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, 2008 - JUNE 30, 2009
FUND: VANGUARD GLOBAL EQUITY FUND
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ISSUER: 3I GROUP PLC, LONDON
TICKER: N/A CUSIP: G88473148
MEETING DATE: 7/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and approve the Company's ISSUER YES FOR FOR
Accounts for the year to 31 MAR 2008, the Directors'
report and the Auditors' report on those Accounts and
on the auditable part of the Directors' remuneration
report
PROPOSAL #2.: Approve the Directors remuneration ISSUER YES FOR FOR
report for the year to 31 MAR 2008
PROPOSAL #3.: Declare a final dividend of 10.9p per ISSUER YES FOR FOR
ordinary share, payable to those shareholders whose
names appear on the register of Members at close of
business on 20 JUN 2008
PROPOSAL #4.: Re-appoint Mr. W. Mesdag as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #5.: Re-appoint Mr. S.P. Ball as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #6.: Re-appoint Sir Robert Smith as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #7.: Re-appoint Mr. O.H.J. Stocken as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #8.: Re-appoint Ernst & Young LLP as the ISSUER YES FOR FOR
Auditors of the Company to hold office until the
conclusion of the next general meeting at which
accounts are laid before the Members
PROPOSAL #9.: Authorize the Board to fix the ISSUER YES FOR FOR
Auditors' remuneration
PROPOSAL #10.: Authorize the Company and any Company ISSUER YES FOR FOR
which is or becomes a subsidiary of the Company at
any time during the period for which this resolution
has effect: a) make political donations to political
parties or independent election candidates not exceed
GBP 20,000 in total; b) make political donations to
political organizations other than political parties
not exceeding GBP 20,000 in total; and c) incur
political expenditure not exceeding GBP 20,000 in
total; [Authority expires the earlier of the
conclusion of the AGM of the Company to be held in
2009 or 08 OCT 2009]; provided that the aggregate
amount of political donations and political
expenditure made or incurred by the Company and its
subsidiaries pursuant to this resolution shall not
exceed GBP 20,000
PROPOSAL #11.: Authorize the Directors, in ISSUER YES FOR FOR
substitution for all pre-existing authorities to the
extent unused, to allot relevant securities [Section
80 of the Companies Act 1985] up to an aggregate
nominal amount of GBP 94,235,000; [Authority expires
the earlier of the conclusion of the AGM of the
Company to be held in 2009 or 08 OCT 2009]; and the
Directors may allot relevant securities after the
expiry of this authority in pursuance of such an
offer or agreement made prior to such expiry
PROPOSAL #S.12: Authorize the Directors, subject to ISSUER YES FOR FOR
passing of Resolution 11 and in substitution of all
pre-existing authorities to the extent unused,
pursuant to Section 95 of the Companies Act 1985 to
allot equity securities [Section 94 of the said Act]
pursuant to the authority conferred by Resolution 11
above, and/or to allot equity securities where such
allotment constitutes an allotment of equity
securities by virtue of section 94(3A) of the said
Act, for cash disapplying the statutory pre-emption
rights [Section 89(1)], provided that this power is
limited to the allotment of equity securities: a) in
connection with an offer of such securities by way of
rights, or other pre-emptive offer, to holders of
ordinary shares; b) up to an aggregate nominal value
of GBP 14,135,000; [Authority expires the earlier of
the conclusion of the AGM of the Company to be held
in 2009 or 08 OCT 2009]; 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.13: Authorize the Company, in accordance ISSUER YES FOR FOR
with Article 7 of the Company's Articles of
Association in effect prior to the adoption of the
new form of the Company's Articles of Association
pursuant to Resolution 15, and, subject to the
passing of Resolution 15, Article 6 of the Company's
Articles of Association, to make market purchases [as
specified in Section 163(3) of the Companies Act
1985] of its ordinary shares of up to 38,274,000
ordinary shares; the Company does not pay for each
such ordinary share less than the nominal amount of
such ordinary share at the time of purchase and the
Company does not pay for each such ordinary share
more than 105% of the average of the closing mid-
market prices of the ordinary shares for the 5
business days, immediately preceding the date on
which the Company agrees to buy shares concerned
based on the share prices published in the Daily
Official List of the London stock Exchange;
[Authority expires the earlier of the conclusion of
the AGM of the Company to be held in 2009 or 08 OCT
2009]; the Company, before the expiry, may make a
contract to purchase ordinary shares which will or
PROPOSAL #S.14: Authorize the Company, in accordance ISSUER YES FOR FOR
with Article 7 of the Company's Articles of
Association in effect prior to the adoption of the
new form of the Company's Article of Association
pursuant to Resolution 15 and subject to the passing
of the Resolution 15, Article 6 of the Company's
Articles Association, to make market purchases
[Section 163(3) of the Companies Act 1985] of its B
Shares in issue at the date of this notice provided
that: Company does not purchase under the authority
more than 16,566,194 B shares; the Company does not
pay for each such B share less than 1 penny and the B
share more than 127p; [Authority expires the earlier
of the conclusion of the AGM of the Company to be
held in 2009 or 08 OCT 2009]; the Company, before the
expiry, may make a contract to purchase Bshares
which will or may be executed wholly or partly after
PROPOSAL #S.15: Adopt the new form of Articles of ISSUER YES FOR FOR
Association as specified as the Articles of
Association of the Company in substitution of, and to
the exclusion of, the existing Articles of
Association of the Company
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ISSUER: 3I GROUP PLC, LONDON
TICKER: N/A CUSIP: G88473148
MEETING DATE: 5/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve, subject to and conditional ISSUER YES FOR FOR
upon Resolutions 2 and 3 being passed the authorized
ordinary share capital of the Company be increased
from GBP 409,999,850 to GBP 814,641,604 by the
creation of an additional 547,822,682 ordinary shares
of 73 19/22 pence each in the capital of the Company
PROPOSAL #2.: Authorize the Directors, subject to ISSUER YES FOR FOR
conditional upon Resolutions 1 and 3 being passed and
in addition to, and not in substitution for, any
existing authority, pursuant to Section 80 of the
Companies Act 1985 [the Act] to exercise all the
power of the Company to allot relevant securities[as
defined in Section 80(2) of the Act] up to an
aggregate nominal amount of GBP 404,641,755 in the
connection of rights issue; [Authority expires the
earlier of the conclusion of the AGM of the Company
to be held in 2009 or 15 months from the passing of
this resolution]; and the Directors may allot
relevant securities after the expiry of this
authority in pursuance of such an offer or agreement
as if this authority had not expired
PROPOSAL #S.3: Authorize the Directors, subject to ISSUER YES FOR FOR
conditional upon Resolutions 1 and 2 and in addition
to, and not in substitution for, any existing
authority, pursuant to Section 95 of the Act, to
allot equity securities [with the meaning of Section
94 of the Act] for cash, in connection with the
rights issue [as specified] pursuant to the authority
conferred by Resolution 3 above, as specified of
Section 89 of the Act did not apply to any such
allotment, provided that this power is limited to the
allotment of equity securities up to an aggregate
nominal value of GBP 404,641,755; [Authority expires
the earlier of the conclusion of the AGM of the
Company to be held in 2009 or 15 months from the
passing of this resolution]; and the Directors may
allot equity securities after the expiry of this
authority in pursuance of such an offer or agreement
as if this authority had not expired
PROPOSAL #4.: Approve, subject to and conditional ISSUER YES FOR FOR
upon Resolutions 1, 2 and 3 being passed the
amendment to: the 3i Group Discretionary Share Plan,
as summarized in part 1 of the Circular; and
Authorize the Directors and to do all such act and
things as may be necessary to carry the same into
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ISSUER: A.P. MOELLER - MAERSK A/S
TICKER: N/A CUSIP: K0514G101
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #a.: Receive the report on the Company's ISSUER NO N/A N/A
activities during the past FY
PROPOSAL #b.: Submission of the audited annual report ISSUER NO N/A N/A
for adoption
PROPOSAL #c.: Resolution to grant discharge to the ISSUER NO N/A N/A
Directors
PROPOSAL #d.: Resolution on appropriation of profit, ISSUER NO N/A N/A
including the amount of dividends, or covering of
loss in accordance with the adopted annual report and
payment of a dividend of DKK 650 per share of DKK
PROPOSAL #e.: Resolution on authority to acquire own ISSUER NO N/A N/A
shares; the Board proposes that in the period until
the next AGM, the Board is authorized to allow the
Company to acquire own shares of a nominal value up
to 10% of the Company's share capital, according to
the Danish Companies Act, Article 48; the purchase
price must not deviate by more than 10% from the
price quoted on Nasdaq OMX Copenhagen A/S on the date
of the purchase; [Authority in force until the
Company's next AGM]
PROPOSAL #f.: Any requisite election of Members for ISSUER NO N/A N/A
the Board of Directors; re-elect Messrs. Michael Pram
Rasmussen, Jan Topholm, Leise Maersk Mc-Kinney
Moller and Niels Jacobsen as the Board of Directors
PROPOSAL #g.: Election of the Auditors; re-elect KPMG ISSUER NO N/A N/A
Statsautoriseret Revisionspartnerselskab and Grant
Thornton Statsautoriseret Revisionsaktieselskab as
the Auditors of the Company
PROPOSAL #h.: Deliberation of any proposals submitted ISSUER NO N/A N/A
by the Board of Directors or by shareholders
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ISSUER: ABB LTD
TICKER: N/A CUSIP: H0010V101
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the annual report and ISSUER NO N/A N/A
consolidated financial statements, annual financial
statements and the Auditors' reports
PROPOSAL #2.1: Approve the annual report, the ISSUER YES FOR FOR
consolidated financial statements, and the annual
financial statements for 2008
PROPOSAL #2.2: Receive the remuneration report [as ISSUER YES FOR FOR
per pages 49 55 of the annual report]
PROPOSAL #3.: Grant discharge to the Board of ISSUER YES FOR FOR
Directors and the Management
PROPOSAL #4.: Approve to release CHF 650,000,000 of ISSUER YES FOR FOR
the legal reserves and allocate those released
reserves to other reserves and to carry forward the
available earnings in the amount of CHF 2,555,479,132
PROPOSAL #5.: Approve to renew ABB Ltd s authorized ISSUER YES FOR FOR
share capital in an amount not to exceed CHF
404,000,000, enabling the issuance of up to
200,000,000 ABB Ltd shares with a nominal value of
CHF 2.02, each by not later than 05 MAY 2011, by
amending the Articles of Incorporation with a new
PROPOSAL #6.: Approve: to reduce the share capital of ISSUER YES FOR FOR
CHF 4,692,041,526.70 by CHF 1,114,940,560.80 to CHF
3,577,100,965.90 by way of reducing the nominal value
of the registered shares from CHF 2.02 by CHF 0.48
to CHF 1.54 and to use the nominal value reduction
amount for repayment to the shareholders; b) to
confirm as a result of the report of the auditors,
that the claims of the creditors are fully covered
notwithstanding the capital reduction; c) to amend
Article 4 Paragraph1 of the Articles of Incorporation
according to the specified words as per the date of
the entry of the capital reduction in the commercial
register Article 4 Paragraph 1; the share capital of
the Company is CHF 3,577,100,965.90 and is divided
into 2,322,792,835 fully paid registered shares; each
share has a par value of CHF 1.54; and d) to amend
Article 4bis Paragraphs.1 and 4, and Article 4ter
Paragraph 1 of the Articles of Incorporation,
correspondingly reflecting the reduced nominal value
of the registered shares from CHF 2.02 by CHF 0.48 to
CHF 1.54, as per the date of the entry of the
capital reduction in the commercial register
PROPOSAL #7.: Approve to modify the By-laws according ISSUER YES FOR FOR
to the reduction of the share capital
PROPOSAL #8.1: Elect Mr. Hubertus Von Gruenberg as a ISSUER YES FOR FOR
Member of the Board of Directors
PROPOSAL #8.2: Elect Mr. Roger Agnelli as a Member of ISSUER YES FOR FOR
the Board of Directors
PROPOSAL #8.3: Elect Mr. Louis R. Hughes as a Member ISSUER YES FOR FOR
of the Board of Directors
PROPOSAL #8.4: Elect Mr. Hans Ulrich Maerki as a ISSUER YES FOR FOR
Member of the Board of Directors
PROPOSAL #8.5: Elect Mr. Michel de Rosen as a Member ISSUER YES FOR FOR
of the Board of Directors
PROPOSAL #8.6: Elect Mr. Michael Treschow as a Member ISSUER YES FOR FOR
of the Board of Directors
PROPOSAL #8.7: Elect Mr. Bernd W. Voss as a Member of ISSUER YES FOR FOR
the Board of Directors
PROPOSAL #8.8: Elect Mr. Jacob Wallenberg as a Member ISSUER YES FOR FOR
of the Board of Directors
PROPOSAL #9.: Elect Ernst & Young AG as the Auditors ISSUER YES FOR FOR
for FY 2009
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ISSUER: ABS-CBN BROADCASTING CORP ABS-CBN
TICKER: N/A CUSIP: Y00027105
MEETING DATE: 6/18/2009 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 presence of ISSUER YES FOR FOR
quorum
PROPOSAL #4.: Approve the minutes of the annual ISSUER YES FOR FOR
stockholders' meeting held on 26 JUN 2008
PROPOSAL #5.: Receive the report of the Management ISSUER YES FOR FOR
PROPOSAL #6.: Approve the audited financial statements ISSUER YES FOR FOR
PROPOSAL #7.1: Elect Mr. Eugenio L. Lopez III as a ISSUER YES FOR FOR
Member of the Board of Director for the ensuing year
PROPOSAL #7.2: Elect Mr. Augusto Almeda Lopez as a ISSUER YES FOR FOR
Member of the Board of Director for the ensuing year
PROPOSAL #7.3: Elect Ms. Maria Rosario Santos-Concio ISSUER YES FOR FOR
as a Member of the Board of Director for the ensuing
year
PROPOSAL #7.4: Elect Mr. Oscar M. Lopez as a Member ISSUER YES FOR FOR
of the Board of Director for the ensuing year
PROPOSAL #7.5: Elect Ms. Presentacion L. Psinakis as ISSUER YES FOR FOR
a Member of the Board of Director for the ensuing year
PROPOSAL #7.6: Elect Mr. Federico R. Lopez as a ISSUER YES FOR FOR
Member of the Board of Director for the ensuing year
PROPOSAL #7.7: Elect Mr. Angel S. Ong as a Member of ISSUER YES FOR FOR
the Board of Director for the ensuing year
PROPOSAL #7.8: Elect Mr. Manuel L. Lopez, Jr. as a ISSUER YES FOR FOR
Member of the Board of Director for the ensuing year
PROPOSAL #7.9: Elect Mr. Federico M. Garcia as a ISSUER YES FOR FOR
Member of the Independent Board of Director for the
ensuing year
PROPOSAL #7.10: Elect Mr. Jose C. Vitug as a Member ISSUER YES FOR FOR
of the Independent Board of Director for the ensuing
PROPOSAL #7.11: Elect Mr. Pedro N. Dy-liacco as a ISSUER YES FOR FOR
Member of the Independent Board of Director for the
ensuing year
PROPOSAL #8.: Ratify the all acts of the Board of ISSUER YES FOR FOR
Directors, the Executive Committee and the Management
for the period covering 01 JAN 2008 through 31 DEC
2008 adopted in the ordinary course of business
PROPOSAL #9.: Appoint Messrs. SyCip, Gorres, Velayo & ISSUER YES FOR FOR
Company [SGV & Co.] as the External Auditors
PROPOSAL #10.: Amend the Article II, Section 1 to ISSUER YES FOR FOR
change the date of the annual meeting from the last
thursday of May of each year to the third thursday of
June of each year
PROPOSAL #11.: Adjournment ISSUER YES FOR FOR
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ISSUER: ACCENTURE LTD
TICKER: ACN CUSIP: G1150G111
MEETING DATE: 2/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: RE-APPOINTMENT TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS: CHARLES H. GIANCARLO
PROPOSAL #1B: RE-APPOINTMENT TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS: DINA DUBLON
PROPOSAL #1C: RE-APPOINTMENT TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS: WILLIAM D. GREEN
PROPOSAL #1D: RE-APPOINTMENT TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS: NOBUYUKI IDEI
PROPOSAL #1E: RE-APPOINTMENT TO THE BOARD OF ISSUER YES FOR FOR
DIRECTORS: MARJORIE MAGNER
PROPOSAL #2: RE-APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE 2009 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 S A
TICKER: N/A CUSIP: E0008Z109
MEETING DATE: 6/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the annual accounts of the ISSUER YES FOR FOR
Company and the consolidated Group of 2008
PROPOSAL #2.: Approve the Management report and the ISSUER YES FOR FOR
Board of Directors Management report
PROPOSAL #3.: Approve the application of the result ISSUER YES FOR FOR
of the year 2008
PROPOSAL #4.: Re-elect the Auditors ISSUER YES FOR FOR
PROPOSAL #5.: Approve the renewal of the Board of ISSUER YES FOR FOR
Directors
PROPOSAL #6.: Approve the Director's remuneration ISSUER YES FOR FOR
including the Board of Directors consisting of part
of their variable salary in shares and in preferment
subscription rights and the adjudication in 2008
PROPOSAL #7.: Approve the acquisition of derivated ISSUER YES FOR FOR
own shares leaving without effect the previous
authorization in the OGM of 2008 and destine part of
the shares total or parcially to the retributions plan
PROPOSAL #8.: Approve the delegation to the Board of ISSUER YES FOR FOR
Directors of the faculty of increase the social
capital until an import of 31,775,000 euros with the
faculty of exclude totally or parcially the preferent
subscription right
PROPOSAL #9.: Approve the delegation to the Board of ISSUER YES FOR FOR
Director to issue bonds promissory notes and other
fixed income or warrants with a limit of
2,600,000,000 euros excluding the promissory notes
that will have a limit of 1,000,000,000 euros
PROPOSAL #10.: Approve the delegation of powers to ISSUER YES FOR FOR
the Board
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ISSUER: ACE AVIATION HLDGS INC
TICKER: N/A CUSIP: 00440P201
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Bernard Attali as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.2: Elect Mr. Gregory A. Boland as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.3: Elect Mr. Michael M. Green as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.4: Elect Mr. W. Brett Ingersoll as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.5: Elect Mr. Pierre Marc Johnson as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.6: Elect Mr. David J. Kassie as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #1.7: Elect Mr. Robert F. MacLellan as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.8: Elect Mr. Richard H. McCoy as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.9: Elect Mr. Robert A. Milton as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.10: Elect Mr. David I. Richardson as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #1.11: Elect Mr. Marvin Yontef as a Director ISSUER YES ABSTAIN AGAINST
PROPOSAL #2.: Appoint PricewaterhouseCoopers LLP as ISSUER YES FOR FOR
the Auditor
PROPOSAL #3.: Approve the undersigned certifies that ISSUER YES ABSTAIN AGAINST
it has made reasonable inquiries as to the Canadian
status of the registered holder and the beneficial
owner of the shares represented by this Proxy and has
read the definitions found on the reverse side so as
to make an accurate declaration of Canadian status;
the undersigned hereby certifies that the shares
represented by this Proxy are owned and controlled by
a Canadian
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ISSUER: ACE LIMITED
TICKER: ACE CUSIP: G0070K103
MEETING DATE: 7/14/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: MICHAEL G. ATIEH ISSUER YES FOR FOR
TO TERM EXPIRING IN 2009.
PROPOSAL #1B: ELECTION OF DIRECTOR: MARY A. CIRILLO ISSUER YES FOR FOR
TO TERM EXPIRING IN 2009.
PROPOSAL #1C: ELECTION OF DIRECTOR: BRUCE L. CROCKETT ISSUER YES FOR FOR
TO TERM EXPIRING IN 2009.
PROPOSAL #1D: ELECTION OF DIRECTOR: THOMAS J. NEFF TO ISSUER YES FOR FOR
TERM EXPIRING IN 2009.
PROPOSAL #1E: ELECTION OF DIRECTOR: GARY M. STUART TO ISSUER YES FOR FOR
TERM EXPIRING IN 2009.
PROPOSAL #1F: ELECTION OF DIRECTOR: ROBERT M. ISSUER YES FOR FOR
HERNANDEZ TO TERM EXPIRING IN 2010.
PROPOSAL #1G: ELECTION OF DIRECTOR: PETER MENIKOFF TO ISSUER YES FOR FOR
TERM EXPIRING IN 2010.
PROPOSAL #1H: ELECTION OF DIRECTOR: ROBERT RIPP TO ISSUER YES FOR FOR
TERM EXPIRING IN 2010.
PROPOSAL #1I: ELECTION OF DIRECTOR: DERMOT F. SMURFIT ISSUER YES FOR FOR
TO TERM EXPIRING IN 2010.
PROPOSAL #1J: ELECTION OF DIRECTOR: EVAN G. GREENBERG ISSUER YES FOR FOR
TO TERM EXPIRING IN
PROPOSAL #1K: ELECTION OF DIRECTOR: JOHN A. KROL TO ISSUER YES FOR FOR
TERM EXPIRING IN 2011.
PROPOSAL #1L: ELECTION OF DIRECTOR: LEO F. MULLIN TO ISSUER YES FOR FOR
TERM EXPIRING IN 2011.
PROPOSAL #1M: ELECTION OF DIRECTOR: OLIVIER STEIMER ISSUER YES FOR FOR
TO TERM EXPIRING IN 2011.
PROPOSAL #02: APPROVAL OF THE AMENDMENT (THE DE- ISSUER YES FOR FOR
REGISTRATION AMENDMENT) TO THE COMPANY'S MEMORANDUM
OF ASSOCIATION AND ARTICLES OF ASSOCIATION TO PERMIT
THE DEREGISTRATION OF THE COMPANY FROM THE CAYMAN
PROPOSAL #03: APPROVAL OF THE AMENDMENT (THE ISSUER YES FOR FOR
FINANCIAL STATEMENT AMENDMENT) TO THE COMPANY'S
ARTICLES OF ASSOCIATION TO REQUIRE THE COMPANY TO
PREPARE AND PROVIDE TO SHAREHOLDERS NOT LESS THAN
ANNUALLY AN UNCONSOLIDATED BALANCE SHEET OF THE
COMPANY VALUING THE COMPANY'S INVESTMENT IN ITS
SUBSIDIARIES ON A MARK-TO-MARKET BASIS
PROPOSAL #04: APPROVAL OF AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION WHICH WILL HAVE THE EFFECT OF
INCREASING THE PAR VALUE OF THE ORDINARY SHARES FROM
$0.041666667 TO AN AMOUNT IN SWISS FRANCS EQUAL TO
$11,000,000,000 DIVIDED BY THE NUMBER OF OUR ORDINARY
SHARES OUTSTANDING AS OF THE CLOSE OF BUSINESS ON
JULY 10, 2008 AND CONVERTED INTO SWISS FRANCS USING
THE THEN MOST RECENTLY AVAILABLE NOON BUYING RATE IN
NEW YORK CERTIFIED BY THE FEDERAL RESERVE BANK OF NEW
YORK FOR CUSTOMS PURPOSES, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT
PROPOSAL #05: APPROVAL OF THE COMPANY'S DE- ISSUER YES FOR FOR
REGISTRATION FROM THE CAYMAN ISLANDS AND CONTINUATION
IN SWITZERLAND (THE CONTINUATION)
PROPOSAL #06: APPROVAL OF THE NAME OF THE COMPANY ISSUER YES FOR FOR
PROPOSAL #07: APPROVAL OF THE CHANGE OF THE PURPOSE ISSUER YES FOR FOR
OF THE COMPANY
PROPOSAL #08: APPROVAL OF THE REARRANGEMENT OF THE ISSUER YES FOR FOR
COMPANY'S EXISTING SHARE CAPITAL
PROPOSAL #09: APPROVAL OF THE COMPANY'S ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION
PROPOSAL #10: CONFIRMATION OF SWISS LAW AS THE ISSUER YES FOR FOR
AUTHORITATIVE LEGISLATION GOVERNING THE COMPANY
PROPOSAL #11: CONFIRMATION OF THE PRINCIPAL PLACE OF ISSUER YES FOR FOR
BUSINESS OF THE COMPANY AS ZURICH, SWITZERLAND
PROPOSAL #12: APPOINTMENT OF BDO VISURA AS SPECIAL ISSUER YES FOR FOR
AUDITOR UNTIL OUR NEXT ANNUAL GENERAL MEETING
PROPOSAL #13: APPROVAL OF THE COMPANY'S 2004 LONG- ISSUER YES FOR FOR
TERM INCENTIVE PLAN AS AMENDED THROUGH THE FOURTH
PROPOSAL #14: APPOINTMENT OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS OUR THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND, IF THE CONTINUATION IS APPROVED
AND AS REQUIRED BY SWISS LAW, TO ELECT
PRICEWATERHOUSECOOPERS AG AS OUR STATUTORY AUDITOR
FOR A ONE YEAR TERM UNTIL OUR NEXT ANNUAL GENERAL
PROPOSAL #15: APPROVAL OF PAYMENT OF A DIVIDEND ISSUER YES FOR FOR
THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES IN
AN AMOUNT EQUAL TO THE SWISS FRANC EQUIVALENT OF
$0.87, CONVERTED INTO SWISS FRANCS USING THE MOST
RECENTLY AVAILABLE NOON BUYING RATE IN NEW YORK
CERTIFIED BY THE FEDERAL RESERVE BANK OF NEW YORK FOR
CUSTOMS PURPOSES AS OF THE CLOSE OF BUSINESS ON JULY
9, 2008, AND PAYMENT OF SUCH AMOUNT IN THREE EQUAL
INSTALLMENTS AT SUCH TIMES DURING THE PERIOD THROUGH
OUR NEXT ANNUAL GENERAL MEETING AS DETERMINED BY THE
BOARD OF DIRECTORS
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ISSUER: ACERINOX SA
TICKER: N/A CUSIP: E0060D145
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the individual and consolidated ISSUER YES FOR FOR
financial statements and allocation of income of the
FY 2008
PROPOSAL #2.: Grant discharge to the Directors for ISSUER YES FOR FOR
distribution of dividends for FY 2008 paid on 05 JAN
09 and 03 APR 09
PROPOSAL #3.: Authorize the Board of Directors for ISSUER YES FOR FOR
the acquisition of own shares
PROPOSAL #4.: Approve the special dividends charged ISSUER YES FOR FOR
to the issuance premium account
PROPOSAL #5.: Re-elect KPMG Auditors S.L. as the ISSUER YES FOR FOR
External Auditors for the individual and consolidated
accounts for FY 2009
PROPOSAL #6.1: Re-elect Mr. Fumio Oda as a Sunday ISSUER YES AGAINST AGAINST
Board Member
PROPOSAL #6.2: Re-elect Mr. Diego Prado Perez-Seoane ISSUER YES AGAINST AGAINST
as a Sunday Board Member
PROPOSAL #6.3: Appoint Mr. Hattori as a Sunday Board ISSUER YES AGAINST AGAINST
Member in substitution of Mr. Hayakawa
PROPOSAL #7.: Approve the report on the Management ISSUER YES FOR FOR
report as mandated by Article 116 BIS of the Spanish
Stock Market
PROPOSAL #8.: Approve the reduction in outstanding ISSUER YES FOR FOR
capital via amortization of treasury shares excluding
objections from creditors Article 5 of Company
Bylaws accordingly
PROPOSAL #9.: Grant delegation of powers to formalize ISSUER YES FOR FOR
and execute all resolutions adopted by the
shareholders at the General Shareholders Meeting,
for conversion thereof into a public instrument, and
for the interpretation, correction and
supplementation thereof or further elaboration
thereon until the required registrations are made
PROPOSAL #10.: Approve the minute ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ACTIVISION BLIZZARD INC
TICKER: ATVI CUSIP: 00507V109
MEETING DATE: 9/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PHILIPPE G. H. CAPRON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. CORTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERIC R. CREPIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRUCE L. HACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRIAN G. KELLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT A. KOTICK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEAN-BERNARD LEVY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. MORGADO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOUGLAS P. MORRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RENE P. PENISSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD SARNOFF ISSUER YES FOR FOR
PROPOSAL #2: APPROVAL OF THE ACTIVISION BLIZZARD, ISSUER YES FOR FOR
INC. 2008 INCENTIVE PLAN.
PROPOSAL #3: APPROVAL OF THE STOCKHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
REGARDING DIVERSITY ON THE BOARD OF DIRECTORS OF THE
COMPANY.
PROPOSAL #4: APPROVAL OF THE STOCKHOLDER PROPOSAL SHAREHOLDER YES AGAINST FOR
REGARDING A STOCKHOLDER ADVISORY VOTE ON EXECUTIVE
COMPENSATION.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ADAPTEC, INC.
TICKER: ADPT CUSIP: 00651F108
MEETING DATE: 10/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JON S. CASTOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JACK L. HOWARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOSEPH S. KENNEDY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. LOARIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN MUTCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN J. QUICKE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE J. RUISI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S. SUNDI SUNDARESH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D.E. VAN HOUWELING ISSUER YES FOR FOR
PROPOSAL #02: APPROVE AMENDMENT & RESTATEMENT OF 2004 ISSUER YES FOR FOR
EQUITY INCENTIVE PLAN.
PROPOSAL #03: TO GRANT AUTHORITY TO OUR BOARD AND ISSUER YES FOR FOR
COMPENSATION COMMITTEE TO GRANT AWARDS UNDER OUR 2006
DIRECTOR PLAN TO DIRECTORS AFFILIATED WITH STEEL
PARTNERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
PROPOSAL #4A: AUTHORIZE BOARD TO AMEND CERTIFICATE OF ISSUER YES AGAINST AGAINST
INCORPORATION TO EFFECT A REVERSE SPLIT OF COMMON
STOCK AT AN EXCHANGE RATIO OF 1-FOR-3.
PROPOSAL #4B: AUTHORIZE BOARD TO AMEND CERTIFICATE OF ISSUER YES AGAINST AGAINST
INCORPORATION TO EFFECT A REVERSE SPLIT OF COMMON
STOCK AT AN EXCHANGE RATIO OF 1-FOR-4.
PROPOSAL #4C: AUTHORIZE BOARD TO AMEND CERTIFICATE OF ISSUER YES AGAINST AGAINST
INCORPORATION TO EFFECT A REVERSE SPLIT OF COMMON
STOCK AT AN EXCHANGE RATIO OF 1-FOR-5.
