALWAR FOR A PERIOD ISSUER NO N/A N/A
OF 4 YEARS, UNTIL THE CLOSE OF THE OGMOF
SHAREHOLDERS 2012
PROPOSAL #4.1.4: RE-ELECT MR. JEAN-PAUL VORTON FOR A ISSUER NO N/A N/A
PERIOD OF 4 YEARS, UNTIL THE CLOSE OF THE OGM OF
SHAREHOLDERS 2012
PROPOSAL #4.2: APPOINT MR. LOUIS CHENG CHI YAN FOR A ISSUER NO N/A N/A
PERIOD OF 3 YEARS, UNTIL THE CLOSE OF THE OGM OF
SHAREHOLDERS 2012
PROPOSAL #4.3: APPOINT KPMG AS THE STATUTORY AUDITOR ISSUER NO N/A N/A
OF THE COMPANY FOR THE PERIOD OF 3 YEARS FOR THE FY
2009,2010 AND 2011 AND APPROVE TO SET THEIR
REMUNERATION AT AN ANNUAL AMOUNT OF EUR 396,950, THE
COMPANY KPMG WILL BE REPRESENTED BY MR. OLIVIER MICHEL
LANGE APPROVE THE PROPOSAL TO RENEW THE MISSION
OF KPMG ACCOUNTANTS N.V AS ACCOUNTANT OF THE COMPANY
FOR THE FINANCIAL YEARS 2009, 2010 AND 2011, TO AUDIT
THE ANNUAL ACCOUNTS
PROPOSAL #E.5.1: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER NO N/A N/A
THE COMPANY AND THE BOARD OF ITS DIRECT SUBSIDIARIES
FOR A PERIOD OF 18 MONTHS, STARTING AFTER THE END OF
THE GENERAL MEETING WHICH WILL DELIBERATE THIS POINT,
TO ACQUIRE FORTIS UNITS, IN WHICH TWINNED FORTIS SA/NV
SHARES ARE INCORPORATE, UP TO THE MAXIMUM NUMBER
AUTHORIZED BY ARTICLE 620 PARAGRAPH 1,2 OF THE
COMPANIES CODE, FOR EXCHANGE VALUES EQUIVALENT TO THE
AVERAGE OF THE CLOSING PRICES OF THE FORTIS UNIT ON
EURONEXT BRUSSELS AND EURONEXT AMSTERDAM ON THE DAY
IMMEDIATELY PRECEDING THE ACQUISITION, PLUS A MAXIMUM
OF 15% OR MINUS A MAXIMUM 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 DIRECT SUBSIDIARIES
FOR A PERIOD OF 18 MONTHS 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 IT
WILL DETERMINE
PROPOSAL #E.6.1: RECEIVE THE REPORT COMMUNICATION OF ISSUER NO N/A N/A
THE SPECIAL REPORT BY THE BOARD OF DIRECTORS ON THE
USE AND PURPOSE OF THE AUTHORIZED CAPITAL PREPARED IN
ACCORDANCE WITH ARTICLE 604 OF THE BELGIAN COMPANIES
CODE
PROPOSAL #E62.1: AMEND ARTICLE 9 ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS SPECIFIED
PROPOSAL #E62.2: APPROVE TO REPLACE IN PARAGRAPH C) ISSUER NO N/A N/A
THE WORD AUTHORIZATIONS WITH THE WORD AUTHORIZATION
AND TO CANCEL PARAGRAPH B) AND TO CHANGE AS A
CONSEQUENCE THE PARAGRAPHS C) AND D) TO B) AND C),
SHAREHOLDERS MAY TO THAT EFFECT USE THE ENCLOSED FORM
PROPOSAL #7.: CLOSING ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRANCE TELECOM SA, PARIS
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS; AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS
PRESENTED, SHOWING INCOME OF EUR 7,330,505,340.29;
ACCORDINGLY, GRANT PERMANENT DISCHARGE TO THE MEMBERS
OF THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
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 TO DEDUCT FROM THE INCOME FOR ISSUER YES FOR FOR
THE FY & Acirc; OF 7,330,505,340.29& eth; A SUM OF 3,070,312.40 TO
APPROPRIATE IT TO THE LEGAL RESERVE, 1,045,739,564.40
IT NOTES THAT THE DISTRIBUTABLE INCOME, AFTER
ALLOCATION OF EUR 3,070,312.40 TO THE LEGAL RESERVE
AND CONSIDERING THE CREDIT RETAINED EARNINGS OF EUR
8,512,649,858.16, IS OF EUR 15,840,084,886.05; RECEIVE
A NET DIVIDEND OF EUR 1.30 PER SHARE, AND WILL
ENTITLE TO THE 40% DEDUCTION PROVIDED BY THE FRENCH
TAX CODE; THIS DIVIDEND WILL BE PAID ON 03 JUN 2008;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES IN THE EVENT THAT THE COMPANY WOULD HOLD
SOME OF ITS OWN SHARES ON SUCH DATE, SO THAT THE
AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES BE
ALLOCATED TO THE RETAINED EARNINGS; AS REQUIRED BY
LAW, IT IS REMINDED THAT FOR THE LAST 3 FYS, THE
DIVIDENDS PAID, WERE AS FOLLOWS: EUR 048 FOR FY 2004
ENTITLED TO THE 50% DEDUCTION PROVIDED BY THE FRENCH
TAX CODE EUR 1.00 FOR FY 2005, ENTITLED TO THE 40%
DEDUCTION PROVIDED BY THE FRENCH TAX CODE, EUR 1.20
FOR FY 2006, ENTITLED TO THE 40% DEDUCTION PROVIDED BY
PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.38 OF
THE FRENCH COMMERCIAL CODE, APPROVE THE AGREEMENTS
ENTERED INTO AND AUTHORIZED DURING PREVIOUS FYS
PROPOSAL #O.5: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225.42 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE AGREEMENT
IN FAVOR OF MR. DIDIER LOMBARD
PROPOSAL #O.6: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES AGAINST AGAINST
BACK THE COMPANY'S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 40.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 261,434,891
SHARES ON 31 DEC 2008, MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 10,457,395,644.00; 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 A MERGER, DIVESTMENT OR CAPITAL
CONTRIBUTION CANNOT EXCEED 5% OF ITS CAPITAL; TO
CANCEL, EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION
THEREOF, THE AUTHORITY GRANTED BY RESOLUTION NR. 5 OF
THE COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007; TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES& Acirc; AUTHORITY EXPIRES AT THE END OF
18 MONTH PERIOD& eth;
PROPOSAL #O.7: RATIFY THE COOPTATION OF MR. CHARLES ISSUER YES FOR FOR
HENRI FILIPPI AS A DIRECTOR, TO REPLACE MR. STEPHANE
RICHARD WHO RESIGNED
PROPOSAL #O.8: RATIFY THE COOPTATION OF MR. JOSE LUIS ISSUER YES FOR FOR
DURAN AS A DIRECTOR, TO REPLACE MR. ARNAUD LAGARDERE
WHO RESIGNED
PROPOSAL #O.9: APPOINT MR. CHARLES HENRI FILIPPI AS A ISSUER YES FOR FOR
DIREECTOR, FOR THE TERM OF OFFICE PERIOD SET FORTH IN
ARTICLE NR. 13 OF THE BY-LAWS YEAR
PROPOSAL #O.10: APPOINT MR. JOSE LUIS DURAN AS A ISSUER YES FOR FOR
DIRECTOR, FOR THE TERM OF OFFICE PERIOD SET FORTH IN
ARTICLE NR. 13 OF THE BY-LAWS YEAR PERIOD
PROPOSAL #O.11: APPROVE TO AWARD TOTAL ANNUAL FEES OF ISSUER YES FOR FOR
EUR 600,000.00 TO THE MEMBERS OF THE BOARD OF DIRECTORS
PROPOSAL #E.12: AMEND THE ARTICLE NR. 13 OF THE BY-LAWS ISSUER YES FOR FOR
PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE ON ONE OR MORE OCCASIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL TO A MAXIMUM NOMINAL AMOUNT
OF EUR 80,000,000.00, BY ISSUANCE, WITH CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF ORDINARY
SHARES TO BE SUBSCRIBED WITHER IN CASH OR BY THE
OFFSETTING OF DEBTS; THIS AMOUNT SHALL COUNT AGAINST
THE CEILING SET FORTH IN RESOLUTION NR. 17 OF THE
COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007; TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOR OF THE HOLDERS OF OPTIONS GIVING THE
RIGHT TO SUBSCRIBE FOR SHARES OR, OF SHARES OF ORANGE
SA, HAVING SIGNED A LIQUIDITY CONTRACT WITH THE
COMPANY; TO CANCEL EFFECTIVE IMMEDIATELY, FOR THE
UNUSED PORTION THEREOF, THE AUTHORITY GRANTED BY
RESOLUTION NR. 5 OF THE COMBINED SHAREHOLDERS MEETING
OF 21 MAY 2007;TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES& Acirc; AUTHORITY EXPIRES
AT THE END OF 18 MONTH PERIOD& eth;
PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE ON ONE OR MORE OCCASIONS, IN FRANCE OR
ABROAD, THE SHARE CAPITAL TO A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000.00 BY ISSUANCE, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, AND ALLOCATION FREE
OF CHARGE, OF LIQUIDITY INSTRUMENTS OPTIONS & Acirc; ILO& eth; :
WARRANTS GIVING THE RIGHT TO BE PAID IN CASH AND, OR
TO ORDINARY EXISTING SHARES AND, OR TO BE ISSUED; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION NR. 16 OF THE COMBINED
SHAREHOLDERS MEETING OF 21 MAY 2007; TO CANCEL,
EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION THEREOF,
THE AUTHORITY GRANTED BY RESOLUTION NR. 16 OF THE
COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007 TO
CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF HOLDERS OF OPTIONS GIVING RIGHT TO
SUBSCRIBE TO SHARES OF ORANGE S.A HAVING SIGNED A
LIQUIDITY CONTRACT WITH THE COMPANY AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES& Acirc; AUTHORITY EXPIRES AT THE END OF 18 MONTH
PERIOD& eth;
PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, BY WAY OF ISSUING ORDINARY
SHARES OR SECURITIES, IN FAVOR OF EMPLOYEES AND FORMER
EMPLOYEES WHO ARE MEMBERS OF A SAVINGS PLAN OF THE
GROUP FRANCE TELECOM OR BY THE ALLOCATION FREE OF
CHARGE, OF ORDINARY EXISTING OR FUTURE SHARES OF THE
COMPANY; THE CEILING OF THE NOMINAL AMOUNT OF CAPITAL
INCREASE OF FRANCE TELECOM RESULTING FROM THE ISSUES
CARRIED OUT BY VIRTUE OF THE PRESENT DELEGATION IS SET
AT EUR 500,000,000.00 & Acirc; THIS CEILING IS DIFFERENT
FROM THE CEILINGS OF CAPITAL INCREASE CARRIED OUT BY
WAY OF ISSUING ORDINARY SHARES OR SECURITIES
AUTHORIZED BY RESOLUTIONS NR. 8 TO 14 OF THE COMBINED
SHAREHOLDERS MEETING OF 21 MAY 2007 AND THE PREVIOUS
RESOLUTIONS NR. 13 AND 14; THE CEILING OF THE NOMINAL
AMOUNT OF CAPITAL INCREASES OF FRANCE TELECOM
RESULTING FROM THE ISSUES CARRIED OUT BY VIRTUE OF THE
PRESENT DELEGATION, BY CAPITALIZING RESERVES, PROFITS
OR PREMIUMS IS SET AT EUR 500,000,000.00 & Acirc; THIS
CEILING IS DIFFERENT FROM THE CEILING SET FORTH IN
RESOLUTION NR. 19 OF THE COMBINED SHAREHOLDERS
MEETING OF 21 MAY 2007& eth; ; TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF
BENEFICIARIES AFOREMENTIONED; APPROVE TO CANCEL
EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION THEREOF,
THE AUTHORITY GRANTED BY RESOLUTION NR. 21 OF THE
COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES& Acirc; AUTHORITY EXPIRES AT THE END OF 18 MONTH
PERIOD& eth;
PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A
STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10% OF THE
SHARE CAPITAL OVER A 24 MONTH PERIOD; APPROVE TO
CANCEL, EFFECTIVE IMMEDIATELY, FOR THE UNUSED PORTION
THEREOF, THE AUTHORITY GRANTED BY RESOLUTION NR. 22 OF
THE COMBINED SHAREHOLDERS MEETING OF 21 MAY 2007
& Acirc; AUTHORITY EXPIRES AT THE END OF 18 MONTH PERIOD& eth;
PROPOSAL #E.17: GRANT FULL POWERS TO THE BEARER OF AN ISSUER YES FOR FOR
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRASER PAPERS INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. RORKE B. BRYAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT MR. JACK L. COCKWELL AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT MR. PAUL E. GAGNE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT MR. DOMINIC GAMMIERO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT MR. J. PETER GORDON AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT MR. ROBERT J. HARDING AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #1.7: ELECT MR. ALDEA LANDRY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT MR. MARGOT NORTHEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT MR. SAMUEL J.B. POLLOCK AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #2.: APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #3.: APPROVE THE PASSAGE OF STOCK OPTION PLAN ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FREEPORT-MCMORAN COPPER & GOLD INC.
TICKER: FCX CUSIP: 35671D857
MEETING DATE: 7/10/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RICHARD C. ADKERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. ALLISON, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. DAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERALD J. FORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H. DEVON GRAHAM, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. BENNETT JOHNSTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES C. KRULAK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BOBBY LEE LACKEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JON C. MADONNA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DUSTAN E. MCCOY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GABRIELLE K. MCDONALD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. MOFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B.M. RANKIN, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. STAPLETON ROY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN H. SIEGELE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. TAYLOR WHARTON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT AUDITORS.
PROPOSAL #03: ADOPTION OF THE PROPOSED AMENDMENTS TO ISSUER YES FOR FOR
THE 2006 STOCK INCENTIVE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MED CARE AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/20/2008 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 2007 FY WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO
SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL
CODE, AND APPROVAL OF THE FINANCIAL STATEMENTS FOR THE
2007 FY
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 668,683,462.20 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.54 PER ORDINARY SHARE
AND EUR 0.56 PER PREFERRED SHARE EUR 508,462,978.66
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE:
21 MAY 2008
PROPOSAL #3.: RATIFICATION OF THE ACTS OF THE GENERAL ISSUER NO N/A N/A
PARTNER
PROPOSAL #4.: RATIFICATION OF THE ACTS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD; DR. GERD KRICK, DR. DIETERSCHENK,
PROF. DR. BERND FAHRHOLZ, DR. WALTER L. WEISMAN, MR.
JOHN GERHARD KRINGEL AND MR. WILLIAM P. JOHNSTON
PROPOSAL #5.: APPOINTMENT OF THE AUDITORS FOR THE 2008 ISSUER NO N/A N/A
FY.: KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, FRANKFURT
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESENIUS MEDICAL CARE AG & CO. KGAA
TICKER: FMS CUSIP: 358029106
MEETING DATE: 5/20/2008 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 2007
PROPOSAL #02: RESOLUTION ON THE APPLICATION OF PROFIT ISSUER YES FOR FOR
PROPOSAL #03: RESOLUTION ON THE DISCHARGE OF THE ISSUER YES FOR FOR
GENERAL PARTNER
PROPOSAL #04: RESOLUTION ON THE DISCHARGE OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #05: ELECTION OF THE AUDITORS AND GROUP ISSUER YES FOR FOR
AUDITORS FOR THE FINANCIAL YEAR 2008
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRESH DEL MONTE PRODUCE INC.
TICKER: FDP CUSIP: G36738105
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MAHER ABU-GHAZALEH ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL J. BERTHELOT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DR. ELIAS K. HEBEKA ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE COMPANY'S FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE 2007 FISCAL YEAR ENDED DECEMBER 28,
2007.
PROPOSAL #03: APPROVAL OF ERNST & YOUNG LLP ( ERNST & ISSUER YES FOR FOR
YOUNG ) AS INDEPENDENT AUDITORS TO THE COMPANY FOR THE
2008 FISCAL YEAR ENDING DECEMBER 26, 2008.
PROPOSAL #04: APPROVAL OF THE SIXTH AMENDMENT TO THE ISSUER YES FOR FOR
COMPANY'S 1999 SHARE INCENTIVE PLAN, AS AMENDED TO
INCREASE BY 3,000,000 THE NUMBER OF ORDINARY SHARES
(AS SUCH TERM IS DEFINED IN THE PLAN) WITH RESPECT TO
WHICH OPTIONS MAY BE GRANTED THEREUNDER, BE APPROVED
AND RATIFIED.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJI HEAVY INDUSTRIES LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJIFILM HOLDINGS CORPORATION
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE APPROPRIATION OF RETAINED ISSUER YES FOR FOR
EARNINGS
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR FOR
ALLOWANCE FOR RETIRING DIRECTORS
PROPOSAL #5.: APPROVE PROVISION OF RETIREMENT ISSUER YES FOR FOR
ALLOWANCE FOR RETIRING CORPORATE AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJITSU FRONTECH LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3: APPROVE PAYMENT OF ACCRUED BENEFITS ISSUER YES AGAINST AGAINST
ASSOCIATED WITH ABOLITION OF RETIREMENTBENEFIT SYSTEM
FOR CURRENT CORPORATE OFFICERS
PROPOSAL #4: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
PROPOSAL #5: APPROVE DETAILS OF COMPENSATION AS STOCK ISSUER YES FOR FOR
OPTIONS FOR CORPORATE OFFICERS
PROPOSAL #6: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
AND CORPORATE AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJITSU LIMITED
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: AMEND THE ARTICLES OF INCORPORATION ISSUER YES FOR FOR
PROPOSAL #2.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #2.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #3.3: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE PAYMENT OF BONUSES TO CORPORATE ISSUER YES FOR FOR
OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUKUOKA FINANCIAL GROUP INC, FUKUOKA
TICKER: N/A CUSIP: N/A
MEETING DATE: 8/30/2007 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
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUKUOKA FINANCIAL GROUP,INC.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #2: REDUCE AUTHORIZED CAPITAL TO 1818.887M ISSUER YES FOR FOR
SHS., ELIMINATE ARTICLES ASSOCIATEDWITH CLASS 2 SHARES
PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4: APPOINT A CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #5.1: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES FOR FOR
PROPOSAL #5.2: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #5.3: APPOINT A SUBSTITUTE CORPORATE AUDITOR ISSUER YES AGAINST AGAINST
PROPOSAL #6: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FYFFES PLC (FORMERLY FII-FYFFES PLC)
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORTS OF THE DIRECTORS AND ISSUER YES FOR FOR
THE AUDITOR AND THE ACCOUNTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.A: RE-ELECT MR. D.V. MCCANN ISSUER YES FOR FOR
PROPOSAL #3.B: RE-ELECT MR. J.D. MCCOURT ISSUER YES FOR FOR
PROPOSAL #3.C: RE-ELECT MR. J.M. O DWYER ISSUER YES FOR FOR
PROPOSAL #4.: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR FOR
AUDITOR'S REMUNERATION
PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR FOR
RELEVANT SECURITIES
PROPOSAL #6.A: APPROVE TO DIS-APPLY THE STATUTORY PRE- ISSUER YES FOR FOR
EMPTION RIGHTS IN CERTAIN CIRCUMSTANCES
PROPOSAL #6.B: AUTHORIZE THE COMPANY TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES OF ITS OWN SHARES
PROPOSAL #6.C: GRANT AUTHOIRTY TO RE-ISSUE PRICE RANGE ISSUER YES FOR FOR
OF TREASURY SHARES
PROPOSAL #6.D: AMEND THE ARTICLES TO PROVIDE FOR ISSUER YES FOR FOR
ELECTRONIC COMMUNICATIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GALENICA AG, BERN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: GALENICA AG, BERN
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, ANNUAL ISSUER YES FOR FOR
FINANCIAL STATEMENTS OF GALENCIA AG AND CONSOLIDATED
FINANCIAL STATEMENTS OF GALENICA GROUP, AND THE REPORT
OF THE AUDITORS AND GROUP AUDITORS
PROPOSAL #2.: RECEIVE THE REPORT OF COMPENSATION ISSUER YES FOR FOR
& Acirc; CONSULTATIVE VOTING& eth;
PROPOSAL #3.: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE MANAGEMENT
PROPOSAL #4.: APPROVE THAT THE ALLOCATION OF THE ISSUER YES FOR FOR
AVAILABLE EARNINGS FOR 2007 AS FOLLOWS: PROFIT BROUGHT
FORWARD FROM THE PREVIOUS YEAR: CHF 2,862,165; PROFIT
OF THE YEAR: CHF 42,464,887; PROFIT OF BALANCE SHEET:
CHF 45,327,052; APPROPRIATION OF AVAILABLE EARNINGS:
DIVIDEND CHF 6.00 PER REGISTERED SHARE & Acirc; N 0.10& eth; CHF
39,000,000 AND PROFIT TO BE CARRIED FORWARD: CHF
6,327,052
PROPOSAL #5.: AMEND ARTICLE 3A PARAGRAPH 1 OF THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION & Acirc; AUTHORIZED SHARECAPITAL& eth;
PROPOSAL #6.1.A: RE-ELECT DR. PAUL FASEL TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS, FOR A 3-YEAR TERM
PROPOSAL #6.1.B: RE-ELECT MS. ETIENNE JORNOD TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS, FOR A 3-YEAR TERM
PROPOSAL #6.2.A: ELECT MS. DANIELA BOSSHARDT- ISSUER YES FOR FOR
HENGARTNER TO THE BOARD OF DIRECTORS, FOR A 3-YEAR TERM
PROPOSAL #6.2.B: ELECT MR. JACQUES THEURILLAT TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS, FOR A 3-YEAR TERM
PROPOSAL #6.3: RE-ELECT ERNST & YOUNG LTD., BERNE, FOR ISSUER YES FOR FOR
A FURTHER PERIOD OF 1 YEAR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GAMESTOP CORP.