PROPOSAL #05: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING MARCH 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: H00392318
MEETING DATE: 5/13/2009 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
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ADECCO SA, CHESEREX
TICKER: N/A CUSIP: H00392318
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the annual report 2008 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
Board of Directors
PROPOSAL #4.1: Re-elect Mr. Jakob Baer ISSUER YES FOR FOR
PROPOSAL #4.2: Re-elect Mr. Rolf Doerig ISSUER YES FOR FOR
PROPOSAL #4.3: Re-elect Mr. Andreas Jacobs ISSUER YES FOR FOR
PROPOSAL #4.4: Re-elect Mr. Francis Mer ISSUER YES FOR FOR
PROPOSAL #4.5: Re-elect Mr. Thomas O. Neill ISSUER YES FOR FOR
PROPOSAL #4.6: Re-elect Mr. David Prince ISSUER YES FOR FOR
PROPOSAL #4.7: Re-elect Mrs. Wanda Rapaczynski ISSUER YES FOR FOR
PROPOSAL #4.8: Re-elect Mrs. Judith A. Sprieser ISSUER YES FOR FOR
PROPOSAL #5.: Re-elect the Auditors Ernst and Young ISSUER YES FOR FOR
Limited, Zurich
PROPOSAL #6.: Approve the adaptation of the Articles ISSUER YES FOR FOR
of Incorporation to statutory revisions
PROPOSAL #7.: Approve the Share Buyback Program ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ADIDAS AG
TICKER: N/A CUSIP: D0066B102
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 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 NO N/A N/A
distribution profit of EUR 237,409,047.08 as follows:
payment of a dividend of EUR 0.50 per no-par share
EUR 140,651,291.08 shall be carried forward Ex-
dividend and payable date: 08 MAY 20 09
PROPOSAL #3.: Ratification of the acts of the Board ISSUER NO N/A N/A
of Managing Directors
PROPOSAL #4.: Ratification of the acts of the ISSUER NO N/A N/A
Supervisory Board
PROPOSAL #5.1.: Elections to the Supervisory Board: ISSUER NO N/A N/A
Dr. Stefan Jentzsch
PROPOSAL #5.2.: Elections to the Supervisory Board: ISSUER NO N/A N/A
Mr. Igor Landau
PROPOSAL #5.3.: Elections to the Supervisory Board: ISSUER NO N/A N/A
Mr. Willi Schwerdtle
PROPOSAL #5.4.: Elections to the Supervisory Board: ISSUER NO N/A N/A
Mr. Christian Tourres
PROPOSAL #5.5.: Elections to the Supervisory Board: ISSUER NO N/A N/A
Mr. Herbert Kauffmann
PROPOSAL #5.6.: Elections to the Supervisory Board: ISSUER NO N/A N/A
Mr. Alexander Popow
PROPOSAL #6.: Amendment to Section 21(2) of the ISSUER NO N/A N/A
Articles of Association in accordance with the
implementation of the Shareholders Rights Act (ARUG)
in respect of proxy-voting instructions being issued
in writing or via fax
PROPOSAL #7.: Amendments to Section 22 of the ISSUER NO N/A N/A
Articles of Association in respect of the Chairman of
the shareholders meeting shall be authorized to
limit share holder questions and remarks to a
reasonable amount of time
PROPOSAL #8.: Resolution on the creation of new ISSUER NO N/A N/A
authorized capital and the corresponding amendment to
the Articles of association, the existing
authorization to increase the share capital by up to
EUR 64,062,500 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 50,000,000 through the
issue of new shares against cash payment, during a
period of 5 years [authorized capital 2009/I],
shareholders subscription rights may be excluded for
PROPOSAL #9.: Resolution on the creation of new ISSUER NO N/A N/A
authorized capital and the corresponding amendment to
the Articles of Association, the existing
authorization to increase the share capital by up to
EUR 12,000,000 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 25,000,000 through the
issue of new shares against payment in kind, during a
period of 3 years [authorized capital 200 9/II], the
Board of Managing Directors shall be authorize d to
decide upon the exclusion of shareholders
PROPOSAL #10.: Renewal of the authorization to ISSUER NO N/A N/A
acquire own shares the Company shall be authorized to
acquire own shares of up to 10% of its share
capital, through the stock exchange at a price not
differing more than 10% from the market price of the
shares or by way o f public repurchase offer at a
price neither more than 10% above, nor more than 20%
below, the market price of the shares, on or before
06 NOV 2010, the Board of Managing Directors shall be
authorized to offer the shares on the stock exchange
or to all shareholders, to dispose of the shares in
a manner other than the stock exchange or rights
offering if the shares are sold at a price not
materially below their market price, to use the
shares in connection with mergers or the acquisition
of tangible or intangible assets, to use the shares
for satisfying option and conversion rights or within
the scope of the Company's stock option plan, and to
ret ire the shares, furthermore, the Company shall
also be authorized to use the shares for remuneration
PROPOSAL #11.: Authorization to acquire own shares by ISSUER NO N/A N/A
using derivatives in connection with item 10, the
Company shall also be authorized to acquire own
shares by using derivatives at a price neither more
than 10% above, nor more than 20% below, the market
price of the shares, the authorization shall be
limited to up to 5% of the share capital
PROPOSAL #12.: Appointment of the Auditors, audit of ISSUER NO N/A N/A
the financial statements for the 2009 FY: KPMG AG,
Frankfurt, review of the interim financial statements
for the first half of the 2009 FY: KPMG AG, Frankfurt
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ADVANCED INFO SERVICE PUBLIC CO LTD
TICKER: N/A CUSIP: Y0014U183
MEETING DATE: 4/8/2009 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
2008 AGM of the shareholders held on 10 APR 2008
PROPOSAL #3.: Approve to certify the results of ISSUER YES FOR FOR
operation for 2008
PROPOSAL #4.: Approve the balance sheet statement of ISSUER YES FOR FOR
income and the statement of cash flow for FYE 31 DEC
2008
PROPOSAL #5.: Approve the dividend payment for the FY ISSUER YES FOR FOR
2008
PROPOSAL #6.: Approve the issuing and offering of ISSUER YES FOR FOR
debenture in an amount not exceeding THB
PROPOSAL #7.: Approve the addition of the Company's ISSUER YES FOR FOR
objective item 49 on electronic payment business and
amend the Company's Memorandum of Association Clause 3
PROPOSAL #8.: Re-appoint the retiring Directors ISSUER YES FOR FOR
PROPOSAL #9.: Approve the Directors remuneration for ISSUER YES FOR FOR
2009
PROPOSAL #10.: Appoint the Company's Auditors and ISSUER YES FOR FOR
approve to determine the Auditors remuneration for
the year 2009
PROPOSAL #11.: Approve the allotment of the ISSUER YES AGAINST AGAINST
additional ordinary share, reserved for exercising
the right to confirm to the adjustment prescribed in
PROPOSAL #12.: Other matters [if any] ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AEGON NV
TICKER: N/A CUSIP: N00927298
MEETING DATE: 4/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Opening ISSUER NO N/A N/A
PROPOSAL #2: Receive the report of the Managing Board ISSUER NO N/A N/A
on the FY 2008
PROPOSAL #3: Approve the annual accounts on the FY ISSUER YES FOR FOR
2008
PROPOSAL #4: Dividend and Reservation Policy ISSUER NO N/A N/A
PROPOSAL #5: Grant discharge to the Managing Board in ISSUER YES FOR FOR
respect of the duties performed during the past FY
PROPOSAL #6: Grant discharge to the Supervisory Board ISSUER YES FOR FOR
in respect of the duties performed during the past FY
PROPOSAL #7: Appoint Ernst + Young Accountants as the ISSUER YES FOR FOR
Auditors responsible for auditing the financial
accounts for the year 2009
PROPOSAL #8.: Appoint Mr. J.J. Nooitgedagt as a ISSUER YES FOR FOR
Member of the Managing Board for a term of 4 years
PROPOSAL #9.: Re-appoint Mr. D.G. Eustace as a Member ISSUER YES FOR FOR
of the Supervisory Board
PROPOSAL #10.: Re-appoint Mr. S. Levy as a Member of ISSUER YES FOR FOR
the Supervisory Board
PROPOSAL #11.: Appoint Mr. A.W.H. Doctors Van Leeuwen ISSUER YES FOR FOR
as a Member of the Supervisory Board
PROPOSAL #12: Approve to designate the Managing ISSUER YES FOR FOR
Board, subject to the approval of the Supervisory
Board for a period of 18 months as the body which is
authorized to resolve to issue shares up to a number
of shares not exceeding 10% of the number of issued
shares in the capital of the Company with an
additional 10% in case of a merger or acquisition
PROPOSAL #13: Authorize the Managing Board under ISSUER YES FOR FOR
approval of the Supervisory Board as the solebody to
limit or exclude the pre emptive right on new issued
shares in the Company
PROPOSAL #14: Authorize the Managing Board subject to ISSUER YES FOR FOR
the approval of the Supervisory Board, to cause the
Company to acquire its own shares for valuable
consideration, up to a maximum number which, at the
time of acquisition, the Company is permitted to
acquire pursuant to the provisions of Section 98,
Subsection 2, of book 2 of the Netherlands civil
code, such acquisition may be effected by means of
any type of contract, including stock exchange
transactions and private transactions, the price must
lie between EUR 0.01 and an amount equal to 110% of
the market price, by market price' is understood the
price reached by the shares immediately prior to the
acquisition, as evidenced by the official price list
of euronext Amsterdam NV, the authorization will be
valid for a period of 18 months, commencing on 22 APR
PROPOSAL #15.1: That Mr. W.F.C. Stevens has served ISSUER NO N/A N/A
for the maximum number of years on the Aegon N.V.
Supervisory Board, his 4 years' term of appointment
expires in 2009 and he will consequently step down as
Member of the Supervisory Board on 22 APR 2009, at
the end of the general meeting of shareholders
PROPOSAL #15.2: As announced in the press release ISSUER NO N/A N/A
dated 13 JAN 2009, Mr. J.B.M. Streppel will retire as
Member of the Executive Board as from 22 APR 2009,
at the end of the general meeting of shareholders
PROPOSAL #16: Any other business ISSUER NO N/A N/A
PROPOSAL #17: Closing of the general meeting ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AEROPOSTALE, INC.
TICKER: ARO CUSIP: 007865108
MEETING DATE: 6/18/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JULIAN R. GEIGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BODIL ARLANDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD R. BEEGLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN N. HAUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT B. CHAVEZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MINDY C. MEADS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN D. HOWARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID B. VERMYLEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KARIN HIRTLER-GARVEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EVELYN DILSAVER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS P. JOHNSON ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE SELECTION, BY THE AUDIT ISSUER YES FOR FOR
COMMITTEE OF THE BOARD OF DIRECTORS, OF DELOITTE &
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JANUARY 30, 2010.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AFRICAN RAINBOW MINERALS LTD
TICKER: N/A CUSIP: S01680107
MEETING DATE: 11/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the financial statements and ISSUER YES FOR FOR
statutory reports for year ended
PROPOSAL #2.1: Re-elect Mr. F. Abbott as a Director ISSUER YES FOR FOR
PROPOSAL #2.2: Re-elect Mr. W.M. Gule as a Director ISSUER YES FOR FOR
PROPOSAL #2.3: Re-elect Mr. K.S. Mashalane as a ISSUER YES FOR FOR
Director
PROPOSAL #2.4: Re-elect Mr. Z.B. Swanepoel as a ISSUER YES FOR FOR
Director
PROPOSAL #3.: Re-elect Mr. L.A. Shiels as a Director ISSUER YES FOR FOR
appointed during the year
PROPOSAL #4.: Ratify the Ernst Young as the Auditors ISSUER YES FOR FOR
PROPOSAL #5.: Approve the remuneration of the ISSUER YES FOR FOR
Directors
PROPOSAL #6.: Approve the 2008 Share Plan ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AGCO CORPORATION
TICKER: AG CUSIP: 001084102
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: P. GEORGE BENSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GERALD L. SHAHEEN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENDRIKUS VISSER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF KPMG LLP AS THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AGGREKO PLC
TICKER: N/A CUSIP: G0116S102
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the reports of the Directors ISSUER YES FOR FOR
and the Auditors and adopt the Company's accounts for
the YE 31 DEC 2008
PROPOSAL #2.: Approve the remuneration report for the ISSUER YES FOR FOR
YE 31 DEC 2008
PROPOSAL #3.: Declare a final dividend on the ISSUER YES FOR FOR
Company's ordinary shares
PROPOSAL #4.: Elect Mr. W.F. Caplon as a Director of ISSUER YES FOR FOR
the Company
PROPOSAL #5.: Elect Mr. R.J.King as a Director of the ISSUER YES FOR FOR
Company
PROPOSAL #6.: Re-elect Mr. A.G. Cockburn as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #7.: Re-elect Mr. Pandya as a Director of ISSUER YES FOR FOR
the Company
PROPOSAL #8.: Re-appoint PricewaterhouseCoopers LLP ISSUER YES FOR FOR
as the Auditors of the Company to hold office until
the conclusion of the next AGM at which accounts are
laid before the Company and authorize the audit
committee of the Board to fix their remuneration
PROPOSAL #9.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company from GBP 70,000,001.50
to GBP 92,000,000.10 by the creation of an additional
109,999,993 ordinary shares of 20p each having the
rights attached to the ordinary shares of 20p each as
specified in the Articles of Association of the
Company and ranking pari passu in all respects with
the existing ordinary shares of 20p each in the
capital of the Company
PROPOSAL #10.: Authorize the Directors of the Company ISSUER YES FOR FOR
[the 'Directors'], to allot relevant securities
[Section 80 of the Companies Act 1985] up to an
aggregate nominal amount of GBP 17,985,000; provided
that [Authority expires at the earlier of the
conclusion of the next AGM of the Company or 30 JUN
2010]; and the Directors may allot relevant
securities after the expiry of this authority in
pursuance of such an offer or agreement made prior to
such expiry; and further, in substitution for any
existing authority, to allot equity securities
[Section 94 of the Companies Act 1985] a) in
connection with a rights issue in favor of ordinary
shareholders; b) up to an aggregate nominal amount of
GBP17,985,000; and c) pursuant to any approved and
unapproved share option scheme; [Authority expires at
the earlier of the conclusion of the next AGM of the
Company or 30 JUN 2010] 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 Board of Directors of ISSUER YES FOR FOR
the Company [the 'Directors'], pursuant to Section 95
of the Companies Act 1985 [the 'Act'] to allot
equity securities [within the meaning of Section 94
of the Act] wholly for cash (i) by selling equity
securities held by the Company as treasury shores or
(ii) by allotting new equity securities pursuant to
any authority for the time being in force under
Section 80 of the Act, as if section 89(1) of the Act
did not apply to such allotment, provided that this
power shall be limited to: the allotment of equity
securities for cash in connection with or pursuant to
rights issue in favour of ordinary shareholders on
the register of members on such record dates as the
Directors may determine where equity securities
respectively attributable to the interests of all
ordinary shareholders are proportionate [as nearly as
may be practicable] to the respective numbers of
ordinary shores held by them on any such record date[
subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient to deal
with treasury shares, fractional entitlements or
legal or practical problems arising under the lows of
any overseas territory or the requirements of any
regulatory body or stock exchange or by virtue of
shoes being represented by depository receipts or any
other matter [whatsoever]; and the allotment
[otherwise than pursuant to sub-paragraph (a) above]
of equity securities for cash up to on aggregate
nominal value GBP 2,725,000; [Authority expires at
the earlier of the conclusion of the next AGM of the
Company or 30 JUN 2010] 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, for the ISSUER YES FOR FOR
purpose of Section 163(3) of the Companies Act 1985,
to make market purchases of up to 27,250,000 ordinary
shares of 20p each in the Company, at a minimum
price of 20p 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 any ordinary shares so
purchased shall be cancelled or, if the Directors so
determine and subject to the provisions of any
statutory instruments relating to the treasury shares
and any applicable regulations of the United Kingdom
Listing Authorities held as treasury shares
[Authority expires the earlier of the conclusion of
the next AGM of the Company or 18 months]; the
Company, before the expiry, may make a contract to
purchase ordinary shares which will or may be
PROPOSAL #S.13: Approve the general meeting of the ISSUER YES FOR FOR
Company other than an AGM may be called on not less
than 14 clear days' notice, provided that [authority
expires at the conclusion of the next AGM of the
Company]
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AIR FRANCE - KLM, ROISSY CHARLES DE GAULLE
TICKER: N/A CUSIP: F01699135
MEETING DATE: 7/10/2008 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, approves the Company's
financial statements for the YE in 31 MAR 2008 as
presented
PROPOSAL #O.2: Receive the reports of the Board of ISSUER YES FOR FOR
Directors and Auditors, approves the consolidated
financial statements for the said FY, in the form
presented to the meeting
PROPOSAL #O.3: Approve the recommendations of the ISSUER YES FOR FOR
Board of Directors and resolves that the income for
the FY be appropriated as follows: EUR
198,182,726.28, the general shareholders meeting
decides to affect the profit to which add the prior
credit retained earnings prior retained earnings: EUR
15,793,359.10 available total: EUR 213,976,085.38,
legal reserve: EUR 9,909,136.31 dividends: EUR
174,127,181.24 retained earnings : EUR 29,939,767.83
the shareholders will receive a net dividend of EUR
0.58 per share, and will entitle to the 40% deduction
provided by the france tax code, this dividend will
be paid on 17 JUL 2008, in the event that the Company
holds some of own shares on such date, the amount of
the unpaid dividend on such shares shall be
allocated to the retained earnings account, as
required by law, it is reminded that, for the last 3
FY's the dividends paid, were as follows: EUR 0.15
for FY 2004.2005 EUR 0.30 for FY 2005.2006, EUR 0.48
PROPOSAL #O.4: Receive the special reports of the ISSUER YES FOR FOR
Auditors on agreements governed by Article L.225.38
of the French Commercial Code, approves said report
and the agreements referred to therein
PROPOSAL #O.5: Approve to renews the appointment of ISSUER YES FOR FOR
the KPMG Audit as statutory Auditors for a 6 year
period
PROPOSAL #O.6: Appoint Mr. Denis Marange as the ISSUER YES FOR FOR
Deputy Auditor for a 6 years period
PROPOSAL #O.7.: 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 255,186,386.00;
[authority expires at the end of the 18 months
period] and this authorization supersedes the
fraction unused of the authorizations granted by the
shareholders' meeting of 12 JUL 2007 in its
Resolution 5, and to take all necessary measures and
accomplish all necessary formalities
PROPOSAL #E.8: Amend the Article 18 of the Bylaws ISSUER YES FOR FOR
PROPOSAL #E.9: 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 bylaw
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AISIN SEIKI CO.,LTD.
TICKER: N/A CUSIP: J00714105
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
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 #4: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5: Approve Issuance of Share Acquisition ISSUER YES FOR FOR
Rights as Stock Options
PROPOSAL #6: Approve Provision of Retirement ISSUER YES AGAINST AGAINST
Allowance for Corporate Auditors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AJINOMOTO CO.,INC.
TICKER: N/A CUSIP: J00882126
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AKZO NOBEL NV
TICKER: N/A CUSIP: N01803100
MEETING DATE: 4/27/2009 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 2008
PROPOSAL #3.a: Adopt the 2008 financial statements of ISSUER YES FOR FOR
the Company
PROPOSAL #3.b: Approve the allocation of loss ISSUER YES FOR FOR
PROPOSAL #3.c: Discussion on the dividend policy ISSUER NO N/A N/A
PROPOSAL #3.d: Adopt the dividend proposal ISSUER YES FOR FOR
PROPOSAL #4.a: Grant discharge from liability of the ISSUER YES FOR FOR
Members of the Board of Management for the
performance of their duties in the FY 2008
PROPOSAL #4.b: Grant discharge from liability of the ISSUER YES FOR FOR
Members of the Supervisory Board for the performance
of their duties in the FY 2008
PROPOSAL #5.a: Approve to increase the number of ISSUER YES FOR FOR
Members of the Board of Management from 4 to 5
PROPOSAL #5.b: Appoint Mr. L. W. Gunning to the Board ISSUER YES FOR FOR
of Management
PROPOSAL #6.: Approve the reduction in the number of ISSUER YES FOR FOR
Supervisory Board Members from 9 to 8
PROPOSAL #7.a: Amend the short term incentive program ISSUER YES FOR FOR
for Board of Management
PROPOSAL #7.b: Amend the long term incentive program ISSUER YES FOR FOR
for Board of Management
PROPOSAL #8.a: Authorize the Board of Management to ISSUER YES FOR FOR
issue shares
PROPOSAL #8.b: Authorize the Board of Management to ISSUER YES FOR FOR
restrict or exclude the pre-emptive rights of the
shareholders
PROPOSAL #9.: Authorize the Board of Management to ISSUER YES FOR FOR
acquire common shares in the share capital of the
Company on behalf of the Company
PROPOSAL #10.: Any other business ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AL EZZ STL REBARS S A E
TICKER: N/A CUSIP: M07095108
MEETING DATE: 3/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the Board of Directors report ISSUER NO N/A N/A
on the Company's activity for the FYE 30 SEP 2008
PROPOSAL #2.: Approve the Auditor report of the ISSUER NO N/A N/A
Company's financial statements for the FYE 30 SEP 2008
PROPOSAL #3.: Approve the Company's financial ISSUER NO N/A N/A
statements and profit distribution for the FYE 30 SEP
2008
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AL EZZ STL REBARS S A E
TICKER: N/A CUSIP: M07095108
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the Board of Directors report ISSUER NO N/A N/A
during 2008
PROPOSAL #2.: Approve the Auditor report for the FYE ISSUER NO N/A N/A
31 DEC 2008
PROPOSAL #3.: Approve the financial statements for ISSUER NO N/A N/A
the FYE 31 DEC 2008
PROPOSAL #4.: Approve to release the Board of ISSUER NO N/A N/A
Directors for the FYE 31 DEC 2008
PROPOSAL #5.: Approve to determine the allowances for ISSUER NO N/A N/A
sessions attendance for the Board of Directors
PROPOSAL #6.: Re-appoint the Auditor and approve to ISSUER NO N/A N/A
determine his fees for the YE 31 DEC 2009
PROPOSAL #7.: Approve the compensation contracts made ISSUER NO N/A N/A
in 2008 and authorize the Board of Directors to make
compensation contracts for the year 2009 and to
issue guarantees from others in favor of Sister
PROPOSAL #8.: Approve the donations accepted by Board ISSUER NO N/A N/A
of Directors during 2008 and authorize the Board to
donate during 2009 and its limits
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALCATEL-LUCENT
TICKER: ALU CUSIP: 013904305
MEETING DATE: 5/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: APPROVAL OF THE FINANCIAL STATEMENTS ISSUER YES FOR FOR
FOR FISCAL YEAR ENDED DECEMBER 31, 2008.
PROPOSAL #O2: APPROVAL OF THE CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS FOR FISCAL YEAR ENDED DECEMBER 31, 2008.
PROPOSAL #O3: RESULTS FOR FISCAL YEAR - APPROPRIATION. ISSUER YES FOR FOR
PROPOSAL #O4: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PHILIPPE CAMUS AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O5: RATIFICATION OF THE APPOINTMENT OF BEN ISSUER YES FOR FOR
VERWAAYEN AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O6: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
STUART E. EIZENSTAT AS MEMBER OF THE BOARD OF
DIRECTORS.
PROPOSAL #O7: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
LOUIS R. HUGHES AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O8: RATIFICATION OF THE APPOINTMENT OF JEAN ISSUER YES FOR FOR
C. MONTY AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O9: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
OLIVIER PIOU AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O10: RENEWAL OF THE TERM OF OFFICE OF ISSUER YES FOR FOR
SYLVIA JAY AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O11: RENEWAL OF THE TERM OF OFFICE OF JEAN- ISSUER YES FOR FOR
CYRIL SPINETTA AS MEMBER OF THE BOARD OF DIRECTORS.
PROPOSAL #O12: APPROVAL OF REGULATED AGREEMENT WHICH ISSUER YES FOR FOR
REMAINED IN FORCE DURING THE FISCAL YEAR.
PROPOSAL #O13: APPROVAL OF THE COMMITMENTS IN FAVOR ISSUER YES AGAINST AGAINST
OF THE CHAIRMAN, ENTERED INTO ACCORDING TO ARTICLE L.
225-42-1 OF THE FRENCH COMMERCIAL CODE WITH RESPECT
TO THE ALLOCATION OF RESTRICTED STOCK UNITS.
PROPOSAL #O14: APPROVAL OF THE COMMITMENTS IN FAVOR ISSUER YES AGAINST AGAINST
OF THE CEO, ENTERED INTO ACCORDING TO ARTICLE L. 225-
42-1 OF THE FRENCH COMMERCIAL CODE WITH RESPECT TO
THE ALLOCATION OF RESTRICTED STOCK UNITS AND STOCK
PROPOSAL #O15: APPROVAL OF THE COMMITMENTS IN FAVOR ISSUER YES FOR FOR
OF THE CEO, ENTERED INTO ACCORDING TO ARTICLE L. 225-
42-1 OF THE FRENCH COMMERCIAL CODE WITH RESPECT TO
THE PENSION BENEFITS.
PROPOSAL #O16: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS TO ALLOW THE COMPANY TO PURCHASE AND
SELL ITS OWN SHARES.
PROPOSAL #E17: AUTHORIZATION TO BE GIVEN TO THE BOARD ISSUER YES FOR FOR
OF DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE
COMPANY BY CANCELLATION OF THE TREASURY SHARES.
PROPOSAL #E18: DELEGATION OF AUTHORITY TO BE GIVEN TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS TO PROCEED WITH THE ISSUE
WITHOUT CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS OF ORDINARY SHARES AND OF SECURITIES
CONFERRING AN IMMEDIATE OR FUTURE RIGHT TO THE SHARE
CAPITAL OF THE COMPANY OR OF ITS AFFILIATES.
PROPOSAL #E19: DELEGATION OF AUTHORITY TO BE GIVEN TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS TO PROCEED WITH THE ISSUE
WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS, OF (I) ORDINARY SHARES AND ANY SECURITIES
CONFERRING AN IMMEDIATE OR FUTURE RIGHT TO THE SHARE
CAPITAL OF THE COMPANY OR OF ITS AFFILIATES, OR OF
(II) COMPANY ORDINARY SHARES WHICH CONFERS A RIGHT TO
THE ISSUANCE OF SECURITIES TO BE ISSUED BY
SUBSIDIARIES, INCLUDING FOR THE PURPOSES OF
REMUNERATING SECURITIES THAT ARE TENDERED IN
PROPOSAL #E20: DELEGATION OF AUTHORITY TO BE GIVEN TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS TO CARRY OUT A SHARE CAPITAL
INCREASE TO REMUNERATE CONTRIBUTIONS IN KIND OF
CAPITAL STOCK OR MARKETABLE SECURITIES GIVING ACCESS
TO THE CAPITAL OF THIRD-PARTY COMPANIES.
PROPOSAL #E21: AGGREGATE LIMIT TO THE AMOUNT OF ISSUER YES FOR FOR
ISSUANCES CARRIED OUT BY VIRTUE OF THE 18TH, 19TH,
AND 20TH RESOLUTIONS.
PROPOSAL #E22: DELEGATION OF AUTHORITY TO BE GIVEN TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
OF THE COMPANY BY INCORPORATION OF RESERVES, PROFITS
OR PREMIUMS.
PROPOSAL #E23: DELEGATION OF AUTHORITY TO BE GIVEN TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS TO DECIDE ON THE DISPOSAL OR
INCREASE OF SHARE CAPITAL BY THE ISSUANCE OF SHARES
RESERVED TO THE PARTICIPANTS IN A COMPANY SAVINGS
PROPOSAL #E24: POWERS. ISSUER YES FOR FOR
PROPOSAL #E25: AMENDMENTS OR NEW RESOLUTIONS PROPOSED ISSUER YES FOR FOR
AT THE MEETING. (IF YOU CAST YOUR VOTE IN FAVOR OF
RESOLUTION 25, YOU ARE GIVING DISCRETION TO THE
CHAIRMAN OF THE MEETING TO VOTE FOR OR AGAINST ANY
AMENDMENTS OR NEW RESOLUTIONS THAT MAY BE PROPOSED).
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALFRESA HOLDINGS CORPORATION
TICKER: N/A CUSIP: J0109X107
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
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: Appoint a Substitute Corporate Auditor ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALLIANZ SE, MUENCHEN
TICKER: N/A CUSIP: D03080112
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the approved Annual ISSUER NO N/A N/A
Financial Statements and the approved Consolidated
Financial Statements as of and for the fiscal year
ended December 31, 2008, and of the Management
Reports for Allianz SE and for the Group, the
Explanatory Report on the information pursuant to
paragraph 289 (4), paragraph 315 (4) of the German
Commercial Code (Handelsgesetzbuch) as well as the
Report of the Supervisory Board for the fiscal year
PROPOSAL #2.: Appropriation of net earnings ISSUER YES FOR FOR
PROPOSAL #3.: Approval of the actions of the members ISSUER YES FOR FOR
of the Management Board
PROPOSAL #4.: Approval of the actions of the members ISSUER YES FOR FOR
of the Supervisory Board
PROPOSAL #5.: By-election to the Supervisory Board ISSUER YES FOR FOR
PROPOSAL #6.: Authorization to acquire treasury ISSUER YES FOR FOR
shares for trading purposes
PROPOSAL #7.: Authorization to acquire and utilize ISSUER YES FOR FOR
treasury shares for other purposes
PROPOSAL #8.: Authorization to use derivatives in ISSUER YES FOR FOR
connection with the acquisition of treasury shares
pursuant to Paragraph 71 (1) no. 8 of the German
Stock Corporation Act (Aktiengesetz)
PROPOSAL #9.: Amendment to the Statutes in accordance ISSUER YES FOR FOR
with Paragraph 67 German Stock Corporation Act
(Aktiengesetz)
PROPOSAL #10.A: Other amendments to the Statutes: ISSUER YES FOR FOR
Cancellation of provisions regarding the first
Supervisory Board
PROPOSAL #10.B: Other amendments to the Statutes: ISSUER YES FOR FOR
Anticipatory resolutions on the planned Law on the
Implementation of the Shareholder Rights Directive
(Gesetz zur Umsetzung der Aktionaersrechterichtlinie)
PROPOSAL #11.: Approval of control and profit ISSUER YES FOR FOR
transfer agreement between Allianz SE and Allianz
Shared Infrastructure Services SE
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALMOST FAMILY, INC.
TICKER: AFAM CUSIP: 020409108
MEETING DATE: 10/13/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WILLIAM B. YARMUTH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN B. BING ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: DONALD G. MCCLINTON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: TYREE G. WILBURN ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JONATHAN D. GOLDBERG ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: W. EARL REED III ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: HENRY M. ALTMAN, JR. ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
COMPANY.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDMENT OF ISSUER YES AGAINST AGAINST
THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMPANY COMMON STOCK.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: ELIZABETH E. ISSUER YES FOR FOR
BAILEY
PROPOSAL #1B: ELECTION OF DIRECTOR: GERALD L. BALILES ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: DINYAR S. DEVITRE ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: THOMAS F. FARRELL ISSUER YES FOR FOR
II
PROPOSAL #1E: ELECTION OF DIRECTOR: ROBERT E. R. ISSUER YES FOR FOR
HUNTLEY
PROPOSAL #1F: ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: GEORGE MUNOZ ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: NABIL Y. SAKKAB ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: 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 - MAKING FUTURE SHAREHOLDER YES ABSTAIN AGAINST
AND/OR EXPANDED BRANDS NON-ADDICTIVE
PROPOSAL #04: STOCKHOLDER PROPOSAL 2 - FOOD SHAREHOLDER YES ABSTAIN AGAINST
INSECURITY AND TOBACCO USE
PROPOSAL #05: STOCKHOLDER PROPOSAL 3 - ENDORSE HEALTH SHAREHOLDER YES ABSTAIN AGAINST
CARE PRINCIPLES
PROPOSAL #06: STOCKHOLDER PROPOSAL 4 - CREATE HUMAN SHAREHOLDER YES ABSTAIN AGAINST
RIGHTS PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
PROPOSAL #07: STOCKHOLDER PROPOSAL 5 - SHAREHOLDER SHAREHOLDER YES AGAINST FOR
SAY ON EXECUTIVE PAY
PROPOSAL #08: STOCKHOLDER PROPOSAL 6 - DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ALUMINA LTD
TICKER: N/A CUSIP: Q0269M109
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the financial report and the ISSUER NO N/A N/A
reports of the Directors and the Auditor for the YE
31 DEC 2008
PROPOSAL #2.: Adopt the remuneration report for the ISSUER YES FOR FOR
YE 31 DEC 2008
PROPOSAL #3.A: Re-elect Mr. Donald M. Morley as a ISSUER YES FOR FOR
Director who retires in accordance with the Company's
constitution
PROPOSAL #3.B: Elect Mr. John Bevan as a Director ISSUER YES FOR FOR
PROPOSAL #4.: Approve, for all purposes under the ISSUER YES FOR FOR
Corporations Act 2001 [Cth], the grant to Mr. John
Bevan, 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 #5.: Approve and adopt, pursuant to Sections ISSUER YES FOR FOR
136[2] and 648G of the Corporations Act 2001 [Cth],
the constitution submitted to this meeting as
specified as the Constitution of the Company in
substitution for and to the exclusion of the existing
constitution of the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMAZON.COM, INC.
TICKER: AMZN CUSIP: 023135106
MEETING DATE: 5/28/2009 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: ALAIN MONIE 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 ISSUER YES FOR FOR
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMCOR LTD
TICKER: N/A CUSIP: Q03080100
MEETING DATE: 10/23/2008 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 2008
PROPOSAL #2.A: Re-elect Mr. Ernest John James Pope as ISSUER YES FOR FOR
a Director who retires by rotation in accordance
with Rule 63 of the Company's Constitution
PROPOSAL #2.B: Re-elect Mr. John Gordon Thorn as a ISSUER YES FOR FOR
Director who retires by rotation in accordance with
Rule 63 of the Company's Constitution
PROPOSAL #3.: Approve, for all purposes under the ISSUER YES FOR FOR
Corporations Act 2001 [Cth] and the Australian
Securities Exchange Listing Rules [including Listing
Rule 10.14], the issue to the Managing Director and
the Chief Executive Officer of the Company, Mr. K.N.
MacKenzie, of 170,000 Performance Rights and 280,000
Options pursuant to the Company's Long Term Incentive
Plan, as specified, and for the issue of ordinary
shares in the Company upon the exercise of those
Options and Performance Rights
PROPOSAL #4.: Approve, for all purposes under the ISSUER YES FOR FOR
Corporations Act 2001 [Cth], and the Australian
Securities Exchange Listing Rules [including Listing
Rule 10.14], the issue to the Managing Director and
the Chief Executive Officer of the Company, Mr. K.N.
MacKenzie, of up to 150,000 Share Rights pursuant to
the Company's Management Incentive Plan - Equity, as
specified and for the issue of ordinary shares in the
Company upon the vesting of those Share Rights
PROPOSAL #5.: Adopt the remuneration report for the ISSUER YES FOR FOR
Company [included in the report of the Directors] for
the YE 30 JUN 2008
PROPOSAL #6.: Approve the maximum aggregate amount ISSUER YES FOR FOR
available for payment to the Non- Executive Directors
of the Company in accordance with Rule 51 of the
Company's Constitution and the Australian Securities
Exchange Listing Rule 10.17, as remuneration for
their services, be increased by AUD 500,000 from an
amount not exceeding AUD 2,000,000 per annum to an
amount not exceeding AUD 2,500,000 per annum
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMEC PLC
TICKER: N/A CUSIP: G02604117
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the accounts and reports of the ISSUER YES FOR FOR
Director's and the Auditors for the YE 31 DEC 2008
PROPOSAL #2.: Declare the final dividend of 10.1p per ISSUER YES FOR FOR
share
PROPOSAL #3.: Approve the Director's remuneration ISSUER YES FOR FOR
report
PROPOSAL #4.: Approve the remuneration policy set out ISSUER YES FOR FOR
in the Director's remuneration report
PROPOSAL #5.: Re-elect Mr. I.P. McHoul as a Director, ISSUER YES FOR FOR
who retires in accordance with Article 82 of the
Articles of Association of the Company
PROPOSAL #6.: Re-elect Mr. S.R. Thompson as a ISSUER YES FOR FOR
Director, who retires in accordance with Article 82
of the Articles of Association of the Company
PROPOSAL #7.: Re-elect Mr. N.A. Bruce as a Director, ISSUER YES FOR FOR
who retires in accordance with Article 82 of the
Articles of Association of the Company
PROPOSAL #8.: 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 accounts are laid
before the Company
PROPOSAL #9.: Authorize the Directors to fix the ISSUER YES FOR FOR
remuneration of the Auditors
PROPOSAL #S.10: Authorize the Company, for the ISSUER YES FOR FOR
purpose of Section 166 of the Companies Act 1985, to
make market purchases [Section 163(3)] of up to
maximum number of 33,259,712 ordinary shares of 50p
each in the capital of the Company, at a minimum
price of 50p and up to 105% of the average middle
market quotations for such shares derived from the
London Stock Exchange Daily Official List, over the
previous 5 business days; [Authority expires the
earlier of the conclusion of the AGM of the Company
held in 2010]; the Company, before the expiry, may
make a contract to purchase ordinary shares which
will or may be executed wholly or partly after such
PROPOSAL #11: Approve to renew the authority ISSUER YES FOR FOR
conferred on the Directors by Article 7.2 of the
Articles of Association of the Company, until the
conclusion of AGM of the Company to be held in 2010
and for such period the Section 80 amount should be
PROPOSAL #S.12: Approve to renew the authority ISSUER YES FOR FOR
conferred on the Directors by Article 7.3 of the
Articles of Association of the Company, until the
conclusion of AGM of the Company to be held in 2010
and for such period the Section 89 amount should be
GBP 8,314,928
PROPOSAL #S.13: Approve, with effect from 00.01 am on ISSUER YES FOR FOR
01 OCT 2009, to amend the Articles of Association of
the Company as specified; and to adopt the amended
Articles of Association as the Articles of
Association of the Company in substitution for and to
exclusion of the existing Articles of Association
PROPOSAL #S.14: Approve the general meeting other ISSUER YES FOR FOR
than an AGM may be not less than 14 clear days notice
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICA MOVIL, S.A.B. DE C.V.
TICKER: AMX CUSIP: 02364W105
MEETING DATE: 4/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I: APPOINTMENT OR, AS THE CASE MAY BE, ISSUER YES AGAINST AGAINST
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
RESOLUTION THEREON.
PROPOSAL #II: APPOINTMENT OF DELEGATES TO EXECUTE ISSUER YES FOR AGAINST
AND, IF APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED
BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN EXPRESS COMPANY
TICKER: AXP CUSIP: 025816109
MEETING DATE: 4/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: D.F. AKERSON ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: C. BARSHEFSKY ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: U.M. BURNS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: K.I. CHENAULT ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: P. CHERNIN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: J. LESCHLY ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: R.C. LEVIN ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: R.A. MCGINN ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: E.D. MILLER ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: S.S REINEMUND ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: R.D. WALTER ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: R.A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
PROPOSAL #03: ADVISORY (NON-BINDING) VOTE APPROVING ISSUER YES FOR FOR
EXECUTIVE COMPENSATION.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING FOR DIRECTORS.
PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES AGAINST FOR
CALLING OF SPECIAL SHAREHOLDER MEETINGS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICAN GREETINGS CORPORATION
TICKER: AM CUSIP: 026375105
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: CHARLES A. RATNER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JERRY SUE THORNTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY WEISS ISSUER YES FOR FOR
PROPOSAL #02: APPROVING AN AMENDMENT TO THE AMERICAN ISSUER YES AGAINST AGAINST
GREETINGS 2007 OMNIBUS INCENTIVE COMPENSATION PLAN TO
INCREASE THE NUMBER OF COMMON SHARES AVAILABLE FOR
ISSUANCE THEREUNDER FROM 3,500,000 (2,800,000 CLASS A
COMMON SHARES AND 700,000 CLASS B COMMON SHARES) TO
5,500,000 (4,400,000 CLASS A COMMON SHARES AND
1,100,000 CLASS B COMMON SHARES)
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERICA'S CAR-MART, INC.
TICKER: CRMT CUSIP: 03062T105
MEETING DATE: 10/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: TILMAN FALGOUT, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN DAVID SIMMONS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM M. SAMS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM H. HENDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL J. ENGLANDER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: WILLIAM A. SWANSTON ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERIPRISE FINANCIAL, INC.
TICKER: AMP CUSIP: 03076C106
MEETING DATE: 4/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: WARREN D. KNOWLTON ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JEFFREY NODDLE ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: ROBERT F. SHARPE, ISSUER YES FOR FOR
JR.
PROPOSAL #02: PROPOSAL TO RATIFY THE AUDIT ISSUER YES FOR FOR
COMMITTEE'S SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMERISOURCEBERGEN CORPORATION
TICKER: ABC CUSIP: 03073E105
MEETING DATE: 2/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: RICHARD C. GOZON ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: MICHAEL J. LONG ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: J. LAWRENCE WILSON ISSUER YES FOR FOR
PROPOSAL #2: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS AMERISOURCEBERGEN'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
PROPOSAL #3: APPROVAL OF AMENDMENTS TO THE ISSUER YES FOR FOR
AMERISOURCEBERGEN CORPORATION 2002 MANAGEMENT STOCK
INCENTIVE PLAN AND APPROVAL OF THE PLAN, AS AMENDED.
PROPOSAL #4: STOCKHOLDER PROPOSAL TO REDEEM COMPANY'S SHAREHOLDER YES FOR AGAINST
POISON PILL.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMKOR TECHNOLOGY, INC.
TICKER: AMKR CUSIP: 031652100
MEETING DATE: 5/4/2009 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: STEPHEN G. NEWBERRY 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 THE
YEAR ENDING DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMMB HOLDINGS BHD
TICKER: N/A CUSIP: Y0122P100
MEETING DATE: 9/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Amend, subject to the passing of the ISSUER YES AGAINST AGAINST
Ordinary Resolution 1, Clause 3(33) of the Memorandum
of Association of the Company by the inclusion of
the words as specified, and authorize the Directors
of the Company to do all such acts and things and to
take all such steps that are necessary to give full
effect to the proposed amendment
PROPOSAL #1.: Authorize the Company, subject to the ISSUER YES AGAINST AGAINST
passing of the special resolution and approvals of
all relevant authorities for the Proposed ESS being
obtained: i) to establish an Executives' Share Scheme
for the benefit of the eligible executives and
Executive Directors of AHB and its subsidiaries
[excluding subsidiaries which are dormant] [AHB
Group] who fulfill certain specified conditions of
eligibility for participation in the Proposed ESS
[Eligible Executives] and to implement and administer
the same in accordance with the By-Laws of the
Proposed ESS as specified [By-Laws]; ii) to appoint a
trustee to facilitate the implementation of the
Proposed ESS; iii) authorize and procure any one or
more of the subsidiaries of the Company to provide,
to the extent permitted By Laws, assistance
[financial or otherwise] from time to time if
required to enable the trustee to subscribe for
and/or acquire new or existing ordinary shares in the
Company [Shares]; iv) to allot and issue and/or
procure the transfer of such number of new or
existing Shares [Scheme Share] from time to time as
may be required for the purpose of the Proposed ESS,
provided that the total number of Scheme Shares to be
allotted and issued and/or transferred shall not
exceed 15% in aggregate of the total issued and paid-
up ordinary share capital of the Company at any point
of time throughout the duration of the Proposed ESS;
v) to make the necessary applications to Bursa
Malaysia Securities Berhad [Bursa Securities] for
permission to deal in and for the listing and
quotation of the new Shares that may hereafter from
time to time be allotted and issued pursuant to the
Proposed ESS; and vi) to do all such acts, execute
all such documents and to enter into all such
transactions, arrangements and agreements, deeds or
undertakings and to make such rules or regulations,
or impose such terms and conditions or delegate part
of its power as may be necessary or expedient in
order to give full effect to the Proposed ESS and the
terms of the By-Laws and to assent to any condition,
variation, modification and/or amendment as may be
imposed by and/or agreed with the relevant
authorities; and authorize the Directors of the
Company to give effect to the Proposed ESS with full
power to modify and/or amend the By-Laws from time to
time as may be required or deemed necessary in
accordance with the provisions of the By-Laws
relating to amendments and/or modifications and to
assent to any condition, variation, modification
and/or amendment as may be necessary or expedient
PROPOSAL #2.: Authorize the Directors of the Company, ISSUER YES AGAINST AGAINST
subject to the passing of the Special Resolution and
Ordinary Resolution 1 above and the approvals of all
the relevant authorities for the proposed
establishment of an executives share scheme of up to
15% of the issued and paid-up ordinary share capital
of the Company, from time to time and at any time
procure the offering and the allocation to Mr. Cheah
Tek Kuang, the Group Managing Director of the
Company, of such number of new or existing ordinary
shares in the Company [Shares] which will be vested
in him at a specified future date as well as options
which, upon exercise, will entitle him to obtain
Shares at a specified future date and at a pre-
determined price and to allot and issue and/or
transfer such number of Shares to him from time to
time, all in accordance with the By-Laws as specified
PROPOSAL #3.: Approve to renew, the shareholders' ISSUER YES FOR FOR
mandate for the Company and/or its subsidiaries to
enter into recurrent related party transactions of a
revenue or trading nature with Amcorp Group Berhad
and any of its subsidiary and/or Associated Companies
[Amcorp Group] which are necessary for the day-to-
day operations of the Company and/or of its
subsidiaries in the ordinary course of business on
terms not more favourable to Amcorp Group than those
generally available to the public and which are not
detrimental to the minority shareholders of the
Company, particulars of which are as specified and
continue in force until the conclusion of the next
AGM of the Company and that disclosure be made in the
annual report of the Company of the aggregate value
of such transactions conducted pursuant to the
shareholders' mandate granted during the FY and
authorize the Directors of the Company to complete
and do all such acts and things as they may consider
expedient or necessary or in the interests of the
Company and/or its subsidiaries and to give effect to
the transactions contemplated and/or authorised by
this resolution
PROPOSAL #4.: Approve to renew, the shareholders' ISSUER YES FOR FOR
mandate for the Company and/or its subsidiaries to
enter into recurrent related party transactions of a
revenue or trading nature with AMDB Berhad and any of
its subsidiary and/or associated companies [AMDB
Group] which are necessary for the day-to-day
operations of the Company and/or its subsidiaries in
the ordinary course of business on terms not more
favourable to AMDB Group than those generally
available to the public and which are not detrimental
to the minority shareholders of the Company,
particulars of which are as specified, and continue
in force until the conclusion of the next AGM of the
Company and that disclosure be made in the annual
report of the Company of the aggregate value of such
transactions conducted pursuant to the shareholders'
mandate granted during the FY and authorize the
Directors of the Company to complete and do all such
acts and things as they may consider expedient or
necessary or in the interests of the Company and/or
its subsidiaries and to give effect to the
transactions contemplated and/or authorised by this
resolution
PROPOSAL #5.: Approve to renew, the shareholders' ISSUER YES FOR FOR
mandate for the Company and/or its subsidiaries to
enter into recurrent related party transactions of a
revenue or trading nature with Australia and New
Zealand Banking Group Limited and any of its
subsidiary and/or associated companies [ANZ Group]
which are necessary for the day-to-day operations of
the Company and/or its subsidiaries in the ordinary
course of business on terms not more favourable to
ANZ Group than those generally available to the
public and which are not detrimental to the minority
shareholders of the Company, particulars of which are
as specified and continue in force until the
conclusion of the next AGM of the Company and that
disclosure be made in the annual report of the
Company of the aggregate value of such transactions
conducted pursuant to the shareholders' mandate
granted herein during the FY and authorize the
Directors of the Company to complete and do all such
acts and things as they may consider expedient or
necessary or in the interests of the Company and/or
its subsidiaries and to give effect to the
transactions contemplated and/or authorised by this
PROPOSAL #6.: Approve to renew, the shareholders' ISSUER YES FOR FOR
mandate for the Company and/or its subsidiaries to
enter into recurrent related party transactions of a
revenue or trading nature with Unigaya Protection
System Sdn Bhd and any of its subsidiary and/or
Associated Companies [Unigaya Group] which are
necessary for the day-to-day operations of the
Company and/or its subsidiaries in the ordinary
course of business on terms not more favourable to
Unigaya Group than those generally available to the
public and which are not detrimental to the minority
shareholders of the Company, particulars of which are
as specified and continue in force until the
conclusion of the next AGM of the Company and that
disclosure be made in the annual report of the
Company of the aggregate value of such transactions
conducted pursuant to the shareholders' mandate
granted during the FY and authorize the Directors of
the Company to complete and do all such acts and
things as they may consider expedient or necessary or
in the interests of the Company and/or its
subsidiaries and to give effect to the transactions
contemplated and/or authorised by this resolution
PROPOSAL #7.: Approve to renew, the shareholders' ISSUER YES FOR FOR
mandate for the Company and/or its subsidiaries to
enter into recurrent related party transactions of a
revenue or trading nature with Modular Corp (M) Sdn
Bhd and any of its subsidiary and/or associated
companies [Modular Group] which are necessary for the
day-to-day operations of the Company and/or its
subsidiaries in the ordinary course of business on
terms not more favourable to Modular Group than those
generally available to the public and which are not
detrimental to the minority shareholders of the
Company, particulars of which are as specified, and
continue in force until the conclusion of the next
annual general meeting of the Company and that
disclosure be made in the annual report of the
Company of the aggregate value of such transactions
conducted pursuant to the shareholders' mandate
granted herein during the FY and authorize the
Directors of the Company to complete and do all such
acts and things as they may consider expedient or
necessary or in the interests of the Company and/or
its subsidiaries and to give effect to the
transactions contemplated and/or authorised by this
PROPOSAL #8.: Authorize the Company and/or its ISSUER YES FOR FOR
subsidiaries to enter into recurrent related party
transactions of a revenue or trading nature with
Australia and New Zealand Banking Group Limited and
any of its subsidiary and/or Associated Companies
[ANZ Group] which are necessary for the day-to-day
operations of the Company and/or its subsidiaries in
the ordinary course of business on terms not more
favourable to ANZ Group than those generally
available to the public and which are not detrimental
to the minority shareholders of the Company,
particulars of which are as specified, such approval
to continue in force until the conclusion of the next
AGM of the Company and that disclosure be made in
the annual report of the Company of the aggregate
value of such transactions conducted pursuant to the
shareholders' mandate granted herein during the FY
and authorize the Directors of the Company to
complete and do all such acts and things as they may
consider expedient or necessary or in the interests
of the Company and/or its subsidiaries and to give
effect to the transactions contemplated and/or
authorised by this resolution
PROPOSAL #9.: Authorize the Company and/or its ISSUER YES FOR FOR
subsidiaries to enter into recurrent related party
transactions of a revenue or trading nature with
Cuscapi Berhad and any of its subsidiary and/or
Associated Companies [Cuscapi Group] which are
necessary for the day-to-day operations of the
Company and/or its subsidiaries in the ordinary
course of business on terms not more favourable to
Cuscapi Group than those generally available to the
public and which are not detrimental to the minority
shareholders of the Company, particulars of which are
as specified, such approval to continue in force
until the conclusion of the next AGM of the Company
and that disclosure be made in the annual report of
the Company of the aggregate value of such
transactions conducted pursuant to the shareholders'
mandate granted during the FY and authorize the
Directors of the Company to complete and do all such
acts and things as they may consider expedient or
necessary or in the interests of the Company and/or
its subsidiaries and to give effect to the
transactions contemplated and/or authorised by this
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AMMB HOLDINGS BHD
TICKER: N/A CUSIP: Y0122P100
MEETING DATE: 9/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the audited financial ISSUER YES FOR FOR
statements for the FYE 31 MAR 2008 and the reports of
the Directors and the Auditors thereon
PROPOSAL #2.: Approve a first and final dividend of ISSUER YES FOR FOR
6.0% less tax for the FYE 31 MAR 2008
PROPOSAL #3.: Approve the payment of the Directors' ISSUER YES FOR FOR
fees of MYR 36,000 per annum for each Director for
the FYE 31 MAR 2008
PROPOSAL #4.: Re-elect Mr. Y. Bhg Dato' Azlan Hashim ISSUER YES FOR FOR
as a Director, who retires by rotation pursuant to
Article 89 of the Company's Articles of Association
PROPOSAL #5.: Re-elect Mr. Y. Bhg Tan Sri Datuk Dr ISSUER YES FOR FOR
Aris Osman @ Othman as a Director, who retires by
rotation pursuant to Article 89 of the Company's
Articles of Association
PROPOSAL #6.: Re-elect Mr. Y. Bhg Dato' Izham Mahmud ISSUER YES FOR FOR
as a Director, who retires by rotation pursuant to
Article 89 of the Company's Articles of Association
PROPOSAL #7.: Re-elect Mr. Soo Kim Wai as a Director, ISSUER YES FOR FOR
who retires by rotation pursuant to Article 89 of
the Company's Articles of Association
PROPOSAL #8.: Re-elect Mr. Alexander Vincent Thursby, ISSUER YES FOR FOR
who retires pursuant to Article 97 of the Company's
Articles of Association
PROPOSAL #9.: Re-appoint Messrs. Ernst & Young, the ISSUER YES FOR FOR
retiring Auditors, and authorize the Directors to
determine their remuneration
PROPOSAL #10.: Authorize the Board of Directors, ISSUER YES FOR FOR
subject to the approvals from the relevant
authorities, where such approval is necessary,
pursuant to Section 132D of the Companies Act, 1965,
to issue shares in the capital of the Company at any
time upon such terms and conditions and for such
purposes as the Directors, may, in their discretion,
deem fit provided that the aggregate number of shares
to be issued pursuant to this resolution does not
exceed 10% of the issued share capital of the Company
for the time being
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ISSUER: AMMB HOLDINGS BHD
TICKER: N/A CUSIP: Y0122P100
MEETING DATE: 5/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Authorize the Directors for the ISSUER YES FOR FOR
Proposed Special Issue being obtained, to increase
the issued and paid-up share capital of the Company
by way of a special issue of 96,300,000 new Shares
[Special Issue Shares] to eligible Bumiputera
shareholders of the Company to be identified and
determined by the Directors [Identified Bumiputera
Shareholders], at an issue price to be determined and
announced by the Directors, which issue price shall
be payable in full upon application for such Special
Issue Shares being made by the Identified Bumiputera
Shareholders in response to the invitation by the
Company to participate in the Proposed Special Issue;
deal with any Special Issue Shares which are not
applied for by any invited Identified Bumiputera
Shareholders in such manner as the Directors shall in
their discretion deem fit and expedient in the
interests of the Company; and fix the issue price of
the Special Issue Shares whereby the Special Issue
Shares shall be priced at a discount of between 15%
and 20% [both amounts inclusive] to the 5 day volume
weighted average market price of the Company's shares
immediately preceding the price fixing date to be
determined later by the Directors, the issue price of
the Special Issue Shares shall not in any event be
less than the par value of the Company's shares of
MYR 1.00; the Special Issue Shares shall, upon
allotment and issue, rank pari passu in all respects
with the then existing Shares of the Company except
that they will not be entitled to any dividend
declared in respect of the FYE 31 MAR 2009,
irrespective of the date on which such dividend is
declared, made or paid, nor will they be entitled to
any rights, allotments and / or other distributions,
if the Special Issue Shares are allotted and issued
after the entitlement date for such rights,
allotments or other distributions; to do all acts and
things, execute such documents and enter into any
arrangements, agreements and / or undertakings with
any party or parties in any manner as they may deem
fit, necessary, and expedient or appropriate in order
to implement, finalize and / or give full effect to
the proposed special issue with full power to assent
to any terms, conditions, variations, modifications
and / or amendments in any manner as may be agreed to
/ required by any relevant authorities or as a
consequence of any such requirement or as may be
deemed necessary and / or expedient in the interests
of the Company including but not limited to selecting
and identifying the Identified Bumiputera
Shareholders, inviting and making decisions on the
acceptance of the applications for and the allocation
of the Special Issue Shares to the respective
PROPOSAL #2.: Authorize the Directors, subject to the ISSUER YES FOR FOR
passing of Ordinary Resolution 1 above and all the
relevant authorities to select Amcorp [a substantial
shareholder of the Company] as an Identified
Bumiputera Shareholder, to it satisfying the
eligibility criteria detailed in Section 2.4 of the
Circular to Shareholders dated 08 MAY 2009; to invite
and accept an application by Amcorp for the Special
Issue Shares; and to allot to Amcorp up to 81,852,585
special issue shares at the issue price as
determined in accordance with Ordinary Resolution 1
PROPOSAL #3.: Authorize the Directors, subject to the ISSUER YES FOR FOR
passing of Ordinary Resolution 1 above and all the
relevant authorities to select DAH [the Non-
Independent Non-Executive Deputy Chairman of the
Company and brother of Tan Sri Dato Azman Hashim, the
Non-Independent Non-Executive Chairman of the
Company] as an Identified Bumiputera Shareholder,
subject to him satisfying the eligibility criteria
detailed in Section 2.4 of the Circular to
Shareholders dated 08 MAY 2009; to invite and accept
an application by DAH for the Special Issue Shares;
to allot to DAH up to 215,684 Special Issue Shares
[being equal to the number of Shares DAH holds in the
Company as at 15 APR 2009] or up to such other
number of Special Issue Shares, as is equal to the
number of Shares that DAH holds in the Company as at
the cut-off date to be announced for determining
eligibility for the proposed special issue [the Cut-
Off Date], at the issue price as determined in
accordance with Ordinary Resolution 1 above; and d]
in the event that DAH applies for Special Issue
Shares in excess of the number of Shares that he
holds in the Company as at the Cut-Off Date and there
are unallocated Special Issue Shares, to allot such
number of additional Special Issue Shares to DAH as
the Directors may at their discretion decide in such
a manner as they think fit and in the interests of
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ISSUER: AMR CORPORATION
TICKER: AMR CUSIP: 001765106
MEETING DATE: 5/20/2009 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 2009
PROPOSAL #03: PROPOSAL TO APPROVE THE 2009 LONG TERM ISSUER YES FOR FOR
INCENTIVE PLAN
PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING FOR THE ELECTION OF DIRECTORS
PROPOSAL #05: STOCKHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
SPECIAL SHAREHOLDER MEETINGS
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ISSUER: ANGLO AMERN PLC
TICKER: N/A CUSIP: G03764134
MEETING DATE: 4/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report and accounts ISSUER YES FOR FOR
PROPOSAL #2.: Re-elect Mr. David Challen ISSUER YES FOR FOR
PROPOSAL #3.: Re-elect Mr. Chris Fay ISSUER YES FOR FOR
PROPOSAL #4.: Re-elect Sir Rob Margetts ISSUER YES FOR FOR
PROPOSAL #5.: Re-elect Sir Mark Moody Stuart ISSUER YES FOR FOR
PROPOSAL #6.: Re-elect Mr. Fred Phaswana ISSUER YES FOR FOR
PROPOSAL #7.: Re-elect Mr. Mamphela Ramphele ISSUER YES AGAINST AGAINST
PROPOSAL #8.: Re-elect Mr. Peter Woicke ISSUER YES AGAINST AGAINST
PROPOSAL #9.: Re-appoint Deloitte LLP as the Auditors ISSUER YES FOR FOR
PROPOSAL #10.: Authorize the Directors to determine ISSUER YES FOR FOR
the Auditors remuneration
PROPOSAL #11.: Approve the remuneration report ISSUER YES FOR FOR
PROPOSAL #12.: Authorize the Directors to allot shares ISSUER YES FOR FOR
PROPOSAL #S.13: Approve to disapply pre emption rights ISSUER YES FOR FOR
PROPOSAL #S.14: Grant authority to the purchase of ISSUER YES FOR FOR
own shares
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ISSUER: ANGLO IRISH BANK CORPORATION PLC, DUBLIN
TICKER: N/A CUSIP: G03815118
MEETING DATE: 1/16/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to increase the authorized the ISSUER YES FOR FOR
share capital of the Company, subject to Resolutions
2, 3, 4 and 5 being duly passed, from EUR 242,000,000
divided into 1,200,000,000 ordinary shares of EUR
0.16 each and 50,000,000 Non-Cumulative Preference
Shares of EUR 1.00 each, GBP 50,000,000 divided into
50,000,000 Non-Cumulative Preference Shares of GBP
1.00 each and USD 50,000,000 divided into 50,000,000
Non-Cumulative Preference Shares of USD 1.00 each to
EUR 482,000,000 divided into 1,200,000,000 Ordinary
Shares of EUR 0.16 each, 50,000,000 Non-Cumulative
Preference Shares of EUR 1.00 each and 1,500,000,000
perpetual 2009 Non-Cumulative Redeemable Preference
Shares of EUR 0.16 each, GBP 50,000,000 divided into
50,000,000 Non-Cumulative Preference Shares of GBP
1.00 each and USD 50,000,000 divided into 50,000,000
Non-Cumulative Preference Shares of USD 1.00 each by
the creation of 1,500,000,000 perpetual 2009 Non-
Cumulative Redeemable Preference Shares of EUR 0.16
each, and amend Clause 4 of the Memorandum of
Association of the Company accordingly
PROPOSAL #2.: Authorize the Directors, subject to ISSUER YES FOR FOR
Resolutions 1, 3, 4 and 5 being duly passed, for the
purposes of Section 20 of the Companies [Amendment]
Act 1983 [the 1983 Act], to allot and issue relevant
securities [as defined by the said Section 20] up to
an amount equal to the authorized but unissued share
capital of the Company as at the close of business on
16 JAN 2009 and to allot and issue any shares
purchased by the Company pursuant to the provisions
of the Companies Act 1990 [the 1990 Act] and held as
treasury shares [as defined by Section 209 of the
1990 Act] [Treasury Shares]; [Authority shall expire
on 15 JAN 2014]; and the Company may before such date
make any offers or agreements which would or might
require any such securities to be allotted or issued
after such expiry and the Directors may allot and
issue any such securities in pursuance of such offers
or agreements as if the power conferred hereby had
not expired
PROPOSAL #S.3: Authorize the Directors, subject to ISSUER YES FOR FOR
Resolutions 1, 2, 4 and 5 being duly passed, for the
purposes of Section 24 of the 1983 Act, to allot
equity securities for cash pursuant to, and in
accordance with, Article 8(b) of the Articles of
Association of the Company [being the Articles
proposed to be adopted pursuant to Resolution 4];
[Authority expires earlier of the date of the AGM of
the Company after the passing of this resolution or
30 APR 2009]; or renewed in accordance with the
provisions of the 1983 Act and Article 8(b)
PROPOSAL #S.4: Adopt, subject to Resolutions 1, 2, 3 ISSUER YES FOR FOR
and 5 being duly passed, the regulations produced at
the EGM [as specified], the new Articles of
Association of the Company in substitution for and to
the exclusion of the existing Articles of Association
PROPOSAL #5.: Approve, subject to Resolutions 1, 2, 3 ISSUER YES FOR FOR
and 4, being duly passed, the Minister holding 75%
of the Voting Rights [as specified] which arises in
the manner described in the Circular, without
triggering an obligation on the Minister under the
Takeover Rules to make a general offer for the
balance of the issued equity share capital and
transferable voting securities of the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLO PLATINUM LTD
TICKER: N/A CUSIP: S9122P108
MEETING DATE: 3/30/2009 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 2008, together with the
report of the Auditors
PROPOSAL #2.1: Re-elect Mr. K D Dlamini as a Director ISSUER YES AGAINST AGAINST
of the Company
PROPOSAL #2.2: Re-elect Mr. B A Khumalo as a Director ISSUER YES AGAINST AGAINST
of the Company
PROPOSAL #2.3: Re-elect Mr. N F Nicolau as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #2.4: Re-elect Mr. B Nqwababa as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #2.5: Re-elect Mr. T A Wixley as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #3.: Appoint Deloitte & Touche as the ISSUER YES FOR FOR
Auditors of the Company to hold office for the YE 31
DEC 2009 and appoint Graeme Berry as the Designated
Auditor
PROPOSAL #S.4: Authorize the Company and/or any of ISSUER YES AGAINST AGAINST
its subsidiaries, in terms of Sections 85 and 89 of
the Companies Act 1973 as amended [the Companies Act]
and in terms of the Listing Requirements of the JSE
Limited [the Listing Requirements], to acquire
ordinary shares of 10 cents each [Ordinary] issued by
the Company, 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, that: 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 [JSE] 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
of 10% above the weighted average market price of
such shares over the previous 5 business days;
[Authority expires the earlier of the conclusion of
the next AGM or 15 months]; any derivative
transactions which may result in the repurchase of
ordinary shares must be priced as follows: the strike
price of any put option written by the Company may
not be at a price greater than or may be greater than
that stipulated in this resolution at the time of
entering into the derivative agreement; the strike
price of any put option may be grater than that
stipulated in this resolution at the time of entering
into the derivative agreement, but the Company may
not exceed 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; when the Company and/or any of its
subsidiaries have cumulatively purchased 3% of the
number of ordinary shares in issue on the date of
passing of this special resolution [including the
delta equivalent of any such ordinary shares
underlying derivative transactions which may result
in the repurchase by the Company of ordinary shares]
and for each 3% in aggregate of the initial number of
that class acquired thereafter an announcement must
be published as soon as possible and not later than
on the business day following the day on which the
relevant threshold is reached or exceeded, and the
announcement must comply with the Listing
Requirements; any general purchase by the Company
and/or any of its subsidiaries of the Company's
ordinary shares in issue shall not in aggregate in
any one FY exceed 20% of the Company's issued
PROPOSAL #S.5: Authorize, subject to the passing of ISSUER YES FOR FOR
Resolutions 6.3 and 6.4 and in accordance with
Section 38[2A] of the Companies Act, as amended, the
Company to provide financial assistance for the
purchase of or subscription for shares in respect of
the Anglo Platinum Bonus Share Plan [BSP] upon the
terms as specified
PROPOSAL #6O6.1: Approve, subject to the provisions ISSUER YES AGAINST AGAINST
of 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
[excluding for this purpose those ordinary shares
over which the Directors have been given specific
authority to meet the requirements of the Anglo
Platinum Share Option Scheme] under the control of
the Directors who are authorized, 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; [Authority expires at the
conclusion of the next AGM of the Company]
PROPOSAL #6O6.2: Approve the annual fees payable to ISSUER YES FOR FOR
the Non-Executive Directors of the Company be
increased to ZAR 145,000 per annum; the annual fee
payable to the Deputy Chairman of the Board from the
rate of ZAR 230,000 per annum to ZAR 250,000 per
annum; the annual for payable to the Chairman of the
Board be increased from the rate of ZAR 800,000 per
annum to the rate of ZAR 1,000,000 per annum; the
annual fees payable to Non-Executive Directors for
serving on the Committees of the Board be as
specified: Audit Committee: Member's fee to increase
from ZAR 75,000 per annum to ZAR 80,000 per annum and
Chairman's fee to increase from ZAR 110,000 per
annum to ZAR 115,000 per annum; Corporate Governance
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 90,000 per annum to ZAR 95,000
per annum; Nomination 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 90,000
per annum to ZAR 95,000 per annum; Remuneration
Committee: Member's fee to increase from ZAR 60,000
per annum to ZAR 65,000 per annum and Chairman's fee
to increase from ZAR 100,000 per annum to ZAR 105,000
per annum; and Safety and Sustainable Development
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 90,000 per annum to ZAR 95,000
per annum; Transformation Committee: Member's fee to
increase from ZAR 55,000 per annum to ZAR 60,000 per
annum; Chairman's fee to increase from ZAR 90,000 per
annum to ZAR 95,000 per annum
PROPOSAL #6O6.3: Approve and adopt the Bonus Share ISSUER YES AGAINST AGAINST
Plan [Share Incentive Scheme] tabled at the meeting,
as formally approved by the JSE as specified and
authorize the Directors of the Company to take all
the requisite steps necessary to implement the Share
Incentive Scheme, the Bonus Share Plan Scheme rules
will be available for inspection to shareholders at
the registered office address of the Company, for a
period of 14 days prior to the AGM to be held on 30
MAR 2009
PROPOSAL #6O6.4: Approve, subject to the passing of ISSUER YES AGAINST AGAINST
Resolution 6.3 and subject also to the provisions of
the Companies Act, 1973, as amended, and the Listings
Requirements of the JSE Limited, the authorized but
unissued ordinary shares of 10 cents each in the
share capital of the Company comprising the ordinary
shares required to the purchased in the market and
allocated to participants in settlement of the Bonus
Share Plan be placed at the disposal of and directly
under the control of the Directors who are authorized
to allot and issue such shares in their discretion
to such persons, on such terms and accordance and at
such times as the Directors may determine in
accordance with the rules of the Bonus Share Plan
PROPOSAL #6O6.5: Authorize any 1 Director or ISSUER YES AGAINST AGAINST
Alternate Director of the Company to sign all such
documents and to do all such things as may be
necessary for or incidental to the implementation of
the above mentioned special and ordinary resolutions
to be proposed at the AGM
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANGLOGOLD ASHANTI LTD
TICKER: N/A CUSIP: S04255196
MEETING DATE: 5/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.O.1: Adoption of the financial statements. ISSUER YES FOR FOR
PROPOSAL #2.O.2: Re-appoint Ernst & Young Inc. as the ISSUER YES FOR FOR
Auditors of the Company.