TICKER: GME CUSIP: 36467W109
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LEONARD RIGGIO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. (MICKEY) STEINBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERALD R. SZCZEPANSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE S. ZILAVY ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE AMENDMENT AND ISSUER YES FOR FOR
RESTATEMENT OF THE AMENDED AND RESTATED GAMESTOP CORP.
SUPPLEMENTAL COMPENSATION PLAN.
PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
BDO SEIDMAN, LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR
ENDING JANUARY 31, 2009.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GARTNER INC.
TICKER: IT CUSIP: 366651107
MEETING DATE: 6/5/2008 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: KAREN E. DYKSTRA 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 FOR FOR
ELECTION OF DIRECTOR: JOHN R. JOYCE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEPHEN G. PAGLIUCA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES C. SMITH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY W. UBBEN ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS GARTNER'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GAZPROM O A O
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF OAO GAZPROM ISSUER YES FOR FOR
FOR 2007.
PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTING ISSUER YES FOR FOR
STATEMENTS, INCLUDING THE PROFIT AND LOSS REPORT OF
THE COMPANY BASED ON THE RESULTS OF 2007.
PROPOSAL #3.: APPROVE THE DISTRIBUTION OF PROFIT OF ISSUER YES FOR FOR
THE COMPANY BASED ON THE RESULTS OF 2007.
PROPOSAL #4.: APPROVE THE AMOUNT OF, TIME PERIOD AND ISSUER YES FOR FOR
FORM OF PAYMENT OF ANNUAL DIVIDENDS ONTHE COMPANYS
SHARES THAT HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS OF THE COMPANY.
PROPOSAL #5.: APPROVE CLOSED JOINT STOCK COMPANY ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AUDIT AS THE COMPANYS EXTERNAL
AUDITOR.
PROPOSAL #6.: PAY REMUNERATION TO MEMBERS OF THE BOARD ISSUER YES AGAINST AGAINST
OF DIRECTORS AND AUDIT COMMISSION OFTHE COMPANY IN
THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF
THE COMPANY.
PROPOSAL #7.: APPROVE THE AMENDMENTS TO THE CHARTER OF ISSUER YES FOR FOR
OAO GAZPROM.
PROPOSAL #8.: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR FOR
ON THE GENERAL SHAREHOLDERS; MEETINGOF OAO GAZPROM.
PROPOSAL #9.: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR FOR
ON THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #10.: APPROVE THE AMENDMENT TO THE REGULATION ISSUER YES FOR FOR
ON THE MANAGEMENT COMMITTEE OF OAO GAZPROM.
PROPOSAL #11.: IN ACCORDANCE WITH ARTICLES 77 AND 83 ISSUER YES FOR FOR
OF THE FEDERAL LAW & ; ON JOINT STOCK COMPANIES,& ;
DETERMINE THAT, ON THE BASIS OF THE MARKET VALUE AS
CALCULATED BY ZAO MEZHDUNARODNYI BIZNES TSENTR:
KONSULTATSII, INVESTITSII, OTSENKA (CJSC INTERNATIONAL
BUSINESS CENTER: CONSULTATIONS, INVESTMENTS,
VALUATION), THE PRICE FOR SERVICES TO BE ACQUIRED BY
OAO GAZPROM PURSUANT TO AN AGREEMENT ON INSURING THE
LIABILITY OF MEMBERS OF THE BOARD OF DIRECTORS AND
MANAGEMENT COMMITTEE OF OAO GAZPROM SHOULD AMOUNT TO
THE EQUIVALENT IN RUBLES OF 3.5 MILLION U.S. DOLLARS.
PROPOSAL #12.1: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH GAZPROMBANK (OPEN JOINT STOCK
COMPANY) WILL, UPON THE TERMS AND CONDITIONS ANNOUNCED
BY IT, ACCEPT AND CREDIT FUNDS TRANSFERRED TO
ACCOUNTS OPENED BY OAO GAZPROM AND CONDUCT OPERATIONS
THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO GAZPROMS
INSTRUCTIONS, AS WELL AS AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
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 #12.2: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO WHICH
SBERBANK OF RUSSIA OAO WILL, UPON THE TERMS AND
CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT FUNDS
TRANSFERRED TO ACCOUNTS OPENED BY OAO GAZPROM AND
CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE
WITH OAO GAZPROMS INSTRUCTIONS.
PROPOSAL #12.3: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH THE BANK 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 THE TARIFFS OF THE BANK BEING IN EFFECT AT
THE TIME THE SERVICES ARE PROVIDED.
PROPOSAL #12.4: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO
WHICHSBERBANK OF RUSSIA OAO 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 THE TARIFFS OF SBERBANK OF RUSSIA OAO
BEING IN EFFECT AT THE TIME THE SERVICES ARE PROVIDED.
PROPOSAL #12.5: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: FOREIGN CURRENCY PURCHASE
/ SALE AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK
(OPEN JOINT STOCK COMPANY), TO BE ENTERED INTO UNDER
THE GENERAL AGREEMENT ON THE CONDUCT OF CONVERSION
OPERATIONS BETWEEN OAO GAZPROM AND THE BANK 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 CURRENCY FOR EACH TRANSACTION.
PROPOSAL #12.6: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH OAO GAZPROM WILL GRANT SURETYSHIPS
TO SECURE PERFORMANCE OF OAO GAZPROMS SUBSIDIARIES
OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY)
WITH RESPECT TO THE BANKS GUARANTEES ISSUED TO THE
RUSSIAN FEDERATIONS TAX AUTHORITIES IN CONNECTION WITH
THE SUBSIDIARIES CHALLENGING SUCH TAX AUTHORITIES
CLAIMS IN COURT, IN AN AGGREGATE MAXIMUM SUM
EQUIVALENT TO 500 MILLION U.S. DOLLARS AND FOR A
PERIOD OF NOT MORE THAN 14 MONTHS.
PROPOSAL #12.7: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO WHICH
OAO GAZPROM WILL GRANT SURETYSHIPS TO SECURE
PERFORMANCE OF OAO GAZPROMS SUBSIDIARIES OBLIGATIONS
TO SBERBANK OF RUSSIA OAO WITH RESPECT TO THE BANKS
GUARANTEES ISSUED TO THE RUSSIAN FEDERATIONS TAX
AUTHORITIES IN CONNECTION WITH THE SUBSIDIARIES
CHALLENGING SUCH TAX AUTHORITIES CLAIMS IN COURT, IN
AN AGGREGATE MAXIMUM SUM EQUIVALENT TO 1 BILLION U.S.
DOLLARS AND FOR A PERIOD OF NOT MORE THAN 14 MONTHS.
PROPOSAL #12.8: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH OAO GAZPROM WILL GRANT SURETYSHIPS
TO SECURE PERFORMANCE OF OAO GAZPROMS SUBSIDIARIES
OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY)
WITH RESPECT TO THE BANKS GUARANTEES ISSUED TO THE
RUSSIAN FEDERATIONS TAX AUTHORITIES RELATED TO SUCH
COMPANIES OBLIGATIONS TO PAY EXCISE TAXES IN
CONNECTION WITH EXPORTS OF PETROLEUM PRODUCTS THAT ARE
SUBJECT TO EXCISE TAXES, AND EVENTUAL PENALTIES, IN A
MAXIMUM SUM OF 900 MILLION RUBLES AND FOR A PERIOD OF
NOT MORE THAN 14 MONTHS.
PROPOSAL #12.9: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO BELTRANSGAZ PURSUANT TO WHICH OAO
GAZPROM WILL GRANT TO OAO BELTRANSGAZ TEMPORARY
POSSESSION AND USE OF THE FACILITIES OF THE YAMAL
EUROPE TRUNK GAS PIPELINE SYSTEM AND RELATED SERVICE
EQUIPMENT THAT ARE SITUATED IN THE TERRITORY OF THE
REPUBLIC OF BELARUS FOR A PERIOD OF NOT MORE THAN 12
MONTHS AND OAO BELTRANSGAZ WILL MAKE PAYMENT FOR USING
SUCH PROPERTY IN A MAXIMUM SUM OF 5.7 BILLION RUBLES.
PROPOSAL #12.10: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZPROMREGIONGAZ PURSUANT TO WHICH OAO
GAZPROM WILL GRANT TO OAO GAZPROMREGIONGAZ TEMPORARY
POSSESSION AND USE OF THE PROPERTY COMPLEX OF THE GAS
DISTRIBUTION SYSTEM, COMPRISED OF FACILITIES DESIGNED
TO TRANSPORT AND SUPPLY GAS DIRECTLY TO CONSUMERS (GAS
OFFTAKING PIPELINES, GAS DISTRIBUTION PIPELINES,
INTERTOWNSHIP AND STREET GAS PIPELINES, HIGH-, MEDIUM-
AND LOW-PRESSURE GAS PIPELINES, GAS FLOW CONTROL
STATIONS AND BUILDINGS), FOR A PERIOD OF NOT MORE THAN
12 MONTHS AND OAO GAZPROMREGIONGAZ WILL MAKE PAYMENT
FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 848
MILLION RUBLES.
PROPOSAL #12.11: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO GAZKOMPLEKTIMPEKS PURSUANT TO WHICH
OAO GAZPROM WILL GRANT TO OOO GAZKOMPLEKTIMPEKS
TEMPORARY POSSESSION AND USE OF THE FACILITIES OF THE
METHANOL PIPELINE RUNNING FROM THE KOROTCHAEVO STATION
TO THE PETROLEUM STORAGE DEPOT OF THE ZAPOLYARNOYE
GAS-OIL-CONDENSATE FIELD FOR A PERIOD OF NOT MORE THAN
12 MONTHS AND OOO GAZKOMPLEKTIMPEKS WILL MAKE PAYMENT
FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 365
MILLION RUBLES.
PROPOSAL #12.12: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO STIMUL PURSUANT TO WHICH OAO GAZPROM
WILL GRANT TO ZAO STIMUL TEMPORARY POSSESSION AND USE
OF THE WELLS AND DOWNHOLE AND ABOVEGROUND WELL
EQUIPMENT WITHIN THE EASTERN SEGMENT OF THE
ORENBURGSKOYE OIL AND GASCONDENSATE FIELD FOR A PERIOD
OF NOT MORE THAN 12 MONTHS AND ZAO STIMUL WILL MAKE
PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF
1.1 BILLION RUBLES.
PROPOSAL #12.13: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZPROMTRUBINVEST PURSUANT TO WHICH
OAO GAZPROM WILL GRANT TO OAO GAZPROMTRUBINVEST
TEMPORARY POSSESSION AND USE OF THE BUILDING AND
EQUIPMENT OF A TUBING AND CASING MANUFACTURING
FACILITY WITH A THERMAL TREATMENT SHOP AND PIPE
COATING UNIT, SITUATED IN THE KOSTROMSKAYA REGION,
TOWN OF VOLGORECHENSK, FOR A PERIOD OF NOT MORE THAN
12 MONTHS AND OAO GAZPROMTRUBINVEST WILL MAKE PAYMENT
FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 179
MILLION RUBLES.
PROPOSAL #12.14: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO LAZURNAYA PURSUANT TO WHICH OAO
GAZPROM WILL GRANT TO OAO LAZURNAYA TEMPORARY
POSSESSION AND USE OF THE PROPERTY OF THE FIRST AND
SECOND UNITS OF THE LAZURNAYA PEAK HOTEL COMPLEX,
SITUATED IN THE CITY OF SOCHI, FOR A PERIOD OF NOT
MORE THAN 12 MONTHS AND OAO LAZURNAYA WILL MAKE
PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF
109 MILLION RUBLES.
PROPOSAL #12.15: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO TSENTRENERGOGAZ OF OAO GAZPROM
PURSUANT TO WHICH OAO GAZPROM WILL GRANT TO DOAO
TSENTRENERGOGAZ OF OAO GAZPROM TEMPORARY POSSESSION
AND USE OF THE BUILDING AND EQUIPMENT OF THE REPAIR
AND MACHINING SHOP AT THE HOME BASE OF THE OIL AND GAS
PRODUCTION DEPARTMENT FOR THE ZAPOLYARNOYE GAS-OIL-
CONDENSATE FIELD, SITUATED IN THE YAMALO-NENETSKIY
AUTONOMOUS AREA, TAZOVSKIY DISTRICT, TOWNSHIP OF
NOVOZAPOLYARNYI, FOR A PERIOD OF NOT MORE THAN 12
MONTHS AND DOAO TSENTRENERGOGAZ OF OAO GAZPROM WILL
MAKE PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM
OF 52 MILLION RUBLES.
PROPOSAL #12.16: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO GAZPROMTRANS PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OOO GAZPROMTRANS TEMPORARY
POSSESSION AND USE OF THE INFRASTRUCTURE FACILITIES OF
THE RAILWAY STATIONS OF THE SURGUTSKIY CONDENSATE
STABILIZATION PLANT AND OF THE SERNAYA RAILWAY
STATION, AS WELL AS THE FACILITIES OF THE RAILWAY
STATION SITUATED IN THE TOWN OF SLAVYANSK-NA-KUBANI,
FOR A PERIOD OF NOT MORE THAN 12 MONTHS AND OOO
GAZPROMTRANS WILL MAKE PAYMENT FOR USING SUCH PROPERTY
IN A MAXIMUM SUM OF 800 MILLION RUBLES.
PROPOSAL #12.17: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO TSENTRGAZ PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OAO TSENTRGAZ TEMPORARY POSSESSION
AND USE OF THE SPORTS COMPLEX SITUATED IN THE TULSKAYA
REGION, SHCHOKINSKIY DISTRICT, TOWNSHIP OF GRUMANT,
FOR A PERIOD OF NOT MORE THAN 12 MONTHS AND OAO
TSENTRGAZ WILL MAKE PAYMENT FOR USING SUCH PROPERTY IN
A MAXIMUM SUM OF 18 MILLION RUBLES.
PROPOSAL #12.18: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO GAZPROM
WILL GRANT OAO PROMGAZ TEMPORARY POSSESSION AND USE OF
EXPERIMENTAL PROTOTYPES OF GASUSING EQUIPMENT (SELF-
CONTAINED MODULAR BOILER INSTALLATION, RECUPERATIVE
AIR HEATER, MINIBOILER UNIT, RADIANT PANEL HEATING
SYSTEM, U-SHAPED RADIANT TUBE, MODULARIZED COMPACT
FULLFUNCTION GAS AND WATER TREATMENT INSTALLATIONS FOR
COAL BED METHANE EXTRACTION WELLS, WELLHEAD
EQUIPMENT, BOREHOLE ENLARGEMENT DEVICE, AND PRESSURE
CORE SAMPLER) FOR A PERIOD OF NOT MORE THAN 12 MONTHS
AND OAO PROMGAZ WILL MAKE PAYMENT FOR USING SUCH
PROPERTY IN A MAXIMUM SUM OF 6 MILLION RUBLES.
PROPOSAL #12.19: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH OAO GAZPROM WILL GRANT GAZPROMBANK
(OPEN JOINT STOCK COMPANY) TEMPORARY POSSESSION AND
USE OF NON-RESIDENTIAL PREMISES SITUATED AT 31 LENINA
STREET, YUGORSK, TYUMENSKAYA REGION FOR A PERIOD OF
NOT MORE THAN 12 MONTHS AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) WILL MAKE PAYMENT FOR USING SUCH
PROPERTY IN A MAXIMUM SUM OF 2 MILLION RUBLES.
PROPOSAL #12.20: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SALAVATNEFTEORGSINTEZ PURSUANT TO
WHICH OAO GAZPROM WILL GRANT OAO SALAVATNEFTEORGSINTEZ
TEMPORARY POSSESSION AND USE OF THE GAS CONDENSATE
PIPELINES RUNNING FROM THE KARACHAGANAKSKOYE GAS
CONDENSATE FIELD TO THE ORENBURGSKIY GAS REFINERY FOR
A PERIOD OF NOT MORE THAN 12 MONTHS AND OAO
SALAVATNEFTEORGSINTEZ WILL MAKE PAYMENT FOR USING SUCH
PROPERTY IN A MAXIMUM SUM OF 400 THOUSAND RUBLES.
PROPOSAL #12.21: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VOSTOKGAZPROM PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OAO VOSTOKGAZPROM TEMPORARY
POSSESSION AND USE OF AN M-468R SPECIAL-PURPOSE
COMMUNICATIONS INSTALLATION FOR A PERIOD OF NOT MORE
THAN 12 MONTHS AND OAO VOSTOKGAZPROM WILL MAKE PAYMENT
FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 134
THOUSAND RUBLES.
PROPOSAL #12.22: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO GAZPROM EXPORT PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OOO GAZPROM EXPORT TEMPORARY
POSSESSION AND USE OF AN M-468R SPECIAL-PURPOSE
COMMUNICATIONS INSTALLATION FOR A PERIOD OF NOT MORE
THAN 12 MONTHS AND OOO GAZPROM EXPORT WILL MAKE
PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF
133 THOUSAND RUBLES.
PROPOSAL #12.23: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO GAZTELECOM PURSUANT TO WHICH OAO
GAZPROM WILL GRANT ZAO GAZTELECOM TEMPORARY POSSESSION
AND USE OF COMMUNICATIONS FACILITIES COMPRISED OF
COMMUNICATIONS LINES, COMMUNICATIONS NETWORKS AND
EQUIPMENT, WHICH ARE LOCATED IN THE CITY OF MOSCOW,
THE CITY OF MALOYAROSLAVETS AND THE CITY OF ROSTOV-ON-
DON, FOR A PERIOD OF NOT MORE THAN 5 YEARS AND ZAO
GAZTELECOM WILL MAKE PAYMENT FOR USING SUCH PROPERTY
IN A MAXIMUM SUM OF 188 MILLION RUBLES.
PROPOSAL #12.24: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO GAZTELECOM PURSUANT TO WHICH OAO
GAZPROM WILL GRANT ZAO GAZTELECOM TEMPORARY POSSESSION
AND USE OF COMMUNICATIONS FACILITIES COMPRISED OF
BUILDINGS, COMMUNICATIONS LINES, COMMUNICATIONS
NETWORKS, CABLE DUCT SYSTEMS AND EQUIPMENT, WHICH ARE
LOCATED IN THE CITY OF MOSCOW, THE CITY OF
MALOYAROSLAVETS, THE CITY OF ROSTOV-ON-DON, THE CITY
OF KALININGRAD, IN THE SMOLENSKAYA REGION OF THE
RUSSIAN FEDERATION AND IN THE TERRITORY OF THE
REPUBLIC OF BELARUS, FOR A PERIOD OF NOT MORE THAN 12
MONTHS AND ZAO GAZTELECOM WILL MAKE PAYMENT FOR USING
SUCH PROPERTY IN A MAXIMUM SUM OF 110 MILLION RUBLES.