PROPOSAL #3.O.3: Re-elect Mr. RP Edey as a Director. ISSUER YES FOR FOR
PROPOSAL #4.O.4: General authority to directors to ISSUER YES FOR FOR
allot and issue ordinary shares.
PROPOSAL #5.O.5: Authority to Directors to issue ISSUER YES FOR FOR
ordinary shares for cash.
PROPOSAL #6.O.6: Increase in non-executive directors' ISSUER YES FOR FOR
fees.
PROPOSAL #7.O.7: General authority to directors to ISSUER YES FOR FOR
issue convertable bonds.
PROPOSAL #8.S.1: Increase in share capital. ISSUER YES FOR FOR
PROPOSAL #9.S.2: Amendments to the company's Articles ISSUER YES FOR FOR
of Association.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANHEUSER-BUSCH INBEV SA, BRUXELLES
TICKER: N/A CUSIP: B6399C107
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Management report by the Board of ISSUER NO N/A N/A
Directors on the accounting year ending on 31 DEC 2008
PROPOSAL #2.: Report by the Statutory Auditor on the ISSUER NO N/A N/A
accounting year ending on 31 DEC 2008
PROPOSAL #3.: Communication of the consolidated ISSUER NO N/A N/A
annual accounts relating to the accounting year
ending on 31 DEC 2008
PROPOSAL #4.: Approve the statutory annual accounts ISSUER NO N/A N/A
relating to the accounting year ended on 31 DEC 2008,
including the allocation of the result the dividend
will be payable as from 05 MAY 2009
PROPOSAL #5.: Grant discharge to the Directors for ISSUER NO N/A N/A
the performance of their duties during the accounting
year ending on 31 DEC 2008
PROPOSAL #6.: Grant discharge to the Statutory ISSUER NO N/A N/A
Auditor for the performance of his duties during the
accounting year ending on 31 DEC 2008
PROPOSAL #7.A: Amend the Executive remuneration ISSUER NO N/A N/A
policy, applicable as from 2009, this document can be
reviewed as indicated at the end of this notice
PROPOSAL #7.B: Approve the specific one-time granting ISSUER NO N/A N/A
of stock options and shares
PROPOSAL #8.A: Approve to change the control ISSUER NO N/A N/A
provisions relating to the emtnprogram
PROPOSAL #8.B: Approve to change of control ISSUER NO N/A N/A
provisions relating to the US dollar notes
PROPOSAL #9.A: Special report by the Board of ISSUER NO N/A N/A
Directors on the issuance of subscription rights and
the exclusion of the preference right of the existing
shareholders in favour of specific persons, drawn up
in accordance with Articles 583,596 and 598 of the
companies code
PROPOSAL #9.B: Special report by the statutory ISSUER NO N/A N/A
Auditor on the exclusion of the preference right of
the existing shareholders in favour of specific
persons, Drawn up in accordance with Articles 596 and
598 of the companies code
PROPOSAL #9.C: Approve the excluding the preference ISSUER NO N/A N/A
right of the existing shareholders in relation to the
issuance of subscription rights in favour of all
current directors of the Company, as well as former
Directors of the company, as identified in the report
referred under item(a) as specified
PROPOSAL #9.D: Approve the issuance of a maximum ISSUER NO N/A N/A
number of 1,250,000 subscription rights and
determining their terms and conditions [as such terms
and conditions are appended to report referred under
item (a) above]
PROPOSAL #9.E: Approve to increase the capital of the ISSUER NO N/A N/A
Company, under the condition precedent and to the
extent of the exercise of the subscription rights,
for a maximum amount equal to the number of
subscription rights multiplied by their exercise
price and allocation of the issuance premium to an
account not available for distribution
PROPOSAL #9.F.i: Authorize the nomination Committee ISSUER NO N/A N/A
to determine the effective total number of
subscription rights to be offered and the individual
number of subscription rights to be offered to each
of the Directors and former Directors
PROPOSAL #9.Fii: Authorize the two Directors acting ISSUER NO N/A N/A
jointly to have recorded by notarial deed the
exercise of the subscription rights, the
corresponding increase of the capital, the number of
new shares issued, the resulting modification to the
Articles of Association and the allocation of the
issuance premium to an account not available for
PROPOSAL #10.A: Special report by the Board of ISSUER NO N/A N/A
Directors on the authorized capital, drawn up in
accordance with article 604 of the Companies code
PROPOSAL #10.B: Approve to cancel the unused portion ISSUER NO N/A N/A
of the existing authorized capital, granting a new
authorization to the Board of Directors to increase
the capital in accordance with Article 6 of the
Articles of Association, in one or more transactions,
by the issuance of a number of shares, or financial
instruments giving right to a number of shares, which
will represent not more than 3pct of the shares
issued as at 28 APR 2009, and modifying Article 6 of
the articles of Association accordingly; such
authorization is granted for a period of five years
as from the date of publication of this modification
to the Articles of Association in the belgian state
journal [moniteur belge belgisch staatsblad]
PROPOSAL #11.: Authorize the Board of Directors to ISSUER NO N/A N/A
purchase the company's own shares, as such
authorization and its terms and conditions are
provided for by Article 10, indent 1, of the Articles
of Association, and amending Article 10, indent 2 of
the Articles of Association accordingly; such
authorization is granted for a period of five years
as from 28 APR 2009
PROPOSAL #12.: Authorize Mr. Benoit Loore, VP legal ISSUER NO N/A N/A
Corporate, with power to substitute and without
prejudice to other delegtions of powers to the extent
applicable, for (i) the restatements of the Articles
of Association as a result of all changes referred
to above, the signing of the restated Articles of
Association and their filings with the clerk's office
of the commercial court of brussels,(ii) the filing
with the same clerk's office of the resolutions
referred under item 8 above and (iii) any other
filings and publication formalities in relation to
the above resolution
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ANTOFAGASTA P L C
TICKER: N/A CUSIP: G0398N128
MEETING DATE: 6/10/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and adopt the reports of the ISSUER YES AGAINST AGAINST
Directors' and the Auditors' and the financial
statements for the YE 31 DEC 2008
PROPOSAL #2.: Receive and approve the remuneration ISSUER YES AGAINST AGAINST
report for the YE 31 DEC 2008
PROPOSAL #3.: Declare a final dividend ISSUER YES FOR FOR
PROPOSAL #4.: Re-elect Mr. C H Bailey as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Re-elect Mr. R F Jara as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #6.: Re-elect Mr. G S Menendez as a Director ISSUER YES FOR FOR
PROPOSAL #7.: 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 #8.: Authorize the capital of the Company be ISSUER YES FOR FOR
increased from GBP 67,000,000 to GBP 85,000,000 by
the creation of 360,000,000 ordinary shares of 5p each
PROPOSAL #9.: Authorize the Directors of the Company ISSUER YES FOR FOR
to allot relevant securities [as specified in the
Companies Act 1985] up to an aggregate nominal amount
of GBP 16,430,945; and relevant securities
comprising equity securities [as specified in the
Companies Act 1985] up to an aggregate nominal amount
of GBP 32,861,890 [such amount to be reduced by the
aggregate nominal amount of relevant securities
issued under Paragraph [A] of this resolution in
connection with an offer by way of a rights issue:
[i] to ordinary shareholders in proportion [as nearly
as may be practicable] to their existing holdings;
and [ii] to holders of other equity securities as
required by the rights of those securities or,
subject to such rights, as the Directors otherwise
consider necessary, and so that the Directors' may
impose any limits or restrictions and make any
arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any
territory or any other matter, such authorities to
apply until the end of the Company's next AGM to be
held in 2010 [or, if earlier, until the close of
business on 30 JUN 2010] but, in each case, so that
the Company may make offers and enter into agreements
before the authority expires which would, or might,
require relevant securities to be allotted after the
authority expires and the Directors may allot
relevant securities under any such offer or agreement
PROPOSAL #S.10: Authorize the Directors to allot ISSUER YES FOR FOR
equity securities [as specified in the Companies Act
1985] for cash pursuant to the authority granted by
Resolution 9 and where the allotment constitutes an
allotment of equity securities by virtue of Section
94[3A] of the Companies Act 1985, in each case free
of the restriction in Section 89[1] of the Companies
Act 1985, such power to be limited: [A] to the
allotment of equity securities in connection with an
offer of equity securities [but in the case of
allotment pursuant to the authority granted by
Paragraph [B] of Resolution 9, such power shall be
limited to the allot of equity securities in
connection with an offer by way of a rights issue
only]: [i] to ordinary shareholders in proportion [as
nearly as may be practicable] to their existing
holdings; [ii] to holders of other equity securities,
as required by the rights of those securities or
subject to such rights, as the Directors otherwise
consider necessary, and so that the Directors may
impose any limits or restrictions and make any
arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional
entitlements. record dates, legal; regulatory or
practical problems in, or under the laws of, any
territory or any other matter; and [B] to the
allotment of equity securities pursuant to the
authority granted by Paragraph [A] of Resolution 9
and/or an allotment which constitutes an allotment of
equity securities by virtue of Section 94[3A] of
Companies Act 1985 [in each case otherwise than in
the circumstances set out in Paragraph [A] of this
Resolution 10] up to a nominal amount of GBP
2,464,641; such power to apply until the end of the
Company's next AGM to be held in 2010 [or, if
earlier, until the close of business on 30 JUN 2010]
but so that the Company, may make offers and enter
into agreements before the power expires which would,
or might, require equity securities to be allotted
after the power expires and the Directors may allot
equity securities under any such offer or agreement
PROPOSAL #S.11: Authorize the Company to make one or ISSUER YES FOR FOR
more market purchases [within the meaning of Section
163[3] of the Companies Act 1985] of ordinary shares
of 5p in the capital of the Company [Ordinary Shares]
provided that: the maximum aggregate number of
Ordinary Shares authorized to be purchased is
98,585,669 [representing 10% of the issued ordinary
share capital of the Company]; the minimum price
which may be paid for an Ordinary Share is 5p; the
maximum price which may be paid for an Ordinary Share
is an amount equal to 105% of the average of the
middle market quotations for an Ordinary Share as
derived from The London Stock Exchange Daily Official
List for the 5 business days immediately preceding
the day on which that Ordinary Share is purchased;
[authority expires at the earlier of the conclusion
of the next AGM of the Company to be held in 2010 and
30 JUN 2010]; and the Company may make a Contract to
purchase Ordinary Shares under this authority before
the expiry of the authority which will or may be
executed wholly or partly after the expiry of the
authority, and may make a purchase of Ordinary Shares
in pursuance of any such Contract
PROPOSAL #S.12: Approve, a general meeting of the ISSUER YES FOR FOR
Company other than an AGM may be called on not less
than 14 clear days' notice
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ISSUER: APACHE CORPORATION
TICKER: APA CUSIP: 037411105
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: ELECTION OF DIRECTOR: FREDERICK M. BOHEN ISSUER YES FOR FOR
PROPOSAL #02: ELECTION OF DIRECTOR: GEORGE D. LAWRENCE ISSUER YES FOR FOR
PROPOSAL #03: ELECTION OF DIRECTOR: RODMAN D. PATTON ISSUER YES FOR FOR
PROPOSAL #04: ELECTION OF DIRECTOR: CHARLES J. PITMAN ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AQUARIUS PLATINUM LTD
TICKER: N/A CUSIP: G0440M128
MEETING DATE: 11/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Re-elect Mr. David Dix as a Director, ISSUER YES ABSTAIN AGAINST
who retires in accordance with the Company's Bye-Laws
PROPOSAL #2.: Re-elect Sir William Purves as a ISSUER YES ABSTAIN AGAINST
Director, who retires in accordance with the
Company's Bye-Laws
PROPOSAL #3.: Appoint Messrs Ernst & Young of Perth, ISSUER YES ABSTAIN AGAINST
Western Australia as the Auditors of the Company
until the conclusion of the next AGM at a fee to be
agreed by the Directors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELORMITTAL SA LUXEMBOURG
TICKER: N/A CUSIP: L0302D129
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the decision to (i) renew for a ISSUER NO N/A N/A
5-year period the authorized share capital of EUR
7,082,460,000 represented by 1,617,000,000 shares
without nominal value, compared to the Company's
issued share capital of EUR 6,345,859,399.86
represented by 1,448,826,347 shares without nominal
value, representing a potential maximum increase in
the Company's issued share capital of 168,173,653 new
shares, and (ii) authorize the Board of Directors of
the Company to issue, within the limit of such
authorized share capital, new shares for various
types of transactions and to amend Article 5.5 of the
Articles of Association of the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELORMITTAL SA LUXEMBOURG
TICKER: N/A CUSIP: L0302D129
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Management report of the ISSUER NO N/A N/A
Board of Directors and the report of the Independent
Company Auditor, approves the consolidated financial
statements for the FY 2008 in their entirety, with a
resulting consolidated net income of EUR 10,439
millions
PROPOSAL #2.: Receive the management report of the ISSUER NO N/A N/A
Board of Directors and the report of the Independent
Company Auditor, approves the Parent Company Annual
Accounts for the FY 2008 in their entirety, with a
resulting profit for Arcelor Mittal as Parent Company
of the Arcelor Mittal group of EUR 19,093,961,939
[established in accordance with the laws and
regulations of the Grand-Duchy of Luxembourg, as
compared to the consolidated net income of EUR 10,439
millions established in accordance with
International Financial Reporting Standards as
adopted in the European Union, the subject of the
PROPOSAL #3.: Acknowledge the results to be allocated ISSUER NO N/A N/A
and distributed amount to EUR 28,134,244,719, from
which EUR 105,278,200 must be allocated to the legal
reserve and EUR 395,657,429 must be allocated to the
reserve for shares held in treasury
PROPOSAL #4.: Approve to allocate the results of the ISSUER NO N/A N/A
Company based on the Parent Company Annual Accounts
for the FY 2008 as specified, dividends are paid in
equal quarterly installments of EUR 0.1875 [gross]
per share, a first installment of dividend of EUR
0.1875 [gross] per share has been paid on 16 MAR 2009
PROPOSAL #5.: Approve to set the amount of annual ISSUER NO N/A N/A
Directors compensation and attendance fees to be
allocated to the Members of the Board of Directors at
USD 2,870,634
PROPOSAL #6.: Grant discharge to the Directors for FY ISSUER NO N/A N/A
2008
PROPOSAL #7.: Acknowledge the end of mandate for ISSUER NO N/A N/A
Messrs. Michel Marti; Sergio Silva de Freitas;
Wilbur L. Ross; Narayanan Vaghul; Francois Pinault;
and Jean-Pierre Hansen
PROPOSAL #8.: Re-elect Mr. Narayanan Vaghul, residing ISSUER NO N/A N/A
at 63 First Main Road Flat no. 3, R A Puram,
Chennai, India, for a three-year mandate, in
accordance with Article 8.3 of the Company's Articles
of Association, which mandate shall terminate on the
date of the general meeting of shareholders to be
PROPOSAL #9.: Re-elect Mr. Wilbur L. Ross, residing ISSUER NO N/A N/A
at 328 El Vedado Road, Palm Beach, Florida 33480-
4736, United States of America, for a three-year
mandate, in accordance with Article 8.3 of the
Company's Articles of Association, which mandate
shall terminate on the date of the general meeting of
shareholders to be held in 2012
PROPOSAL #10.: Re-elect Mr. Francois Pinault, ISSUER NO N/A N/A
residing at 48, rue de Bourgogne, 75007 Paris,
France, for a three-year mandate, in accordance with
Article 8.3 of the Company's Articles of Association,
which mandate shall terminate on the date of the
general meeting of shareholders to be held in 2012
PROPOSAL #11.: Approve to cancel with effect as of ISSUER NO N/A N/A
this General Meeting the authorization granted to the
Board of Directors by the general meeting of
shareholders held on 13 MAY 2008 with respect to the
share buy-back programme and decides to authorize,
effective immediately after this General Meeting, the
Board of Directors of the Company, with option to
delegate, and the corporate bodies of the other
companies in the Arcelor Mittal group referred to in
Article 49bis of the Luxembourg law of 10 AUG 1915 on
commercial companies, as amended [the Law], to
acquire and sell shares in the Company in accordance
with the Law and for all purposes authorized or which
may come to be authorized by the laws and
regulations in force, including but not limited to
entering into off-market and over-the-counter
transactions and to acquire shares in the Company
through derivative financial instruments. Euro next
markets of Amsterdam, Paris, and Brussels -
Luxembourg Stock Exchange - Spanish stock exchanges
of Barcelona, Bilbao, Madrid and Valencia In
accordance with the 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
shares may 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 shares may
amount to the entire program. Such transactions may
be carried out at any time, including during a tender
offer period, in accordance with applicable laws and
regulations. New York Stock Exchange Any share buy-
backs on the New York Stock Exchange should be
performed in compliance with Section 10[b] of the
Securities Exchange Act of 1934, as amended [the
Exchange Act], Rule 10b-5 promulgated there under,
and Section 9[a][2] of the Exchange Act. The
authorization 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 Company's shares held by
the Company [or other ArcelorMittal group companies
referred to in Article 49bis of the Law] may not 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 trading
price of the shares on the New York Stock Exchange
and on the Euro next European markets on which the
Company is listed, the Luxembourg Stock Exchange or
the Spanish stock exchanges of Barcelona, Bilbo,
Madrid and Valencia, depending on the market on which
the purchases are made, and no less than one Euro.
For off-market transactions, the maximum purchase
price shall be 125% of the price on the Euro next
European markets where the Company is listed. The
PROPOSAL #12.: Appoint Deloitte S.A., with registered ISSUER NO N/A N/A
office at 560, rue de Neudorf, L-2220 Luxembourg,
G.D. Luxembourg, as independent Company Auditor for
the purposes of an Independent Audit of the Parent
Company Annual Accounts and the Consolidated
Financial Statements for the financial year 2009
PROPOSAL #13.: Authorize the Board of Directors to: ISSUER NO N/A N/A
[a] implement the payment of bonuses in relation to
financial years 2008 and 2009 to eligible employees
of the Company partly in shares of the Company [up to
40%], with the balance to be paid in cash, provided
that the maximum number of shares allocated to
employees in connection therewith shall not exceed
five million [5,000,000] shares in total, which may
either be newly issued shares or shares held in
treasury; 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 five million [5,000,000]
shares for this purpose represents less than zero
point four per cent [0.4 %] of the Company's current
issued share capital
PROPOSAL #14.: Approve the Long-Term Incentive Plan ISSUER NO N/A N/A
2009-2018 which will cover the period from and
including financial year 2009 to and including
financial year 2018 [the LTIP], a copy of which is
available to shareholders on request from the
Company's Investor Relations department whose contact
details are provided at the end of this convening
notice; [b] delegate to the Board of Directors the
power to issue share options or other equity-based
awards and incentives to all eligible employees under
the LTIP for a number of Company's shares not
exceeding eight million five hundred thousand
[8,500,000] options on fully paid-up shares, which
may either be newly issued shares or shares held in
treasury, during the period from this General Meeting
until the general meeting of shareholders to be held
in 2010 [defined as the Cap], provided, that the
share 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 date shall be decided by the Board
of Directors and shall be within the respective
periods specified in the LTIP; [c] delegate to the
Board of Directors the power to decide and implement
any increase in the Cap by the additional number
necessary to preserve the rights of the option
holders in the event of a transaction impacting the
Company's share capital; and [d] 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 Cap represents less than zero
point six per cent [0.6%] of the Company's current
issued share capital on a diluted basis
PROPOSAL #15.: Authorize the Board of Director to ISSUER NO N/A N/A
decide the implementation of Employee Share Purchase
Plan 2009 reserved for all or part of the employees
of all or part of the Companies comprised within the
scope of consolidation of consolidated financial
statements for a maximum number of two million five
hundred thousand share; and for the purposes of the
implementation of ESPP 2009, issue new shares within
the limits of the authorized share capital and /or
deliver treasury shares up to a maximum of 2 million
five hundred thousand fully paid-up shares during the
period from this general meeting to the general
meeting of shareholders to be held in 2010; and 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; general meeting further
acknowledges that the maximum total number of two
million five hundred thousand shares of the Company
as indicated above for the implementation of the ESPP
2009 represent less than zero point two percent of
the Company's current issued share capital on a
diluted basis
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCELORMITTAL SA LUXEMBOURG
TICKER: N/A CUSIP: L0302D129
MEETING DATE: 6/17/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the decision to (i) renew for a ISSUER NO N/A N/A
5-year period the authorized share capital of EUR
7,082,460,000 represented by 1,617,000,000 shares
without nominal value, compared to the Company's
issued share capital of EUR 6,345,859,399.86
represented by 1,448,826,347 shares without nominal
value, representing a potential maximum increase in
the Company's issued share capital of 168,173,653 new
shares, and (ii) authorize the Board of Directors of
the Company to issue, within the limit of such
authorized share capital, new shares for various
types of transactions and to amend Article 5.5 of the
Articles of Association of the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARCH CAPITAL GROUP LTD.
TICKER: ACGL CUSIP: G0450A105
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: C IORDANOU** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.J MEENAGHAN** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.M PASQUESI** ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W BEVERIDGE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D BRAND* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: K CHRISTENSEN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.B COLLIS* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.J COONEY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E FULLERTON-ROME* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.H.W FUNNEKOTTER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M GRANDISSON* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.A GREENE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J.C.R HELE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D HIPKIN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.P HUTCHINGS* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C IORDANOU* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.H KAMPHUIJS* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.H KIER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.D LYONS* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M MURPHY* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M.J NILSEN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: N PAPADOPOULO* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M QUINN* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M RAJEH* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: P.S ROBOTHAM* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: S SCHEUER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: B SINGH* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: H SOHLER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.T.V GIESON* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: A WATSON* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J WEATHERSTONE* ISSUER YES FOR FOR
PROPOSAL #03: TO APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARMSTRONG WORLD INDUSTRIES, INC.
TICKER: AWI CUSIP: 04247X102
MEETING DATE: 6/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: STAN A. ASKREN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JON A. BOSCIA ISSUER YES FOR FOR
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: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ARRIVA PLC
TICKER: N/A CUSIP: G05161107
MEETING DATE: 4/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve and adopt the accounts for the ISSUER YES FOR FOR
YE 31 DEC 2008 together with the reports of the
Directors and the Auditors thereon
PROPOSAL #2.: Declare a final dividend for the YE 31 ISSUER YES FOR FOR
DEC 2008 on the ordinary shares of the Company of
17.91 pence per share
PROPOSAL #3.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the YE 31 DEC 2008
PROPOSAL #4.: Re-elect Sir. Richard Broadbent as a ISSUER YES FOR FOR
Director retiring by rotation under the terms of the
Articles of Association
PROPOSAL #5.: Re-elect Mr. S. P. Lonsdale as a ISSUER YES FOR FOR
Director retiring by rotation under the terms of the
Articles of Association
PROPOSAL #6.: Re-elect Mr. S. G. Batey as a Director ISSUER YES FOR FOR
retiring by rotation under the terms of the Articles
of Association
PROPOSAL #7.: Re-elect Mrs. A. Risley as a Director ISSUER YES FOR FOR
PROPOSAL #8.: Re-appoint PricewaterhouseCoopers LLP ISSUER YES FOR FOR
as the Auditors to the Company and authorize the
Directors to fix the Auditors' remuneration
PROPOSAL #9.: Authorize the Directors, in ISSUER YES FOR FOR
substitution for any existing authority and in
accordance with Section 80 of the Companies Act 1985,
to allot relevant securities [Section 80[2] of the
Act] up to an aggregate nominal amount of GBP
3,310,951; relevant securities comprising equity
securities [within the meaning of Section 94 of the
Act] up to a further aggregate nominal amount of GBP
3,310,951 provided that they are offered by way of a
rights issue to holders of ordinary shares on the
register of members at such record date as the
Directors may determine where the equity securities
respectively attributable to the interest of the
ordinary shareholders arte proportionate [as nearly
as may be practicable] to the respective numbers of
ordinary shares held or deemed to be held by them on
any such record date, subject to such exclusions or
others arrangements as the Directors may deem
necessary or expedient to deal with treasury shares,
fractional entitlements or legal or practical
problems arising under the Laws of any overseas
territory or the requirements of any regulatory body
or stock exchange or by virtue of shares being
represented by depositary receipts on any other
matter; [Authority expires at the conclusion of the
next AGM of the Company]; and the Directors may allot
relevant securities after the expiry of this
authority in pursuance of such an offer or agreement
PROPOSAL #10.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company from GBP 14,500,000 to
GBP 220,000,000 by the creation of an additional
110,000,000 ordinary shares 6 pence each
PROPOSAL #E.11: Authorize the Company, to make market ISSUER YES FOR FOR
purchase [Section 163 of the Companies Act 1985] on
the London Stock Exchange of up to 19,866,707
ordinary shares of 5 pence each in the capital of the
Company, at a minimum price of 5 pence and not more
than 5% above the average market value for such
shares derived from the London Stock Exchange Daily
Official List, over the previous 5 business days;
[Authority expires the earlier of the conclusion of
the next AGM of the Company or on 22 JUL 2010]
PROPOSAL #S.12: Authorize the Directors, pursuant to ISSUER YES FOR FOR
Section 95 of the Companies Act 1985, to allot equity
securities [Section 94 of that Act] for cash
pursuant to the authority conferred by Resolution 9
above by way of a sale treasury shares, disapplying
the statutory pre-emption rights [Section 89[1] of
the Act], provided that this power is limited to the
allotment of equity securities: a) in connection with
a rights issue in favor of ordinary shareholders; b)
up to an aggregate nominal amount of GBP 496,643;
[Authority expires the earlier of the conclusion of
the next AGM of the Company]; 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.13: Amend, that the general meeting, ISSUER YES FOR FOR
other than an AGM, may be called on net less than 14
clear days notice and that Article 60 of the
Company's Articles of Association by the deletion of
the words and a meeting called for the passing of a
Special Resolution in the first line and the
replacement of the words, a meeting of the Company
[other than an AGM or a meeting for the passing of a
Special Resolution] commencing on the third line with
the words any other general meeting
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASAHI BREWERIES,LTD.
TICKER: N/A CUSIP: J02100113
MEETING DATE: 3/26/2009 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 #4.: Appoint a Corporate Auditor ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASCENT MEDIA CORPORATION
TICKER: ASCMA CUSIP: 043632108
MEETING DATE: 6/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MICHAEL J. POHL ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: APPROVAL OF THE ASCENT MEDIA ISSUER YES AGAINST AGAINST
CORPORATION 2008 INCENTIVE PLAN.
PROPOSAL #03: RATIFY SELECTION OF KPMG LLP AS OUR ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASHLAND INC.
TICKER: ASH CUSIP: 044209104
MEETING DATE: 1/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROGER W. HALE* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VADA O. MANAGER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE A SCHAEFER, JR.* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN F. TURNER* ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK C. ROHR** ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
FISCAL 2009.
PROPOSAL #03: APPROVAL OF AMENDMENT TO ARTICLES OF ISSUER YES FOR FOR
INCORPORATION TO PROVIDE FOR MAJORITY VOTING FOR
ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSA ABLOY AB, STOCKHOLM
TICKER: N/A CUSIP: W0817X105
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Opening of the meeting ISSUER NO N/A N/A
PROPOSAL #2.: Election of Mr. Gustaf Douglas as the ISSUER NO N/A N/A
Chairman of the meeting
PROPOSAL #3.: Preparation and approval of the voting ISSUER NO N/A N/A
list
PROPOSAL #4.: Approval of the agenda ISSUER NO N/A N/A
PROPOSAL #5.: Election of 1 or 2 persons to approve ISSUER NO N/A N/A
the minutes
PROPOSAL #6.: Determination of compliance with the ISSUER NO N/A N/A
rules of convocation
PROPOSAL #7.: Report by the President and Chief ISSUER NO N/A N/A
Executive Officer, Mr. Johan Molin
PROPOSAL #8.: Presentation of the annual report and ISSUER NO N/A N/A
the Auditor's report and the consolidated financial
statements and the Group Auditor's report
PROPOSAL #9.A: Adopt the statement of income and the ISSUER 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 and
28 APR 2009 as the record date for the dividend
PROPOSAL #9.C: Grant discharge, from liability, to ISSUER YES FOR FOR
the Board of Directors and the Chief Executive Officer
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 of SEK 4,050,000
[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 other
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.: Re-elect Messrs. Gustaf Douglas, Carl ISSUER YES FOR FOR
Douglas, Jorma Halonen, Birgitta Klasen, Eva
Lindqvist, Johan Molin, Sven-Christer Nilsson, Lars
Renstrom and Ulrik Svensson as the Board Members; and
Mr. Gustaf Douglas as the Chairman of the Board
PROPOSAL #13.: Elect the Members of the Nomination ISSUER YES FOR FOR
Committee and approve the establishment of the
assignment of the Nomination Committee
PROPOSAL #14.: Approve the guidelines for ISSUER YES FOR FOR
remuneration to the Senior Management
PROPOSAL #15.: Amend the Articles of Association as ISSUER YES FOR FOR
specified
PROPOSAL #16.: Closing of the Meeting ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASSOCIATED BRIT FOODS LTD
TICKER: N/A CUSIP: G05600138
MEETING DATE: 12/5/2008 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 thereon for the YE 13
SEP 2008
PROPOSAL #2.: Receive and approve the Directors' ISSUER YES FOR FOR
remuneration report for the YE 13 SEP 2008
PROPOSAL #3.: Approve to pay a dividend of 13.5p per ISSUER YES FOR FOR
ordinary share on 09 JAN 2009 to holders of ordinary
shares on the register of shareholders of the Company
at the close of business on 05 DEC 2008
PROPOSAL #4.: Elect Mr. Charles James Francis ISSUER YES FOR FOR
Sinclair as a Director
PROPOSAL #5.: Re-elect Mr. Willard Gordon Galen ISSUER YES FOR FOR
Weston as a Director
PROPOSAL #6.: Re-elect Mr. Martin Gardiner Adamson as ISSUER YES FOR FOR
a Director
PROPOSAL #7.: Re-elect Mr. John George Bason as a ISSUER YES FOR FOR
Director
PROPOSAL #8.: Re-elect Mr. George Garfield Weston as ISSUER YES FOR FOR
a Director
PROPOSAL #9.: 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 #10.: Authorize the Directors, in accordance ISSUER YES FOR FOR
with Section 80 of the Companies Act 1985, to allot
relevant securities [Section 80(2) of that Act] up to
a maximum of 263 million ordinary shares of 5 15/22p
each; [Authority expires on 04 DEC 2013]; and the
Directors may allot relevant securities after the
expiry of this authority in pursuance of such an
offer or agreement made prior to such expiry
PROPOSAL #S.11: Authorize the Directors, pursuant to ISSUER YES FOR FOR
Section 95 of the Companies Act 1985, to allot equity
securities [Section 94(2) of the Act] for cash
pursuant to the authority conferred by Resolution 10,
disapplying the statutory pre-emption rights
[Section 89(1) of the Act], provided that this power
is limited to the allotment of equity securities: i)
in connection with a rights issue, 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; [Authority expires
the earlier upon the date of the next AGM of the
Company after passing of this resolution or 31 DEC
2009]; 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: Amend the Articles of Association of ISSUER YES FOR FOR
the Company as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTELLAS PHARMA INC.
TICKER: N/A CUSIP: J03393105
MEETING DATE: 6/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
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 #4.: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
PROPOSAL #5.: Provision of Remuneration to Directors ISSUER YES FOR FOR
for Stock Option Scheme as Stock-Linked Compensation
Plan
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ASTRAZENECA PLC
TICKER: N/A CUSIP: G0593M107
MEETING DATE: 4/30/2009 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 2008
PROPOSAL #2.: Approve to confirm the first interim ISSUER YES FOR FOR
dividend of USD 0.55 [27.8 pence, 3.34 SEK] per
ordinary share and confirm the final dividend for
2008, the second interim dividend of USD 1.50 [104.8
pence, SEK 12.02] per ordinary share
PROPOSAL #3.: Re-appoint KPMG Audit Plc, London as ISSUER YES FOR FOR
the Auditor
PROPOSAL #4.: Authorize the Directors to agree the ISSUER YES FOR FOR
remuneration of the Auditor
PROPOSAL #5.A: 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 2010
PROPOSAL #5.B: 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 2010
PROPOSAL #5.C: 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 2010
PROPOSAL #5.D: 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 2010
PROPOSAL #5.E: 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 2010
PROPOSAL #5.F: 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 2010
PROPOSAL #5.G: 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 2010
PROPOSAL #5.H: 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 2010
PROPOSAL #5.I: Elect Mr. Rudy Markham 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
PROPOSAL #5.J: Elect Ms. 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 2010
PROPOSAL #5.K: Elect Ms. 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 2010
PROPOSAL #5.L: 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 2010
PROPOSAL #6.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the YE 31 DEC 2008
PROPOSAL #7.: Authorize the Company and make ISSUER YES FOR FOR
donations to Political Parties to make donations to
Political Organizations other than political parties;
and 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 250,000, as specified
PROPOSAL #8.: Authorize the Director to allot new ISSUER YES FOR FOR
shares by Article 7.1 of the Company's Article of
Association renewed by the period commencing on the
date of the AGM of the Company in 2010 or, if earlier
, on 30 JUN 2010, and such period the Section 80
amount shall be USD 120,636,176
PROPOSAL #S.9: To Authorise the directors to disapply ISSUER YES FOR FOR
pre-emption rights.
PROPOSAL #S.10: Authorize the Company for the purpose ISSUER YES FOR FOR
of Section 166 of the Companies Act 1985, to make
market purchases [Section 163 of the Companies Act
1985] of ordinary shares of USD 0.25 each in the
capital of the Company provided that: the maximum
number of shares which may be purchased is
144,763,412 the minimum price [exclusive of expenses]
which may be paid for share is USD 0.25 the maximum
price which may be paid for a share is an amount
equal to 105% of the average of the middle market
values of the Company's ordinary shares as derived
from the daily official list of the London Stock
Exchange for the 5 business days immediately
preceding the day on which such share is contracted
to be purchased [authority expires the earlier of the
conclusion of the AGM of the Company in 2010 or 30
JUN 2010]; except in relation to the purchase of
shares the contract for which was concluded before
the expiry of such authority and which might be
executed wholly or partly after such expiry
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AT&T INC.
TICKER: T CUSIP: 00206R102
MEETING DATE: 4/24/2009 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 ISSUER YES FOR FOR
III
PROPOSAL #1G: ELECTION OF DIRECTOR: JAIME CHICO PARDO ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: JAMES P. KELLY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: JON C. MADONNA ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: LYNN M. MARTIN ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: JOHN B. MCCOY ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: MARY S. METZ ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: JOYCE M. ROCHE ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: LAURA D'ANDREA ISSUER YES FOR FOR
TYSON
PROPOSAL #1O: ELECTION OF DIRECTOR: PATRICIA P. UPTON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
PROPOSAL #03: AMENDMENT TO INCREASE AUTHORIZED SHARES. ISSUER YES AGAINST AGAINST
PROPOSAL #04: REPORT ON POLITICAL CONTRIBUTIONS. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: SPECIAL STOCKHOLDER MEETINGS. SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: CUMULATIVE VOTING. SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: BYLAW REQUIRING INDEPENDENT CHAIRMAN. SHAREHOLDER YES AGAINST FOR
PROPOSAL #08: ADVISORY VOTE ON COMPENSATION. SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: PENSION CREDIT POLICY. SHAREHOLDER YES AGAINST FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ATLAS COPCO AB
TICKER: N/A CUSIP: W10020134
MEETING DATE: 4/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Opening of the meeting and election of ISSUER NO N/A N/A
Mr. Sune Carlsson as the Chairman of the meeting
PROPOSAL #2.: Preparation and approval of voting list ISSUER NO N/A N/A
PROPOSAL #3.: Approval of agenda ISSUER NO N/A N/A
PROPOSAL #4.: Election of 1 or 2 persons to approve ISSUER NO N/A N/A
the minutes
PROPOSAL #5.: Determination whether the meeting has ISSUER NO N/A N/A
been properly convened or not
PROPOSAL #6.: Receive the annual report and the ISSUER NO N/A N/A
Auditor's report as well as the consolidated annual
accounts and consolidated Auditor's report
PROPOSAL #7.: The President's speech and questions ISSUER NO N/A N/A
from shareholders to the Board of Directors and the
Management
PROPOSAL #8.: Receive the report on the functions of ISSUER NO N/A N/A
and work performed by the Board of Directors and its
Audit Committee
PROPOSAL #9.A: Approve the profit and loss account ISSUER YES FOR FOR
and the balance sheet and the consolidated profit and
loss account and the consolidated balance sheet as
well as the presentation by the Auditor
PROPOSAL #9.B: Grant discharge to the Board Members ISSUER YES FOR FOR
and the President from liability
PROPOSAL #9.C: Approve the allocation of the ISSUER YES FOR FOR
Company's profit according to the approved balance
sheet; the dividend for 2008 is decided to be SEK
PROPOSAL #9.D: Approve the record day 30 APR 2009 for ISSUER YES FOR FOR
receiving dividend
PROPOSAL #10.: Approve the report on the Nomination ISSUER YES FOR FOR
Committee and determine the number of Board Members
at 9 and Deputy Members to be elected at the meeting
PROPOSAL #11.: Re-elect Messrs. Sune Carlsson, Jacob ISSUER YES FOR FOR
Wallenberg, Staffan Bohman, Christel Bories, Johan
Forssell, Ulla Litzen, Anders Ullberg and Margareth
Ovrum as the Board Members; and elect Mr. Ronnie
Leten, Senior Executive Vice President business area
Atlas Capco Compressor Technique as the new Member of
the Board; elect Mr. Sune Carlsson as the Chairman
and Mr. Jacob Wallenberg as the Vice Chairman of the
Board of Director
PROPOSAL #12.: Approve to determine the remuneration ISSUER YES FOR FOR
[in cash or partially in the form of synthetic
shares] to the Board of Directors and the
remuneration to its Committees, including the
proposal from the Board regarding the granting of a
mandate to acquire series A shares to hedge the costs
for the synthetic shares as specified
PROPOSAL #13.A: Approve the report on the function ISSUER YES FOR FOR
and work performed by the Board's Remuneration
Committee: guiding principles for the remuneration of
Senior Executives as specified
PROPOSAL #13.B: Approve the report on the function ISSUER YES FOR FOR
and work performed by the Board's Remuneration
Committee: a performance related personnel opinion
program for 2009 as specified
PROPOSAL #13.C: Approve the report on the function ISSUER YES FOR FOR
and work performed by the Board's Remuneration
Committee: a mandate to acquire and transfer series A
shares of the Company in connection with the
Perfromance Stock Option Plan 2009 as specified
PROPOSAL #14.: Authorize the Board to sell maximum ISSUER YES FOR FOR
1,445,000 series B share, currently kept by the
Company for this purpose, to cover costs, primarily
cash settlements and social charges that may be
incurred in connection with the exercise of rights
under the 2006 and 2007 Performance Stock Option
Plans; the sale shall take place on NASDAQ OMX
Stockholm at a price within the registered price
interval at any given time; [Authority expires at the
conclusion of the next AGM]
PROPOSAL #15.: Approve the proposal regarding ISSUER YES FOR FOR
Nomination Committee as specified
PROPOSAL #16.: Approve a conditioned change of ISSUER YES FOR FOR
Section 9, Sub Paragraph 1 of the Articles of
Association as specified
PROPOSAL #17.: Closing of the Meeting ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ATOS ORIGIN, PARIS-LA DEFENSE
TICKER: N/A CUSIP: F06116101
MEETING DATE: 2/10/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Ratify the appointment of Mr. Jean ISSUER YES FOR FOR
Philippe Thierry as a Member of the Supervisory
Board, to replace Mr. Didier Cherpitel, for the
remainder of Mr. Didier Cherpitel's term of office,
I.E until the shareholders' meeting called to approve
the financial statements for the FY 2010
PROPOSAL #O.2: Ratify the appointment of Mr. Bertrand ISSUER YES FOR FOR
Meunier as a Member of the Supervisory Board, to
replace Mr. Dominique Bazy, for the remainder of Mr.
Dominique Bazy's term of office, I.E., until the
share holders' meeting called to approve the
financial statements for the FY 2010
PROPOSAL #O.3: Ratify the appointment of Mr. Michel ISSUER YES FOR FOR
Paris as a Member of the Supervisory Board, to
replace Mr. Diethart Breipohl, for the remainder of
Mr. Diethart Breipohl's term of office, I.E., until
the shareholders' meeting called to approve the
financial statements for the FY 2010
PROPOSAL #O.4: Receive the special report of the ISSUER YES ABSTAIN AGAINST
Auditors on agreements Governed by Article L.225.38
of the French Commercial Code, approves the
agreements concerning Mr. Wilbert Kieboom
PROPOSAL #O.5: Receive the special report of the ISSUER YES ABSTAIN AGAINST
Auditors on agreements Governed by Article L.225.86
of the French Commercial Code, approves the
agreements concerning Mr. Wilbert Kieboom
PROPOSAL #E.6: Approve to decide that the Company ISSUER YES FOR FOR
shall be ruled by the Board of Directors
PROPOSAL #E.7: Amend the Article number 1, 3, 4, 5, ISSUER YES AGAINST AGAINST
6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19,
20, 21, 22, 23, 24 , 25, 26, 27, 28, 29, 30, 31, 32,
33, 34, 35, 36, 37, 38, 39, 40, 41 and 42 of the
PROPOSAL #E.8: Receive the Board of Directors report, ISSUER YES AGAINST AGAINST
to renew the delegation previously given in
Resolution 12 adopted by the shareholders' meeting of
03 JUN 2005 following the reading of the Board of
Directors report, to renew the delegation previously
given in Resolution 12 adopted by the shareholders'
meeting of 23 MAY 2006 following the reading of the
Board of Directors report, to renew the delegation
previously given in Resolution 13 adopted by the
shareholders' meeting of 23 MAY 2006 following the
reading of the Board of Directors report, to renew
the delegation previously given in Resolution 7
adopted by the shareholders' meeting of 23 MAY 2007
following the reading of the Board of Directors
report, to renew the de legation previously given in
Resolution 8 adopted by the shareholders' meeting of
23 MAY 2007 following the reading of the Board of
Directors report, to renew the delegation previously
given in Resolution 9 adopted by the shareholders'
meeting of 23 MAY 2007 following the reading of the
Board of Directors report, to renew the delegation
previously given in Resolution 16 adopted by the
shareholders' meeting of 12 JUN 2008 following the
reading of the Board of Directors report, to renew
the delegation previously given in Resolution 17
adopted by the shareholders' meeting of 12 JUN 2008
PROPOSAL #O.9: Appoint Mr. Rene Abate as a Director ISSUER YES FOR FOR
for a 3 year period
PROPOSAL #O.10: Appoint Mr. Behda Alizadeh as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.11: Appoint Mr. Nicolas Bazire as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.12: Appoint Mr. Jean Paul Bechat as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.13: Appoint Mr. Thierry Breton as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.14: Appoint Mr. Dominique Megret as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.15: Appoint Mr. Bertrand Meunier as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.16: Appoint Mr. Michel Paris for as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.17: Appoint Mr. Vernon Sankey as a ISSUER YES FOR FOR
Director for a 3 year period
PROPOSAL #O.18: Appoint Mr. Jean Philippe Thierry for ISSUER YES FOR FOR
a 3 year period
PROPOSAL #O.19: Appoint Mr. Pasquale Pistorio for a 3 ISSUER YES FOR FOR
year period
PROPOSAL #O.20: Approve the Resolutions 6 and 7, to ISSUER YES FOR FOR
award total annual fees of EUR 500,000.00 to the
Board of Directors
PROPOSAL #O.21: Approve the Resolutions 6 and 7, to ISSUER YES FOR FOR
renew the delegation previously given in Resolution 7
adopted by the shareholders' meeting of 12 JUN 2008
PROPOSAL #O.22: Elect a Director by the employees of ISSUER YES AGAINST AGAINST
the Company and of its subsidiary to amend the
Article 16 of the Bylaws
PROPOSAL #O.23: Grant authority 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: ATOS ORIGIN, PARIS-LA DEFENSE
TICKER: N/A CUSIP: F06116101
MEETING DATE: 5/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the unconsolidated accounts ISSUER YES FOR FOR
for the FYE 31 DEC 2008
PROPOSAL #O.2: Approve the consolidated accounts for ISSUER YES FOR FOR
the FYE 31 DEC 2008
PROPOSAL #O.3: Approve the distribution of profits ISSUER YES FOR FOR
PROPOSAL #O.4: Approve the regulated agreements ISSUER YES AGAINST AGAINST
referred to in the Articles L.225-38 and L.225-86 of
the Commercial Code
PROPOSAL #O.5: Approve the benefits due at a rate of ISSUER YES AGAINST AGAINST
the end of duties of a Board Member
PROPOSAL #O.6: Authorize the Board of Directors to ISSUER YES FOR FOR
purchase, hold or transfer Company's shares
PROPOSAL #O.7: Elect the Board Member representing ISSUER YES FOR FOR
employee shareholders in accordance with the
regulated agreements referred to in Article L.225-23
of the Commercial Code; appoint Madame Jean Fleming
PROPOSAL #O.8: Elect the Board Member representing ISSUER YES FOR FOR
employee shareholders in accordance with the
regulated agreements referred to in Article L.225-23
of the Commercial Code; appoint Mr. Benoit Orfila
PROPOSAL #O.9: Elect the Board Member representing ISSUER YES FOR FOR
employee shareholders in accordance with the
regulated agreements referred to in Article L.225-23
of the Commercial Code; appoint Mr. Daniel Coulon
PROPOSAL #O.10: Elect the Board Member representing ISSUER YES FOR FOR
employee shareholders in accordance with the
regulated agreements referred to in Article L.225-23
of the Commercial Code; appoint Mr. Raymonde Tournois
PROPOSAL #E.11: Authorize the Board of Directors to ISSUER YES FOR FOR
proceed with the issue of shares or other equity
securities of the Company or securities giving access
to the Company's capital or any of its subsidiaries,
with maintenance of preferential subscription rights
of shareholders
PROPOSAL #E.12: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
issue common shares of the Company and securities
giving access to common shares of the Company or any
of its Subsidiaries, with cancellation of
preferential subscription rights of shareholders
PROPOSAL #E.13: Authorize the Board of Directors in ISSUER YES AGAINST AGAINST
the event of capital increase with or without
cancellation of preferential subscription rights of
shareholders, to increase the number of shares to be
issued
PROPOSAL #E.14: Authorize the Board of Directors to ISSUER YES FOR FOR
issue common shares and securities giving access to
common shares, in case of a public offer exchange
initiated by the Company on the securities of a third
party Company
PROPOSAL #E.15: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
issue common shares and securities giving access to
common shares in order to remunerate contributions in
kind made to the Company and consist of equity
securities or securities giving access to capital
PROPOSAL #E.16: Approve to limit the global ISSUER YES FOR FOR
authorizations
PROPOSAL #E.17: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the Company's capital by incorporation of
reserves, profits or bonuses
PROPOSAL #E.18: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the Company's capital with cancellation of
preferential subscription rights for the benefit of
employees of the Company and its affiliates
PROPOSAL #E.19: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
grant options to subscribe or purchase Company's
PROPOSAL #E.20: Powers ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AUSTRALIA & NEW ZEALAND BANKING GROUP LTD, MELBOUR
TICKER: N/A CUSIP: Q09504137
MEETING DATE: 12/18/2008 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 the
Auditor for the YE 30 SEP 2008
PROPOSAL #2.: Approve, purposes of ASX Listing Rules ISSUER YES FOR FOR
7.1 and 7.4, the issue or intended issue of the
securities by the Company, as specified
PROPOSAL #3.: Adopt the remuneration report for the ISSUER YES FOR FOR
YE 30 SEP 2008
PROPOSAL #4.: Grant 700,000 options to Mr. Michael ISSUER YES FOR FOR
Smith, the Managing Director and the Chief Executive
Officer of the Company, on the terms as specified
PROPOSAL #5.: Approve to increase the maximum annual ISSUER YES FOR FOR
aggregate amount of the remuneration [within the
meaning of the Company's Constitution] that Non-
Executive Directors are entitled to be paid for their
services as Directors out of the funds of the
Company under rule 10.2(a) of the Constitution by AUD
500,000 and fixed at AUD 3,500,000
PROPOSAL #6.a: Elect Mr. R.J. Reeves as a Director ISSUER YES AGAINST
PROPOSAL #6.b: Elect Mr. P.A.F. Hay as a Director, ISSUER YES FOR FOR
who retires in accordance with the Company's
PROPOSAL #6.c: Re-elect Mr. C.B. Goode as a Director, ISSUER YES FOR FOR
who retires in accordance with the Company's
Constitution
PROPOSAL #6.d: Elect Ms. A.M. Watkins as a Director, ISSUER YES FOR FOR
who retires in accordance with the Company's
Constitution
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AUTOMATIC DATA PROCESSING, INC.
TICKER: ADP CUSIP: 053015103
MEETING DATE: 11/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LESLIE A. BRUN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY C. BUTLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEON G. COOPERMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERIC C. FAST ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. GLENN HUBBARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. JONES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES H. NOSKI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHARON T. ROWLANDS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GREGORY L. SUMME ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HENRY TAUB ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE 2008 OMNIBUS AWARD PLAN ISSUER YES FOR FOR
PROPOSAL #03: APPOINTMENT OF DELOITTE & TOUCHE LLP ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVENG LTD
TICKER: N/A CUSIP: S0805F129
MEETING DATE: 10/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the Company's and the group's ISSUER YES FOR FOR
annual financial statements for the YE 30 JUN 2008
PROPOSAL #2.1: Re-elect Mr. A.W.B. Band as a ISSUER YES FOR FOR
Director, who retires by rotation in terms of the
Company's Articles of Association
PROPOSAL #2.2: Re-elect Mr. V.Z. Mntambo as a ISSUER YES FOR FOR
Director, who retires by rotation in terms of the
Company's Articles of Association
PROPOSAL #2.3: Re-elect Mr. M.J.D. Ruck as a ISSUER YES FOR FOR
Director, who retires by rotation in terms of the
Company's Articles of Association
PROPOSAL #2.4: Re-elect Mr. W.R. Jardine as a ISSUER YES FOR FOR
Director, who retires at this AGM in terms of the
Company's Articles of Association
PROPOSAL #2.5: Re-elect Mr. J.J.A. Mashaba as a ISSUER YES FOR FOR
Director, who retires at this AGM in terms of the
Company's Articles of Association
PROPOSAL #3.: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-Executive Directors with effect from 01 OCT 2008
PROPOSAL #S.4: Authorize the Directors of the Company ISSUER YES FOR FOR
or any of its subsidiary of the Company, from time
to time of the issued ordinary shares of the Company
and in terms of Section 85 and 89 of the Companies
Act, 1973 [Act 61 of 1973], as amended [the Companies
Act], subject to the Articles of Association of the
Company, the provisions of the Companies Act and the
Listing Requirements of the JSE Limited [JSE], where
applicable, provided that: not exceeding in aggregate
20% of the Company's issued ordinary share capital
as at the date of the grant of this general
authority, the acquisitions of ordinary shares will
be effected through order book operated by the JSE
trading system and done without any prior
understanding or arrangement between the Company and
the counter party at a price of no more than 10%
above the weighted average market price of such
shares over the previous 5 business days immediately
preceding the date on which the transaction is
effected; the Company may only appoint 1 agent to
effect any repurchases on its behalf; after any
repurchase the Company must still comply with the
Listing Requirements of the JSE concerning
shareholder spread requirements; repurchases may not
be undertaken by the Company or any of its wholly
owned subsidiaries during a prohibited period as
defined in the Listing Requirements of the JSE unless
a repurchase programme is in place where the dates
and quantities of securities to be traded during the
relevant period are fixed and full details of the
programme have been disclosed in and announcement
over SENS prior to the commencement of the prohibited
period; a paid press announcement will be published
when the Company has acquired, on a cumulative basis,
3% of the initial number of the ordinary shares and
for each 3% in aggregate of the initial number of
such shares acquired thereafter; and upon entering
the market to proceed with the repurchase, the
Company's sponsor has confirmed the adequacy of the
Company's and the group's working capital for the
purposes of undertaking a repurchase of shares, in
accordance with the Listing Requirements of the JSE;
[Authority expires the earlier of the Company's next
AGM of the Company or 15 months from the date of the
passing of this special resolution]
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVIVA PLC, LONDON
TICKER: N/A CUSIP: G0683Q109
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the annual report and the ISSUER YES FOR FOR
accounts
PROPOSAL #2.: Declare a final dividend ISSUER YES FOR FOR
PROPOSAL #3.: Elect Mr. Mark Hodges ISSUER YES FOR FOR
PROPOSAL #4.: Elect Ms. Euleen Goh ISSUER YES FOR FOR
PROPOSAL #5.: Re-elect Ms. Mary Francis ISSUER YES FOR FOR
PROPOSAL #6.: Re-elect Ms. Carole Piwnica ISSUER YES FOR FOR
PROPOSAL #7.: Re-elect Mr. Russell Walls ISSUER YES FOR FOR
PROPOSAL #8.: Re-elect Mr. Richard Karl Goeltz ISSUER YES FOR FOR
PROPOSAL #9.: Re-appoint Ernst and Young LLP ISSUER YES FOR FOR
PROPOSAL #10.: Authorize the Directors to determine ISSUER YES FOR FOR
the Auditors remuneration
PROPOSAL #11.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company
PROPOSAL #12.: Authorize the Directors to allot ISSUER YES FOR FOR
relevant securities subject to the restrictions set
out in the resolution
PROPOSAL #S.13: Approve the renewal of the authority ISSUER YES FOR FOR
to make non pre emptive share allotments
PROPOSAL #14.: Approve the Directors' remuneration ISSUER YES FOR FOR
report
PROPOSAL #S.15: Approve to call the general meetings ISSUER YES FOR FOR
other than AGM on not less than 14 clear days notice
PROPOSAL #16.: Authorize the Company and any ISSUER YES FOR FOR
subsidiary Company in the group to make political
donations
PROPOSAL #17.: Authorize the Company to introduce a ISSUER YES FOR FOR
Scrip Dividend Scheme
PROPOSAL #S.18: Grant authority for the purchase of ISSUER YES FOR FOR
the Company's ordinary shares up to a specified amount
PROPOSAL #S.19: Grant authority for the purchase of ISSUER YES FOR FOR
the Company's 8.34% preference shares up to a
specified amount
PROPOSAL #S.20: Grant authority for the purchase of ISSUER YES FOR FOR
the Company's 8.38% preference shares up to a
specified amount
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVNET, INC.
TICKER: AVT CUSIP: 053807103
MEETING DATE: 11/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ELEANOR BAUM ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. VERONICA BIGGINS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LAWRENCE W. CLARKSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EHUD HOUMINER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRANK R. NOONAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RAY M. ROBINSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM P. SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GARY L. TOOKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROY VALLEE ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING JUNE 27, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AVOCENT CORPORATION
TICKER: AVCT CUSIP: 053893103
MEETING DATE: 6/11/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: F.A. (FRAN) DRAMIS JR ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDMENT AND ISSUER YES FOR FOR
RESTATEMENT OF THE COMPANY'S 2005 EQUITY INCENTIVE
PLAN.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXA SA, PARIS
TICKER: N/A CUSIP: F06106102
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the financial statements and ISSUER YES FOR FOR
statutory reports
PROPOSAL #O.2: Approve to accept the consolidated ISSUER YES FOR FOR
financial statements and statutory reports
PROPOSAL #O.3: Approve the allocation of income and ISSUER YES FOR FOR
dividends of EUR 0.40 per share
PROPOSAL #O.4: Approve the Auditors' special report ISSUER YES FOR FOR
regarding related-party transactions
PROPOSAL #O.5: Re-elect Mr. Jacques de Chateauvieux ISSUER YES FOR FOR
as the Supervisory Board Member
PROPOSAL #O.6: Re-elect Mr. Anthony Hamilton as a ISSUER YES FOR FOR
Supervisory Board Member
PROPOSAL #O.7: Re-elect Mr. Michel Pebereau as a ISSUER YES AGAINST AGAINST
Supervisory Board Member
PROPOSAL #O.8: Re-elect Mr. Dominique Reiniche as a ISSUER YES FOR FOR
Supervisory Board Member
PROPOSAL #O.9: Elect Mr. Ramon de Oliveira as a ISSUER YES FOR FOR
Supervisory Board Member
PROPOSAL #O.10: Grant authority to the repurchase of ISSUER YES AGAINST AGAINST
up to 10 % of issued share capital
PROPOSAL #E.11: Grant authority to the capitalization ISSUER YES FOR FOR
of reserves of up to EUR 1 billion for bonus issue
or increase in par value
PROPOSAL #E.12: Grant authority to the issuance of ISSUER YES FOR FOR
equity or equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR 2 billion
PROPOSAL #E.13: Grant authority to the issuance of ISSUER YES FOR FOR
equity or equity- linked securities without
preemptive rights up to aggregate nominal amount of
PROPOSAL #E.14: Authorize the Board to set issue ISSUER YES FOR FOR
price for 10 % of issued capital pursuant to issue
authority without preemptive rights
PROPOSAL #E.15: Authorize the Board to increase ISSUER YES FOR FOR
capital in the event of additional demand related to
delegation submitted to shareholder vote items 12 to
14 and 16 to 18
PROPOSAL #E.16: Grant authority to the capital ISSUER YES FOR FOR
increase of up to EUR 1 billion for future exchange
offers
PROPOSAL #E.17: Grant authority to the capital ISSUER YES FOR FOR
increase of up to 10 % of issued capital for future
acquisitions
PROPOSAL #E.18: Grant authority to the issuance of ISSUER YES FOR FOR
equity upon conversion of a subsidiary's equity-
linked securities for up to EUR 1 billion
PROPOSAL #E.19: Approve the issuance of securities ISSUER YES FOR FOR
convertible into debt
PROPOSAL #E.20: Approve the Employee Stock Purchase ISSUER YES FOR FOR
Plan
PROPOSAL #E.21: Approve the Stock Purchase Plan ISSUER YES FOR FOR
reserved for employees of international subsidiaries
PROPOSAL #E.22: Approve the reduction in share ISSUER YES FOR FOR
capital via cancellation of repurchased shares
PROPOSAL #E.23: Grant authority to the issuance of ISSUER YES AGAINST AGAINST
preferred stock in favor of Axa Assurances IARD
Mutuelle and Axa Assurances Vie Mutuelle for up to
aggregate nominal amount of EUR 1 billion
PROPOSAL #E.24: Grant authority to the issuance of ISSUER YES FOR FOR
preferred stock with preemptive rights for up to
aggregate nominal amount of EUR 1 billion
PROPOSAL #E.25: Grant authority to the issuance of ISSUER YES AGAINST AGAINST
preferred stock without preemptive rights for up to
aggregate nominal amount of EUR 1 billion
PROPOSAL #E.26: Adopt the new Articles of ISSUER YES FOR FOR
Association, pursuant to items 23 through 25
PROPOSAL #E.27: Grant authority to the filing of ISSUER YES FOR FOR
required documents/other formalities
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AXIS BK LTD
TICKER: N/A CUSIP: Y0487S103
MEETING DATE: 2/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Amend, pursuant to Section 31 and ISSUER YES FOR FOR
other applicable provisions of the Companies, Act
1956, the existing Articles of Association of the
Company: by substituting Article 2 (A) (VIII) by the
new Article 2 (A) (VIII) as specified; by inserting
Article 2 (A) (XII) as specified; by substituting
Article 89 (1) by the new Article 89 (1) as
specified; Articles 118 and 119 as specified; Article
118 as specified; by substituting 118 (1) by the new
Article 118 (1) as specified; Article 119 as
specified; by replacing the word 'Chairman' with
'Managing Director' in Articles 17 (4), 118 (2), 118
(3), 118 (4), 118 (6), 118 (7), 118 (8), 119, 120,
144 (1), 171 as specified; by replacing the word
'Chairman' with 'Managing Director' in Article 172
and 173 as specified; the above alteration of the
Articles of Association be effective from 01st AUG
2009, after the expiry of the term of office of Shri.
P.J. Nayak, the President Chairman and Chief
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: AYALA CORP
TICKER: N/A CUSIP: Y0486V115
MEETING DATE: 4/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.A: Elect Mr. Jaime Augusto Zobel de Ayala ISSUER YES FOR FOR
as a Director
PROPOSAL #1.B: Elect Mr. Fernando Zobel de Ayala as a ISSUER YES FOR FOR
Director
PROPOSAL #1.C: Elect Mr. Toshifumi Inami as a Director ISSUER YES FOR FOR
PROPOSAL #1.D: Elect Mr. Delfin L. Lazaro as a ISSUER YES FOR FOR
Director
PROPOSAL #1.E: Elect Ms. Mercedita S. Nolledo as a ISSUER YES FOR FOR
Director
PROPOSAL #1.F: Elect Mr. Meneleo J. Carlos Jr. as an ISSUER YES FOR FOR
Independent Director
PROPOSAL #1.G: Elect Mr. Xavier P. Loinaz as an ISSUER YES FOR FOR
Independent Director
PROPOSAL #2.: Approve the minutes of previous meeting ISSUER YES FOR FOR
PROPOSAL #3.: Receive the annual report ISSUER YES FOR FOR
PROPOSAL #4.: Ratify the all 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 #5.: Elect Sycip Gorres Velayo & Co as an ISSUER YES FOR FOR
Independent Auditors and authorize the Board to fix
their remuneration
PROPOSAL #6.: Other business ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAE SYS PLC
TICKER: N/A CUSIP: G06940103
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to receipt the report and the ISSUER YES FOR FOR
accounts
PROPOSAL #2.: Approve the Directors' remuneration ISSUER YES FOR FOR
report
PROPOSAL #3.: Approve the payment of the final ISSUER YES FOR FOR
dividend
PROPOSAL #4.: Re-elect Mr. Philip Carroll as a ISSUER YES FOR FOR
Director
PROPOSAL #5.: Re-elect Mr. Ian King as a Director ISSUER YES FOR FOR
PROPOSAL #6.: Re-elect Mr. Roberto Quarta as a ISSUER YES FOR FOR
Director
PROPOSAL #7.: Re-elect Mr. George Rose as a Director ISSUER YES FOR FOR
PROPOSAL #8.: Elect Mr. Carl Symon as a Director ISSUER YES FOR FOR
PROPOSAL #9.: Re-appoint KPMG Audt plc as the Auditor ISSUER YES FOR FOR
of the Company
PROPOSAL #10.: Authorize the Audit committee to fix ISSUER YES FOR FOR
remuneration of Auditors
PROPOSAL #11.: Authorize the Company and its ISSUER YES FOR FOR
Subsidiaries to make EU political donations to
political parties and/ or Independent Election
Candidates, to Political Organizations other than
Political Parties and to Incur EU Political
expenditure up to GBP 100,000
PROPOSAL #12.: Approve to increase the authorized ISSUER YES FOR FOR
share capital from GBP 188,750,001 to GBP 218,750,001
PROPOSAL #13.: Grant authority to issue of equity or ISSUER YES FOR FOR
equity-linked Securities with pre-emptive rights
Under a general authority up to aggregate nominal
Amount of GBP 29,396,313 and an Additional Amount
Pursuant to rights issue of up to GBP 29,396,313
PROPOSAL #s.14: Approve, subject to the Passing of ISSUER YES FOR FOR
Resolution 13, grant authority to Issue of equity or
equity-linked securities without Pre-emptive Rights
up to aggregate nominal amount of GBP 4,409,888
PROPOSAL #s.15: Grant authority of 352,791,045 ISSUER YES FOR FOR
ordinary shares for Market Purchase
PROPOSAL #s.16: Amend the Articles of Association by ISSUER YES FOR FOR
Deleting all the Provisions of the Company's
Memorandum of Association which, by virtue of Section
28 of the Companies Act of 2006, are to be treated
as provisions of the Company's Articles of Association
PROPOSAL #s.17: Approve the general meeting other ISSUER YES FOR FOR
than an AGM may be called on not less than 14 clear
days notice
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAKER HUGHES INCORPORATED
TICKER: BHI CUSIP: 057224107
MEETING DATE: 4/23/2009 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: 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 ISSUER YES FOR FOR
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2009.