PROPOSAL #12.25: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH THE BANK WILL ISSUE GUARANTEES TO
THE RUSSIAN FEDERATIONS CUSTOMS AUTHORITIES WITH
RESPECT TO THE OBLIGATIONS OF OAO GAZPROM AS A CUSTOMS
BROKER TO PAY CUSTOMS PAYMENTS AND EVENTUAL INTEREST
AND PENALTIES, IN A MAXIMUM SUM OF 50 MILLION RUBLES,
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 #12.26: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO
GAZPROM WILL DELIVER AND OOO MEZHREGIONGAZ WILL ACCEPT
(OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE THAN 311
BILLION CUBIC METERS, DELIVERABLE MONTHLY, AND WILL
PAY FOR GAS A MAXIMUM SUM OF 740 BILLION RUBLES.
PROPOSAL #12.27: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO
GAZPROM WILL DELIVER AND OOO MEZHREGIONGAZ WILL ACCEPT
(OFF-TAKE) GAS PURCHASED BY OAO GAZPROM FROM
INDEPENDENT ENTITIES AND STORED IN UNDERGROUND GAS
STORAGE FACILITIES, IN AN AMOUNT OF NOT MORE THAN
3.841 BILLION CUBIC METERS FOR A MAXIMUM SUM OF 10
BILLION RUBLES.
PROPOSAL #12.28: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OOO
MEZHREGIONGAZ UNDERTAKES UNDER INSTRUCTIONS OF OAO
GAZPROM AND FOR A FEE OF NOT MORE THAN 168.2 MILLION
RUBLES, IN ITS OWN NAME, BUT FOR OAO GAZPROMS 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 7.5 BILLION
CUBIC METERS FOR A MAXIMUM SUM OF 16.82 BILLION
PROPOSAL #12.29: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OOO
MEZHREGIONGAZ WILL DELIVER AND OAO GAZPROM WILL ACCEPT
(OFF-TAKE) GAS PURCHASED BY OOO MEZHREGIONGAZ FROM
INDEPENDENT ENTITIES, IN AN AMOUNT OF NOT MORE THAN
14.1 BILLION CUBIC METERS FOR A MAXIMUM SUM OF 41.6
BILLION RUBLES.
PROPOSAL #12.30: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO NORTHGAS PURSUANT TO WHICH ZAO
NORTHGAS WILL DELIVER AND OAO GAZPROM WILL ACCEPT
(OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE THAN 4.75
BILLION CUBIC METERS, DELIVERABLE MONTHLY, AND WILL
PAY FOR GAS A MAXIMUM SUM OF 3.4 BILLION RUBLES.
PROPOSAL #12.31: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO NOVATEK PURSUANT TO WHICH OAO GAZPROM
WILL DELIVER AND OAO NOVATEK WILL ACCEPT (OFF-TAKE)
GAS IN AN AMOUNT OF NOT MORE THAN 2 BILLION CUBIC
METERS AND WILL PAY FOR GAS A MAXIMUM SUM OF 2.41
BILLION RUBLES.
PROPOSAL #12.32: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SEVERNEFTEGAZPROM PURSUANT TO WHICH
OAO SEVERNEFTEGAZPROM WILL DELIVER AND OAO GAZPROM
WILL ACCEPT (OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE
THAN 16.25 BILLION CUBIC METERS AND WILL PAY FOR GAS A
MAXIMUM SUM OF 16.2 BILLION RUBLES.
PROPOSAL #12.33: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO 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 1.2 BILLION RUBLES.
PROPOSAL #12.34: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO 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 42 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 57 BILLION
PROPOSAL #12.35: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO 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 3.7 BILLION 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 2.32 BILLION RUBLES.
PROPOSAL #12.36: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO 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 37 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 30.4 BILLION RUBLES.
PROPOSAL #12.37: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SIBUR HOLDING PURSUANT TO WHICH OAO
GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR
THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT
MORE THAN 1 BILLION CUBIC METERS AND OAO SIBUR HOLDING
WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR
THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 600 MILLION RUBLES.
PROPOSAL #12.38: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO NOVATEK PURSUANT TO WHICH OAO GAZPROM
WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE
INJECTION INTO AND STORAGE IN UNDERGROUND GAS STORAGE
FACILITIES OF GAS OWNED BY OAO NOVATEK IN AN AMOUNT OF
NOT MORE THAN 1.9 BILLION CUBIC METERS AND OAO
NOVATEK WILL PAY FOR THE SERVICES RELATED TO ARRANGING
FOR GAS INJECTION AND STORAGE A MAXIMUM SUM OF 600
MILLION RUBLES, AS WELL AS 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 1.9 BILLION CUBIC METERS AND
OAO NOVATEK WILL PAY FOR THE SERVICES RELATED TO
ARRANGING FOR THE OFF-TAKING OF GAS A MAXIMUM SUM OF
PROPOSAL #12.39: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND A/S LATVIJAS G ZE PURSUANT TO WHICH OAO
GAZPROM WILL SELL AND A/S LATVIJAS G ZE WILL PURCHASE
GAS AS FOLLOWS: IN AN AMOUNT OF NOT MORE THAN 600
MILLION CUBIC METERS FOR A MAXIMUM SUM OF 198 MILLION
EUROS IN THE SECOND HALF OF 2008 AND IN AN AMOUNT OF
NOT MORE THAN 700 MILLION CUBIC METERS FOR A MAXIMUM
SUM OF 231 MILLION EUROS IN THE FIRST HALF OF 2009.
PROPOSAL #12.40: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND AB LIETUVOS DUJOS PURSUANT TO WHICH OAO
GAZPROM WILL SELL AND AB LIETUVOS DUJOS WILL PURCHASE
GAS AS FOLLOWS: IN AN AMOUNT OF NOT MORE THAN 800
MILLION CUBIC METERS FOR A MAXIMUM SUM OF 270 MILLION
EUROS IN THE SECOND HALF OF 2008 AND IN AN AMOUNT OF
NOT MORE THAN 1 BILLION CUBIC METERS FOR A MAXIMUM SUM
OF 330 MILLION EUROS IN THE FIRST HALF OF 2009.
PROPOSAL #12.41: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND UAB KAUNO TERMOFIKACIJOS ELEKTRIN
PURSUANT TO WHICH OAO GAZPROM WILL SELL AND UAB KAUNO
TERMOFIKACIJOS ELEKTRIN WILL PURCHASE GAS AS FOLLOWS:
IN AN AMOUNT OF NOT MORE THAN 200 MILLION CUBIC
METERS FOR A MAXIMUM SUM OF 32 MILLION EUROS IN THE
SECOND HALF OF 2008 AND IN AN AMOUNT OF NOT MORE THAN
250 MILLION CUBIC METERS FOR A MAXIMUM SUM OF 83
MILLION EUROS IN THE FIRST HALF OF 2009.
PROPOSAL #12.42: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND MOLDOVAGAZ S.A. PURSUANT TO WHICH OAO
GAZPROM WILL DELIVER AND MOLDOVAGAZ S.A. WILL ACCEPT
(OFF-TAKE) IN 2009 GAS IN AN AMOUNT OF NOT MORE THAN
3.3 BILLION CUBIC METERS AND WILL PAY FOR GAS A
MAXIMUM SUM OF 594 MILLION U.S. DOLLARS.
PROPOSAL #12.43: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND MOLDOVAGAZ S.A. PURSUANT TO WHICH IN 2009
MOLDOVAGAZ S.A. WILL PROVIDE SERVICES RELATED TO THE
TRANSPORTATION OF GAS IN TRANSIT MODE ACROSS THE
TERRITORY OF THE REPUBLIC OF MOLDOVA IN AN AMOUNT OF
NOT MORE THAN 22.3 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 55.6 MILLION U.S. DOLLARS.
PROPOSAL #12.44: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND KAZROSGAZ LLP PURSUANT TO WHICH KAZROSGAZ
LLP WILL SELL AND OAO GAZPROM WILL PURCHASE IN 2009
GAS IN AN AMOUNT OF NOT MORE THAN 1.1 BILLION CUBIC
METERS FOR A MAXIMUM SUM OF 110 MILLION U.S. DOLLARS.
PROPOSAL #12.45: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND KAZROSGAZ LLP PURSUANT TO WHICH IN 2009
OAO GAZPROM WILL PROVIDE SERVICES RELATED TO THE
TRANSPORTATION ACROSS THE TERRITORY OF THE RUSSIAN
FEDERATION OF GAS OWNED BY KAZROSGAZ LLP IN AN AMOUNT
OF NOT MORE THAN 8.2 BILLION CUBIC METERS AND
KAZROSGAZ LLP WILL PAY FOR THE SERVICES RELATED TO THE
TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 22.3 MILLION U.S. DOLLARS.
PROPOSAL #12.46: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO BELTRANSGAZ PURSUANT TO WHICH OAO
GAZPROM WILL SELL AND OAO BELTRANSGAZ WILL PURCHASE IN
2009 GAS IN AN AMOUNT OF NOT MORE THAN 22.1 BILLION
CUBIC METERS FOR A MAXIMUM SUM OF 4.42 BILLION U.S.
DOLLARS, AS WELL AS PURSUANT TO WHICH IN 2009 OAO
BELTRANSGAZ WILL PROVIDE SERVICES RELATED TO THE
TRANSPORTATION OF GAS IN TRANSIT MODE ACROSS THE
TERRITORY OF THE REPUBLIC OF BELARUS IN AN AMOUNT OF
NOT MORE THAN 14.5 BILLION CUBIC METERS VIA THE GAS
TRANSPORTATION SYSTEM OF OAO BELTRANSGAZ AND IN AN
AMOUNT OF NOT MORE THAN 32.8 BILLION CUBIC METERS VIA
THE BYELORUSSIAN SEGMENT OF RUSSIAS YAMAL EUROPE GAS
PIPELINE AND OAO GAZPROM WILL PAY FOR THE SERVICES
RELATED TO THE TRANSPORTATION OF GAS VIA TRUNK GAS
PIPELINES A MAXIMUM SUM OF 500 MILLION U.S. DOLLARS.
PROPOSAL #12.47: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZPROMTRUBINVEST PURSUANT TO WHICH
OAO GAZPROMTRUBINVEST UNDERTAKES, USING IN-HOUSE
AND/OR OUTSIDE PERSONNEL AND RESOURCES, TO PERFORM IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM AN
AGGREGATE OF START-UP AND COMMISSIONING WORK AT OAO
GAZPROMS FACILITIES, WITH THE TIME PERIODS FOR
PERFORMANCE BEING FROM JULY 2008 TO DECEMBER 2008 AND
FROM JANUARY 2009 TO JUNE 2009, AND TO DELIVER THE
RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A MAXIMUM SUM OF 19 MILLION RUBLES.
PROPOSAL #12.48: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO GAZPROMSTROYINZHINIRING PURSUANT TO
WHICH ZAO GAZPROMSTROYINZHINIRING UNDERTAKES, USING
IN-HOUSE AND/OR OUTSIDE PERSONNEL AND RESOURCES, TO
PERFORM IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM AN AGGREGATE OF START-UP AND COMMISSIONING
WORK AT OAO GAZPROMS FACILITIES, WITH THE TIME PERIODS
FOR PERFORMANCE BEING FROM JULY 2008 TO DECEMBER 2008
AND FROM JANUARY 2009 TO JUNE 2009, AND TO DELIVER
THE RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A MAXIMUM SUM OF 100 MILLION RUBLES.
PROPOSAL #12.49: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO YAMALGAZINVEST PURSUANT TO WHICH ZAO
YAMALGAZINVEST UNDERTAKES, USING IN-HOUSE AND/OR
OUTSIDE PERSONNEL AND RESOURCES, TO PERFORM IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM AN
AGGREGATE OF START-UP AND COMMISSIONING WORK AT OAO
GAZPROM'S FACILITIES, WITH THE TIME PERIODS FOR
PERFORMANCE BEING FROM JULY 2008 TO DECEMBER 2008 AND
FROM JANUARY 2009 TO JUNE 2009, AND TO DELIVER THE
RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A MAXIMUM SUM OF 538 MILLION RUBLES.
PROPOSAL #12.50: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ
UNDERTAKES, IN THE EVENT OF LOSS OR DESTRUCTION OF OR
DAMAGE TO, INCLUDING DEFORMATION OF THE ORIGINAL
GEOMETRICAL DIMENSIONS OF THE STRUCTURES OR INDIVIDUAL
ELEMENTS OF, MACHINERY OR EQUIPMENT; LINEAR PORTIONS,
TECHNOLOGICAL EQUIPMENT OR FIXTURES OF TRUNK GAS
PIPELINES, PETROLEUM PIPELINES OR REFINED PRODUCT
PIPELINES; PROPERTY FORMING PART OF WELLS; NATURAL GAS
HELD AT THE FACILITIES OF THE UNIFIED GAS SUPPLY
SYSTEM IN THE COURSE OF TRANSPORTATION OR STORAGE IN
UNDERGROUND GAS STORAGE RESERVOIRS (INSURED PROPERTY),
AS WELL AS IN THE EVENT OF INCURRENCE OF LOSSES BY
OAO GAZPROM AS A RESULT OF AN INTERRUPTION IN
PRODUCTION OPERATIONS DUE TO DESTRUCTION OR LOSS OF OR
DAMAGE TO INSURED PROPERTY (INSURED EVENTS), TO MAKE
PAYMENT OF INSURANCE COMPENSATION TO OAO GAZPROM OR
OAO GAZPROMS SUBSIDIARIES TO WHICH THE INSURED
PROPERTY HAS BEEN LEASED (BENEFICIARIES), UP TO THE
AGGREGATE INSURANCE AMOUNT OF NOT MORE THAN 10
TRILLION RUBLES IN RESPECT OF ALL INSURED EVENTS, AND
OAO GAZPROM UNDERTAKES TO PAY OAO SOGAZ AN INSURANCE
PREMIUM IN A TOTAL MAXIMUM AMOUNT OF 6 BILLION RUBLES,
WITH EACH AGREEMENT HAVING A TERM OF 1 YEAR.
PROPOSAL #12.51: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ
UNDERTAKES, IN THE EVENT THAT HARM IS CAUSED TO THE
LIFE, HEALTH OR PROPERTY OF OTHER PERSONS OR TO THE
ENVIRONMENT AS A RESULT OF AN EMERGENCY OR INCIDENT
THAT OCCURS, AMONGST OTHER THINGS, BECAUSE OF A
TERRORIST ACT AT A HAZARDOUS INDUSTRIAL FACILITY
OPERATED BY OAO GAZPROM (AN INSURED EVENT), TO MAKE AN
INSURANCE PAYMENT TO THE PHYSICAL PERSONS WHOSE LIFE,
HEALTH OR PROPERTY HAS BEEN HARMED, TO THE LEGAL
ENTITIES WHOSE PROPERTY HAS BEEN HARMED OR TO THE
STATE, ACTING THROUGH THOSE AUTHORIZED AGENCIES OF
EXECUTIVE POWER WHOSE JURISDICTION INCLUDES OVERSEEING
PROTECTION OF THE ENVIRONMENT, IN THE EVENT THAT HARM
IS CAUSED TO THE ENVIRONMENT (BENEFICIARIES), AND OAO
GAZPROM UNDERTAKES TO PAY AN INSURANCE PREMIUM IN A
TOTAL MAXIMUM AMOUNT OF 500 THOUSAND RUBLES, WITH EACH
AGREEMENT HAVING A TERM OF 1 YEAR.
PROPOSAL #12.52: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VOSTOKGAZPROM, OOO GAZKOMPLEKTIMPEKS,
GAZPROMBANK (OPEN JOINT STOCK COMPANY), OAO
GAZPROMREGIONGAZ, OOO GAZPROMTRANS, OAO
GAZPROMTRUBINVEST, ZAO GAZTELECOM, OAO
KRASNODARGAZSTROY, OAO LAZURNAYA, OAO PROMGAZ, ZAO
STIMUL, OAO TSENTRGAZ, DOAO TSENTRENERGOGAZ OF OAO
GAZPROM, OOO GAZPROM EXPORT, OAO VNIPIGAZDOBYCHA AND
OAO SALAVATNEFTEORGSINTEZ (THE CONTRACTORS) PURSUANT
TO WHICH THE CONTRACTORS UNDERTAKE TO PROVIDE FROM
AUGUST 29, 2008 TO OCTOBER 15, 2008 IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM THE SERVICES OF
ARRANGING FOR AND PROCEEDING WITH A STOCKTAKING OF THE
PROPERTY, PLANT AND EQUIPMENT OF OAO GAZPROM THAT ARE
TO BE LEASED TO THE CONTRACTORS AND OAO GAZPROM
UNDERTAKES TO PAY FOR SUCH SERVICES A MAXIMUM SUM OF
69.8 MILLION RUBLES.
PROPOSAL #12.53: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 31, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: TECHNICAL AND
ECONOMIC ASSESSMENT OF THE RESOURCE BASE OF
HYDROCARBONS BY THE REPUBLIC OF ABKHAZIA AND
DEVELOPMENT OF PROPOSALS REGARDING THE FORMS OF
COOPERATION BETWEEN OAO GAZPROM AND THE REPUBLIC OF
ABKHAZIA IN THE AREAS OF GEOLOGICAL EXPLORATION WORK,
PRODUCTION OF HYDROCARBONS, SUPPLY OF GAS AND
GASIFICATION; ADJUSTMENT OF THE GENERAL SCHEME OF GAS
SUPPLY AND GASIFICATION FOR THE IRKUTSKAYA REGION ;
DEVELOPMENT OF A GENERAL SCHEME OF GAS SUPPLY AND
GASIFICATION FOR THE REPUBLIC OF ALTAI ; PREPARATION
OF CERTAIN SECTIONS OF THE PROGRAM FOR DEVELOPING THE
FUEL AND ENERGY SECTOR OF THE IRKUTSKAYA REGION
THROUGH 2010-2015 AND OVER THE LONG TERM THROUGH 2030
; AND STUDIES OF THE PRICE ELASTICITY OF DEMAND FOR
NATURAL GAS IN THE REGIONS OF EASTERN SIBERIA AND THE
FAR EAST OVER THE LONG TERM, AND TO DELIVER THE
RESULTS OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULTS OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 156 MILLION
RUBLES.
PROPOSAL #12.54: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 31, 2010, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: ARRANGING FOR
AND CONDUCTING THE SECOND PHASE OF EXPERIMENTAL WORK
TO RESEARCH THE POSSIBILITY OF PRODUCING METHANE FROM
COAL BEDS IN THE FIRST-PRIORITY AREAS IN KUZBASS;
DEVELOPMENT OF A PROGRAM FOR COMPREHENSIVE EXPANSION
OF OAO GAZPROMS CAPABILITIES IN THE AREA OF DEVELOPING
SMALL FIELDS, LOW-PRESSURE GAS FIELDS AND COAL BED
METHANE RESOURCES FOR THE PERIOD THROUGH 2030; AND
GEOLOGICAL AND ECONOMIC EVALUATION OF PROMISING
LICENSABLE AREAS IN EASTERN SIBERIA WHICH WOULD ENABLE
OAO GAZPROM TO CREATE NEW CENTERS OF GAS PRODUCTION
BY 2030, AND TO DELIVER THE RESULTS OF SUCH WORK TO
OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 381.1 MILLION RUBLES.