PROPOSAL #03: PROPOSAL TO APPROVE THE AMENDMENT TO ISSUER YES FOR FOR
THE BAKER HUGHES INCORPORATED EMPLOYEE STOCK PURCHASE
PROPOSAL #04: STOCKHOLDER PROPOSAL NO. 1 REGARDING SHAREHOLDER YES AGAINST FOR
CALLING SPECIAL SHAREOWNERS MEETINGS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BALLY TECHNOLOGIES, INC.
TICKER: BYI CUSIP: 05874B107
MEETING DATE: 12/10/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT GUIDO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KEVIN VERNER ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JUNE 30, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DE ORO UNIBANK INC
TICKER: N/A CUSIP: Y0560W104
MEETING DATE: 5/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Call to order ISSUER YES FOR FOR
PROPOSAL #2.: Approve the proof of notice and to ISSUER YES FOR FOR
determine the existence of quorum
PROPOSAL #3.: Approve the minutes of the previous ISSUER YES FOR FOR
annual meeting of stockholders held on 27 JUL 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- ISSUER YES FOR FOR
Bernardo as a Director
PROPOSAL #6.3: Elect Mr. Jesus A. Jacinto, Jr. as a ISSUER YES FOR FOR
Director
PROPOSAL #6.4: Elect Mr. Christopher A. Bell-Knight ISSUER YES FOR FOR
as a Director
PROPOSAL #6.5: Elect Mr. Antonio C. Pacis as a ISSUER YES FOR FOR
Director
PROPOSAL #6.6: Elect Mr. Lee Wai Fai as a Director ISSUER YES FOR FOR
PROPOSAL #6.7: Elect Mr. Henry T. SY, Jr. as a ISSUER YES FOR FOR
Director
PROPOSAL #6.8: Elect Mr. Josefina N. Tan as a Director ISSUER YES FOR FOR
PROPOSAL #6.9: Elect Mr. Nestor V. Tan as a Director ISSUER YES FOR FOR
PROPOSAL #6.10: Elect Mr. Teodoro B. Montecillo as an ISSUER YES FOR FOR
Indepident Director
PROPOSAL #6.11: Elect Mr. Jimmy T. Tang as an ISSUER YES FOR FOR
Independent Director
PROPOSAL #7.1: Approve the plan Merger of BDO Unibank ISSUER YES FOR FOR
with wholly owned Subsidiaries Equitable Savings
Bank Inc PCI capital Corporation and BDO Elite
Savings Bank [currently known as American Express
Bank Philippines, [A Savings Bank INC.] with BDO
Unibank as the surving entity
PROPOSAL #7.2: Amend the Articles of Incorporation ISSUER YES FOR FOR
modifying the terms of BDO Unibank's preferred shares
PROPOSAL #7.3: Amend the Code of By Laws fixing BDO ISSUER YES FOR FOR
Unibank's annual stockholders meeting to any day
falling within the 45 days after 15 APR of each year
as determined by the Board of Directors and adjusting
the nomination period
PROPOSAL #8.: Appoint the External Auditors ISSUER YES FOR FOR
PROPOSAL #9.: Other matters ISSUER NO N/A N/A
PROPOSAL #10.: Adjournment ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL
TICKER: N/A CUSIP: P11427112
MEETING DATE: 9/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the protocol and justification ISSUER YES FOR FOR
of the merger of Banco Do Estado De Santa Catarina
S.A. Besc and of Besc S.A. Credito Imobiliario Bescri
by Banco Do Brasil S.A
PROPOSAL #2.1: Approve and ratify the appointment of ISSUER YES FOR FOR
KPMG Auditors Independentes, with corporate taxpayer
ID CNPJ MF Number 57.755.217000129, as being
responsible for the preparation of the valuation
reports of Besc and of Bescri at their respective
book worth values
PROPOSAL #2.2: Approve and ratify the appointment of ISSUER YES FOR FOR
Bdo Trevisan Auditors Independentes, with corporate
taxpayer ID CNPJ MF Number 52.803.244000106, as being
responsible for the preparation of the valuation
reports of the net worth of Besc and of Bescri using
the discounted cash flow method
PROPOSAL #2.3: Approve and ratify the appointment of ISSUER YES FOR FOR
pricewaterhousecoopers International Services Ltda.,
with corporate taxpayer ID CNPJ MF Number
47.205.646000179, and pricewaterhousecoopers
Corporate Finance and Recovery Ltda., with corporate
taxpayer ID CNPJ MF Number 05.487.514000137, as being
responsible for the preparation of the valuation
report on Banco Do Brasil S.A., using the quotation
price of the shares on the securities market and
using the discounted cash flow method
PROPOSAL #3: Approve the valuation reports mentioned ISSUER YES FOR FOR
in item 2
PROPOSAL #4.: Approve and declare effective the ISSUER YES FOR FOR
merger of Besc and Bescri by Banco Do Brasil S.A.
under the terms of the protocol and justification of
the merger, as well as to authorize the
administration of Banco Do Brasil to perform all acts
that are complementary to the mentioned merger
PROPOSAL #5.: Grant authority to increase the capital ISSUER YES FOR FOR
of Banco Do Brasil as a result of the mergers
mentioned above, through the transfer of the net
assets of the merged Companies to the merging
Company, under the terms of the protocol and
justification of the merger
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL
TICKER: N/A CUSIP: P11427112
MEETING DATE: 11/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the protocol and justification ISSUER YES FOR FOR
of the merger of Banco Do Estado Do Piaui S.A. BEP,
into Banco Do Brasil S.A
PROPOSAL #2.1: Approve and ratify the appointment of ISSUER YES FOR FOR
Deloitte Touche Tohmatsu Consultores Ltda, with
corporate taxpayer ID CNPJ MF Number
02.189.924000103, as being responsible for the
preparation of the valuation report of BEP using the
discounted cash flow method
PROPOSAL #2.2: Approve and ratify the appointment of ISSUER YES FOR FOR
Global Auditors Independents, with corporate taxpayer
ID/CNPJMF Number 03.423.123000395, as being
responsible for the book equity valuation report of
BEP, for the purpose of equity transfer from BEP to BB
PROPOSAL #2.3: Approve and ratify the appointment of ISSUER YES FOR FOR
Pricewaterhousecoopers Auditors Independents, with
corporate taxpayer ID/CNPJMF Number 61.562.112001526,
and of pricewaterhousecoopers Corporate Finance and
Recovery Ltda., with corporate taxpayer ID CNPJMF
Number 5.487.514000137, as being responsible for the
preparation of the valuation report on Banco Do
Brasil S.A., at the quoted price of the shares on the
stock market and using the discounted cash flow
PROPOSAL #3.: Approve the valuation reports mentioned ISSUER YES FOR FOR
in item 2
PROPOSAL #4.: Approve and declare effective the ISSUER YES FOR FOR
merger of BEP into Banco Do Brasil S.A. in accordance
with the terms of the protocol and justification of
the merger, as well as to authorize the
administration of Banco Do Brasil to do all the acts
that are complementary to the mentioned merger
PROPOSAL #5.: Grant authority to increase the capital ISSUER YES FOR FOR
of Banco Do Brasil as a function of the merger
referred to above, through the transfer of the net
worth of the Company being merged to the Company
carrying out the merger, in accordance with the terms
of the protocol and justification of the merger
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL
TICKER: N/A CUSIP: P11427112
MEETING DATE: 12/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the acquisition by Banco Do ISSUER YES FOR FOR
Brasil S.A., of a Corporate shareholder interest
equivalent to 76,262,912 million common shares in
Banco Nossa Caixa S.A., corresponding to 71.25% of
the total share capital and of the voting capital in
the same proportion
PROPOSAL #2.: Ratify the Memorandum of understanding, ISSUER YES FOR FOR
accompanied by the valuation report on Banco Nossa
Caixa S.A., under the terms of Article 256/1 of Law
Number 6404/76 of 15 DEC 1976
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL, BRASILIA
TICKER: N/A CUSIP: P11427112
MEETING DATE: 3/31/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to increase the share capital ISSUER YES FOR FOR
of Banco Do Brasil S.A as a result of the corporate
mergers of Banco Do Estado De Santa Catarina S.A BESC
and BESC S.A Credito Imobiliario 'BESCRI'
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL, BRASILIA
TICKER: N/A CUSIP: P11427112
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to decide concerning the ISSUER YES FOR FOR
capitalization of the balance recorded in the
expansion reserves and the issuance of new shares
PROPOSAL #2.: Amend the Article 7 of the Corporate ISSUER YES FOR FOR
Bylaws
PROPOSAL #3.: Amend the Corporate Bylaws ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO DO BRASIL SA BB BRASIL, BRASILIA
TICKER: N/A CUSIP: P11427112
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: 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 2008
PROPOSAL #II.: Approve to deliberate on the ISSUER YES FOR FOR
destination of the net income from the 2008 exercise
and the dividends distribution
PROPOSAL #III.: Elect the Members of the Board of ISSUER YES AGAINST AGAINST
Auditors
PROPOSAL #IV.: Approve to fix the remuneration of the ISSUER YES FOR FOR
Board of Auditors
PROPOSAL #V.: Elect the Members of the Board of ISSUER YES AGAINST AGAINST
Directors
PROPOSAL #VI.: Approve to set the overall annual ISSUER YES FOR FOR
account of the remuneration of the Members of the
Management bodies
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO POPOLARE SOCIETA' COOPERATIVA, VERONA, PIAZZ
TICKER: N/A CUSIP: T1872V103
MEETING DATE: 4/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the report of the Board of ISSUER NO N/A N/A
Directors, Auditors and Audit firm of financial
statement at 31 DEC 2008 consolidated financial
statement at 31 DEC 2008 any adjournment thereof
PROPOSAL #O.2: Approve the determination of amount to ISSUER NO N/A N/A
allocate for charity
PROPOSAL #O.3: Grant authority to buy and sell own ISSUER NO N/A N/A
shares
PROPOSAL #O.4: Approve the integration of audit firm ISSUER NO N/A N/A
emoluments
PROPOSAL #O.5: Approve the board of inspection ISSUER NO N/A N/A
emoluments
PROPOSAL #O.6: Appoint 5 Board of Inspection Members ISSUER NO N/A N/A
PROPOSAL #E.1.A: Amend the Articles of Corporate By ISSUER NO N/A N/A
Laws insertion of Articles. 35.3, 39.13 and 40.7,
renumbering of following Articles of Corporate By
Laws cancellation of Articles 29.6, 39.7, 56, 57 and
58 cancellation of the nominating committee rule
PROPOSAL #E.1.B: Any adjournment thereof; power to ISSUER NO N/A N/A
observe formalities
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER CHILE
TICKER: SAN CUSIP: 05965X109
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF THE ANNUAL REPORT, BALANCE ISSUER YES FOR FOR
SHEET AND CONSOLIDATED FINANCIAL STATEMENTS OF THE
BANK AND ITS SUBSIDIARIES, THE INDEPENDENT REPORT OF
THE EXTERNAL AUDITORS, AND THE NOTES CORRESPONDING TO
THE FINANCIAL YEAR ENDING DECEMBER 31ST OF 2008.
PROPOSAL #02: THE PAYMENT OF A DIVIDEND OF ISSUER YES FOR FOR
CH$1.13185985 PER SHARE OR 65% OF 2008 NET INCOME
ATTRIBUTABLE TO SHAREHOLDERS AS A DIVIDEND. THE
REMAINING 35% OF 2008 NET INCOME ATTRIBUTABLE TO
SHAREHOLDERS WILL BE RETAINED AS RESERVES.
PROPOSAL #03: DESIGNATION OF EXTERNAL AUDITORS. THE ISSUER YES FOR FOR
BOARD IS PROPOSING DELOITTE AUDITORES Y CONSULTORES
LIMITADA.
PROPOSAL #04: RATIFY THE DIRECTORS APPOINTED TO THE ISSUER YES AGAINST AGAINST
BOARD. IN 2008 THE FOLLOWING BOARD MEMBERS RESIGNED:
BENIGNO RODRIGUEZ AND MARCIAL PORTELA. THE BOARD
DESIGNATED VITTORIO CORBO AND THE ALTERNATE DIRECTOR
JESUS ZABALZA AS REPLACEMENTS. SHAREHOLDERS MUST
RATIFY THESE DESIGNATIONS AND APPROVE THE NEW
ALTERNATE DIRECTOR TO BE NAMED.
PROPOSAL #05: APPROVE THE BOARD OF DIRECTORS' 2009 ISSUER YES FOR FOR
REMUNERATION. A MONTHLY STIPEND OF UF209
(APPROXIMATELY US$7,500) PLUS UF26 (US$930) PER MONTH
FOR EACH COMMITTEE A BOARD MEMBER PARTICIPATES IN.
PROPOSAL #06: APPROVAL OF THE AUDIT COMMITTEE'S 2009 ISSUER YES FOR FOR
BUDGET.
PROPOSAL #07: APPROVAL OF RELATED PARTY TRANSACTIONS ISSUER YES FOR FOR
AND SIGNIFICANT EVENTS REGISTERED IN 2008 IN
ACCORDANCE WITH ARTICLE 44 OF LAW 18,046 AND DETAILED
IN NOTE 14 OF THE FINANCIAL STATEMENTS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER SA, SANTANDER
TICKER: N/A CUSIP: E19790109
MEETING DATE: 9/22/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve, to increase the capital in the ISSUER YES FOR FOR
nominal amount of EUR 71,688,495 by means of the
issuance of 143,376,990 new ordinary shares having a
par value of one-half EUR [0.5] each and an issuance
premium to be determined by the Board of Directors
or, by delegation, the Executive Committee, in
accordance with the provisions of Section 159.1.c] in
fine of the Companies Law [Lay De Sociedades
Anonimas] no later than on the date of implementation
of the resolution, for an amount that in all events
shall be between a minimum of 8 EUR and a maximum of
EUR 11.23 per share; the new shares shall be fully
subscribed and paid up by means of in kind
contributions consisting of ordinary shares of the
British Company Alliance & Leicester plc; total
elimination of the pre-emptive rights held by the
shareholders and holders of convertible bonds and
express provision for the possibility of an
incomplete subscription, option, under the provisions
of Chapter VIII of Title VII and the second
additional provision of the restated text of the
Corporate Income Tax Law [Ley del Impuesto sobre
Sociedadees] approved by Royal Legislative Decree
4/2004, for the special rules therein provided with
respect to the capital increase by means of the in
kind contribution of all the ordinary shares of
Alliance & Leicester plc, and authorize the Board of
Directors to delegate in turn to the Executive
Committee, in order to set the terms of the increase
as to all matters not provided for by the
shareholders at this general meeting, perform the
acts needed for the execution thereof, re-draft the
text of sub-sections 1 and 2 of Article 5 of the By-
Laws to reflect the new amount of share capital,
execute whatsoever public or private documents are
necessary to carry out the increase and, with respect
to the in kind contribution of the shares of
Alliance & Leicester plc, exercise the option for the
special tax rules provided for under Chapter VIII of
Title VII and the second Additional provision of the
restated text of the Corporate Income Tax Law
approved by Royal Legislative Decree 4/2004,
application to the applicable domestic and foreign
agencies to admit the new shares to trading on the
Madrid, Barcelona, Bilbao, and Valencia stock
exchanges through the stock exchange interconnection
system [Continuous Market] and the foreign stock
exchanges on which the shares of Banco Santander are
listed [London, Milan, Lisbon, Buenos Aires, Mexico,
PROPOSAL #2.: Grant authority to deliver 100 shares ISSUER YES FOR FOR
of the Bank to each employee of the Alliance &
Leicester plc Group, as a special bonus within the
framework of the acquisition of Alliance & Leicester
plc, once such acquisition has been completed
PROPOSAL #3.: Authorize the Board of Directors to ISSUER YES FOR FOR
interpret, rectify, supplement, execute and further
develop the resolutions adopted by the shareholders
at the general meeting, as well as to delegate the
powers it receives from the shareholders acting at
the general meeting, and grant powers to convert such
resolutions into notarial instruments
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ISSUER: BANCO SANTANDER SA, SANTANDER
TICKER: N/A CUSIP: E19790109
MEETING DATE: 1/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the capital increase in the ISSUER YES FOR FOR
nominal amount of EUR 88,703,857.50 by means of the
issuance of 177,407,715 new ordinary shares having a
par value of one-half EUR [0.5] each and an issuance
premium to be determined by the Board of Directors
or, by delegation, the Executive Committee, in
accordance with the provisions of Section 159.1.c in
fine of the Companies Law, no later than on the date
of implementation of the resolution, for an amount
that in all events shall be between a minimum of EUR
7.56 and a maximum of EUR 8.25 per share, the new
shares shall be fully subscribed and paid up by means
of in kind contributions consisting of ordinary
shares of the Sovereign Bancorp Inc., total
elimination of the pre-emptive rights held by the
shareholders and holders of convertible bonds and
express provision for the possibility of an
PROPOSAL #2.: Grant authority for the delivery of 100 ISSUER YES FOR FOR
shares of the Bank to each employee of the Abbey
National Plc Group
PROPOSAL #3.: Authorize the Board of Directors to ISSUER YES FOR FOR
interpret, rectify, supplement, execute and further
develop the resolutions adopted by the shareholders
at the General Meeting, as well as to delegate the
powers it receives from the shareholders acting at
the General Meeting, and grant powers to convert such
resolutions into notarial instruments
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER SA, SANTANDER
TICKER: N/A CUSIP: E19790109
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the annual accounts, the ISSUER YES FOR FOR
Management report and the Board Management of
Santander and consolidated group
PROPOSAL #2.: Approve the application of the 2008 ISSUER YES FOR FOR
result
PROPOSAL #3.1: Re-elect Mr. Matias Rodriguez as a ISSUER YES FOR FOR
Board Member
PROPOSAL #3.2: Re-elect Mr. Manuel Sotoserrano as a ISSUER YES FOR FOR
Board Member
PROPOSAL #3.3: Re-elect Mr. Guillermo De Ladehesa ISSUER YES FOR FOR
Romero as a Board Member
PROPOSAL #3.4: Re-elect Mr. Abel Matutes Juan as a ISSUER YES FOR FOR
Board Member
PROPOSAL #4.: Re-elect the Auditors ISSUER YES FOR FOR
PROPOSAL #5.: Grant authority for the acquisition of ISSUER YES FOR FOR
own shares
PROPOSAL #6.: Authorize the Board to increase the ISSUER YES FOR FOR
share capital
PROPOSAL #7.: Authorize the Board to increase the ISSUER YES FOR FOR
share capital in the next 3 years 1 or more time sup
to a maximum of 2,038,901,430.50 Euros
PROPOSAL #8.: Authorize the Board to increase the ISSUER YES FOR FOR
share capital through the issue of new shares with 0,
5 E nominal value charged to reserves and without
premium, delegation of powers to issue these shares
and to publish this agreement and listing of these
shares in the corresponding stock Exchanges Markets
PROPOSAL #9.: Authorize the Board to issue bonds, ISSUER YES FOR FOR
promissory notes and other fixed income securities
excluding the preferent subscription right
PROPOSAL #10.1: Approve the incentive plan to long ISSUER YES FOR FOR
term for the Banco Santander Employees
PROPOSAL #10.2: Approve the Incentive Plan for the ISSUER YES FOR FOR
Abbey Employees
PROPOSAL #10.3: Grant authority to deliver 100 shares ISSUER YES FOR FOR
to each Employee of Sovereign
PROPOSAL #11.: Approve to delegate the powers to the ISSUER YES FOR FOR
Board
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANCO SANTANDER, S.A.
TICKER: STD CUSIP: 05964H105
MEETING DATE: 6/18/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: EXAMINATION AND APPROVAL, IF DEEMED ISSUER YES FOR FOR
APPROPRIATE, OF THE ANNUAL ACCOUNTS (BALANCE SHEET,
PROFIT AND LOSS STATEMENT, STATEMENTS OF CHANGES IN
NET ASSETS AND CASH FLOWS, AND NOTES) AND OF THE
CORPORATE MANAGEMENT OF BANCO SANTANDER, S.A. AND ITS
CONSOLIDATED GROUP, ALL WITH RESPECT TO THE FISCAL
YEAR ENDED DECEMBER 31, 2008
PROPOSAL #02: APPLICATION OF RESULTS FROM FISCAL YEAR ISSUER YES FOR FOR
2008
PROPOSAL #3A: RE-ELECTION OF MR. MATIAS RODRIGUEZ ISSUER YES FOR FOR
INCIARTE
PROPOSAL #3B: RE-ELECTION OF MR. MANUEL SOTO SERRANO ISSUER YES FOR FOR
PROPOSAL #3C: RE-ELECTION OF MR. GUILLERMO DE LA ISSUER YES FOR FOR
DEHESA ROMERO
PROPOSAL #3D: RE-ELECTION OF MR. ABEL MATUTES JUAN ISSUER YES FOR FOR
PROPOSAL #04: RE-ELECTION OF THE AUDITOR OF ACCOUNTS ISSUER YES FOR FOR
FOR FISCAL YEAR 2009.
PROPOSAL #05: 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 ?LEY DE
SOCIEDADES ANONIMAS?, DEPRIVING OF EFFECT TO THE
EXTENT OF THE UNUSED AMOUNT THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS AT THE ORDINARY GENERAL
SHAREHOLDERS' MEETING HELD ON JUNE 21, 2008
PROPOSAL #06: 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
153.1.A) OF THE BUSINESS CORPORATIONS LAW, DEPRIVING
OF EFFECT THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS AT SUCH GENERAL MEETING ON JUNE 21, 2008
PROPOSAL #07: AUTHORIZATION TO THE BOARD, PURSUANT TO ISSUER YES FOR FOR
PROVISIONS OF ARTICLE 153.1.B) OF BUSINESS
CORPORATIONS LAW, TO INCREASE THE SHARE CAPITAL ON
ONE OR MORE OCCASIONS AT ANY TIME, WITHIN A TERM OF
THREE YEARS, BY MEANS OF MONETARY CONTRIBUTIONS IN
THE MAXIMUM NOMINAL AMOUNT OF 2,038,901,430.50 EUROS,
ALL ON SUCH TERMS AND CONDITIONS AS IT DEEMS
APPROPRIATE, DEPRIVING OF EFFECT THE AUTHORIZATION
GRANTED BY SHAREHOLDERS BY MEANS OF RESOLUTION ONE
II) DELEGATION OF THE POWER TO EXCLUDE PRE-EMPTIVE
RIGHTS PROVIDED FOR IN SECTION 159.2 OF THE BUSINESS
PROPOSAL #08: INCREASE OF SHARE CAPITAL IN SUCH ISSUER YES FOR FOR
AMOUNT AS MAY BE DETERMINED PURSUANT TO RESOLUTION BY
MEANS OF ISSUANCE OF NEW ORDINARY SHARES HAVING A
PAR VALUE OF ONE-HALF (0.5) EURO EACH, WITHOUT
ISSUANCE PREMIUM, OF SAME CLASS AND SERIES AS THOSE
THAT ARE CURRENTLY OUTSTANDING, WITH CHARGE TO
VOLUNTARY RESERVES SET UP WITH UNAPPROPRIATED
EARNINGS. EXPRESS PROVISION FOR POSSIBILITY OF
INCOMPLETE ALLOCATION. DELEGATION OF POWERS TO BOARD,
WITH AUTHORITY TO, IN TURN, DELEGATE SUCH POWERS TO
EXECUTIVE COMMITTEE, ALL AS MORE FULLY DESCRIBED IN
PROPOSAL #09: DELEGATION TO THE BOARD OF POWER TO ISSUER YES FOR FOR
ISSUE SIMPLE FIXED INCOME SECURITIES OR DEBT
INSTRUMENTS OF SIMILAR (INCLUDING BONDS, PROMISSORY
NOTES OR WARRANTS), FIXED INCOME SECURITIES
CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR SHARES OF
COMPANY. CONNECTION WITH FIXED-INCOME SECURITIES
CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR SHARES OF
COMPANY, ESTABLISHMENT OF CRITERIA FOR DETERMINING
TERMS AND CONDITIONS APPLICABLE TO CONVERSION AND/OR
EXCHANGE GRANT TO THE BOARD, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT
PROPOSAL #10A: INCENTIVE POLICY: IN CONNECTION WITH ISSUER YES FOR FOR
THE LONG-TERM INCENTIVE POLICY APPROVED BY THE BOARD
OF DIRECTORS, APPROVAL OF NEW CYCLES AND PLAN FOR THE
DELIVERY OF SANTANDER SHARES FOR IMPLEMENTATION BY
THE BANK AND BY COMPANIES OF THE SANTANDER GROUP AND
LINKED TO CERTAIN PERMANENCE REQUIREMENTS OR TO
CHANGES IN TOTAL SHAREHOLDER RETURN.
PROPOSAL #10B: INCENTIVE POLICY: APPROVAL OF AN ISSUER YES FOR FOR
INCENTIVE PLAN 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 PERMANENCE REQUIREMENTS.
PROPOSAL #10C: INCENTIVE POLICY: AUTHORIZATION OF THE ISSUER YES FOR FOR
DELIVERY OF 100 SHARES OF THE BANK TO EACH EMPLOYEE
OF THE SOVEREIGN SUBGROUP.
PROPOSAL #11: AUTHORIZATION TO THE BOARD OF DIRECTORS ISSUER YES FOR FOR
TO INTERPRET, REMEDY, SUPPLEMENT, CARRY OUT AND
FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE
SHAREHOLDERS AT THE MEETING, AS WELL AS TO DELEGATE
THE POWERS RECEIVED FROM THE SHAREHOLDERS AT THE
MEETING, AND GRANT OF POWERS TO CONVERT SUCH
RESOLUTIONS INTO NOTARIAL INSTRUMENTS.
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ISSUER: BANG & OLUFSEN AS, STRUER
TICKER: N/A CUSIP: K07774126
MEETING DATE: 9/26/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Elect the Chairman ISSUER YES FOR FOR
PROPOSAL #2.: Approve the Board of Directors' report ISSUER YES FOR FOR
on the Company's activities during the past year
PROPOSAL #3.: Receive and approve the audited annual ISSUER YES FOR FOR
report for the 2007/08 FY, including the resolution
concerning the discharge of the Management Board's
and the Board of Directors' obligations and the
decision concerning the allocation of profits in
accordance with the approved annual report
PROPOSAL #4.A: Authorize the Board on behalf of the ISSUER YES FOR FOR
Company, to acquire up to 10% of the Company's share
capital at a price which must not be more than 10%
above or below the most recent price quoted for the B
shares [ordinary shares] on OMX the Nordic Exchange
Copenhagen, within 18 months from the date of the AGM
PROPOSAL #4.B: Approve to pay a dividend of DKK 3.00 ISSUER YES FOR FOR
per nominal DKK 10 share bringing the total dividend
to approximately DKK 36 million; last year, the
dividend was DKK 20.00 per nominal share of DKK 10.00
equating to a payment of DKK 242 million
PROPOSAL #4.C: Approve the proposal submitted by the ISSUER YES FOR FOR
Board of Directors regarding general guidelines for
performance-related remuneration
PROPOSAL #4.D: Approve to change the Article 9 ISSUER YES FOR FOR
Paragraph 2 of the Articles of Association, as
specified
PROPOSAL #5.: Approve, if the above Proposal 4.d with ISSUER YES FOR FOR
regard to a change to Article 9, paragraph 2 is
approved, all Members of the Board of Directors
elected at the OGM are up for re-election; and that
Mr. Preben Damgaard Nielson does not wish to be re-
elected; re-elect Messers. Jorgen Worning, Lars
Brorsen, Thorleif Krarup, Peter Skak Olufsen and
Niels Bjorn Christiansen; and elect Mr. Rolf Eriksen
to the Board of Directors
PROPOSAL #6.: Re-elect Deloitte, Statsautoriseret ISSUER YES FOR FOR
Revisionsaktieselskab as the Auditors
PROPOSAL #7.: Other matters ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANG & OLUFSEN AS, STRUER
TICKER: N/A CUSIP: K07774126
MEETING DATE: 3/4/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Appoint Mr. Soren Meisling, Attorney- ISSUER YES FOR FOR
at-law, as the Chairman of the EGM
PROPOSAL #2.: Grant authority, in the period until 31 ISSUER YES FOR FOR
DEC 2009, in one or more stages, to increase the
Company's share capital by a nominal amount of up to
DKK 250,000,000 [corresponding to 25,000,000 shares
of DKK 10 each], see Section 37 of the Danish Public
Companies Act [aktieselskabsloven], always provided,
however, that the first exercise of the authority
must be for a minimum nominal amount of DKK
30,000,000 [corresponding to 3,000,000 shares of DKK
10 each], by cash payment with a preferential
subscription right for the Company's existing holders
of Class A shares and Class B shares with respect to
new shares in proportion to their holdings of Class
A and Class B shares, as decided by the Company's
Board of Directors in each individual case
irrespective of whether the preferential subscription
right is exercised by holders of Class A shares or
Class B shares, shares issued according to the
authorization must be Class B shares being negotiable
instruments issued to bearer, but which may be
registered in the holder's name in the Company's
register of shareholders; there will be no
limitations on the transferability of the shares, and
no shareholder shall be obliged to allow his/her
shares to be redeemed in whole or in part; the shares
are to carry the same rights as the existing B
shares and to carry the right to receive dividends
and other rights in the Company as from the date of
registration of the capital increase with the Danish
Commerce and Companies Agency; approve to inset the
authorization in the Articles of Association as a new
PROPOSAL #3.: Approve to abolish the split of the ISSUER YES FOR FOR
Company's share capital into Class A shares and Class
B shares on specified terms and conditions and adopt
the resulting amendments to the Articles of
Association subject to completion of a capital
increase of a minimum nominal amount of DKK
30,000,000 in B shares in accordance with the
proposal under Resolution 2; approve to insert the
authorization in the Articles of Association as a new
Article 4b; accordingly, amend the Articles 4, 5, 6
and 8 of the Articles of Association as specified
PROPOSAL #4.: Approve to introduce electronic ISSUER YES FOR FOR
communication between the shareholders and the
Company in accordance with Section 65b of the Public
Companies Act and that at the same time to decide
when to introduce such electronic communication; the
Company may then give all notices to be given to the
Company's shareholders under the Public Companies Act
or the Articles of Association by electronic mail,
and documents may be made available or forwarded in
electronic form; approve to insert the authorization
with the specified wording as a new Article 9 in the
Articles of Association
PROPOSAL #5.: Amend the Articles 5, 7, 8 and 9 of the ISSUER YES AGAINST AGAINST
Articles of Association as specified
PROPOSAL #6.: Authorize the Chairman of the meeting ISSUER YES FOR FOR
with full right of substitution to apply for
registration of the resolutions passed and to make
any such amendments thereto as may be required or
requested by the Danish Commerce and Companies Agency
or any other public authority as a condition for
registration or approval
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK CHINA LTD
TICKER: N/A CUSIP: Y0698A107
MEETING DATE: 6/18/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the 2008 working report of the ISSUER YES FOR FOR
Board of Directors of the Bank
PROPOSAL #2.: Approve the 2008 working report of the ISSUER YES FOR FOR
Board of Supervisors of the Bank
PROPOSAL #3.: Approve the 2008 profit distribution ISSUER YES FOR FOR
plan of the Bank
PROPOSAL #4.: Approve the 2008 annual financial ISSUER YES FOR FOR
statements of the Bank
PROPOSAL #5.: Approve the 2009 annual budget of the ISSUER YES FOR FOR
Bank
PROPOSAL #6.: Re-appoint PricewaterhouseCoopers Zhong ISSUER YES FOR FOR
Tian Certified Public Accountants Limited Company
and PricewaterhouseCoopers Hong Kong as the Bank's
External Auditors for 2009
PROPOSAL #7.1: Approve the 2008 performance appraisal ISSUER YES FOR FOR
and Bonus Plan for Mr. Xiao Gang, the Chairman of
the Board of Directors
PROPOSAL #7.2: Approve the 2008 performance appraisal ISSUER YES FOR FOR
and Bonus Plan for Mr. Li Lihui, the Vice Chairman
of the Board of Directors and the President of the
PROPOSAL #7.3: Approve the 2008 performance appraisal ISSUER YES FOR FOR
and Bonus Plan for Mr. Li Zaohang, the Executive
Director and the Executive Vice President of the Bank
PROPOSAL #7.4: Approve the 2008 performance appraisal ISSUER YES FOR FOR
and Bonus Plan for Mr. Zhou Zaiqun, the Executive
Director and the Executive Vice President of the Bank
PROPOSAL #7.5: Approve the 2008 performance appraisal ISSUER YES FOR FOR
and Bonus Plan for Mr. Liu Ziqiang, the Chairman of
the Board of Supervisors
PROPOSAL #7.6: Approve the 2008 performance appraisal ISSUER YES FOR FOR
and Bonus Plan for Mr. Wang Xueqiang, the Supervisor
of the Bank
PROPOSAL #7.7: Approve the 2008 performance appraisal ISSUER YES FOR FOR
and Bonus Plan for Mr. Liu Wanming, the Supervisor
of the Bank
PROPOSAL #8.1: Re-elect Mr. Seah Lim Huat Peter as a ISSUER YES FOR FOR
Non-Executive Director of the Bank
PROPOSAL #8.2: Re-elect Mr. Alberto Togni as a ISSUER YES FOR FOR
Independent Non-Executive Director of the Bank
PROPOSAL #9.: Approve the proposal for Supplemental ISSUER YES FOR FOR
Delegation of authorities by the Shareholders meeting
to the Board of Directors of the Bank
PROPOSAL #S.10: Amend the Article 238 of the Articles ISSUER YES FOR FOR
of Association as specified
PROPOSAL #S.11: Approve the issue of RMB-denominated ISSUER YES AGAINST AGAINST
bonds by the Bank in Hong Kong for an aggregate
amount not exceeding RMB 10 billion by the end of
2010; the issue of RMB-denominated bonds by the Bank
in accordance with the following principles: (a)
Issue size, taking into account the amount of RMB-
denominated deposit in Hong Kong and the conditions
of the bond market, the Bank plans to issue RMB-
denominated bonds in Hong Kong for an amount not
exceeding RMB 10 billion by the end of 2010; (b)
Term, In accordance with the Hong Kong residents
investment preference and the utilization of the
Bank's funds, the term of the bond will not exceed 3
years; Interest rate, the nominal rate of the RMB-
denominated bond will be determined by reference to
the level of RMB deposit rate and the level of bond
yield in the relevant market, and will be finalized
by reference to the term of the bonds and the
prevailing market conditions, authorize the Board to
finalize the terms of such RMB-denominated bond
issues including the timing of the issue, the issue
size, the term and the interest rate, as well as
other relevant matters and signing all related
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 12/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: A PROPOSAL TO APPROVE THE ISSUANCE OF ISSUER YES FOR FOR
SHARES OF BANK OF AMERICA COMMON STOCK AS
CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF SEPTEMBER 15, 2008, BY AND BETWEEN
MERRILL LYNCH & CO., INC. AND BANK OF AMERICA
CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM
PROPOSAL #02: A PROPOSAL TO APPROVE AN AMENDMENT TO ISSUER YES FOR FOR
THE 2003 KEY ASSOCIATE STOCK PLAN, AS AMENDED AND
RESTATED.