PROPOSAL #12.55: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO NOVEMBER 30, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF WAYS TO REDUCE THE SHARE OF GAS IN THE STRUCTURE OF
REGIONAL FUEL AND ENERGY BALANCES USING AS EXAMPLE
CERTAIN CONSTITUENT ENTITIES OF THE CENTRAL FEDERAL
CIRCUIT; DEVELOPMENT OF A VERSION OF THE NATIONAL
STANDARD GOST R ISO 13623-2009 OIL AND GAS INDUSTRY
PIPELINE TRANSPORTATION SYSTEMS; PREPARATION OF
FORECASTS OF PRODUCTION AND CONSUMPTION OF ENERGY
RESOURCES OF THE BALTIC STATES FOR THE PERIOD FROM
2007 TO 2020; AND PREPARATION OF RECOMMENDATIONS
REGARDING PROMPT ADJUSTMENT OF OFFTAKING AT THE GROUP
OF FIELDS IN THE NADYM-PUR-TAZOVSKIY AREA IN
ACCORDANCE WITH MARKET REQUIREMENTS, AND TO DELIVER
THE RESULTS OF SUCH WORK TO OAO GAZPROM AND OAO
GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH WORK
AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 51.7
MILLION RUBLES.
PROPOSAL #12.56: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: JUSTIFICATION OF INVESTMENTS IN THE
CONSTRUCTION OF THE SOUTH STREAM GAS PIPELINE AND
JUSTIFICATION OF INVESTMENTS IN THE CREATION OF THE
SAKHALIN KHABAROVSK VLADIVOSTOK GAS TRANSPORTATION
SYSTEM, AND TO DELIVER THE RESULTS OF SUCH WORK TO OAO
GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 708 MILLION RUBLES.
PROPOSAL #12.57: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO NOVEMBER 30, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF A CONCEPT FOR IMPROVING PRODUCTION PROCESSES IN GAS
DISTRIBUTION ORGANIZATIONS; DEVELOPMENT OF A CONCEPT
FOR TECHNOLOGICAL ADVANCEMENT OF GAS DISTRIBUTION
SYSTEMS; DEVELOPMENT OF PROPOSALS DESIGNED TO INCREASE
THE OPERATING EFFICIENCY OF GAS DISTRIBUTION
ORGANIZATIONS; DEVELOPMENT OF A REGULATORY FRAMEWORK
RELATED TO THE OPERATION OF GAS DISTRIBUTION SYSTEMS;
CREATION OF OAO GAZPROMS STANDARDS FOR DRAFTING
ENVIRONMENTAL IMPACT ASSESSMENT AND ENVIRONMENTAL
PROTECTION SECTIONS AND DEVELOPING LAND REHABILITATION
PROJECTS AND SANITARY BUFFER ZONE LAYOUTS AS PART OF
PROJECT DOCUMENTATION FOR THE CONSTRUCTION OF GAS
DISTRIBUTION FACILITIES; AND DEVELOPMENT OF A PROGRAM
FOR THE RECONSTRUCTION OF WATER CONDITIONING
FACILITIES OF OAO GAZPROMS HEAT SUPPLY SYSTEMS, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
137 MILLION RUBLES.
PROPOSAL #12.58: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 30, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF OAO GAZPROMS BUDGETING AND REGULATORY FRAMEWORK
RELATED TO THE CONSTRUCTION OF OIL AND GAS WELLS IN A
MARINE ENVIRONMENT; DEVELOPMENT OF RECOMMENDATIONS
REGARDING THE REHABILITATION OF DISTRIBUTION NETWORKS
ON THE BASIS OF POLYMERIC MATERIALS; DEVELOPMENT OF
OAO GAZPROMS CORPORATE STANDARD (STO GAZPROM) ENTITLED
SCHEDULE OF FEES FOR SERVICES RELATED TO CONDUCT OF
TECHNICAL SUPERVISION OVER THE QUALITY OF CAPITAL
CONSTRUCTION, RECONSTRUCTION AND WORKOVER OF OAO
GAZPROMS OIL AND GAS FACILITIES; FEASIBILITY STUDY
REGARDING THE ESTABLISHMENT OF A SPECIALIZED
SUBSIDIARY, GAZPROMAVTOGAZ, TO OPERATE NATURAL GAS
VEHICLE REFUELLING COMPRESSOR STATIONS AND SELL GAS AS
A MOTOR FUEL; AND DEVELOPMENT OF A GENERAL SCHEME OF
GASIFICATION FOR THE MURMANSKAYA REGION, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
178.1 MILLION RUBLES.
PROPOSAL #12.59: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 31, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF A CONCEPT FOR THE CREATION OF HIGH ENERGY
EFFICIENCY ZONES WITH THE PARTICIPATION OF OAO
GAZPROM; DEVELOPMENT OF A METHODOLOGICAL, REGULATORY
AND INFORMATIONAL FRAMEWORK FOR ENERGY CONSERVATION
AND EFFICIENT UTILIZATION OF FUEL AND ENERGY RESOURCES
BY OAO GAZPROM AND GAS CONSUMERS; PREPARATION OF
GUIDING DOCUMENTS REGARDING THE USE OF NEW MATERIALS,
EQUIPMENT AND TECHNOLOGIES IN GAS DISTRIBUTION
SYSTEMS; CREATION OF A SYSTEM OF COMPREHENSIVE
DIAGNOSTICS OF GAS DISTRIBUTION SYSTEMS FOR THE
INDUSTRY; AND PROSPECTS FOR DEVELOPING SMALL-SCALE
POWER GENERATION CAPACITY ON THE BASIS OF UNTAPPED
HYDROCARBON FIELDS IN THE SOUTHERN FEDERAL CIRCUIT OF
THE RUSSIAN FEDERATION, AND TO DELIVER THE RESULTS OF
SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO
ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR SUCH
WORK A TOTAL MAXIMUM SUM OF 134.2 MILLION RUBLES.
PROPOSAL #12.60: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO NOVEMBER 30, 2010, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: PREPARATION
OF A REGULATION ON OAO GAZPROMS HYDROCARBON FIELD
DEVELOPMENT MANAGEMENT SYSTEM; REVIEW OF
IMPLEMENTATION, AND ADJUSTMENT, OF THE PROGRAMS OF
RECONSTRUCTION OF HEAT SUPPLY SYSTEMS OF OAO GAZPROM
(BOILER EQUIPMENT, HEAT SUPPLY NETWORKS AND
INSTRUMENTATION); AND DEVELOPMENT AND IMPROVEMENT OF
STANDARDS FOR GAS-BURNER DEVICES AND GAS-USING
EQUIPMENT, AND TO DELIVER THE RESULTS OF SUCH WORK TO
OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 35.7 MILLION RUBLES.
PROPOSAL #12.61: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2008, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: TECHNICAL AND ECONOMIC CONSIDERATIONS
REGARDING THE ARRANGEMENT OF DELIVERIES OF NATURAL GAS
FROM THE SAKHALIN ISLAND TO THE PRIMORSKIY PROVINCE
OF THE RUSSIAN FEDERATION AND THE REPUBLIC OF KOREA;
AN INVESTMENT PROPOSAL REGARDING THE CREATION OF GAS
TRANSPORTATION FACILITIES FOR DELIVERING GAS TO
EUROPEAN MARKETS ALONG THE SOUTHERN ROUTE; TECHNICAL
AND ECONOMIC ANALYSIS OF VARIOUS OPTIONS FOR THE
SITING OF AN LNG PLANT FOR SUPPLYING THE ATLANTIC
BASIN MARKET; TECHNICAL AND ECONOMIC CONSIDERATIONS
REGARDING DELIVERIES OF RUSSIAN GAS TO ISRAEL, CYPRUS
AND THE PALESTINIAN TERRITORIES; AND TECHNICAL AND
ECONOMIC ESTIMATES FOR VARIOUS OPTIONS OF GAS
DELIVERIES TO THE KALININGRADSKAYA REGION, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
88.7 MILLION RUBLES.
PROPOSAL #12.62: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: AN INVESTMENT PROPOSAL REGARDING THE
DEVELOPMENT OF OAO GAZPROMS PRODUCTION CAPABILITIES IN
EASTERN SIBERIA AND THE FAR EAST; AN INVESTMENT
PROPOSAL REGARDING THE CONSTRUCTION OF LNG PLANTS FOR
SUPPLYING LIQUEFIED GAS TO THE ATLANTIC BASIN MARKET;
AND JUSTIFICATION OF INVESTMENTS IN THE CREATION OF A
GAS TRANSPORTATION SYSTEM FOR THE KOVYKTINSKOYE FIELD,
AND TO DELIVER THE RESULTS OF SUCH WORK TO OAO
GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 330 MILLION RUBLES.
PROPOSAL #12.63: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 30, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR
OAO GAZPROM COVERING THE FOLLOWING SUBJECTS:
CUSTOMIZATION OF THE ISO 13628 STANDARD OF THE
INTERNATIONAL ORGANIZATION FOR STANDARDIZATION, DESIGN
AND OPERATION OF SUBSEA PRODUCTION SYSTEMS - PART 1:
GENERAL REQUIREMENTS AND RECOMMENDATIONS AND
DEVELOPMENT OF A DATA BASE AND ELECTRONIC INFORMATION
ARCHIVE REGARDING THE MATTERS OF LNG/CNG
TRANSPORTATION BY SEA, AND TO DELIVER THE RESULTS OF
SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO
ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR SUCH
WORK A TOTAL MAXIMUM SUM OF 10.6 MILLION RUBLES.
PROPOSAL #12.64: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2008, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: TECHNICAL AND ECONOMIC CONSIDERATIONS
REGARDING THE CREATION OF AN ORGANIZATIONAL SCHEME FOR
COMMERCIALLY-BASED ACCOUNTING FOR LIQUID HYDROCARBONS
BY OAO GAZPROM; AN INVESTMENT PROPOSAL REGARDING THE
CONSTRUCTION OF AUXILIARY ELECTRIC POWER STATIONS AT
FACILITIES OF OOO GAZPROM TRANSGAZ YEKATERINBURG; AND
AN INVESTMENT PROPOSAL REGARDING THE CONSTRUCTION OF
AUXILIARY ELECTRIC POWER STATIONS AT FACILITIES OF OOO
GAZPROM TRANSGAZ SAMARA, AND TO DELIVER THE RESULTS
OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES
TO ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR
SUCH WORK A TOTAL MAXIMUM SUM OF 14.3 MILLION RUBLES.
PROPOSAL #12.65: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: JUSTIFICATION OF INVESTMENTS IN THE
RECONSTRUCTION OF THE NIZHNYAYA TURA CENTER GAS
PIPELINE SYSTEM AND AN INVESTMENT PROPOSAL REGARDING
THE CREATION OF AN AUTOMATED POWER SUPPLY CONTROL
SYSTEM AT OOO GAZPROM DOBYCHA ASTRAKHAN, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
112.3 MILLION RUBLES.
PROPOSAL #12.66: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR
OAO GAZPROM COVERING THE FOLLOWING SUBJECTS:
DEVELOPMENT OF A CONCEPT AND A PROGRAM FOR BUILDING UP
A UNIFIED BODY OF REGULATORY DOCUMENTS RELATED TO THE
DESIGN, DEVELOPMENT AND IMPLEMENTATION OF AUTOMATED
SYSTEMS FOR CONTROLLING PRODUCTION AND TECHNOLOGICAL
COMPLEXES AT OAO GAZPROMS FACILITIES; DEVELOPMENT OF
OAO GAZPROMS CORPORATE STANDARD (STO GAZPROM) ENTITLED
RULES FOR FREQUENCY AND COVERAGE PLANNING.
DETERMINATION OF FREQUENCY RANGE FOR IMPLEMENTING OAO
GAZPROMS DIGITAL NETWORK OF MOBILE COMMUNICATIONS;
DEVELOPMENT OF MODEL DESIGNS OF COMMUNICATIONS SYSTEMS
FOR THE PERIOD OF CONSTRUCTION OF GAS PRODUCTION,
TRANSPORTATION, PROCESSING AND STORAGE FACILITIES; AND
DEVELOPMENT OF A CONCEPT FOR EXPANDING OAO GAZPROMS
COMMUNICATIONS NETWORK FOR THE PERIOD THROUGH 2020,
AND TO DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM
AND OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF
SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM
OF 41.2 MILLION RUBLES.
PROPOSAL #12.67: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 30, 2010, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR
OAO GAZPROM COVERING THE FOLLOWING SUBJECT:
DEVELOPMENT OF A SET OF STANDARDS DEFINING TECHNICAL
REQUIREMENTS WITH RESPECT TO OAO GAZPROMS
COMMUNICATIONS SYSTEMS AND NETWORKS, AND TO DELIVER
THE RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 81.3 MILLION
RUBLES.
PROPOSAL #12.68: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VNIPIGAZDOBYCHA PURSUANT TO WHICH OAO
VNIPIGAZDOBYCHA UNDERTAKES TO PERFORM DURING THE
PERIOD FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-
INVESTMENT STUDIES FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECTS: JUSTIFICATION OF INVESTMENTS IN
THE DEVELOPMENT OF NEOCOMIAN AND JURASSIC DEPOSITS OF
THE KHARASAVEISKOYE AND BOVANENKOVSKOYE FIELDS AND
THE TRANSPORTATION OF LIQUID HYDROCARBONS FROM YAMAL
PENINSULA FIELDS; TECHNICAL AND ECONOMIC ANALYSIS OF
VARIOUS OPTIONS FOR THE UTILIZATION OF MARGINAL WELLS
AT THE KANCHURINSKO-MUSINSKIY UNDERGROUND GAS STORAGE
COMPLEX COUPLED WITH THE DEVELOPMENT OF AN ENGINEERING
PROJECT OF CYCLIC OPERATION; AND JUSTIFICATION OF
INVESTMENTS IN THE CONSTRUCTION OF A SYSTEM OF
VERTICAL DRAINAGE OF WATER FROM THE DOME OF
UNDERFLOODING AT THE ASTRAKHAN GAS REFINERY, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
650 MILLION RUBLES.
PROPOSAL #12.69: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VNIPIGAZDOBYCHA PURSUANT TO WHICH OAO
VNIPIGAZDOBYCHA UNDERTAKES TO PERFORM DURING THE
PERIOD FROM JANUARY 1, 2009 TO DECEMBER 31, 2010, IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-
INVESTMENT STUDIES FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECT: JUSTIFICATION OF INVESTMENTS IN THE
DEVELOPMENT OF THE CHAYANDINSKOYE FIELD AND THE
TRANSPORTATION OF GAS, AND TO DELIVER THE RESULT OF
SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO
ACCEPT THE RESULT OF SUCH WORK AND TO PAY FOR SUCH
WORK A TOTAL MAXIMUM SUM OF 413 MILLION RUBLES.
PROPOSAL #12.70: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VNIPIGAZDOBYCHA PURSUANT TO WHICH OAO
VNIPIGAZDOBYCHA UNDERTAKES TO PERFORM DURING THE
PERIOD FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM,
RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: DEVELOPMENT OF EFFICIENT PROCESS CONTROL
SYSTEMS AND OF AN ORGANIZATIONAL STRUCTURE FOR THE
BOVANENKOVSKOYE GAS PRODUCTION ENTERPRISE BASED ON THE
MINIMAL MANNING; DEVELOPMENT OF OAO GAZPROMS
CORPORATE STANDARD (STO GAZPROM) ENTITLED MODEL
TECHNICAL REQUIREMENTS WITH RESPECT TO PROCESS
EQUIPMENT FOR GAS PRODUCTION FACILITIES; AND
DEVELOPMENT OF OAO GAZPROMS CORPORATE STANDARD (STO
GAZPROM) ENTITLED STANDARD COSTS OF DECOMMISSIONING
OPERATIONS AND METHODS FOR FUNDING A DECOMMISSIONING
RESERVE FOR FIELD DEVELOPMENT FACILITIES UPON
COMPLETION OF PRODUCTION, AND TO DELIVER THE RESULTS
OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES
TO ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR
SUCH WORK A TOTAL MAXIMUM SUM OF 85.4 MILLION RUBLES.
PROPOSAL #12.71: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO GAZPROEKTINZHINIRING PURSUANT TO
WHICH DOAO GAZPROEKTINZHINIRING UNDERTAKES TO PERFORM
DURING THE PERIOD FROM JULY 1, 2008 TO DECEMBER 31,
2009, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM, PRE-INVESTMENT STUDIES FOR OAO GAZPROM
COVERING THE FOLLOWING SUBJECT: ADJUSTMENT OF THE
JUSTIFICATION OF INVESTMENTS IN THE PROJECT FOR EXPORT
DELIVERIES OF LIQUID SULFUR BY OOO GAZPROM DOBYCHA
ASTRAKHAN THROUGH THE PORT OF NOVOROSSIYSK, AND TO
DELIVER THE RESULT OF SUCH WORK TO OAO GAZPROM AND OAO
GAZPROM UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK
AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 30
MILLION RUBLES.
PROPOSAL #12.72: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO GAZPROEKTINZHINIRING PURSUANT TO
WHICH DOAO GAZPROEKTINZHINIRING UNDERTAKES TO PERFORM
DURING THE PERIOD FROM JULY 1, 2008 TO DECEMBER 31,
2009, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM, RESEARCH WORK FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECTS: DEVELOPMENT OF ENGINEERING
SOLUTIONS FOR PROTECTING AREAL SITES AT POINTS OF
INTERSECTION OF MULTIPLE-LINE TRUNK GAS PIPELINES;
DEVELOPMENT OF A METHODOLOGY FOR COMPREHENSIVE
ASSESSMENT OF ECONOMIC EFFICIENCY OF INFORMATION
PROTECTION AT OAO GAZPROM AND ITS SUBSIDIARIES AND
ORGANIZATIONS; DEVELOPMENT OF OAO GAZPROMS CORPORATE
STANDARD (STO GAZPROM) FOR TERMS AND DEFINITIONS IN
THE FIELD OF PROTECTION OF FACILITIES BY MEANS OF
SECURITY ENGINEERING EQUIPMENT AND ANTI-TERRORIST
PROTECTION SYSTEMS; DEVELOPMENT OF ITEMIZED GUIDES TO
AGGREGATED CONSTRUCTION COST COMPONENTS FOR ESTIMATING
THE COST OF CONSTRUCTION OF OAO GAZPROMS FACILITIES
AT THE CONCEPT DESIGN STAGE; AND DEVELOPMENT OF AN
ITEMIZED GUIDE TO PER-UNIT CAPITAL EXPENDITURE RATIOS
IN THE CONSTRUCTION OF OAO GAZPROMS FACILITIES FOR USE
AT THE CONCEPT DESIGN STAGE, AND TO DELIVER THE
RESULTS OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULTS OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 46.8 MILLION
RUBLES.
PROPOSAL #12.73: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO GAZPROEKTINZHINIRING PURSUANT TO
WHICH DOAO GAZPROEKTINZHINIRING UNDERTAKES TO PERFORM
DURING THE PERIOD FROM JULY 1, 2008 TO DECEMBER 31,
2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM, RESEARCH WORK FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECTS: ANALYSIS OF THE RESULTS OF
APPLICATION, AND DEVELOPMENT OF PROPOSALS REGARDING
MODIFICATION, OF OAO GAZPROMS SET OF CORPORATE
STANDARDS (STO GAZPROM) WITH RESPECT TO SECURITY
ENGINEERING EQUIPMENT AND ANTI-TERRORIST PROTECTION
SYSTEMS AND DEVELOPMENT OF STANDARDS FOR OUTFITTING
OAO GAZPROMS FACILITIES WITH SECURITY ENGINEERING
EQUIPMENT AND ANTI-TERRORIST PROTECTION SYSTEMS, AND
TO DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
12.3 MILLION RUBLES.
PROPOSAL #12.74: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZAVTOMATIKA OF OAO GAZPROM PURSUANT
TO WHICH OAO GAZAVTOMATIKA OF OAO GAZPROM UNDERTAKES
TO PERFORM DURING THE PERIOD FROM JULY 1, 2008 TO
NOVEMBER 30, 2008, IN ACCORDANCE WITH INSTRUCTIONS
FROM OAO GAZPROM, RESEARCH WORK FOR OAO GAZPROM
COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT OF A
CONCEPT FOR IMPROVING METROLOGICAL SUPPORT FOR
TECHNOLOGICAL PROCESSES AT FACILITIES INVOLVED IN THE
PRODUCTION, PROCESSING, TRANSPORTATION AND UNDERGROUND
STORAGE OF GAS AND DELIVERY THEREOF TO CONSUMERS;
DEVELOPMENT OF OAO GAZPROMS CORPORATE RECOMMENDATIONS
(R GAZPROM) ENTITLED METHODOLOGY FOR DETERMINING GAS
FLOW RATES AND PARAMETERS THEREOF DURING NONSTATIONARY
PROCESSES IN GAS PIPELINES; DEVELOPMENT OF OAO
GAZPROMS CORPORATE STANDARD (STO GAZPROM) ENTITLED
THERMAL INSULATION OF METERING PIPELINES IN GAS
METERING STATIONS; AND DEVELOPMENT OF A CONCEPT FOR
COUNTERACTING TECHNOLOGICAL TERRORISM AT OAO GAZPROM
AND ITS SUBSIDIARY COMPANIES AND ORGANIZATIONS AND OF
THE STRUCTURE OF A SYSTEM OF DOCUMENTS FOR REGULATING
THE AFOREMENTIONED SPHERE OF ACTIVITIES, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
15.6 MILLION RUBLES.
PROPOSAL #12.75: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZAVTOMATIKA OF OAO GAZPROM PURSUANT
TO WHICH OAO GAZAVTOMATIKA OF OAO GAZPROM UNDERTAKES
TO PERFORM DURING THE PERIOD FROM JULY 1, 2008 TO
JANUARY 31, 2009, IN ACCORDANCE WITH INSTRUCTIONS FROM
OAO GAZPROM, RESEARCH WORK FOR OAO GAZPROM COVERING
THE FOLLOWING SUBJECT: DEVELOPMENT OF AN EXPERIMENTAL
PROTOTYPE OF A SOFTWARE AND HARDWARE SOLUTION FOR
CRYPTOGRAPHIC PROTECTION OF INFORMATION EXCHANGED BY
PIPELINE TELEMATIC SYSTEMS AND SHOPFLOOR SYSTEMS OF
AUTOMATED PROCESS CONTROL SYSTEMS AT A LINE CONTROL
STATION OF A TRUNK GAS PIPELINE, AND TO DELIVER THE
RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 9.5 MILLION
RUBLES.
PROPOSAL #12.76: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZAVTOMATIKA OF OAO GAZPROM PURSUANT
TO WHICH OAO GAZAVTOMATIKA OF OAO GAZPROM UNDERTAKES
TO PERFORM DURING THE PERIOD FROM JULY 1, 2008 TO
NOVEMBER 30, 2009, IN ACCORDANCE WITH INSTRUCTIONS
FROM OAO GAZPROM, RESEARCH WORK FOR OAO GAZPROM
COVERING THE FOLLOWING SUBJECT: DEVELOPMENT OF KEY
REGULATIONS IN THE FIELD OF AUTOMATION, TELEMATICS,
AND AUTOMATED PROCESS CONTROL SYSTEMS USED IN GAS
PRODUCTION, TRANSPORTATION AND UNDERGROUND STORAGE,
AND TO DELIVER THE RESULT OF SUCH WORK TO OAO GAZPROM
AND OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULT OF
SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM
OF 6.8 MILLION RUBLES.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GAZPROM O A O
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #13.1: ELECT AKIMOV ANDREI IGORIEVICH TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.2: ELECT ANANENKOV ALEXANDER GEORGIEVICH ISSUER YES AGAINST AGAINST
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.3: ELECT BERGMANN BURCKHARD TO THE BOARD ISSUER YES AGAINST AGAINST
OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.4: ELECT GAZIZULLIN FARIT RAFIKOVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.5: ELECT DEMENTIEV ANDREI VLADIMIROVICH ISSUER YES AGAINST AGAINST
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.6: ELECT ZUBKOV VIKTOR ALEKSEEVICH TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.7: ELECT KARPEL ELENA EVGENIEVNA TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.8: ELECT MEDVEDEV YURIY MITROFANOVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.9: ELECT MILLER ALEXEY BORISOVICH TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.10: ELECT NABIULLINA ELVIRA SAKHIPZADOVNA ISSUER YES AGAINST AGAINST
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.11: ELECT NIKOLAEV VIKTOR VASILIEVICH TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.12: ELECT POTYOMKIN ALEXANDER IVANOVICH ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.13: ELECT SEREDA MIKHAIL LEONIDOVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.14: ELECT FEDOROV BORIS GRIGORIEVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.15: ELECT FORESMAN ROBERT MARK TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.16: ELECT KHRISTENKO VIKTOR BORISOVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.17: ELECT SHOKHIN ALEXANDER NIKOLAEVICH ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.18: ELECT YUSUFOV IGOR KHANUKOVICH TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #13.19: ELECT YASIN EVGENIY GRIGORIEVICH TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS OF OAO GAZPROM.
PROPOSAL #14.1: ELECT ARKHIPOV DMITRY ALEXANDROVICH TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.2: ELECT ASKINADZE DENIS ARKADIEVICH TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.3: ELECT BIKULOV VADIM KASYMOVICH TO THE ISSUER YES FOR FOR
AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.4: ELECT ISHUTIN RAFAEL VLADIMIROVICH TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.5: ELECT KOBZEV ANDREY NIKOLAEVICH TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.6: ELECT LOBANOVA NINA VLADISLAVOVNA TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.7: ELECT LOGUNOV DMITRY SERGEEVICH TO THE ISSUER YES AGAINST AGAINST
AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.8: ELECT MIKHAILOVA SVETLANA SERGEEVNA TO ISSUER YES AGAINST
THE AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.9: ELECT NOSOV YURY STANISLAVOVICH TO THE ISSUER YES AGAINST
AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.10: ELECT OSELEDKO VIKTORIYA VLADIMIROVNA ISSUER YES FOR FOR
TO THE AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.11: ELECT FOMIN ANDREY SERGEEVICH TO THE ISSUER YES FOR FOR
AUDIT COMMISSION OF OAO GAZPROM.
PROPOSAL #14.12: ELECT SHUBIN YURY IVANOVICH TO THE ISSUER YES AGAINST
AUDIT COMMISSION OF OAO GAZPROM.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GEBERIT AG, RAPPERSWIL-JONA
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE ANNUAL REPORT, THE ANNUAL ISSUER YES FOR FOR
ACCOUNTS AND THE CONSOLIDATED ANNUAL ACCOUNTS 2007 AS
WELL AS RECEPTION OF THE REPORT OF THE AUDITING AGENCY
AND THE GROUP AUDITOR
PROPOSAL #2.: APPROVE A DIVIDEND OF CHF 5.20 PER SHARE ISSUER YES FOR FOR
ON 06 MAY 2008
PROPOSAL #3.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #4.1: RE-ELECT MR. GUENTER F. KELM AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER
PROPOSAL #4.2: ELECT MR. HARTMUT REUTER AS A ISSUER YES FOR FOR
SUPERVISORY BOARD MEMBER
PROPOSAL #5.: ELECT PRICEWATERHOUSECOOPERS AG AS THE ISSUER YES FOR FOR
AUDITING AGENCY
PROPOSAL #6.1: AMEND THE ARTICLES OF INCORPORATION BY ISSUER YES FOR FOR
THE DELETION OF THE PROVISION REGARDING THE
NOTIFICATION REQUIREMENTS PURSUANT TO THE SWISS
FEDERAL ACT ON STOCK EXCHANGES AND SECURITIES TRADING
PROPOSAL #6.2: AMEND THE ARTICLES OF INCORPORATION BY ISSUER YES FOR FOR
THE ADJUSTMENT OF THE QUORUM FOR THE LIQUIDATION
PURSUANT TO AN AMENDMENT OF THE SWISS CODE OF
OBLIGATIONS
PROPOSAL #6.3: AMEND THE ARTICLES OF INCORPORATION BY ISSUER YES FOR FOR
THE ADJUSTMENT OF THE PROVISION REGARDING THE AUDITORS
TO AN AMENDMENT OF THE SWISS CODE OF OBLIGATIONS AND
THE SWISS FEDERAL ACT ON THE LICENSING AND OVERSIGHT
OF AUDITORS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENERAL ELECTRIC COMPANY
TICKER: GE CUSIP: 369604103
MEETING DATE: 4/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A1: ELECTION OF DIRECTOR: JAMES I. CASH, JR. ISSUER YES FOR FOR
PROPOSAL #A2: ELECTION OF DIRECTOR: SIR WILLIAM M. ISSUER YES FOR FOR
CASTELL
PROPOSAL #A3: ELECTION OF DIRECTOR: ANN M. FUDGE ISSUER YES FOR FOR
PROPOSAL #A4: ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ ISSUER YES FOR FOR
PROPOSAL #A5: ELECTION OF DIRECTOR: SUSAN HOCKFIELD ISSUER YES FOR FOR
PROPOSAL #A6: ELECTION OF DIRECTOR: JEFFREY R. IMMELT ISSUER YES FOR FOR
PROPOSAL #A7: ELECTION OF DIRECTOR: ANDREA JUNG ISSUER YES FOR FOR
PROPOSAL #A8: ELECTION OF DIRECTOR: ALAN G. (A.G.) ISSUER YES FOR FOR
LAFLEY
PROPOSAL #A9: ELECTION OF DIRECTOR: ROBERT W. LANE ISSUER YES FOR FOR
PROPOSAL #A10: ELECTION OF DIRECTOR: RALPH S. LARSEN ISSUER YES FOR FOR
PROPOSAL #A11: ELECTION OF DIRECTOR: ROCHELLE B. ISSUER YES FOR FOR
LAZARUS
PROPOSAL #A12: ELECTION OF DIRECTOR: JAMES J. MULVA ISSUER YES FOR FOR
PROPOSAL #A13: ELECTION OF DIRECTOR: SAM NUNN ISSUER YES FOR FOR
PROPOSAL #A14: ELECTION OF DIRECTOR: ROGER S. PENSKE ISSUER YES FOR FOR
PROPOSAL #A15: ELECTION OF DIRECTOR: ROBERT J. ISSUER YES FOR FOR
SWIERINGA
PROPOSAL #A16: ELECTION OF DIRECTOR: DOUGLAS A. WARNER ISSUER YES FOR FOR
III
PROPOSAL #B: RATIFICATION OF KPMG ISSUER YES FOR FOR
PROPOSAL #01: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #02: SEPARATE THE ROLES OF CEO AND CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #03: RECOUP UNEARNED MANAGEMENT BONUSES SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: CURB OVER-EXTENDED DIRECTORS SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: REPORT ON CHARITABLE CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #06: GLOBAL WARMING REPORT SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: ADVISORY VOTE ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENWORTH FINANCIAL, INC.
TICKER: GNW CUSIP: 37247D106
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: FRANK J. BORELLI ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: MICHAEL D. FRAIZER ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: NANCY J. KARCH ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: J. ROBERT BOB ISSUER YES FOR FOR
KERREY
PROPOSAL #1E: ELECTION OF DIRECTOR: RISA J. LAVIZZO- ISSUER YES FOR FOR
MOUREY
PROPOSAL #1F: ELECTION OF DIRECTOR: SAIYID T. NAQVI ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: JAMES A. PARKE ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: JAMES S. RIEPE ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: BARRETT A. TOAN ISSUER YES FOR FOR
PROPOSAL #1J: 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 2008
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GEOEYE, INC.
TICKER: GEOY CUSIP: 37250W108
MEETING DATE: 6/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES A. ABRAHAMSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH M. AHEARN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARTIN C. FAGA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL F. HORN, SR., ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE A. HOUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERTA E. LENCZOWSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATTHEW M. O'CONNELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. SIMON, JR., ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM W. SPRAGUE ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO ADOPT THE GEOEYE, INC. 2008 ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL #03: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
BDO SEIDMAN LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR 2008
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GEORG FISCHER AG, SCHAFFHAUSEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: TO VOTE IN THE UPCOMING MEETING, YOUR ISSUER YES FOR AGAINST
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: GEORG FISCHER AG, SCHAFFHAUSEN
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ANNUAL REPORT, THE ANNUAL ISSUER YES FOR FOR
ACCOUNTS AND THE CONSOLIDATED FINANCIALSTATEMENTS FOR
2007
PROPOSAL #2.: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE EXECUTIVE COMMITTEE
PROPOSAL #3.1: APPROVE TO DISTRIBUTE THE BALANCE SHEET ISSUER YES FOR FOR
PROFIT 2007
PROPOSAL #3.2: APPROVE TO REDUCE THE SHARE CAPITAL FOR ISSUER YES FOR FOR
THE PURPOSE OF REPAYMENT OF PAR VALUETO SHAREHOLDERS
AND AMEND THE ARTICLES OF ASSOCIATION
PROPOSAL #4.A: RE-ELECT MR. LIC.IUR. FLAVIOCOTTI TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS, FOR A 2-YEAR TERM
PROPOSAL #4.B: RE-ELECT DR. OEC. PUBL. RUDOLF HUBER TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS, FOR A 4-YEAR TERM
PROPOSAL #5.: ELECT THE AUDITORS AND THE GROUP AUDITORS ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GERDAU AMERISTEEL CORP
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: ELECT MR. PHILLIP E. CASEY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #A.2: ELECT MR. JOSEPH J. HEFFERNAN AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #A.3: ELECT MR. J. GERDAU JOHANNPETER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #A.4: ELECT MR. F. C. GERDAU JOHANNPETER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #A.5: ELECT MR. A. GERDAU JOHANNPETER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #A.6: ELECT MR. C. GERDAU JOHANNPETER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #A.7: ELECT MR. J. SPENCER LANTHIER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #A.8: ELECT MR. MARIO LONGHI AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #A.9: ELECT MR. RICHARD MCCOY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #A.10: ELECT MR. ARTHUR SCACE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #B.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
AUDITORS OF GERDAU AMERISTEEL AND AUTHORIZE THE
DIRECTORS TO FIX THE AUDITORS REMUNERATION
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GETINGE AB, GETINGE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING ISSUER YES FOR FOR
PROPOSAL #2.: ELECT MR. CARL BENNET AS THE CHAIRMAN OF ISSUER YES FOR FOR
THE MEETING
PROPOSAL #3.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #4.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #5.: ELECT 2 PERSONS TO APPROVE THE MINUTES ISSUER YES FOR FOR
PROPOSAL #6.: APPROVE TO DETERMINE THE COMPLIANCE WITH ISSUER YES FOR FOR
THE RULES OF CONVOCATION
PROPOSAL #7.: RECEIVE THE ANNUAL REPORT AND THE ISSUER YES FOR FOR
AUDITOR'S REPORT, THE CONSOLIDATED ACCOUNTSAND THE
GROUP AUDITOR'S REPORT, THE STATEMENT OF THE AUDITOR
ON THE COMPLIANCE OF THE GUIDELINES FOR REMUNERATION
TO SENIOR EXECUTIVES APPLICABLE SINCE THE LAST AGM,
AND THE APPROPRIATION OF THE COMPANY'S PROFIT AND THE
BOARD'S MOTIVATED STATEMENT THEREON, AND IN CONNECTION
HERETO, AN ACCOUNT FOR THE WORK OF BOARD OF DIRECTORS
INCLUDING THE WORK AND FUNCTIONS OF THE REMUNERATION
COMMITTEE AND THE AUDIT COMMITTEE
PROPOSAL #8.: RECEIVE THE MANAGING DIRECTOR'S REPORT ISSUER YES FOR FOR
PROPOSAL #9.: ADOPT THE STATEMENT OF INCOME AND THE ISSUER YES FOR FOR
BALANCE SHEET AS WELL AS THE CONSOLIDATED PROFIT AND
LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET
PROPOSAL #10.: DECLARE A DIVIDEND OF SEK 2.40 PER ISSUER YES FOR FOR
SHARE AND APPROVE 22 APR 2008 AS THE RECORD DATE AND
THAT THE DIVIDEND IS EXPECTED TO BE PAID THROUGH VPC
AB ON 25 APR 2008
PROPOSAL #11.: GRANT DISCHARGE TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE PRESIDENT FROM THE LIABILITY
PROPOSAL #12.: APPROVE TO DETERMINE THE NUMBER OF ISSUER YES FOR FOR
MEMBERS OF THE BOARD OF DIRECTORS AS 7
PROPOSAL #13.: APPROVE THAT THE BOARD'S FEE, EXCLUDING ISSUER YES FOR FOR
THE REMUNERATION FOR COMMITTEE WORK, BE PAID IN A
TOTAL SEK 2,800,000, OF WHICH SEK 800,000 TO THE
CHAIRMAN AND SEK 400,000 EACH TO THE OTHER BOARD
MEMBERS ELECTED BY THE MEETING WHO ARE NOT EMPLOYEES
OF THE GROUP; REMUNERATION TOTALING SEK 475,000 BE
PAID FOR THE WORK OF THE AUDIT COMMITTEE, OF WHICH SEK
175,000 TO THE CHAIRMAN AND SEK 100,000 EACH TO THE
OTHER MEMBERS, WHILE A TOTAL OF SEK 250,000 WILL BE
PAID TO THE REMUNERATION COMMITTEE, OF WHICH SEK
100,000 PAID TO THE CHAIRMAN AND SEK 75,000 EACH TO
THE OTHER MEMBERS; AND THE AUDITORS FEES ARE TO BE
PAYABLE IN ACCORDANCE WITH THE APPROVED ACCOUNT
PROPOSAL #14.: RE-ELECT MR. CARL BENNET AS THE ISSUER YES FOR FOR
CHAIRMAN OF THE BOARD AND MESSRS. JOHAN BYGGE, ROLF
EKEDAHL, CAROLA LEMNE, JOHAN MALMQUIST, MARGARETA
NORELL BERGENDAHL AND JOHAN STERN AS THE BOARD MEMBERS
AND ELECT OHRLINGS PRICEWATERHOUSECOOPERS AB, WITH
AUTHORIZED PUBLIC ACCOUNTANT MR. MAGNUS WILLFORS AS
THE PRINCIPLE AUDITOR AND MR. JOHAN RIPPE AS THE CO-
AUDITOR FOR A PERIOD OF 4 YEARS
PROPOSAL #15.: APPROVE THE GUIDELINES FOR REMUNERATION ISSUER YES AGAINST AGAINST
TO THE SENIOR EXECUTIVES AS SPECIFIED
PROPOSAL #16.: APPROVE A CALL OPTIONS PROGRAM FOR THE ISSUER YES FOR FOR
MANAGEMENT EMPLOYEES IN THE GETINGE GROUP
PROPOSAL #17.: APPROVE THE TRANSFER OF ALL SHARES IN ISSUER YES FOR FOR
RENRAY HEALTHCARE LIMITED FROM HUNTLEIGH RENRAY
LIMITED & Acirc; THE VENDOR& eth; , AN INDIRECTLY WHOLLY OWNED
SUBSIDIARY, TO RENRAY HOLDINGS LIMITED & Acirc; THE BUYER& eth;
PROPOSAL #18.: CLOSING OF THE MEETING ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLAXOSMITHKLINE PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 5/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR FOR
AND THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2007
PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES ABSTAIN AGAINST
YE 31 DEC 2007
PROPOSAL #3.: ELECT MR. ANDREW WITTY AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. CHRISTOPHER VIEHBACHER AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5.: ELECT PROFESSOR SIR ROY ANDERSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: RE-ELECT SIR CHRISTOPHER GENT AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #7.: RE-ELECT SIR IAN PROSSER AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.: RE-ELECT DR. RONALDO SCHMITZ AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #9.: AUTHORIZE THE AUDIT COMMITTEE TO RE- ISSUER YES FOR FOR
APPOINT PRICEWATERHOUSECOOPERS LLP AS THEAUDITORS TO
THE COMPANY TO HOLD OFFICE FROM THE END OF THE NEXT
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #10.: AUTHORIZE THE AUDIT COMMITTEE TO ISSUER YES FOR FOR
DETERMINE THE REMUNERATION OF THE AUDITORS
PROPOSAL #11.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES ABSTAIN AGAINST
WITH SECTION 366 OF THE COMPANIES ACT 2006 & Acirc; THE 2006
ACT& eth; , TO MAKE DONATIONS TO POLITICAL ORGANIZATIONS AS
DEFINED IN SECTION 363 OF THE 2006 ACT, NOT EXCEEDING
GBP 50,000 IN TOTAL AND POLITICAL EXPENDITURE, AS
DEFINED IN SECTION 365 OF THE 2006 ACT UP TO A MAXIMUM
AGGREGATE AMOUNT OF GBP 50,000; & Acirc; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM IN 2009
OR 20 NOV 2009& eth;
PROPOSAL #12.: AUTHORIZE THE DIRECTORS, IN ISSUER YES FOR FOR