PROPOSAL #03: A PROPOSAL TO ADOPT AN AMENDMENT TO THE ISSUER YES FOR FOR
BANK OF AMERICA AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF BANK OF AMERICA COMMON STOCK FROM 7.5
BILLION TO 10 BILLION.
PROPOSAL #04: A PROPOSAL TO APPROVE THE ADJOURNMENT ISSUER YES FOR FOR
OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE FOREGOING PROPOSALS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: WILLIAM BARNET, ISSUER YES FOR FOR
III
PROPOSAL #1B: ELECTION OF DIRECTOR: FRANK P. BRAMBLE, ISSUER YES FOR FOR
SR.
PROPOSAL #1C: ELECTION OF DIRECTOR: VIRGIS W. COLBERT ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: TOMMY R. FRANKS ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: MONICA C. LOZANO ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: PATRICIA E. ISSUER YES FOR FOR
MITCHELL
PROPOSAL #1M: ELECTION OF DIRECTOR: JOSEPH W. PRUEHER ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: CHARLES O. ISSUER YES FOR FOR
ROSSOTTI
PROPOSAL #1O: ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR
PROPOSAL #1P: ELECTION OF DIRECTOR: O. TEMPLE SLOAN, ISSUER YES FOR FOR
JR.
PROPOSAL #1Q: ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR
PROPOSAL #1R: 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 2009
PROPOSAL #03: AN ADVISORY (NON-BINDING) VOTE ISSUER YES FOR FOR
APPROVING EXECUTIVE COMPENSATION
PROPOSAL #04: STOCKHOLDER PROPOSAL - DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST
GOVERNMENT EMPLOYMENT
PROPOSAL #05: STOCKHOLDER PROPOSAL - ADVISORY VOTE ON SHAREHOLDER YES AGAINST FOR
EXEC COMP
PROPOSAL #06: STOCKHOLDER PROPOSAL - CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: STOCKHOLDER PROPOSAL - SPECIAL SHAREHOLDER YES AGAINST FOR
STOCKHOLDER MEETINGS
PROPOSAL #08: STOCKHOLDER PROPOSAL - INDEPENDENT SHAREHOLDER YES AGAINST FOR
BOARD CHAIRMAN
PROPOSAL #09: STOCKHOLDER PROPOSAL - PREDATORY CREDIT SHAREHOLDER YES ABSTAIN AGAINST
CARD LENDING PRACTICES
PROPOSAL #10: STOCKHOLDER PROPOSAL - ADOPTION OF SHAREHOLDER YES ABSTAIN AGAINST
PRINCIPLES FOR HEALTH CARE REFORM
PROPOSAL #11: STOCKHOLDER PROPOSAL - LIMITS ON EXEC SHAREHOLDER YES AGAINST FOR
COMP
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF CYPRUS PUBLIC COMPANY LTD, NICOSIA
TICKER: N/A CUSIP: M16502128
MEETING DATE: 4/2/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve the issue by the Bank of ISSUER NO N/A N/A
Convertible Capital Securities of a total amount of
up to EUR 645,327,822 the key terms of which are
included in the document titled, key terms of
Convertible Capital Securities issue dated 11 MAR
2009 which has been sent to shareholders together
with the invitation to the current EGM Convertible
Capital Securities and authorize the Board of
Directors of the Bank to take all necessary actions
for the offer and issue of the Convertible Capital
Securities as well as to determine the remaining
terms of the Convertible Capital Securities issue, in
addition authorize the Board of Directors to amend,
if deemed necessary under the prevailing conditions,
the interest rates of the Convertible Capital
Securities issue by up to 1%, prior to the approval
of the issue by the relevant regulatory authorities
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF CYPRUS PUBLIC COMPANY LTD, NICOSIA
TICKER: N/A CUSIP: M16502128
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the examination of the Board of ISSUER YES FOR FOR
Directors report and the financial statements of the
FY 2008 and approve the proposed final dividend
PROPOSAL #2.: Elect the Board of Directors Members ISSUER YES FOR FOR
PROPOSAL #3.: Approve to determine the Board of ISSUER YES FOR FOR
Directors emoluments and approve its report
PROPOSAL #4.: Approve the renomination of Auditors ISSUER YES FOR FOR
and grant authority to the Board of Directors
regarding the determination of their emoluments
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF CYPRUS PUBLIC COMPANY LTD, NICOSIA
TICKER: N/A CUSIP: M16502128
MEETING DATE: 6/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve the amendment of the exercise ISSUER YES FOR FOR
price of the share options plan of the bank that was
approved by the AGM of the shareholders held on 14
MAY 2008 and its replacement with the specified term
the exercise price of the share options is determined
as the higher of Euro 5,50 or 10% above the average
closing share price on the Athens exchange during the
last 30 working days that immediately precede the
date of this decision; and the exercise price of the
share options 2008/2010 already issued so that it is
consistent with amendment above; the extension of the
last exercise date to 31 DEC 2013 instead of 31 DEC
2012
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF INDIA
TICKER: N/A CUSIP: Y06949112
MEETING DATE: 7/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve and adopt the balance sheet of ISSUER YES FOR FOR
the Bank as at 31 MAR 2008, profit and loss account
of the Bank for the YE 31 MAR 2008, report of the
Board of Directors on the working and activities of
the Bank for the period covered by accounts and the
Auditors' report on the balance sheet and accounts
PROPOSAL #2.: Declare a final dividend on equity ISSUER YES FOR FOR
shares for the FY 2007-08
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ISSUER: BANK OF INDIA
TICKER: N/A CUSIP: Y06949112
MEETING DATE: 10/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Chandre Bhagwatrao Govindrao to ISSUER YES ABSTAIN AGAINST
the Board of Directors.
PROPOSAL #1.2: Elect Damale Babasaheb Gangadhar to ISSUER YES ABSTAIN AGAINST
the Board of Directors.
PROPOSAL #1.3: Elect Mallya Prakash P. to the Board ISSUER YES ABSTAIN AGAINST
of Directors.
PROPOSAL #1.4: Elect Nair Gopinath Madhavan to the ISSUER YES AGAINST
Board of Directos.
PROPOSAL #1.5: Elect Sirajuddin P.M. to the Board of ISSUER YES AGAINST
Directors.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE B
TICKER: N/A CUSIP: G49374146
MEETING DATE: 7/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report and the accounts ISSUER YES FOR FOR
PROPOSAL #2.: Declare a dividend ISSUER YES FOR FOR
PROPOSAL #3.A: Re-elect Mr. Richard Burrows as a ISSUER YES FOR FOR
Director
PROPOSAL #3.B: Re-elect Mr. David Dilger as a Director ISSUER YES FOR FOR
PROPOSAL #3.C: Re-elect Mr. George Magan as a Director ISSUER YES FOR FOR
PROPOSAL #3.D: Re-elect Mr. Declan McCourt as a ISSUER YES FOR FOR
Director
PROPOSAL #3.E: Re-elect Mr. John O' Donovan as a ISSUER YES FOR FOR
Director
PROPOSAL #S.4: Authorize the Directors to determine ISSUER YES FOR FOR
the remuneration of the Auditors
PROPOSAL #S.5: Approve to renew the Bank's authority ISSUER YES FOR FOR
to purchase its own stock
PROPOSAL #S.6: Approve to determine the re-issue ISSUER YES FOR FOR
price range for treasury stock
PROPOSAL #S.7: Approve to renew the Directors ISSUER YES FOR FOR
authority to issue ordinary stock on an non pre-
emptive basis for cash
PROPOSAL #S.8: Approve to renew the Directors ISSUER YES FOR FOR
authority to issue ordinary stock on an non pre-
emptive basis other than for cash
PROPOSAL #S.9: Approve the Electronic and Web ISSUER YES FOR FOR
communication to stockholder
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ISSUER: BARCLAYS PLC
TICKER: N/A CUSIP: G08036124
MEETING DATE: 11/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve an increase in the authorized ISSUER YES AGAINST AGAINST
ordinary share capital of the Company
PROPOSAL #2.: Authorize the Directors to allot ISSUER YES AGAINST AGAINST
securities
PROPOSAL #3.: Authorize the Directors to allot equity ISSUER YES AGAINST AGAINST
securities for cash for other than on a pro-rata
basis to shareholders and to sell treasury shares
PROPOSAL #4.: Authorize the Directors to allot ISSUER YES AGAINST AGAINST
ordinary shares at a discount
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BARCLAYS PLC, LONDON
TICKER: N/A CUSIP: G08036124
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the reports of the Directors ISSUER YES FOR FOR
and Auditors and the audited accounts of the Company
for the YE 31 DEC 2008
PROPOSAL #2.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the YE 31 DEC 2008
PROPOSAL #3.: Re-elect Mr. Simon Fraser as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #4.: Re-elect Mr. Marcus Aglus as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #5.: Re-elect Mr. David Booth as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #6.: Re-elect Sir Richard Broadbent as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #7.: Re-elect Mr. Richard Leigh Clifford, ISSUER YES FOR FOR
A.O. as a Director of the Company
PROPOSAL #8.: Re-elect Mr. Fulvio Conti as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #9.: Re-elect Mr. Robert E Diamond Jr. as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #10.: Re-elect Sir Andrew Liklerman as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #11.: Re-elect Mr. Christopher Lucas as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #12.: Re-elect Sir Michael Rake as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #13.: Re-elect Mr. Stephen Russell as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #14.: Re-elect Mr. Frederik Seegers as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #15.: Re-elect Sir John Sunderland as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #16.: Re-elect Mr. John Varley as a Director ISSUER YES FOR FOR
of the Company
PROPOSAL #17.: Re-elect Mr. Patience Wheatcroft as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #18.: Re-appoint PricewaterhouseCoopers LLP, ISSUER YES FOR FOR
Chartered accountants and registered Auditors as the
Auditors of the Company to hold office from the
conclusion of this meeting until the conclusion of
the next AGM at which accounts are laid before the
PROPOSAL #19.: Authorize the Directors to set the ISSUER YES FOR FOR
remuneration of the Auditors
PROPOSAL #20.: Authorize the Company, for the purpose ISSUER YES AGAINST AGAINST
of Section 365 of the Companies Act 2006 [ the 2006
Act]] the Company and any company which at any time
during the period for which this resolution has
effect, is a subsidiary of the Company be and are
hereby; a) make political donation to political
organizations not exceeding GBP 25,000 in total; and
b) incur political expenditure not exceeding GBP
100,000 in total, in each case during the period
commencing on the date of this [Authority expires the
earlier of the conclusion of the next AGM of the
Company to be held in 2010 or 30 JUN 2010], whichever
is the earlier, provided that the maximum amounts
referred to in a) and b) may consist of sums in any
currency converted into sterling the purposes of this
resolution, the terms 'political donations'
'political organizations' and 'political expenditure'
shall have the meanings given to them in Sections
363 to 365 of the 2006 Act
PROPOSAL #21.: Approve to increase the authorized ISSUER YES FOR FOR
ordinary share capital of the Company from GBP
3,499,000,000 to GBP 5,249,000,000 by the creation of
7,000,000,000 new ordinary shares of 25 pence each
in the Company; this resolution is the creation of
new ordinary shares of the Company; this number of
new ordinary shares represents an increase of
approximately 50% of the existing authorized ordinary
share capital of the Company; the purpose of the
increase in authorized ordinary share capital is
primarily to allow the Company to retain sufficient
authorized, but unissued, ordinary share capital for
general purposes, particularly in view of the
authority sought under Resolution 22 to allot an
amount approximately equal to two-thirds of the
Company's issued share capital in conformity with the
revised Association of British Insurers [ABI]
guidelines, also bearing in mind the ordinary shares
already committed to be issued as part of the capital
raising
PROPOSAL #22.: Authorize the Directors Company, in ISSUER YES FOR FOR
substitution to allot: a] relevant securities [as
specified in the Companies Act 1985] upon to an
aggregate nominal amount of GBP 738,016,774, USD
77,500,000, GBP 40,000,000 and YEN 4,000,000,000; and
b] relevant securities comprising equity securities
[as specified in the Companies Act 1985] up to an
aggregate nominal amount of GBP 1,396,033,549 [such
amounts to be reduced by the aggregate amount of
relevant securities issued under above paragraph
[a]of this resolution 22 in connection with an offer
by way of a rights issue]: i] to ordinary
shareholders in proportion [as nearly as may be
practicable to their existing holdings; and ii] to
holders of others equity securities as required by
the rights of those securities or subject to such
rights as the Directors otherwise consider necessary;
and so that the Directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with
treasury shares, fractional entitlements, record
dates, legal regulatory or practical problems in, or
under the laws of, any territory or any other matter;
[Authority expires earlier at the conclusion of next
AGM of the Company or 30 JUN 2010]; 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.23: Authorize the Directors, in ISSUER YES FOR FOR
substitution and subject to passing of Resolution 22
to allot equity securities [as specified in the
Companies Act 1985] for cash pursuant to the
authority granted by Resolution 22 and/or where the
allotment constitutes an allotment of equity
securities by virtue of Section 94(3A) of the
Companies Act 1985, in each case free of the
restriction in Section 89(1) of the Companies Act
1985, such power to be limited: a] to the allotment
of equity securities in connection with an offer of
equity securities [but in the case of an allotment
pursuant of the authority granted by paragraph b] of
Resolution 22, such power shall be limited to the
allotment equity securities in connection with an
offer by way of a rights issue and]: i] to ordinary
shareholders in proportion [as nearly as may be
practicable to their existing holdings; and ii] to
holders of other equity securities, as required by
the rights of those securities or, subject to such
rights, as the Directors otherwise consider necessary
and so that the Directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with
treasury shares, fractional entitlements, record
dates, legal regulatory or practical problems in, or
under the laws of, any territory or any other matter;
and b] to the allotment of equity securities
pursuant to the authority granted by paragraph a] of
Resolution 22 and/or an allotment which constitutes
an allotment of equity securities by virtue of
Section 94(3A) of the Companies Act 1985 [in each
case otherwise than the circumstances set out in
paragraph a] of this resolution 23] up to a nominal
amount of GBP 104,702,516 calculated, in the case of
equity securities which are rights to subscribe for,
or to convert securities into, relevant shares [as
specified in the Companies Act 1985] by reference to
the aggregate nominal amount of relevant shares which
may be allotted pursuant to such rights, [Authority
expires at the conclusion of next AGM of the Company
or 30 JUN 2010] ; and the Directors may allot equity
securities after the expiry of this authority in
pursuance of such an offer or agreement made prior to
PROPOSAL #S.24: Authorize the Company, for the ISSUER YES FOR FOR
purpose of generally and unconditionally to make
market purchases [Section 163(3) of the Companies Act
1985] of up to 837,620,130 ordinary shares of 25p
each in the capital of the Company, at a minimum
price of 25p 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; and that stipulated by
Article 5[1] of the buy-back and stabilization
regulation [EC 2273/2003]; and [Authority expires the
earlier of the conclusion of the next AGM of the
Company or 30 JUN 2010]; the Company, before the
expiry, may make a contract to purchase ordinary
shares which will or may be executed wholly or partly
PROPOSAL #S.25: Authorize the Directors to call ISSUER YES FOR FOR
general meetings [other than an AGM] on not less than
14 clear days' notice [Authority expires at the
earlier of the conclusion of the next AGM of the
Company to be held in 2010 or 30 JUN 2010]
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BASF SE
TICKER: N/A CUSIP: D06216101
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the Financial ISSUER NO N/A N/A
Statements of BASF SE and the BASF Group for the
financial year 2008; presentation of Management's
Analyses of BASF SE and the BASF Group for the
financial year 2008 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 members of the
Supervisory Board
PROPOSAL #4.: Adoption of a resolution giving formal ISSUER YES FOR FOR
approval to the actions of the members of the Board
of Executive Directors
PROPOSAL #5.: Election of the auditor for the ISSUER YES FOR FOR
financial year 2009
PROPOSAL #6.1.: Appointment of the members of the ISSUER YES FOR FOR
Supervisory Board: Prof. Dr. Fran ois Diederich,
Zurich/Switzerland
PROPOSAL #6.2.: Appointment of the members of the ISSUER YES FOR FOR
Supervisory Board: Michael Diekmann, Munich
PROPOSAL #6.3.: Appointment of the members of the ISSUER YES FOR FOR
Supervisory Board: Franz Fehrenbach, Stuttgart
PROPOSAL #6.4.: Appointment of the members of the ISSUER YES FOR FOR
Supervisory Board: Stephen K Green, London
PROPOSAL #6.5.: Appointment of the members of the ISSUER YES FOR FOR
Supervisory Board: Max Dietrich Kley, Heidelberg
PROPOSAL #6.6.: Appointment of the members of the ISSUER YES FOR FOR
Supervisory Board: Dr. h. c. Eggert Voscherau,
Wachenheim
PROPOSAL #7.: Adoption of a resolution on the removal ISSUER YES FOR FOR
of existing and the creation of new authorized
capital and amendment of the Statutes
PROPOSAL #8.: Adoption of a resolution on the ISSUER YES FOR FOR
amendment of Article 10, No. 2 and No. 3, of the
Statutes
PROPOSAL #9.: Remuneration of the first Supervisory ISSUER YES FOR FOR
Board of BASF SE
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BAYER AG, LEVERKUSEN
TICKER: N/A CUSIP: D07112119
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the group financial
statements and group annual report as well as the
report by the Board of Managing Directors and the
proposal for the appropriation of the distributable
profit resolution on the appropriation of the
distributable profit of EUR 1,070,080,515 as follows:
payment of a dividend of EUR 1.40 per no-par share
the remaining amount shall be carried forward, ex-
dividend and payable date: 13 MAY 2009
PROPOSAL #2.: Ratification of the acts of the Board ISSUER NO N/A N/A
of Managing Directors
PROPOSAL #3.: Ratification of the acts of the ISSUER NO N/A N/A
Supervisory Board
PROPOSAL #4.: 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 the Company's share capital through the
Stock Exchange or by way of a public repurchase
offer to all shareholders, at prices not deviating
more than 10% from the market price of the shares, on
or before 11 NOV 2010; the shares may be acquired by
the Company's subsidiaries or by third parties on
the Company's own account; the Board of Managing
Directors shall be authorized to dispose of the
shares in a manner other than through the Stock
Exchange or by way of a public offer to all
shareholders, at a price not materially below the
market price of the shares , for up to 10% of the
Company's share capital; the Board of Managing
Directors shall be authorized, with the consent of
the Supervisory Board, to use the shares in
connection with mergers and acquisitions, as Employee
shares for Employees and executives of the Company
and its affiliates, and to retire the shares, in
these cases shareholders subscription rights shall be
PROPOSAL #5.: Resolution on the conversion of bearer ISSUER NO N/A N/A
shares into registered shares, the corresponding
amendments to the Articles of Association and the
adjustment of resolutions adopted by the shareholders
meeting in 2008; the shares of the Bayer AG shall be
converted from bearer into registered shares;
therefore, Section 4(1) ,(2),(3),(5) and (6) and
Section 15 (1) and (2) of the Articles of Association
and the Resolutions under item 5A, 6A and 6B adopted
by the shareholders meetings in 2008 shall be
amended in respect of bearer shares being replaced by
registered shares
PROPOSAL #6.: Approval of the transmission of data by ISSUER NO N/A N/A
electronic means pursuant to Section 30(3) of the
Securities Trade Act and the corresponding amendment
to Section 3 of the Articles of Association
PROPOSAL #7.: Appointment of auditors for the 2009 FY ISSUER NO N/A N/A
and the interim report: PricewaterhouseCoopers AG,
Essen
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ISSUER: BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN
TICKER: N/A CUSIP: D12096109
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the group financial
statements, the group annual report, and the reports
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
distribution profit of EUR 197,129,532.24 as follows:
payment of a dividend of EUR 0.30 per entitled
ordinary share payment of a dividend of EUR 0.32 per
entitled preferred share EUR 116,201.60 shall be
carried for ward Ex-dividend and payable date: 15 MAY
2009
PROPOSAL #3.: Ratification of the Acts of the Board ISSUER YES FOR FOR
of Managing Director's
PROPOSAL #4.: Ratification of the Acts of the ISSUER YES FOR FOR
Supervisory Board
PROPOSAL #5.: Appointment of the Auditors for the ISSUER YES FOR FOR
2009 FY: KPMG AG, Berlin
PROPOSAL #6.1.: Elections to the Supervisory Board: ISSUER YES FOR FOR
Mr. Franz M. Haniel
PROPOSAL #6.2.: Elections to the Supervisory Board: ISSUER YES FOR FOR
Ms. Susanne Klatten
PROPOSAL #6.3.: Elections to the Supervisory Board: ISSUER YES FOR FOR
Mr. Robert W. Lane
PROPOSAL #6.4.: Elections to the Supervisory Board: ISSUER YES FOR FOR
Mr. Wolfgang Mayrhuber
PROPOSAL #6.5.: Elections to the Supervisory Board: ISSUER YES AGAINST AGAINST
Prof. Dr.-Ing. Dr. h. c. Dr.-Ing. E. h. Joachim
PROPOSAL #6.6.: Elections to the Supervisory Board: ISSUER YES FOR FOR
Mr. Stefan Quandt
PROPOSAL #6.7.: Elections to the Supervisory Board: ISSUER YES FOR FOR
Prof. Dr. Juergen Strube
PROPOSAL #7.: Authorization to acquire own shares, ISSUER YES FOR FOR
the Company shall be authorized to acquire own
ordinary or non-voting preferred 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 12 NOV 2010, the Board of Managing Director's
shall be authorized to retire the ordinary or non-
voting preferred shares and to offer non-voting
preferred shares of up to EUR 2,000,000 to employees
of the Company and its affiliates
PROPOSAL #8.: Amendment to Section 16(1)4 of the ISSUER YES FOR FOR
Article of Association in accordance with the
implementation of the Shareholders, Rights Act [ARUG]
in respect of the Board of Managing Director's being
authorized to allow the audiovisual transmission of
the shareholders meeting
PROPOSAL #9.: Amendments to Section 13 of the Article ISSUER YES FOR FOR
of Association in respect of the provisions
concerning the Supervisory Board being adjusted, the
adjustments shall also include the authorization of
the Company to take out D+0 insurance policies for
Members of the Supervisory Board
PROPOSAL #10.: Resolution on the creation of ISSUER YES FOR FOR
authorized capital and the correspondent amendment to
the Article of Association, the Board of Managing
Director's shall be authorized, with the consent of
the Supervisory Board, to increase the share capital
by up to EUR 5,000,000 through the issue of new non-
voting preferred shares to employees of the Company
and its affiliates, on or before 13 MAY 2014
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BCE INC
TICKER: N/A CUSIP: 05534B760
MEETING DATE: 2/17/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Andre Berard as a Director ISSUER YES FOR FOR
who will serve until the end of the next AGM
PROPOSAL #1.2: Elect Mr. Ronald Alvin Brenneman as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.3: Elect Mr. George Alexander Cope as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.4: Elect Mr. Anthony Smithson Fell as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.5: Elect Mrs. Donna Soble Kaufman as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.6: Elect Mr. Brian Michael Levitt as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.7: Elect The Honourable Edward C. Lumley ISSUER YES FOR FOR
as a Director who will serve until the end of the
next AGM
PROPOSAL #1.8: Elect Mr. Thomas Charles O' Neill as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.9: Elect Mr. James Allen Pattison as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.10: Elect Mr. Paul Mathias Tellier as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #1.11: Elect Mr. Victor Leyland Young as a ISSUER YES FOR FOR
Director who will serve until the end of the next AGM
PROPOSAL #2.: Appoint Deloitte & Touche LLP as the ISSUER YES AGAINST AGAINST
Auditors who will serve until the end of the next AGM
PROPOSAL #3.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve, Bell Canada
Enterprises encourages the continuity of its
shareholding by increasing by 10% the dividend
normally paid on shares held for more than 2 years
PROPOSAL #4.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve the voting rights be
conferred after a minimum holding period of 1 year
PROPOSAL #5.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve in the event of a
merger or acquisition, the By-Laws of Bell Canada
Enterprises provide for paying an amount into the
employee pension fund equal to twice the bonuses and
compensation benefits paid to officers and Directors
PROPOSAL #6.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve the same number of men
and women on the Board of Directors of Bell Canada
Enterprises, 3 years from the adoption of this
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve the annual report and
management proxy circular disclose the equity ratio
between the aggregate compensation of the highest
paid executive of Bell Canada Enterprises, including
annual salary, bonuses, gratuities, payments under
long-term bonus programs and any other form of
compensation, and that of average employee
PROPOSAL #8.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve the compensation policy
for the 5 highest-paid executives of Bell Canada
Enterprises and the retainers paid to Board Members
be pre approved by shareholders
PROPOSAL #9.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve that Bell Canada
Enterprises regulate the exercise of options
allocated to senior executives and Directors of our
Companies by stipulating that such options may not be
exercised by those concerned before the end of their
PROPOSAL #10.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve the bank disclose
information on its direct or indirect holdings in
this type of activity
PROPOSAL #11.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Amend the Articles to introduce
a cumulative voting mechanism to elect Members of
the Board of Directors
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ISSUER: BCE INC
TICKER: N/A CUSIP: 05534B760
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect B. K. Allen as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.2: Elect A. Berard as a Director who will ISSUER YES FOR FOR
serve until the end of the next AGM
PROPOSAL #1.3: Elect R. A. Brenneman as a Director ISSUER YES FOR FOR
who will serve until the end of the next AGM
PROPOSAL #1.4: Elect R. E. Brown as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.5: Elect G. A. Cope as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.6: Elect A. S. Fell as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.7: Elect D. Soble Kaufman as a Director ISSUER YES FOR FOR
who will serve until the end of the next AGM
PROPOSAL #1.8: Elect B. M. Levitt as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.9: Elect E. C. Lumley as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.10: Elect T. C. O'Neill as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.11: Elect P. M. Tellier as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.12: Elect P. R. Weiss as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #1.13: Elect V. L. Young as a Director who ISSUER YES FOR FOR
will serve until the end of the next AGM
PROPOSAL #2.: Appoint Deloitte & Touche LLP as the ISSUER YES FOR FOR
Auditors who will serve until the end of the next AGM
PROPOSAL #3.1: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve, that Bell Canada
Enterprises: 1) Reverses its decision to buyback 5%
of its common stock pursuant to its share buyback
program that was announced 12 DEC 2008; 2) Cease and
desist from acquiring any further shares on the open
market pursuant to this program
PROPOSAL #3.2: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve that BCE pay an amount
that is equal in aggregate to the dividends that
would have been paid in JUL 2008 and OCT 2008
PROPOSAL #3.3: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve the missed dividend
payments to shareholders for the periods of 15 JUL
2008 AND 15 OCT 2008, please consider the above
proposal for your 2009 annual meeting
PROPOSAL #3.4: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve the Cut Board Of
Directors, President and Chief Executive Officer, and
top Management Salaries, Bonuses, Stock Option
Benefits, Other Benefits AND Perks by 50% IN 2009 and
2010, and cap them to a maximum of CAD 500,000
Canadian, per person, per year for 2009 and 2010
PROPOSAL #3.5: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve that the Board of
Directors adopt an Independence Policy for
Compensation Committee Members and External
Compensation Advisors like the policy that governs
Audit Committee Members and External Auditors
PROPOSAL #3.6: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve that the Board of
Directors adopt a rule of governance stipulating that
the Executive Compensation Policy be subject to an
advisory vote by shareholders
PROPOSAL #3.7: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve both men and women have
a Broad and diversified wealth of skills and
experience to meet the profile that is sought for a
Corporate Director, and the Board of Directors adopt
a policy stipulating that 50% of new candidates to
the Board be Female until Male-Female parity is
PROPOSAL #3.8: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: Approve that the Board of
Directors adopt a rule of governance limiting the
number of Boards on which a Director can serve to 4
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ISSUER: BCO NOSSA CAIXA SA
TICKER: N/A CUSIP: ADPV07972
MEETING DATE: 3/10/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.: Approve to accept the resignation and ISSUER YES FOR FOR
or potential removal of the Members of the Board of
Directors, in accordance with that which is
established in Article 12 of the Corporate Bylaws of
the Institution and Article 140 of Law Number 6404 76
PROPOSAL #B.: Approve to accept the resignation and ISSUER YES FOR FOR
or potential removal followed by the election of full
Members and their respective alternates of the
Finance Committee, in accordance with that which is
established in Article 29 of the Corporate Bylaws of
the Institution and Article 161 [1] of Law Number
6404 76, whose terms in office will end together with
the terms in office of the remaining Members
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ISSUER: BCO NOSSA CAIXA SA
TICKER: N/A CUSIP: ADPV07972
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.: Amend the Corporate bylaws ISSUER YES FOR FOR
PROPOSAL #B.: Approve to set the annual remuneration ISSUER YES FOR FOR
of the members of the executive committee, in
accordance with the terms that are provided for in
article 152 of law number 6404/1976
PROPOSAL #C.: Approve to decide regarding the payment ISSUER YES FOR FOR
of a bonus for the year 2008 to the executive
committee [period 01 OCT 2007 to 30 SEP 2008] and to
the special consultants [period 08 OCT 2007 to 30 SEP
2008] in accordance with the terms of the official
letter from the committee for the defense of state
capital, or codec, number 121/2003 and codec opinion
number 045/2007, respectively, in the total amount of
BRL 776,680.32
PROPOSAL #D.: Approve the payment of transportation ISSUER YES FOR FOR
expenses of a member of the finance committee, in
regard to meetings held in the months of august
through DEC 2008, in accordance with the terms that
are provided for in paragraph 3 of law number
6404/1976, in the total amount of BRL 3,606.98
PROPOSAL #E.: Approve the payment of a bonus to the ISSUER YES FOR FOR
Board of Directors in accordance with the terms of
the official letter from the committee for the
defense of state capital, or codec, number 150/2005,
considering for the defense of state capital, or
codec, number 150/2005, considering the results
obtained during the year 2008, with parity in the
distribution to the executive committee, in the total
amount of BRL 177,600.00
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ISSUER: BCO NOSSA CAIXA SA
TICKER: N/A CUSIP: ADPV07972
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Administrators' accounts, ISSUER YES AGAINST AGAINST
to examine, discuss and vote on the administration's
report, the financial statements and the accounting
statements accompanied by the Independent Auditors'
report regarding the FYE on 31 DEC 2008
PROPOSAL #2.: Approve to decide regarding making the ISSUER YES FOR FOR
increase of the capital effective, in the amount of
BRL 396,532,099.73, without changing the number of
shares, in accordance with the terms of that which is
provided for in Paragraph 1 of Article 169 of Law
number 6404/1976, with the share capital of the
institution going to BRL 2,833,135,777.64
PROPOSAL #3.: Approve to decide regarding the ISSUER YES FOR FOR
distribution to the shareholders, on 15 JAN 2009, of
interest on shareholder equity, relative to the
interim distribution of profit from the fourth
quarter of 2008, in the approximate amount of BRL
7,793,749.10, corresponding to BRL 0.072814 per share
PROPOSAL #4.: Approve to decide regarding the ISSUER YES FOR FOR
distribution to shareholders, on 04 MAR 2009, of
complementary dividends, relative to the 2008 FY, in
the approximate amount of BRL 53,065,913.51,
corresponding to BRL 0.495777 per share
PROPOSAL #5.: Elect the Members of the Board of ISSUER YES FOR FOR
Directors
PROPOSAL #6.: Elect the Members of the Finance ISSUER YES FOR FOR
Committee
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ISSUER: BED BATH & BEYOND INC.