SUBSTITUTION FOR ALL SUBSTITUTING AUTHORITIES,
TOEXERCISE ALL POWERS OF THE COMPANY TO ALLOT RELEVANT
SECURITIES & Acirc; SECTION 80 OF THE ACT& eth; UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 456,791,387; & Acirc; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE COMPANY'S AGM TO
BE HELD IN 2009 OR 20 NOV 2009& eth; ; 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 FOR
PURPOSES OF ARTICLE 12 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES & Acirc; SECTION 94 OF THE ACT& eth; 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 & Acirc; SECTION
89(1)& eth; , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH
A RIGHTS ISSUE & Acirc; AS DEFINED IN ARTICLE 12.5 OF THE
COMPANY'S ARTICLES OF ASSOCIATION& eth; 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 68,525,560; & Acirc; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY TO BE HELD IN 2009 OR ON 20 NOV 2009& eth; ;
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 FOR
PURPOSES OF SECTION 166 OF THE 1985 ACT, TO MAKE
MARKET PURCHASES & Acirc; SECTION 163 OF THE 1985 ACT& eth; OF UP
TO 584,204,484 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;
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY TO BE HELD IN 2009 OR ON
20 NOV 2009& eth; ; 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: ADOPT THE ARTICLES OF THE ASSOCIATION ISSUER YES FOR FOR
OF THE COMPANY IN SUBSTITUTION FOR, ANDTO THE
EXCLUSION OF, ALL EXISTING ARTICLES OF ASSOCIATION OF
THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GLOBE TELECOM INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO DETERMINE THE QUORUM ISSUER YES FOR FOR
PROPOSAL #2.: APPROVE THE MINUTES OF THE PREVIOUS ISSUER YES FOR FOR
MEETING
PROPOSAL #3.: APPROVE THE ANNUAL REPORT OF THE OFFICERS ISSUER YES FOR FOR
PROPOSAL #4.: RATIFY ALL ACTS AND RESOLUTIONS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND THE MANAGEMENT ADOPTED IN THE
ORDINARY COURSE OF BUSINESS DURING THE PRECEDING YEAR
PROPOSAL #5.: ELECT THE DIRECTORS & Acirc; INCLUDING THE ISSUER YES FOR FOR
INDEPENDENT DIRECTORS& eth;
PROPOSAL #6.: ELECT THE AUDITORS AND APPROVE TO FIX ISSUER YES FOR FOR
THEIR REMUNERATION
PROPOSAL #7.: ANY OTHER BUSINESS ISSUER NO N/A N/A
PROPOSAL #8.: ADJOURNMENT ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GMM GRAMMY PUBLIC CO LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO CERTIFY THE MINUTES OF THE ISSUER YES FOR FOR
2007 AGM OF SHAREHOLDERS, HELD ON 23 APR 2007
PROPOSAL #2.: ACKNOWLEDGE THE DECLARATION OF THE YEAR ISSUER YES FOR FOR
2007 OPERATIONAL RESULTS AND CERTIFY THE COMPANY'S
ANNUAL REPORT
PROPOSAL #3.: APPROVE THE COMPANY'S BALANCE SHEET AND ISSUER YES FOR FOR
THE PROFIT AND LOSS STATEMENT FOR THEYE 31 DEC 2007
PROPOSAL #4.: APPROVE THE ALLOCATION OF NET PROFIT FOR ISSUER YES FOR FOR
LEGAL RESERVE
PROPOSAL #5.: APPROVE THE APPROPRIATION OF THE NET ISSUER YES FOR FOR
PROFIT ON DIVIDEND PAYMENTS FOR 2007 OPERATIONAL
RESULTS
PROPOSAL #6.: APPOINT THE NEW DIRECTORS IN REPLACEMENT ISSUER YES FOR FOR
TO THOSE WHO ARE DUE TO RETIRE ON ROTATION AND THE
NEW ADDITIONAL DIRECTORS
PROPOSAL #7.: APPROVE THE BOARD OF DIRECTORS ISSUER YES FOR FOR
REMUNERATION FOR THE YEAR 2008 AND ACKNOWLEDGE THE
AUDIT COMMITTEE'S REMUNERATION FOR THE YEAR 2008
PROPOSAL #8.: APPOINT THE COMPANY'S AUDITOR AND ISSUER YES FOR FOR
CONSIDER THE AUDIT FEE FOR THE YEAR 2008
PROPOSAL #9.: OTHER MATTERS & Acirc; IF ANY& eth; ISSUER YES AGAINST AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GOLD FIELDS LTD NEW
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/2/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS FOR YE 30 JUN 2007
PROPOSAL #2.: RE-ELECT MR. G. MARCUS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.: RE-ELECT MR. K. ANSAH AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MR. P.J. RYAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE TO PLACE THE AUTHORIZED BUT ISSUER YES AGAINST AGAINST
UNISSUED SHARES UNDER THE CONTROL OF DIRECTORS
PROPOSAL #6.: APPROVE THE ISSUANCE OF SHARES WITHOUT ISSUER YES FOR FOR
PRE-EMPTIVE RIGHTS UP TO A MAXIMUM OF 10% OF THE
NUMBER OF SECURITIES IN THAT CLASS
PROPOSAL #7.: APPROVE TO AWARD THE NON-EXECUTIVE ISSUER YES FOR FOR
DIRECTORS WITH SHARE RIGHTS IN ACCORDANCE WITH THE
2005 NON-EXECUTIVE SHARE PLAN
PROPOSAL #8.: APPROVE TO INCREASE THE DIRECTORS FEES ISSUER YES FOR FOR
PROPOSAL #9.: APPROVE TO PLACE THE AUTHORIZE BUT ISSUER YES FOR FOR
UNISSUED PREFERENCE SHARES UNDER THE CONTROL OF
DIRECTORS
PROPOSAL #S.1: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR FOR
CAPITAL
PROPOSAL #S.2: APPROVE THE ADDITION OF ARTICLE 37 TO ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION REGARDING PREFERENCE SHARES
PROPOSAL #S.3: GRANT AUTHORITY TO REPURCHASE UP TO 20% ISSUER YES FOR FOR
OF ISSUED ORDINARY SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GOLDEN AGRI-RESOURCES LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: APPROVE THE PROPOSED ALTERATIONS TO THE ISSUER YES FOR FOR
EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION OF
THE COMPANY & Acirc; THE NEW CONSTITUTION& eth; AS SPECIFIED AND
ADOPT THE NEW CONSTITUTION OF THE COMPANY
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GOLDEN AGRI-RESOURCES LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS AND THE ISSUER YES FOR FOR
AUDITORS REPORTS AND THE AUDITED FINANCIAL STATEMENTS
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE DIRECTORS FEES ISSUER YES FOR FOR
PROPOSAL #4.: RE-ELECT MR. SIMON LIM AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: RE-ELECT MR. HONG PIAN TEE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.: RE-ELECT MR. LEW SYN PAU AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-APPOINT MR. MARIE JOSEPH RAYMOND ISSUER YES FOR FOR
LAMUSSE AS A DIRECTOR
PROPOSAL #8.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR FOR
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUER YES FOR FOR
ISSUE SHARES
PROPOSAL #10.: APPROVE TO RENEW OF THE SHAREHOLDERS ISSUER YES FOR FOR
MANDATE FOR INTERESTED PERSON TRANSACTIONS
PROPOSAL #11.: APPROVE TO RENEW THE SHARE PURCHASE ISSUER YES FOR FOR
MANDATE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRAFTECH INTERNATIONAL LTD.
TICKER: GTI CUSIP: 384313102
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARY B. CRANSTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HAROLD E. LAYMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FERRELL P. MCCLEAN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: MICHAEL C. NAHL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK A. RIDDICK III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CRAIG S. SHULAR ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GREAT EASTERN HOLDINGS LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE DIRECTORS REPORT ISSUER YES FOR FOR
AND THE AUDITED FINANCIAL STATEMENTS FOR THE FYE 31
DEC 2007
PROPOSAL #2.: APPROVE A FINAL TAX EXEMPT & Acirc; 1-TIER& eth; ISSUER YES FOR FOR
DIVIDEND OF 16 CENTS AND A SPECIAL FINAL TAX EXEMPT
& Acirc; 1-TIER& eth; DIVIDEND OF 26 CENTS PER ORDINARY SHARE, IN
RESPECT OF THE FYE 31 DEC 2007 AS RECOMMENDED BY THE
DIRECTORS
PROPOSAL #3.A: RE-APPOINT MR. LEE SENG WEE AS A ISSUER YES FOR FOR
DIRECTOR, PURSUANT TO SECTION 153(6) OF THE COMPANIES
ACT, CHAPTER 50, WHO WILL BE RETIRING UNDER SECTION
153 OF THE SAID ACT, TO HOLD OFFICE FROM THE DATE OF
THIS AGM UNTIL THE NEXT AGM
PROPOSAL #3.B.1: RE-ELECT MR. TAN BENG LEE AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION UNDER THE ARTICLE 91
OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.B.2: RE-ELECT MR. TAN SRI DATO DR LIN ISSUER YES FOR FOR
SEE-YAN AS A DIRECTOR, WHO RETIRES BY ROTATION UNDER
THE ARTICLE 91 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.B.3: RE-ELECT PROFESSOR NEO BOON SIONG AS ISSUER YES FOR FOR
A DIRECTOR, WHO RETIRES BY ROTATION UNDER THE ARTICLE
91 OF THE COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #3.C: RE-ELECT MR. KOH BENG SENG AS A ISSUER YES FOR FOR
DIRECTOR, WHO IS RETIRIES UNDER THE ARTICLE 97 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #4.: APPROVE THE DIRECTORS FEES OF SGD ISSUER YES FOR FOR
1,101,100 FOR THE FYE 31 DEC 2007
PROPOSAL #5.: RE-APPOINT MESSRS. ERNST & YOUNG AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST AGAINST
TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE
PROVISIONS OF THE GREAT EASTERN HOLDINGS EXECUTIVES
SHARE OPTION SCHEME & Acirc; THE SCHEME& eth; 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: GREAT NORDIC STORE NORD LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #a.: RECEIVE A REPORT ON THE COMPANY'S ISSUER NO N/A N/A
ACTIVITIES
PROPOSAL #b.: APPROVE THE AUDITED ANNUAL REPORT AND ISSUER YES FOR FOR
GRANT DISCHARGE TO THE SUPERVISORY BOARD AND THE
EXECUTIVE MANAGEMENT FROM LIABILITY
PROPOSAL #c.: APPROVE THE DISTRIBUTION OF THE PROFIT ISSUER YES FOR FOR
FOR THE YEAR, INCLUDING THE DECLARATION OF ANY
DIVIDENDS, OR AS TO THE COVERING OF ANY LOSS
PROPOSAL #d.i: AUTHORIZE THE SUPERVISORY BOARD TO LET ISSUER YES FOR FOR
THE COMPANY AND ITS SUBSIDIARIES ACQUIRE TREASURY
SHARES OF UP TO 10% OF THE COMPANY'S SHARE CAPITAL AT
THE MARKET PRICE APPLICABLE AT THE TIME OF PURCHASE
SUBJECT TO A DEVIATION OF UP TO 10%; & Acirc; AUTHORITY
EXPIRES AT THE NEXT AGM& eth;
PROPOSAL #d.ii: AMEND THE ARTICLE 2& Acirc; 3& eth; OF THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION AS SPECIFIED
PROPOSAL #d.iii: APPROVE, IN ORDER TO BE ABLE TO ISSUER YES AGAINST AGAINST
CONTINUE TO ATTRACT AND RETAIN THE MOST QUALIFIED
EMPLOYEES, TO RENEW THE AUTHORIZATION TO ISSUE SHARE
OPTIONS; THE AMOUNT FOR WHICH SHARE OPTIONS MAY BE
ISSUED WOULD BE DKK 15,000,000 NOMINAL VALUE;
& Acirc; AUTHORITY EXPIRES AFTER 1 YEAR& eth; ; AMEND THE ARTICLE
4& Acirc; 4& eth; OF THE ARTICLES OF ASSOCIATION AS SPECIFIED;
APPROVE TO INCREASE THE DERIVED AUTHORIZATION IN
ARTICLE 4& Acirc; 5& eth; OF THE ARTICLES OF ASSOCIATION TO
INCREASE THE SHARE CAPITAL BY DKK 56,662,744 TO DKK
66,062,744 AND EXTENDED FOR A PERIOD OF 12 MONTHS TO
THE EFFECT THAT THE FIGURE 56,662,744 BE AMENDED TO
66,062,744 AND THE WORDING UNTIL 21 MAR 2012 BE
AMENDED TO READ UNTIL 11 MAR 2013
PROPOSAL #d.iv: APPROVE THE GENERAL GUIDELINES FOR ISSUER YES FOR FOR
INCENTIVE PAY TO THE MANAGEMENT; AMEND THEARTICLE
18(4) OF THE ARTICLES OF ASSOCIATION AS SPECIFIED
PROPOSAL #e.: RE-ELECT MESSRS. MOGENS HUGO, JORGEN ISSUER YES FOR FOR
BARDENFLETH, RENE SVENDSEN-TUNE, MIKE VAN DER WALLEN
AND WILLIAM E. HOOVER, JR. AS THE MEMBERS OF THE
SUPERVISORY BOARD, PURSUANT TO ARTILCE 18& Acirc; 2& eth; OF THE
ARTICLES OF ASSOCIATION; MR. LISE KINGO WILL NOT SEEK
RE-ELECTION
PROPOSAL #f.: RE-APPOINT KPMG C. JESPERSEN, ISSUER YES FOR FOR
STATSAUTORISERET REVISIONSPARTNERSELSKAB,
STATEAUTHORIZED PUBLIC ACCOUNTANTS, AS THE COMPANY'S
AUDITORS UNTIL THE NEXT AGM, PURSUANT TO ARTICLE 25 OF
THE ARTICLES OF ASSOCIATION
PROPOSAL #g.: TRANSACT ANY OTHER BUSINESS ISSUER NO N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GREAT NORDIC STORE NORD LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT MR. PER WOLD-OLSEN AS THE MEMBER ISSUER YES FOR FOR
OF THE SUPERVISORY BOARD
PROPOSAL #1.2: ELECT MR. WOLFGANG REIM AS THE MEMBER ISSUER YES FOR FOR
OF THE SUPERVISORY BOARD
PROPOSAL #1.3: ELECT MR. CARSTEN KROGSGAARD THOMSEN AS ISSUER YES FOR FOR
THE MEMBER OF THE SUPERVISORY BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GREENE KING PLC, BURY ST EDMUNDS SUFFOLK
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/4/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND ADOPT THE ANNUAL REPORT ISSUER YES FOR N/A
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 16.45P PER ISSUER YES FOR N/A
SHARE
PROPOSAL #4.: ELECT MR. IAN DURANT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: ELECT MR. JONATHAN LAWSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. ROONEY ANAND AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #7.: RE-ELECT MR. NORMAN MURRAY AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-ELECT MR. HOWARD PHILLIPS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #9.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS
PROPOSAL #10.: AUTHORIZE THE DIRECTORS TO DETERMINE ISSUER YES FOR N/A
THE AUDITORS REMUNERATION
PROPOSAL #11.: AUTHORIZE THE DIRECTORS TO ALLOT SHARES ISSUER YES FOR N/A
PROPOSAL #S.12: APPROVE THE LIMITED DIS-APPLICATION OF ISSUER YES FOR N/A
PRE-EMPTION RIGHTS
PROPOSAL #S.13: GRANT AUTHORITY TO PURCHASE OF OWN ISSUER YES FOR N/A
SHARES
PROPOSAL #S.14: AMEND THE ARTICLES OF ASSOCIATION ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRUPO FINANCIERO BANORTE SAB DE CV GFNORTE
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE TO PAY A CASH DIVIDEND IN THE ISSUER YES FOR N/A
AMOUNT OF MXN 0.45 PER SHARE
PROPOSAL #II.: APPROVE THE REPORT OF THE EXTERNAL ISSUER YES FOR N/A
AUDITOR REGARDING THE FINANCIAL SITUATION OF THE
COMPANY
PROPOSAL #III.: APPROVE THE DESIGNATION OF A DELEGATE ISSUER YES FOR N/A
OR DELEGATES TO FORMALIZE AND EXECUTE IF RELEVANT, THE
RESOLUTIONS PASSED BY THE MEETING
PROPOSAL #IV.: APPROVE THE MEETING MINUTES ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRUPO FINANCIERO BANORTE SAB DE CV GFNORTE
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: AMEND THE ARTICLE 2 OF THE CORPORATE ISSUER YES FOR N/A
BYLAW SO AS TO OMIT AS AN ENTITY THAT MAKES UP PART OF
THE FINANCIAL GROUP AARRENDADORAY FACTOR BANORTE S.
A. DE C. V., A MULTIPURPOSE, REGULATED ENTITY,
FINANCIAL COMPANY, BANORTE FINANCIAL GROUP IN VIRTUE
OF ITS MERGER WITH ARRENDADORA BANORTE, S. A. DE C.
V., A MULTIPURPOSE, REGULATED ENTITY FINANCIAL
COMPANY, BANORTE FINANCIAL GROUP, AND AS A
CONSEQUENCE, THE SIGNING OF A NEW SOLE AGREEMENT OF
PROPOSAL #II.: APPROVE TO DESIGNATE AN INSPECTOR OR ISSUER YES FOR N/A
SHAREHOLDER REPRESENTATIVE& Acirc; S& eth; TO FORMALIZE AND
EXECUTE IF RELEVANT, THE RESOLUTIONS PASSED BY THE
MEETING
PROPOSAL #III.: APPROVE THE MEETING MINUTES ISSUER YES FOR N/A
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRUPO FINANCIERO BANORTE SAB DE CV GFNORTE
TICKER: N/A CUSIP: N/A
MEETING DATE: 10/29/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE TO CHANGE THE COMPOSITION OF THE ISSUER YES FOR FOR
MEMBERS OF THE BOARD OF DIRECTORS OFTHE COMPANY
PROPOSAL #II.: APPOINT THE DELEGATE OR DELEGATES TO ISSUER YES FOR FOR
FORMALIZE AND EXECUTE IF THE RELEVANT RESOLUTIONS
PASSED BY THE MEETING
PROPOSAL #III.: APPROVE THE MEETING MINUTES ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRUPO FINANCIERO BANORTE SAB DE CV GFNORTE
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE THE REPORTS THAT ARE REFERRED TO ISSUER YES FOR FOR
IN THE ARTICLE 28, PART IV, OF THE SECURITIES MARKET
LAW, FOR THE FYE ON 31 DEC 2007
PROPOSAL #II.: APPROVE THE ALLOCATION OF PROFITS ISSUER YES FOR FOR
PROPOSAL #III.: APPROVE THE DESIGNATION OF THE MEMBERS ISSUER YES FOR FOR
OF THE BOARD OF DIRECTORS OF THE COMPANY AND
DETERMINE THEIR INDEPENDENCE AND THEIR COMPENSATION
PROPOSAL #IV.: APPROVE THE DESIGNATION OF THE MEMBERS ISSUER YES FOR FOR
OF THE AUDIT AND THE CORPORATE PRACTICES COMMITTEE,
INCLUDING THE APPOINTMENT OF THE CHAIRPERSON OF SAID
COMMITTEE AND DETERMINE THEIR COMPENSATION
PROPOSAL #V.: APPROVE THE REPORT FROM THE BOARD OF ISSUER YES FOR FOR
DIRECTORS REGARDING THE OPERATIONS DONE WITH OWN
SHARES DURING 2007, AS WELL AS DETERMINE THE MAXIMUM
AMOUNT OF FUNDS THAT CAN BE ALLOCATED TO THE PURCHASE
OF OWN SHARES FOR THE 2008 FY
PROPOSAL #VI.: GRANT AUTHORITY TO CARRY OUT A ISSUER YES AGAINST AGAINST
COLLATION OF THE CORPORATE BY-LAWS
PROPOSAL #VII.: APPROVE THE DESIGNATION OF THE ISSUER YES FOR FOR
DELEGATE OR DELEGATES TO FORMALIZE AND CARRY OUT, IF
RELEVANT, THE RESOLUTIONS PASSED BY THE MEETING
PROPOSAL #VIII.: APPROVE THE MEETING MINUTES ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRUPO MEXICO SAB DE CV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: APPROVE THE PROPOSAL TO CARRY OUT A ISSUER YES FOR FOR
SPLIT OF THE 2,595,000,000 SERIES B SHARES, FULLY
SUBSCRIBED FOR AND PAID IN, THAT REPRESENT THE SHARE
CAPITAL OF THE COMPANY, AT THE RATIO OF THREE NEW
SHARES FOR EACH ONE OF THE SHARES CURRENTLY IN
CIRCULATION, SUCH THAT AFTERWARD THE SHARE CAPITAL
WILL COME TO BE REPRESENTED BY 7,785,000,0000 (SIC)
SERIES B SHARES, FULLY SUBSCRIBED FOR AND PAID IN.
RESOLUTIONS IN THIS REGARD
PROPOSAL #II.: AMEND ARTICLE 6 OF THE BYLAWS OF THE ISSUER YES FOR FOR
COMPANY TO MAKE THE SPLIT THAT IS REFERRED TO IN ITEM
I ABOVE EFFECTIVE; RESOLUTIONS IN THIS REGARD
PROPOSAL #III.: APPROVE THE DESIGNATION OF DELEGATES ISSUER YES FOR FOR
THAT WILL CARRY OUT AND FORMALIZE THE RESOLUTIONS
PASSED BY THIS MEETING; RESOLUTIONS IN THIS REGARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GRUPO MEXICO SAB DE CV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT FROM THE EXECUTIVE ISSUER YES FOR FOR
PRESIDENT OF THE COMPANY FOR THE FY THAT RAN FROM 01
JAN 2007 TO 31 DEC 2007; DISCUSSION AND APPROVAL, IF
RELEVANT, OF THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE COMPANY AND OF ITS SUBSIDIARIES TO 31 DEC 2007;
PRESENTATION OF THE OPINIONS AND REPORTS THAT ARE
REFERRED TO IN ARTICLE 28, PART IV, LINES A, C, D AND
E OF THE SECURITIES MARKET LAW, REGARDING THE FISCAL
YEAR THAT RAN FROM 01 JAN 2007 TO 31 DEC 2007
PROPOSAL #2.: APPROVE THE READING OF THE REPORT ISSUER YES FOR FOR
REGARDING THE FULFILLMENT OF THE TAX OBLIGATIONS THAT
ARE REFERRED TO IN ARTICLE 86, PART XX, OF THE INCOME
TAX LAW DURING THE 2007 FY
PROPOSAL #3.: APPROVE THE ALLOCATION OF PROFITS FROM ISSUER YES FOR FOR
THE FY THAT ENDED ON 31 DEC 2007
PROPOSAL #4.: RECEIVE THE REPORT THAT IS REFERRED TO ISSUER YES FOR FOR
IN ARTICLE 60,PART III, OF THE PROVISIONS OF A GENERAL
NATURE APPLICABLE TO THE ISSUERS OF SECURITIES AND
OTHER PARTICIPANTS IN THE SECURITIES MARKET, INCLUDING
A REPORT REGARDING THE APPLICATION OF THE RESOURCE
ALLOCATED TO THE ACQUISITION OF OWN SHARES DURING THE
FISCAL YEAR THAT ENDED ON 31 DEC 2007; DETERMINATION
OF THE MAXIMUM AMOUNT OF RESOURCES THAT CAN BE
ALLOCATED TO THE ACQUISITION OF OWN SHARES DURING THE
FY THAT ENDED ON 31 DEC 2007; DETERMINATION OF THE
MAXIMUM AMOUNT OF RESOURCES THAT CAN BE ALLOCATED TO
THE ACQUISITION OF OWN SHARES DURING THE 2008 FY
PROPOSAL #5.: APPROVE THE RATIFICATION OF THE ACTS ISSUER YES FOR FOR
DONE BY THE BOARD OF DIRECTORS, THE EXECUTIVE
PRESIDENT AND ITS COMMITTEES DURING THE FY THAT RAN TO
31 DEC 2007; APPOINT OR REELECT, IF RELEVANT, OF THE
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY AND
DETERMINATION OF THEIR INDEPENDENCE IN ACCORDANCE WITH
ARTICLE 26 OF THE SECURITIES MARKET LAW ; APPOINT OR
REELECT IF RELEVANT, OF THE COMMITTEES OF THE BOARD OF
DIRECTORS
PROPOSAL #6.: APPROVE THE DESIGNATION DELEGATES WHO ISSUER YES FOR FOR
WILL CARRY OUT AND FORMALIZE THE RESOLUTIONS PASSED AT
THIS MEETING
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANA FINANCIAL GROUP INC
TICKER: N/A CUSIP: N/A
MEETING DATE: 3/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE THE 3RD INCOME STATEMENT AND ISSUER YES FOR FOR
BALANCE SHEET
PROPOSAL #2.: APPROVE THE STATEMENT OF APPROPRIATION ISSUER YES FOR FOR
OF UNAPPROPRIATED RETAINED EARNINGS
PROPOSAL #3.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES FOR FOR
ARTICLES OF INCORPORATION
PROPOSAL #4.1: ELECT THE DIRECTORS ISSUER YES FOR FOR
PROPOSAL #4.2: ELECT THE MEMBER FOR AUDIT COMMITTEE ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE THE DIRECTOR REMUNERATION LIMIT ISSUER YES FOR FOR
FOR THE YEAR 2008
PROPOSAL #6.: APPROVE TO GRANT THE STOCK OPTION ISSUER YES FOR FOR
REGARDING HOLDING COMPANY AND ITS ASSOCIATED COMPANY'S
EXECUTIVE DIRECTOR AND STAFF
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HANESBRANDS INC.
TICKER: HBI CUSIP: 410345102
MEETING DATE: 4/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHADEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: COKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GRIFFIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHNSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MATHEWS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MULCAHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NOLL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SCHINDLER ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE HANESBRANDS INC. OMNIBUS ISSUER YES FOR FOR
INCENTIVE PLAN OF 2006.
PROPOSAL #03: TO APPROVE THE HANESBRANDS INC. ISSUER YES FOR FOR
PERFORMANCE-BASED ANNUAL INCENTIVE PLAN.
PROPOSAL #04: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS HANESBRANDS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS 2008 FISCAL
YEAR.
PROPOSAL #05: TO VOTE AND OTHERWISE REPRESENT THE ISSUER YES AGAINST AGAINST
UNDERSIGNED ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF IN THE DISCRETION OF THE PROXY HOLDER.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HASBRO, INC.
TICKER: HAS CUSIP: 418056107
MEETING DATE: 5/22/2008 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: KENNETH A. BRONFIN 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: BRIAN GOLDNER 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: 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: RATIFICATION OF AUDITORS FOR 2008. ISSUER YES FOR FOR
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HAYS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 11/15/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: ADOPT THE DIRECTORS REPORT AND ACCOUNTS ISSUER YES FOR FOR
PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 3.40 PENCE ISSUER YES FOR FOR
PER SHARE
PROPOSAL #3.: APPROVE THE DIRECTOR'S REMUNERATION ISSUER YES AGAINST AGAINST
REPORT
PROPOSAL #4.: RE-APPOINT MR. ALISTAIR R. COX AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #5.: RE-APPOINT MR. PAUL S. HARRISON AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #6.: RE-ELECT MR. ROBERT A. LAWSON AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #7.: RE-APPOINT DELOITTE AND TOUCHE LLP AS ISSUER YES FOR FOR
THE AUDITORS OF THE COMPANY
PROPOSAL #8.: AUTHORIZE THE BOARD TO FIX THE AUDITORS ISSUER YES FOR FOR
REMUNERATION
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR FOR
ORDINARY SHARES OF THE COMPANY AND THE ISSUANCE OF
EQUITY OR EQUITY-LINKED SECURITIES WITH THE PRE-
EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
4,751,779
PROPOSAL #S.10: AUTHORIZE THE DIRECTORS TO DISAPPLY ISSUER YES FOR FOR
THE ISSUANCE OF EQUITY OR EQUITY-LINKED SECURITIES
WITH THE PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL
AMOUNT OF GBP 712,766
PROPOSAL #S.11: AUTHORIZE THE COMPANY TO PURCHASE ISSUER YES FOR FOR
213,830,083 ORDINARY SHARES
PROPOSAL #S.12: AMEND THE COMPANY'S ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION REGARDING ELECTRONIC COMMUNICATIONS
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HBOS PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE ACCOUNTS AND REPORTS OF THE ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS FOR THE YE31 DEC 2007
PROPOSAL #2.: APPROVE TO DECLARE A FINAL DIVIDEND OF ISSUER YES FOR FOR
32.3 PENCE PER HBOS ORDINARY SHARE FORTHE YEAR ENDED
31 DEC 2007 AND TO PAY IT ON 12 MAY 2008 TO HOLDERS OF
HBOS ORDINARY SHARES ON THE REGISTER ON 14 MAR 2008
IN RESPECT OF EACH HBOS ORDINARY SHARE
PROPOSAL #3.: ELECT MR. JOHN E MACK AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4.: ELECT MR. DAN WATKINS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5.: ELECT MR. PHILIP GORE-RANDALL AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.: ELECT MR. MIKE ELLIS AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.: RE-ELECT MR. DENNIS STEVENSON AS A ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8.: RE-ELECT MS. KAREN JONES AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9.: RE-ELECT MR. COLIN MATTHEW AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10.: APPROVE THE REPORT OF THE BOARD IN ISSUER YES FOR FOR
RELATION TO REMUNERATION POLICY AND PRACTICE FOR THE
YE 31 DEC 2007
PROPOSAL #11.: RE-APPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
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 #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTIONS 366-367 OF THE COMPANIES ACT 2006 & Acirc; CA
2006& eth; TO: A) MAKE POLITICAL DONATIONS TO POLITICAL
PARTIES OR INDEPENDENT ELECTION CANDIDATES NOT
EXCEEDING GBP 100,000 IN TOTAL; B) MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES NOT EXCEEDING GBP 100,000 IN TOTAL;
AND C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP
100,000 IN TOTAL IN EACH CASE DURING THE PERIOD
COMMENCING ON THE DATE OF THIS RESOLUTION; AND
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE COMPANY'S AGM IN 2009 OR ON 30 JUN 2009& eth;
PROPOSAL #13.: APPROVE TO INCREASE THE AUTHORIZED ISSUER YES FOR FOR
SHARE CAPITAL OF THE COMPANY FROM GBP 4,685,000,000,
EUR 3,000,000,000, USD 5,000,000,000, AUD
1,000,000,000 AND CAD1,000,000,000 TO GBP
4,685,000,000, EUR 3,000,000,000, USD 5,000,000,000,
AUD 1,000,000,000, CAD 1,000,000,000 AND YEN
100,000,000,000 BY THE CREATION OF 400,000,000
PREFERENCE SHARES OF YEN 250 EACH.
PROPOSAL #14.: AUTHORIZE THE DIRECTORS, PURSUANT TO ISSUER YES FOR FOR
SECTION 80 OF THE COMPANIES ACT 1985 & Acirc; CA1985& eth; , TO
ALLOT RELEVANT SECURITIES & Acirc; AS DEFINED IN THE SECTION
80(2) OF CA 1985& eth; UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 251,210,258 IN RESPECT OF HBOS ORDINARY SHARES;
AND GBP 2,900,834,400, EUR 3,000,000,000, USD
4,997,750,000, AUD 1,000,000,000, CAD 1,000,000,000
AND YEN 100,000,000,000 IN RESPECT OF HBOS PREFERENCE
SHARES; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR ON 30
JUN 2009& eth; ; 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.15: ADOPT, WITH EFFECT FROM THE CONCLUSION ISSUER YES FOR FOR
OF THE MEETING THE ARTICLES OF ASSOCIATION PRODUCED
TO THE MEETING AND FOR THE PURPOSE OF IDENTIFICATION
MARKED A AND SIGNED BY THE CHAIRMAN OF THE MEETING,
IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE
CURRENT ARTICLES OF ASSOCIATION
PROPOSAL #S.16: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
RESOLUTION 15 CONVENING THE AGM OF WHICH THIS
RESOLUTION FORMS PART, AND WITH EFFECT ON AND FROM 01
OCT 2008 OR SUCH LATER DATE AS SECTION 175 OF THE
COMPANIES ACT 2006 & Acirc; CA 2006& eth; SHALL BE BROUGHT INTO
FORCE, TO DELETE ARTICLES 116 TO 118 OF THE NEW
ARTICLES IN THEIR ENTIRETY AND SUBSTITUTE IN THEIR
PLACE ARTICLES 116 TO 121 AS SPECIFIED
PROPOSAL #S.17: AUTHORIZE THE DIRECTORS TO ALLOT ISSUER YES FOR FOR
EQUITY SECURITIES & Acirc; SECTION 94 OF THE COMPANIES ACT
1985 & Acirc; CA 1985& eth; , ENTIRELY PAID FOR IN CASH: I) OF AN
UNLIMITED AMOUNT IN CONNECTION WITH A RIGHTS ISSUE & Acirc; AS
DEFINED IN THE ARTICLES OF ASSOCIATION& eth; ; AND II) OF
AN AGGREGATE NOMINAL AMOUNT OF GBP 46,689,487 FREE OF
THE RESTRICTIONS IN SECTION 89(1) OF THE CA 1985 AND,
IN CONNECTION WITH SUCH POWER; & Acirc; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE COMPANY'S AGM IN 2009
OR 30 JUN 2009& eth; ; 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; AND FOR THE REFERENCES TO AN
ALLOTMENT OF EQUITY SECURITIES SHALL INCLUDE A SALE OF
TREASURY SHARES AND THE POWER, INSOFAR AS IT RELATES
TO THE ALLOTMENT OF THE EQUITY SECURITIES RATHER THAN
THE SALE OF TREASURY SHARES, IS GRANTED PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 14
PROPOSAL #S.18: AUTHORIZE THE COMPANY, FOR THE ISSUER YES FOR FOR
PURPOSES OF SECTION 166 OF THE COMPANIES ACT 1985 & Acirc; CA
1985& eth; , TO MAKE MARKET PURCHASES & Acirc; SECTION 163(3) OF CA
1985& eth; OF UP TO 373,515,896 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; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR 30
JUN 2009& eth; ; 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: HBOS PLC, EDINBURGH
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: APPROVE TO INCREASE IN AUTHORIZE ISSUER YES FOR FOR
ORDINARY SHARE CAPITAL TO GBP 5.3B, EUR 3.0B, USD
5.0B, AUD 1.0B, CAD 1.0B AND JPY 100B ISSUE EQUITY
WITH RIGHTS UP TO GBP 800M & Acirc; ORDINARY SHARES& eth; AND GBP
2.9B, EUR 3.0B, USD 4.9B, AUD 1.0B, CAD 1.0B, AND JPY
100B & Acirc; HBOS PREFERENCE SHARE& eth;
PROPOSAL #2.: GRANT AUTHORIZE TO ISSUE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 65,609,629
PROPOSAL #3.: APPROVE TO INCREASE IN AUTHORIZE ISSUER YES FOR FOR
ORDINARY SHARE CAPITAL BY GBP 100,000,000 CAPITALIZE
RESERVES UP TO GBP 100,000,000 & Acirc; SCRIP DIVIDEND& eth;
AUTHORIZE ISSUE OF EQUITY WITH PRE-EMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF GBP 100,000,000
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEALTH MANAGEMENT ASSOCIATES, INC.
TICKER: HMA CUSIP: 421933102
MEETING DATE: 5/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM J. SCHOEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BURKE W. WHITMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENT P. DAUTEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD E. KIERNAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. KNOX ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM E. MAYBERRY, MD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICKI A. O'MEARA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.W. WESTERFIELD, PH.D. ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE A PROPOSAL TO AMEND AND ISSUER YES FOR FOR
RESTATE THE HEALTH MANAGEMENT ASSOCIATES, INC. 1996
EXECUTIVE INCENTIVE COMPENSATION PLAN.
PROPOSAL #03: TO RATIFY THE SELECTION OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2008.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEALTHSPRING, INC.
TICKER: HS CUSIP: 42224N101
MEETING DATE: 5/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT Z. HENSLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUSSELL K. MAYERFELD ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO APPROVE THE HEALTHSPRING, ISSUER YES FOR FOR
INC. 2008 MANAGEMENT STOCK PURCHASE PLAN.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEIDELBERGER DRUCKMASCHINEN AG, HEIDELBERG
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/26/2007 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 FY 2006/2007 WITH THE
REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT, AND THE REPORT OF
THE BOARD OF MANAGING DIRECTORS PURSUANT TO SECTIONS
289(4) AND 315(4) OF THE GERMAN COMMERCIAL CODE
PROPOSAL #2.: RESOLUTION ON THE APPROPRIATION OF THE ISSUER NO N/A N/A
DISTRIBUTABLE PROFIT OF EUR 75,935,587.10 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 0.95 PER NO-PAR SHARE EUR
835,194.35 SHALL BE CARRIED FORWARD EX-DIVIDEND AND
PAYABLE DATE: 25 JUL 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 FY ISSUER NO N/A N/A
2007/2008: PRICEWATERHOUSECOOPERS AG, FRANKFURT
PROPOSAL #6.: ELECTIONS TO THE SUPERVISORY BOARD ISSUER NO N/A N/A
PROPOSAL #7.: 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
PRICES NOT DEVIATING MORE THAN 10% FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 25 JAN 2009; 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 WITH IN THE COMPANY'S
STOCK OPTION PLAN, AND TO RETIRE THE SHARES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HEINEKEN NV
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.a: RECEIVE THE REPORT FOR FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR THE FY 2007
PROPOSAL #1.b: APPROVE THE DECISION ON THE ISSUER YES FOR FOR
APPROPRIATION OF THE BALANCE OF THE INCOME STATEMENT
IN ACCORDANCE WITH ARTICLE 12, POINT 7 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
PROPOSAL #1.c: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
EXECUTIVE BOARD
PROPOSAL #1.d: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER YES FOR FOR
SUPERVISORY BOARD
PROPOSAL #2.: APPROVE THE ACQUISITION SCOTTISH ISSUER YES FOR FOR
NEWCASTLE PLC PROPOSAL TO APPROVE THE ACQUISITION BY
SUNRISE ACQUISITIONS LTD, A COMPANY JOINTLY OWNED BY
HEINEKEN N.V. AND CARLSBERG A/S, OF THE ENTIRE ISSUED
AND TO BE ISSUED SHARE CAPITAL OF SCOTTISH NEWCASTLE
PLC AND THE SUBSEQUENT 100 % SHAREHOLDING BY HEINEKEN
N.V. OF SUNRISE ACQUISITIONS LTD. AFTER TRANSFER BY IT
OF CERTAIN BUSINESSES OF SCOTTISH NEWCASTLE PLC TO
CARLSBERG A/S, ALL AS DESCRIBED IN DETAIL IN THE
SHAREHOLDERS CIRCULAR
PROPOSAL #3.: APPOINT THE EXTERNAL AUDITOR FOR A ISSUER YES AGAINST AGAINST
PERIOD OF 4 YEARS
PROPOSAL #4.: AUTHORIZE THE EXTENSION OF THE EXECUTIVE ISSUER YES FOR FOR
BOARD TO ACQUIRE OWN SHARES
PROPOSAL #5.: AUTHORIZE THE EXTENSION OF THE EXECUTIVE ISSUER YES FOR FOR
BOARD TO ISSUE & Acirc; RIGHTS TO& eth; SHARES AND TO RESTRICT OR
EXCLUDE SHAREHOLDERS PRE-EMPTIVE RIGHTS
PROPOSAL #6.: APPOINT MRS. M. MINNICK AS A MEMBER OF ISSUER YES FOR FOR
THE SUPERVISORY BOARD
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HENDERSON LD DEV LTD
TICKER: N/A CUSIP: N/A
MEETING DATE: 12/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE AUDITED ACCOUNTS ISSUER YES FOR FOR
AND THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS FOR
THE YE 30 JUN 2007
PROPOSAL #2.: DECLARE A FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3.a: RE-ELECT MR. LEE KING YUE AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.b: RE-ELECT MR. LI NING AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.c: RE-ELECT SIR. PO-SHING WOO AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.d: RE-ELECT MR. LEE TAT MAN AS A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #3.e: RE-ELECT MR. GORDON KWONG CHE KEUNG AS ISSUER YES AGAINST AGAINST
A DIRECTOR
PROPOSAL #3.f: RE-ELECT PROFESSOR KO PING KEUNG AS A ISSUER YES AGAINST AGAINST
DIRECTOR
PROPOSAL #3.g: AUTHORIZE THE BOARD OF DIRECTORS TO FIX ISSUER YES FOR FOR
THE DIRECTORS REMUNERATION
PROPOSAL #4.: RE-APPOINT THE AUDITORS AND AUTHORIZE ISSUER YES FOR FOR
THE DIRECTORS TO FIX THEIR REMUNERATION
PROPOSAL #5.a: AUTHORIZE THE DIRECTORS TO REPURCHASE ISSUER YES FOR FOR
ORDINARY SHARES OF HKD 2.00 EACH IN THECAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED & Acirc; STOCK EXCHANGE& eth; 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; & Acirc; 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 & Acirc; CHAPTER 32 OF THE LAWS OF HONG
KONG& eth; TO BE HELD& eth;
PROPOSAL #5.b: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST AGAINST
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES OF THE
COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS & Acirc; INCLUDING WARRANTS, BONDS, DEBENTURES, NOTES
AND OTHER SECURITIES CONVERTIBLE INTO SHARES IN THE
COMPANY& eth; 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; & Acirc; 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 & Acirc; CHAPTER 32 OF THE LAWS OF HONG
KONG& eth; TO BE HELD& eth;
PROPOSAL #5.c: APPROVE TO EXTEND THE GENERAL MANDATE ISSUER YES AGAINST AGAINST
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
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ISSUER: HEWLETT-PACKARD COMPANY
TICKER: HPQ CUSIP: 428236103
MEETING DATE: 3/19/2008 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: J.Z. HYATT ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: J.R. JOYCE ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: R.L. RYAN ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: L.S. SALHANY ISSUER YES FOR FOR
PROPOSAL #1J: 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, 2008
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ISSUER: HITACHI CHEMICAL COMPANY,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
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ISSUER: HITACHI,LTD.
TICKER: N/A CUSIP: N/A
MEETING DATE: 6/20/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.2: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.3: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.4: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.5: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.6: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.7: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.8: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.9: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.10: APPOINT A DIRECTOR ISSUER YES AGAINST AGAINST
PROPOSAL #1.11: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.12: APPOINT A DIRECTOR ISSUER YES FOR FOR
PROPOSAL #1.13: APPOINT A DIRECTOR ISSUER YES FOR FOR
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ISSUER: HMV GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 9/6/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE AND APPROVE THE DIRECTORS AND ISSUER YES FOR N/A
THE AUDITORS REPORTS AND THE STATEMENT OF ACCOUNTS
FOR THE 52 WEEKS ENDED 28 APR 2007
PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR N/A
REPORT FOR THE YE 28 APR 2007
PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 5.6P PER ISSUER YES FOR N/A
ORDINARY SHARE
PROPOSAL #4.: RE-ELECT MR. LESLEY KNOX AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #5.: RE-ELECT MR. NEIL BRIGHT AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #6.: RE-ELECT MR. CHRISTOPHER ROGERS AS A ISSUER YES FOR N/A
DIRECTOR
PROPOSAL #7.: RE-ELECT MR. GERRY JOHNSON AS A DIRECTOR ISSUER YES FOR N/A
PROPOSAL #8.: RE-APPOINT ERNST & YOUNG LLP AS THE ISSUER YES FOR N/A
AUDITORS, UNTIL THE CONCLUSION OF THE NEXT AGM AT
WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY
PROPOSAL #9.: AUTHORIZE THE DIRECTORS TO DETERMINE THE ISSUER YES FOR N/A
AUDITORS REMUNERATION
PROPOSAL #10.: APPROVE TO RENEW THE AUTHORITY TO ALLOT ISSUER YES FOR N/A
RELEVANT SECURITIES CONFERRED ON THE DIRECTORS BY
ARTICLE 7.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION;
& Acirc; THE SECTION 80 PRESCRIBED PERIOD& eth; AND FOR SUCH PERIOD
THE SECTION 80 AMOUNT WILL BE GBP 1,158,530.78; AND
& Acirc; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR THE PERIOD ENDING ON 06
DEC 2008& eth;
PROPOSAL #11.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR N/A
WITH SECTION 347C OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING IN AGGREGATE
GBP 50,000; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 06 DEC
2008& eth;
PROPOSAL #12.: AUTHORIZE THE HMV MUSIC LIMITED & Acirc; BEING ISSUER YES FOR N/A
A WHOLLY OWNED SUBSIDIARY OF THE COMPANY& eth; , IN
ACCORDANCE WITH SECTION 347D OF THE COMPANIES ACT
1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING IN
AGGREGATE GBP 50,000; & Acirc; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 06
DEC 2008& eth;
PROPOSAL #13.: AUTHORIZE THE WATERSTONE'S BOOKSELLER ISSUER YES FOR N/A
LIMITED & Acirc; BEING A WHOLLY OWNED SUBSIDIARY OF THE
COMPANY& eth; , IN ACCORDANCE WITH SECTION 347D OF THE
COMPANIES ACT 1985, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE
NOT EXCEEDING IN AGGREGATE GBP 50,000; & Acirc; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 06 DEC 2008& eth;
PROPOSAL #S.14: APPROVE TO RENEW THE POWER, SUBJECT TO ISSUER YES FOR N/A
THE PASSING OF RESOLUTION 10, TO ALLOTEQUITY
SECURITIES FOR CASH, WHICH IS CONFERRED ON THE
DIRECTORS BY ARTICLE 7.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS & Acirc; SECTION 89(1) OF THE COMPANIES ACT 1985& eth; , FOR
THE SECTION 80 & Acirc; AS SPECIFIED IN RESOLUTION 10& eth; AND FOR
SUCH PERIOD THE SECTION 89 AMOUNT SHALL BE GBP
201,368.51
PROPOSAL #S.15: AUTHORIZE THE COMPANY, PURSUANT TO THE ISSUER YES FOR N/A
AUTHORITIES CONTAINED IN THE ARTICLES OF ASSOCIATION,
TO MAKE MARKET PURCHASES & Acirc; SECTION 163(3) OF THE
COMPANIES ACT 1985& eth; OF UP TO A MAXIMUM OF 40,273,703
ORDINARY SHARES OF 1P EACH PROVIDED THAT: A) THE
MAXIMUM PRICE PER ORDINARY SHARE IS NOT MORE THAN 5%
ABOVE THE AVERAGE MARKET VALUE FOR AN ORDINARY SHARE
AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST FOR THE LAST 5 BUSINESS DAYS AND THE
MINIMUM PRICE PER ORDINARY SHARE IS NOT LESS THAN 1P,
THE MAXIMUM AND MINIMUM PRICES BEING EXCLUSIVE OF ANY
EXPENSES; & Acirc; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 06 DEC
2008& eth; ; THE PURCHASE OF ANY ORDINARY SHARES THE
CONTRACT FOR WHICH WAS CONCLUDED BEFORE THE DATE OF
EXPIRY OF THE AUTHORITY AND WHICH WOULD OR MIGHT BE
COMPLETED WHOLLY OR PARTLY AFTER SUCH DATE
PROPOSAL #S.16: APPROVE THAT THE COMPANY MAY SEND ANY ISSUER YES FOR N/A
DOCUMENT OR INFORMATION THAT IS REQUIRED OR AUTHORIZED
TO BE SENT OR SUPPLIED BY THE COMPANY: I) UNDER THE
COMPANIES ACTS & Acirc; AS DEFINED BY SECTION 2 OF THE
COMPANIES ACT 2006 & Acirc; THE 2006 ACT & eth; & eth; ; OR PURSUANT TO
THE COMPANY'S ARTICLES OF ASSOCIATION; OR III)
PURSUANT TO ANY OTHER RULES OR REGULATIONS TO WHICH
THE COMPANY MAY BE SUBJECT BY MAKING IT AVAILABLE ON A
WEBSITE; AND THE RELEVANT PROVISIONS OF THE 2006 ACT,
WHICH APPLY WHEN DOCUMENTS SENT UNDER THE COMPANIES
ACTS ARE MADE AVAILABLE ON A WEBSITE, SHALL ALSO
APPLY, WITH ANY NECESSARY CHANGES, WHEN ANY DOCUMENT
OR INFORMATION IS SENT OR SUPPLIED UNDER THE COMPANY'S
ARTICLES OF ASSOCIATION OR OTHER RULE OR REGULATIONS
TO WHICH THE COMPANY MAY BE SUBJECT; AND THIS
RESOLUTION SHALL SUPERSEDE ANY PROVISION OF THE
COMPANY'S ARTICLES OF ASSOCIATION TO THE EXTENT THAT
IT IS INCONSISTENT WITH THIS RESOLUTION
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ISSUER: HOGANAS AB, HOGANAS
TICKER: N/A CUSIP: N/A
MEETING DATE: 4/21/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: OPENING OF THE MEETING AND APPOINT MR. ISSUER YES FOR FOR
RAGNAR LINDQVIST, ATTORNEY, AS THE CHAIRMAN OF THE
MEETING
PROPOSAL #2.: APPROVE THE VOTING LIST ISSUER YES FOR FOR
PROPOSAL #3.: APPROVE THE AGENDA ISSUER YES FOR FOR
PROPOSAL #4.: APPOINT 2 PEOPLE TO VERIFY THE MINUTES ISSUER YES FOR FOR
PROPOSAL #5.: APPROVE WHETHER THE MEETING HAS BEEN ISSUER YES FOR FOR
DULY CONVENED
PROPOSAL #6.: APPROVE THE SUBMISSION OF THE ANNUAL ISSUER YES ABSTAIN AGAINST
REPORT AND AUDIT REPORT AND THE CONSOLIDATED FINANCIAL
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 YES FOR FOR
SHEET AND THE CONSOLIDATED INCOME STATEMENT AND
CONSOLIDATED BALANCE SHEET
PROPOSAL #7.b: APPROVE A DIVIDEND OF SEK 6.25 PER ISSUER YES FOR FOR
SHARE FOR THE FY 2007, WITH TUESDAY 24 APR2008 AS THE
RECORD DATE; IF THE AGM RESOLVES PURSUANT TO THE
RESOLUTION, DIVIDENDS WILL BE SCHEDULED FOR
DISBURSEMENT FROM VPC ON TUESDAY, 29 APR 2008
PROPOSAL #7.c: GRANT DISCHARGE TO THE BOARD MEMBERS ISSUER YES FOR FOR
AND CHIEF EXECUTIVE OFFICER FROM LIABILITY
PROPOSAL #8.: APPROVE THAT THE NUMBER OF ORDINARY ISSUER YES FOR FOR
BOARD MEMBERS BE 8, WITHOUT DEPUTIES
PROPOSAL #9.: APPROVE THAT THE DIRECTORS FEES BE SEK ISSUER YES FOR FOR
2,100,000, WITH THE CHAIRMAN OF THE BOARD RECEIVING
SEK 450,000 AND OTHER MEMBERS ELECTED BY THE AGM BUT
NOT EMPLOYED BY THE GROUP EACH RECEIVING SEK 225,000,
AND THE REMAINING SEK 300,000 PAYABLE AS REMUNERATION
FOR COMMITTEE ACTIVITIES, AT SEK 50,000 EACH TO THE 2
EXTERNAL BOARD MEMBERS IN THE COMPANY'S FINANCE
COMMITTEE AND SEK 100,000 TO THE CHAIRMAN OF THE
COMPANY'S AUDIT COMMITTEE AND SEK 50,000 EACH TO THE 2
EXTERNAL BOARD MEMBERS OF THE AUDIT COMMITTEE, WITH
NO REMUNERATION PAYABLE FOR WORK ON THE REMUNERATION
COMMITTEE
PROPOSAL #10.: RE-ELECT MESSERS. ALRIK DANIELSON, PER ISSUER YES AGAINST AGAINST
MOLIN, BERNT MAGNUSSON, JENNY LINDEN URNES, BENGT
KJELL, OYSTEIN KROGEN AND URBAN JANSSON AND ELECT MR.
PETER GOSSAS AS THE BOARD MEMBERS; AND RE-ELECT MR.
PER MOLIN AS THE CHAIRMAN OF THE BOARD
PROPOSAL #11.: APPROVE THE FEES PAYABLE TO THE ISSUER YES FOR FOR
AUDITORS BE ACCORDING TO ACCOUNT
PROPOSAL #12.: APPROVE THE PROPOSAL REGARDING THE ISSUER YES FOR FOR
ELECTION COMMITTEE
PROPOSAL #13.: APPROVE THE GUIDELINES FOR REMUNERATION ISSUER YES FOR FOR
AND OTHER EMPLOYMENT TERMS OF THE CORPORATE
MANAGEMENT, WITH SUBSTANTIALLY THE TERMS WHICH ARE
UNCHANGED COMPARED TO 2007
PROPOSAL #14.: APPROVE THE TRANSFER OF 4,500 CLASS B ISSUER YES AGAINST AGAINST
TREASURY SHARES TO THE COMPANY'S CHIEF EXECUTIVE
OFFICE MR. ALRIK DANIELSON, FREE OF PAYMENT AS A SHARE
RELATED INCENTIVE FOR 2007
PROPOSAL #15.a: APPROVE THE SCOPE AND BASIC PRINCIPLES ISSUER YES FOR FOR
OF THE PERFORMANCE-RELATED EMPLOYEE STOCK OPTION PLAN
FOR 2008 OF CLASS B SHARES OF THE COMPANY, AS
PROPOSAL #15.b: AUTHORIZE THE BOARD OF DIRECTORS, FOR ISSUER YES FOR FOR
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
PROPOSAL #15.c: APPROVE TO THE TRANSFER A MAXIMUM OF ISSUER YES FOR FOR
330,000 TREASURY SHARES TO EMPLOYEES PURSUANT TO THE
PERFORMANCE-RELATED EMPLOYEE STOCK OPTION PLAN STATED
IN RESOLUTION 15.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 #15.d: APPROVE THAT THE COMPANY SHALL HAVE ISSUER YES FOR FOR
THE RIGHT TO TRANSFER THE REQUISITE NUMBER OF SHARES
IN THE PERIOD BEFORE THE NEXT AGM 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
EXPENSES
PROPOSAL #16.a: AMEND THE ARTICLES OF ASSOCIATION SO ISSUER YES FOR FOR
THAT THE SHARE CAPITAL LIMITS ARE REDUCED FROM A
MINIMUM OF SEK 127,500,000 AND A MAXIMUM OF SEK
510,000,000 TO A MINIMUM OF SEK 80,000,000 AND A
MAXIMUM OF SEK 320,000,000 & Acirc; SECTION 4& eth;
PROPOSAL #16.b: APPROVE THE QUOTIENT VALUE OF THE ISSUER YES FOR FOR
SHARES & Acirc; SHARE CAPITAL DIVIDEND BY THE NUMBER OF
SHARES& eth; IS CHANGED THROUGH A SHARE SPLIT IMPLYING THE
EACH SHARE IS DIVIDED INTO 2 SHARES & Acirc; OF THE SAME
CLASS& eth; , 1 OF WHICH WILL BE DESIGNATED AS A REDEMPTION
SHARE IN THE VPC SYSTEM AND REDEEMED IN THE MANNER
STATED IN RESOLUTION 16.C BELOW; THE RECORD DATE AT
VPC FOR CONDUCTING THE DIVISION OF SHARES WILL BE 16
MAY 2008; AND, AFTER DIVISION OF SHARES IS COMPLETED,
THE NUMBER OF SHARES IN THE COMPANY WOULD INCREASE
FROM 35,098,932 TO 70,197,864, EACH SHARE WITH A
QUOTIENT VALUE OF SEK 2.50
PROPOSAL #16.c: APPROVE: TO REDUCE THE COMPANY'S SHARE ISSUER YES FOR FOR
CAPITAL FOR A RE-PAYMENT OF SEK 87,747,330 & Acirc; REDUCTION
AMOUNT& eth; TO SHAREHOLDERS BY REDEEMING 35,098,932
SHARES, EACH SHARE WITH A QUOTIENT VALUE OF SEK 2.50,
WHEREUPON WITHDRAWAL OF CLASS A AND CLASS B REDEMPTION
SHARES WILL BE PRO RATA WITH THE NUMBER OF SHARES
ISSUED IN EACH SHARE CLASS AT THE TIME OF THE RECORD
DATE FOR REDEMPTION SHARES; THAT THE SHARES TO BE
WITHDRAWN WILL BE THOSE SHARES DESIGNATED REDEMPTION
SHARES IN THE VPC SYSTEM; THAT, AFTER THE DIVISION OF
SHARES CONDUCTED PURSUANT TO RESOLUTION 16.B,
WHEREUPON THE RECORD DATE FOR RIGHTS TO RECEIVE
REDEMPTION SHARES PURSUANT TO RESOLUTION 16.B WILL BE
16 MAY 2008, A REDEMPTION AMOUNT OF SEK 15 CASH WILL
BE PAID FOR EVERY REDEEMED SHARE & Acirc; REGARDLESS OF SHARE
CLASS& eth; , OF WHICH SEK 12.50 WILL EXCEED THE SHARE'S
QUOTIENT VALUE; HOWEVER, THE COMPANY'S TREASURY SHARES
WILL BE REDEEMED WITHOUT PAYMENT; THAT THE TOTAL
REDEMPTION AMOUNT IS CALCULATED AT SEK 522,009,480
& Acirc; CALCULATED ON THE NUMBER OF OUTSTANDING SHARES AS OF
01 FEB 2008, AT WHICH TIME THE COMPANY HELD 298,300
TREASURY SHARES& eth; ; AND, IN ADDITION TO THE REDUCTION
AMOUNT OF SEK 87,747,330, AN AMOUNT TOTALING SEK
435,007,900 WILL BE TRANSFERRED TO SHAREHOLDERS, WHICH
WILL CONSUME NON-RESTRICTED EQUITY; PAYMENT FOR THESE
REDEEMED SHARES WILL BE MADE AS SOON AS POSSIBLE,
ALTHOUGH AT THE LATEST 10 BANKING DAYS AFTER THE
SWEDISH COMPANIES REGISTRATION OFFICE REGISTERS ALL
RESOLUTIONS PURSUANT TO RESOLUTION 16.A-D;
PROPOSAL #16.d: APPROVE: TO INCREASE THE COMPANY'S ISSUER YES FOR FOR
SHARE CAPITAL BY SEK 87,747,330 TO SEK 175,494,660
THROUGH A BONUS ISSUE BY TRANSFERRING SEK 87,747,330
FROM NON-RESTRICTED EQUITY; THAT NO NEW SHARES ARE TO
BE ISSUED COINCIDENT WITH THE INCREASE OF SHARE
CAPITAL; THAT, AFTER THE COMPLETED INCREASE OF SHARE
CAPITAL, THE NUMBER OF SHARES IN THE COMPANY WILL
AMOUNT TO A MAXIMUM OF 35,098,932, EACH SHARE WITH A
QUOTIENT VALUE OF SEK 5; AND TO AUTHORIZE THE
COMPANY'S CHIEF EXECUTIVE OFFICER TO MAKE MINOR
AMENDMENTS TO RESOLUTIONS ON RESOLUTIONS 16 A-D THAT
MAY PROVE NECESSARY COINCIDENT WITH REGISTRATION OF
THE RESOLUTIONS AT THE SWEDISH COMPANIES REGISTRATION
OFFICE OR VPC AB
PROPOSAL #17.: CLOSING OF THE MEETING ISSUER YES ABSTAIN AGAINST
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ISSUER: HOME RETAIL GROUP PLC
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/3/2007 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS, THE ISSUER YES FOR N/A
REPORT OF THE AUDITORS AND THE FINANCIAL STATEMENT OF
THE COMPANY FOR THE FINANCIAL PERIOD ENDED 03 MAR 2007