TICKER: BBBY CUSIP: 075896100
MEETING DATE: 6/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WARREN EISENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: LEONARD FEINSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN H. TEMARES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEAN S. ADLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STANLEY F. BARSHAY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS EPPLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICK R. GASTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JORDAN HELLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: VICTORIA A. MORRISON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: FRAN STOLLER ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP
PROPOSAL #03: AMEND CERTIFICATE OF INCORPORATION; ISSUER YES FOR FOR
MAJORITY VOTING IN NON-CONTESTED DIRECTOR ELECTIONS
PROPOSAL #4A: AMEND CERTIFICATE OF INCORPORATION; ISSUER YES FOR FOR
ELIMINATE EXPRESS SUPERMAJORITY VOTING PROVISIONS
PROPOSAL #4B: AMEND CERTIFICATE OF INCORPORATION; ISSUER YES FOR FOR
ELIMINATE STATUTORY SUPERMAJORITY VOTING REQUIREMENTS
PROPOSAL #05: RE-APPROVAL OF PERFORMANCE GOALS UNDER ISSUER YES FOR FOR
2004 INCENTIVE COMPENSATION PLAN
PROPOSAL #06: SHAREHOLDER PROPOSAL; SUSTAINABILITY SHAREHOLDER YES ABSTAIN AGAINST
REPORT
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BENPRES HLDGS CORP
TICKER: N/A CUSIP: Y07949103
MEETING DATE: 6/11/2009 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 the certification of quorum ISSUER YES FOR FOR
PROPOSAL #4.: Approve the minutes of 12 JUN 2008 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 #7.1: Elect Mr. Oscar M. Lopez as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #7.2: Elect Mr. Manuel M. Lopez as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #7.3: Elect Mr. Eugenio Lopez, III as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #7.4: Elect Mr. Angel S. Ong as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #7.5: Elect Mr. Felipe B. Alfonso as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #7.6: Elect Mr. Washington Sycip as an ISSUER YES FOR FOR
Independent Director for the ensuing year
PROPOSAL #7.7: Elect Mr. Vicente T. Paterno as an ISSUER YES FOR FOR
Independent Director for the ensuing year
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
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ISSUER: BERKELEY GROUP HLDGS PLC
TICKER: N/A CUSIP: G1191G120
MEETING DATE: 8/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the accounts for the YE 30 APR ISSUER YES FOR FOR
2008, together with the reports of the Directors and
the Auditors thereon
PROPOSAL #2.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the FYE 30 APR 2008
PROPOSAL #3.: Re-elect Ms. Victoria Mitchell as a ISSUER YES FOR FOR
Non-Executive Director, who retires by rotation
PROPOSAL #4.: Re-elect Mr. John Armitt as a Non- ISSUER YES FOR FOR
Executive Director on his retirement following first
appointment to the Board
PROPOSAL #5.: Re-appoint PricewaterhouseCoopers LLP ISSUER YES FOR FOR
as the Auditors of the Company until the conclusion
of the next general meeting of the Company at which
accounts are laid
PROPOSAL #6.: Authorize the Director to agree the ISSUER YES FOR FOR
Auditors' remuneration
PROPOSAL #S.7: Approve that the existing Articles of ISSUER YES FOR FOR
Association of the Company be replaced by a new set
of Articles of Association as produced to this meeting
PROPOSAL #S.8: Amend, with effect from 12.01 a.m. on ISSUER YES FOR FOR
01 OCT 2008, the new Articles of Association adopted
pursuant to the Resolution 7, by the amendments of
Articles 94 and 106 and the insertion of a new
Article 106.8, such amendments produced to this
meeting as the new Articles B
PROPOSAL #9.: Approve and adopt the amendments to the ISSUER YES FOR FOR
Berkeley Group Holdings PLC 2004(b) Long Term
Incentive Plan, as specified; and authorize the
Directors to do all such acts and things as they may
consider necessary or expedient to carry the same
into effect
PROPOSAL #10.: Authorize the Directors, for the ISSUER YES FOR FOR
purpose of Section 80 of the Companies Act 1985, to
allot relevant securities [Section 80(2) of the said
Act] up to an aggregate nominal amount of GBP
4,023,307 on such terms as the Directors think fit;
[Authority expires the earlier of the conclusion of
the AGM of the Company to be held in 2009 or 27 AUG
2009]; and the Directors may allot relevant
securities after the expiry of this authority in
pursuance of such an offer or agreement made prior to
PROPOSAL #11.: Authorize the Directors, for the ISSUER YES FOR FOR
purpose of Section 80 of the Companies Act 1985, to
allot relevant securities [Section 80(2) of the said
Act] up to an aggregate nominal amount of GBP
1,066,068 as required for the purpose of satisfying
awards made under The Berkeley Group Holdings PLC
2004(b) Long Term Incentive Plan; [Authority expires
at the conclusion of 5 years]; 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; this authority shall be
concurrent with and shall not increase the number of
relevant securities that may be allotted pursuant to
the authority given by way of the ordinary resolution
of the Company passed on 25 OCT 2004 and numbered 2
in the notice of the EGM held on that date
PROPOSAL #S.12: Authorize the Directors [pursuant to ISSUER YES FOR FOR
Section 95 of the Companies Act 1985] to allot equity
securities [Section 94(2) of the said Act] and/or to
sell relevant shares [Section 94(5) of the said Act]
out of treasury, for cash, disapplying the statutory
pre-emption rights [Section 89(1)], in connection
with the Section 80 authority referred to in
Resolution 10: i) pursuant to an offer to holder of
equity securities in the capital of the Company in
proportion [as nearly as practicable] to their
existing holdings of equity securities but subject to
such exclusions or other arrangements in relation to
fractional entitlements or legal or practical
problems under the laws of any territory, or
requirements of a regulatory body; and ii) up to an
aggregate nominal amount of GBP 604,103; but so that
the Company, pursuant to the power granted by that
resolution, may enter into a contract to allot equity
securities which would or might be completed wholly
PROPOSAL #S.13: Authorize the Directors, [pursuant to ISSUER YES FOR FOR
Section 95 of the Companies Act 1985], to allot
equity securities [Section 94(2) of the said Act] or
to sell relevant shares [Section 94(5) of the said
Act] out of treasury, for cash, as if Section 89(1)
of the said Act did not apply to such allotment or
sale in connection with the Section 80 authority
referred to in Resolution 11
PROPOSAL #S.14: Authorize the Company, for the ISSUER YES FOR FOR
purpose of Section 166 of the Companies Act 1985, to
make 1 or more market purchases [Section 163(3) of
the said Act] of Units subject to the following
restrictions and provisions: i) the maximum number of
units authorized to be purchased is 12,082,064 and
the maximum number of shares authorized to be
purchased is 12,082,064 each of the 2010 B shares and
ordinary shares; ii) the minimum price which may be
paid for a Unit is 10 pence and the minimum price
which may be paid for each share comprised in a Unit
as 5 pence in each case [exclusive of expenses]; iii)
the minimum price which may be paid for A unit, and
for each share comprised in a Unit is an amount in
each case [exclusive of expenses] being not more than
105% of the average middle market quotations for a
Unit as derived from the London Stock Exchange Daily
Official List, over the 5 business days immediately
preceding the day in which the unit is contracted to
be purchased; [Authority expires the earlier of the
conclusion of the AGM of the Company to be held in
2009 or 27 AUG 2009]; and the Company, before the
expiry, may make a contract to purchase Units [and
the shares comprised in those Units] under this
authority before the expiry of such authority, and
may make a purchase of Units [and the shares
comprised in those Units] pursuant to any such
contract which purchase or contract would or might be
executed wholly or partly after the expiration of
such authority; and for the purposes of this
resolution, the following definitions shall apply:
2010 B shares means the redeemable non-voting shares
of 5 pence each in the capital of the Company having
the rights As specified in the Article 7 of the
Company's Articles of Association; ordinary shares
means the ordinary shares of 5 pence each in the
capital of the Company; and Unit means a unit
comprising 1 ordinary share and, prior to their
redemption pursuant to the Article 7,8.2 or 8.3 of
PROPOSAL #15.: Authorize the Company and any Company ISSUER YES FOR FOR
which is a subsidiary of the Company, during the
period to which this resolution relates and pursuant
to Section 366 of the Companies Act 2006 to: i) make
donations to EU political organizations not exceeding
GBP 50,000; and ii) incur EU political expenditure
not exceeding GBP 50,000, provided that such
donations and/or expenditure does not exceed GBP
50,000 during the period to which this resolution
relates,[Authority expires at the conclusion of the
AGM of the Company 2009]
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ISSUER: BERKELEY GROUP HLDGS PLC
TICKER: N/A CUSIP: G1191G120
MEETING DATE: 4/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Amend, subject to the passing at the ISSUER YES FOR FOR
Separate Class Meeting of the holders of 2010 B
shares, the Articles of Association
PROPOSAL #2.: Approve the 2009 remuneration policy ISSUER YES FOR FOR
PROPOSAL #3.: Approve the Berkeley Group Holdings Plc ISSUER YES FOR FOR
2009 Long Term Incentive Plan
PROPOSAL #4.: Authorize the issue of equity or ISSUER YES FOR FOR
equity-linked securities without pre-emptive rights
up to aggregate nominal amount of GBP 317,154.15
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BERKELEY GROUP HLDGS PLC
TICKER: N/A CUSIP: G1191G120
MEETING DATE: 4/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve that the holders of the 2010 B ISSUER YES FOR FOR
shares sanction and consent to the passing and
carrying into effect of the first resolution
contained in the notice of the EGM of the Company
convened for 11.05 a.m., on 15 APR 2009 [as
specified]; and any effect on, or modification to,
dealing with or abrogation of the rights and
privileges attached to the 2010 B shares which will
or may results from the passing and carrying into
effect of which resolution and notwithstanding that
the passing and carrying into effect of such
resolution may affect the rights and privileges
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BERKSHIRE HATHAWAY INC.
TICKER: BRKB CUSIP: 084670207
MEETING DATE: 5/2/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: WARREN E. BUFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLES T. MUNGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD G. BUFFETT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SUSAN L. DECKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. GATES III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID S. GOTTESMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHARLOTTE GUYMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD R. KEOUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS S. MURPHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD L. OLSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WALTER SCOTT, JR. ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE THE SHAREHOLDER PROPOSAL SHAREHOLDER YES ABSTAIN AGAINST
WITH RESPECT TO THE PRODUCTION OF A SUSTAINABILITY
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BHP BILLITON PLC
TICKER: N/A CUSIP: G10877101
MEETING DATE: 10/23/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the financial statements and ISSUER YES FOR FOR
statutory reports for BHP Billiton Plc
PROPOSAL #2.: Approve the financial statements and ISSUER YES FOR FOR
statutory reports for BHP Billiton Limited
PROPOSAL #3.: Re-elect Mr. Paul Anderson as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #4.: Re-elect Mr. Paul Anderson as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #5.: Re-elect Mr. Don Argus as a Director of ISSUER YES FOR FOR
BHP Billiton Plc
PROPOSAL #6.: Re-elect Mr. Don Argus as a Director of ISSUER YES FOR FOR
BHP Billiton Limited
PROPOSAL #7.: Re-elect Dr. John Buchanan as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #8.: Re-elect Dr. John Buchanan as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #9.: Re-elect Mr. David Crawford as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #10.: Re-elect Mr. David Crawford as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #11.: Re-elect Mr. Jacques Nasser as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #12.: Re-elect Mr. Jacques Nasser as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #13.: Re-elect Dr. John Schubert as a ISSUER YES FOR FOR
Director of BHP Billiton Plc
PROPOSAL #14.: Re-elect Dr. John Schubert as a ISSUER YES FOR FOR
Director of BHP Billiton Limited
PROPOSAL #15.: Elect Mr. Alan Boeckmann as a Director ISSUER YES FOR FOR
of BHP Billiton Plc
PROPOSAL #16.: Elect Mr. Alan Boeckmann as a Director ISSUER YES FOR FOR
of BHP Billiton Limited
PROPOSAL #17.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: elect Mr. Stephen Mayne as a Director of
BHP Billiton Plc
PROPOSAL #18.: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES AGAINST FOR
PROPOSAL: elect Mr. Stephen Mayne as a Director of
BHP Billiton Limited
PROPOSAL #19.: Elect Dr. David Morgan as a Director ISSUER YES FOR FOR
of BHP Billiton Plc
PROPOSAL #20.: Elect Dr. David Morgan as a Director ISSUER YES FOR FOR
of BHP Billiton Limited
PROPOSAL #21.: Elect Mr. Keith Rumble as a Director ISSUER YES FOR FOR
of BHP Billiton Plc
PROPOSAL #22.: Elect Mr. Keith Rumble as a Director ISSUER YES FOR FOR
of BHP Billiton Limited
PROPOSAL #23.: Re-appoint KPMG Audit Plc as the ISSUER YES FOR FOR
Auditors of BHP Billiton Plc and authorize the Board
to determine their remuneration
PROPOSAL #24.: Grant authority to the issue of equity ISSUER YES FOR FOR
or equity-linked securities with pre-emptive rights
up to aggregate nominal amount of USD 277,983,328
PROPOSAL #S.25: Grant authority to the issue of ISSUER YES FOR FOR
equity or equity-linked securities without pre-
emptive rights up to aggregate nominal amount of USD
PROPOSAL #S.26: Authorize 223,112,120 BHP Billiton ISSUER YES FOR FOR
Plc ordinary shares for market purchase
PROPOSAL #S27.1: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 30 APR 2009
PROPOSAL #S27.2: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 29 MAY 2009
PROPOSAL #S27.3: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 15 JUN 2009
PROPOSAL #S27.4: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 31 JUL 2009
PROPOSAL #S27.5: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 15 SEP 2009
PROPOSAL #S27.6: Approve to reduce the share capital ISSUER YES FOR FOR
of BHP Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal value each
held by BHP Billiton Limited on 30 NOV 2009
PROPOSAL #28.: Approve the remuneration report for ISSUER YES FOR FOR
the YE 30 JUN 2008
PROPOSAL #29.: Amend BHP Billiton Plc Group Incentive ISSUER YES FOR FOR
Scheme to BHP Billiton Limited Group Incentive Scheme
PROPOSAL #30.: Approve the grant of deferred shares ISSUER YES FOR FOR
and options under the BHP Billiton Limited Group
Incentive Scheme and the grant of performance shares
under the BHP Billiton Limited Long Term Incentive
Plan to the Executive Director, Mr. Marius J Kloppers
as specified
PROPOSAL #31.: Approve, for all purposes, to increase ISSUER YES FOR FOR
maximum aggregate remuneration paid by BHP Billiton
Limited to all Non-Executive Directors together with
the remuneration paid to those Non- Executive
Directors by BHP Billiton Plc from USD 3,000,000 to
USD 3,800,000, including for the purposes of Article
76 of the Articles of Association of BHP Billion Plc
PROPOSAL #32.: Approve, for all purposes, to increase ISSUER YES FOR FOR
maximum aggregate remuneration paid by BHP Billiton
Limited to all Non-Executive Directors together with
the remuneration paid to those Non- Executive
Directors by BHP Billiton Plc from USD 3,000,000 to
USD 3,800,000, including for the purposes of Rule 76
of the Constitution of BHP Billion Limited and asx
listing rule 10.17
PROPOSAL #S.33: Amend the article of association of ISSUER YES FOR FOR
BHP Billiton Plc, with effect from the close of the
2008 AGM of BHP Billiton Limited, as specified
PROPOSAL #S.34: Amend the Constitution of BHP ISSUER YES FOR FOR
Billiton Limited, with the effect from the close the
2008 AGM of BHP Billiton Limited, as specified
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ISSUER: BIC(SOCIETE), CLICHY
TICKER: N/A CUSIP: F10080103
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve, having considered the report ISSUER YES FOR FOR
of the Board of Directors, the Chairman's report, the
Auditors' report, the Company's financial statements
for the year 2008, as presented
PROPOSAL #O.2: Approve the consolidated financial ISSUER YES FOR FOR
statements for the said FY, in the form presented to
the meeting
PROPOSAL #O.3: Approve the income for the FY be ISSUER YES FOR FOR
appropriated as follows: earnings for the FY: EUR
61,194,106.04, plus retained earnings from previous
year: EUR 346,853,762.11, i.e. distributable income:
EUR 408, 047,868.15 to be allocated dividends: EUR
65,065,473.45, retained earnings: EUR 342,982,394.70,
total equal to the distributable income: EUR
408,047,868.15; the shareholders will receive a net
dividend of EUR 1.35 per share, and will entitle to
the 40% deduction provided by the French general tax
code; this dividend will be paid on 25 MAY 2009, as
required by law, it is reminded that, for the last 3
FY, the dividends paid, were as follows: EUR 1.35 for
FY 2007, EUR 1.30 for FY 2006, EUR 1.15 for FY 2005
PROPOSAL #O.4: Approve, after hearing the special ISSUER YES FOR FOR
report of the Auditors on agreements Governed by
Articles L. 225-38 et sequence of the French
Commercial Code, the new agreement and acknowledges
the continuation of a previously authorized agreement
during the current FY
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
number of shares to be acquired: 10% of the share
capital, maximum purchase price: EUR 75.00, maximum
funds invested in the share buybacks: EUR
370,000,000.00; maximum number of shares to be
acquired: 5% of the share capital, maximum purchase
price: EUR 75.00, maximum funds invested in the share
buybacks: EUR 185,000,000.00; [Authority is given
for an 18 month period]; this authorization
supersedes the one granted by the shareholders'
meeting of 21 MAY 2008 in its Resolution 6 and will
not be used in the event of a public offering for
shares of the Company, unless the general meeting
authorizes it, and to take all necessary measures and
accomplish all necessary formalities
PROPOSAL #O.7: Ratify the co-optation of Mr. John ISSUER YES FOR FOR
Glen as a Director, to replace Mr. Olivier Poupart-
Lafarge, for the remainder of Mr. Olivier Poupart-
Lafarge's term of office, who has resigned
PROPOSAL #E.8: Amend the Article 10 of the Bylaws ISSUER YES FOR FOR
'the Board of Directors'
PROPOSAL #O.9: Approve to renew the appointment of ISSUER YES FOR FOR
Mr. Francois Bich as a Director for a 2-year period
PROPOSAL #O.10: Approve to renew the appointment of ISSUER YES FOR FOR
Mrs. Marie-Pauline Chandon-Moet as a Director for a
2-y ear period
PROPOSAL #O.11: Approve to renew the appointment of ISSUER YES FOR FOR
Mr. Frederic Rostand as a Director for a 2-year period
PROPOSAL #O.12: Approve to renew the appointment of ISSUER YES FOR FOR
Mr. John Glen as a Director for a 3 year period
PROPOSAL #O.13: Approve to renew the appointment of ISSUER YES FOR FOR
Mrs. Marie-Henriette Poinsot as a Director for a 3
year period
PROPOSAL #O.14: Approve to renew the appointment of ISSUER YES FOR FOR
the Company M.B.D., represented by Mr. Edouard Bich
as a Director for a 3 year period
PROPOSAL #O.15: Appoint Mr. Pierre Vareille as a ISSUER YES FOR FOR
Director for a 3-year period
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, and to
charge the difference between the repurchase price o
f the cancelled shares and their nominal value
against the premiums and available reserves, and to
take all necessary measures and accomplish all
necessary formalities
PROPOSAL #E.17: 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 the
75,000 shares acquired in the frame of article l.225-
208 of the French Commercial Code; [Authority is
given for an 18 month period]; and to charge the
difference between the repurchase price of the
cancelled shares and their nominal value against the
premiums and available reserves, and to take all
necessary measures and accomplish all necessary
PROPOSAL #E.18: Amend Article 15 of the Bylaws ISSUER YES FOR FOR
shareholders meeting
PROPOSAL #E.19: 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: BIG LOTS, INC.
TICKER: BIG CUSIP: 089302103
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JEFFREY P. BERGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN S. FISHMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER J. HAYES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID T. KOLLAT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRENDA J. LAUDERBACK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP E. MALLOTT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RUSSELL SOLT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. TENER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DENNIS B. TISHKOFF ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2009.
PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING MAJORITY SHAREHOLDER YES AGAINST FOR
VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIOVAIL CORP
TICKER: N/A CUSIP: 09067J109
MEETING DATE: 8/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Elect the following slate of Directors: ISSUER YES FOR FOR
Dr. Douglas J. P. Squires, Dr. Laurence E. Paul and
Messrs. Serge Gouin, David H. Laidley, J. Spencer
Lanthier, Mark Parrish, Robert N. Power, Lloyd M.
Segal, Michael R. Van Every and William M. Wells
PROPOSAL #2.: Re-appoint Ernst and Young LLP as the ISSUER YES FOR FOR
Auditors, to hold office until the close of the next
AGM 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: 09067J109
MEETING DATE: 8/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES FOR AGAINST
DISSIDENTS SHAREHOLDERS' PROPOSAL: elect the
following Directors: Messrs. 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, Laurence Zeifman
and Dr. D. Lorne Tyrrell
PROPOSAL #2.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES FOR AGAINST
DISSIDENTS SHAREHOLDERS' PROPOSAL: re-appoint Ernest
&Young LLP, Chartered Accountants, as the Auditors,
to hold office until the close of the next AGM of
shareholders; and authorize the Board of Directors of
Biovail to fix the remuneration of the Auditors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BIOVAIL CORP
TICKER: N/A CUSIP: 09067J109
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Dr. Douglas J.P. Squires as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.2: Elect Mr. J. Spencer Lanthier as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.3: Elect Mr. Serge Gouin as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #1.4: Elect Mr. David H. Laidley as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.5: Elect Mr. Mark Parrish as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #1.6: Elect Dr. Laurence E. Paul as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.7: Elect Mr. Robert N. Power as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.8: Elect Mr. Lloyd M. Segal as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #1.9: Elect Sir Louis R. Tull as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #1.10: Elect Mr. Michael R. Van Every as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.11: Elect Mr. William M. Wells as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #2.: Re-appoint Ernst & Young LLP as the ISSUER YES FOR FOR
auditors for the ensuing year and authorize the
Company's Board of Directors [the Board of Directors]
to fix the Auditor's remuneration
PROPOSAL #3.: Approve the amendments to the Company's ISSUER YES FOR FOR
By-law to i] reduce the quorum requirement for
meetings of shareholders of the Company, and ii]
eliminate the Chairman's casting vote at meetings of
the Board of Directors, as specified
PROPOSAL #4.: Approve the amendments to the Company's ISSUER YES FOR FOR
2007 Equity Compensation Plan [the Plan] to i]
increase the number of common shares [Common Shares]
issuable from treasury pursuant to the Plan, and ii)
increase the percentage of Common Shares that can be
issued upon vesting of restricted share units
pursuant to the Plan, as specified
PROPOSAL #5.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 1. Amend By-Law 1 of
the Corporation [the By-Law] by adding the following
new paragraph after the first paragraph of Section 7
of the By-Law [Election of Directors] as specified
PROPOSAL #6.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 2. Amend By-Law 1 of
the Corporation [the Bye-Law] by adding the following
sentence as a new second paragraph of Section 24 of
the By-Law [Indemnities to Directors and Others] as
specified
PROPOSAL #7.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 3. Approve to use best
efforts to amend each indemnity agreement of the
Corporation to ensure that the Corporation shall not
indemnify any Director or officer with respect to any
claim where the Corporation is not covered by or
subject to reimbursement under any Directors and
officers insurance policy of the Corporation
PROPOSAL #8.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 4. Amend By-Law 1 of
the Corporation [the Bye-Law] by adding the following
new paragraph after the first paragraph of Section
37 of the By-Law [Proxies] as specified
PROPOSAL #9.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 5. Amend Bye-Law 1 of
the Corporation [the Bye-Law] by adding the following
sentence after the first sentence of the new third
paragraph of Section 37 of the Bye-Law [Proxies] as
specified
PROPOSAL #10.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 6. Approve the Article
9 of the Articles of Continuance of the Corporation
be amended by adding the following to Schedule B
attached to the Articles of Continuance, as specified
PROPOSAL #11.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 7. Amend the charter
of the Compensation, Nominating and Corporate
Governance Committee of the Board of Directors of the
Corporation [the Charter] [now the Compensation
Committee Charter and the Nominating and Corporate
Governance Committee Charter, as applicable]; a) by
deleting the last sentence of paragraph 7.1 [a] [now
Paragraph 7.1[a] of the Nominating and Corporate
Governance Committee Charter] and substituting the
specified sentences b) by adding the new Section 11.2
to the Charter [now Section 7.2[c] of the Nominating
and Corporate Governance Committee Charter]: c) by
adding the new Section 12.6 to the Charter [now
Section 6.12 of the Compensation Committee Charter];
d) by adding the sentences after the sentence in
Section 14 [Disclosure and Reporting to the Board] of
the Charter [now Section 9.1 of the Compensation
Committee Charter]: e) by deleting the sentence in
Section 17 [Charter Review] of the Charter and
substituting the following sentence [now Section 11
of the Compensation Committee Charter and Section 16
of the Nominating and Corporate Governance Committee
PROPOSAL #12.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
DISSIDENT SHAREHOLDER PROPOSAL 8. Approve to use best
efforts to amend consistent with the recommended
guidelines of the Canadian Coalition for Good
Governance in effect from time to time, each
employment agreement of the Corporation to ensure
that termination payments there under are not paid:
i) if the executive is terminated for failing to
deliver on agreed performance targets; and ii) in
connection with any change of control provision
unless [y] and actual change of control has occurred;
and [z] the executive has been terminated by the
Corporation [including by way of constructive
dismissal] during a six [6] month period after the
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLOCKBUSTER INC.
TICKER: BBIB CUSIP: 093679207
MEETING DATE: 5/28/2009 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 #2: AMENDMENT OF THE BLOCKBUSTER INC. 2004 ISSUER YES AGAINST AGAINST
LONG-TERM MANAGEMENT INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES OF BLOCKBUSTER INC. CLASS A COMMON
STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN AND
APPROVAL OF THE MATERIAL TERMS OF THE AMENDED PLAN SO
THAT DESIGNATED AWARDS UNDER THE AMENDED PLAN MAY
QUALIFY FOR DEDUCTIBILITY UNDER SECTION 162(M) OF THE
INTERNAL REVENUE CODE.
PROPOSAL #3: APPROVAL OF THE MATERIAL TERMS OF THE ISSUER YES FOR FOR
BLOCKBUSTER INC. SENIOR EXECUTIVE ANNUAL PERFORMANCE
BONUS PLAN SO THAT DESIGNATED AWARDS UNDER THE PLAN
MAY QUALIFY FOR DEDUCTIBILITY UNDER SECTION 162(M) OF
THE INTERNAL REVENUE CODE.
PROPOSAL #4: APPROVAL OF THE FOLLOWING ADVISORY ISSUER YES AGAINST AGAINST
(NON-BINDING) RESOLUTION: COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS SET FORTH IN THE SUMMARY
COMPENSATION TABLE AND THE ACCOMPANYING NARRATIVE
DISCLOSURE IN THIS PROXY STATEMENT OF MATERIAL
FACTORS PROVIDED TO UNDERSTAND THE SUMMARY
COMPENSATION TABLE (BUT EXCLUDING THE COMPENSATION
PROPOSAL #5: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP TO SERVE AS BLOCKBUSTER
INC.'S INDEPENDENT AUDITORS FOR FISCAL 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BLUE NILE, INC.
TICKER: NILE CUSIP: 09578R103
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARY ALICE TAYLOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL POTTER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVE SCHEID ISSUER YES FOR FOR
PROPOSAL #02: VOTE TO RATIFY DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
BLUE NILE'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR
ENDING JANUARY 3, 2010
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS
TICKER: N/A CUSIP: F1058Q238
MEETING DATE: 12/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the contribution in kind of ISSUER YES FOR FOR
98,529,695 Fortis Banque shares by SFPI
PROPOSAL #2.: Approve the contribution in kind of ISSUER YES FOR FOR
263,586,083 Fortis Banque Luxembourg shares by Grand
Duchy of Luxembourg
PROPOSAL #3.: Grant authority to increase the capital ISSUER YES FOR FOR
of up to 10% of issued capital for future
PROPOSAL #4.: Grant authority for filing of required ISSUER YES FOR FOR
documents/other formalities
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS
TICKER: N/A CUSIP: F1058Q238
MEETING DATE: 3/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Grant authority for the new class of ISSUER YES FOR FOR
preferred stock [Class B] and amend Bylaws
accordingly, subject to approval of item 2
PROPOSAL #2.: Grant authority for the issuance of ISSUER YES FOR FOR
preferred stock [Class B] in favor of societe de
Prise de participation de 1'Etat [SPPE] for up to
aggregate nominal amount of EUR 608,064,070, subject
to approval of item 1
PROPOSAL #3.: Approve the Employee Stock Purchase Plan ISSUER YES FOR FOR
PROPOSAL #4.: Grant authority for the capitalization ISSUER YES FOR FOR
of reserves of up to EUR 1 billion for bonus issue or
increase in par value, subject to approval of items
1 and 2
PROPOSAL #5.: Grant authority for the filing of ISSUER YES FOR FOR
required documents/other formalities
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BNP PARIBAS
TICKER: N/A CUSIP: F1058Q238
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve to accept consolidated ISSUER YES FOR FOR
financial statements and statutory reports
PROPOSAL #O.2: Approve the financial statements and ISSUER YES FOR FOR
statutory reports
PROPOSAL #O.3: Approve the allocation of income and ISSUER YES FOR FOR
dividends of EUR 1.00 per Share
PROPOSAL #O.4: Approve the Auditors' Special report ISSUER YES FOR FOR
regarding related-party transactions
PROPOSAL #O.5: Grant authority repurchase of up to ISSUER YES FOR FOR
10% issued share capital
PROPOSAL #O.6: Re-elect Mr. Claude Bebear as a ISSUER YES FOR FOR
Director
PROPOSAL #O.7: Re-elect Mr. Jean-Louis Beffa as a ISSUER YES AGAINST AGAINST
Director
PROPOSAL #O.8: Re-elect Mr. Denis Kessler as a ISSUER YES AGAINST AGAINST
Director
PROPOSAL #O.9: Re-elect Mr. Laurence Parisot as a ISSUER YES FOR FOR
Director
PROPOSAL #O.10: Re-elect Mr. Michel Pebereau as a ISSUER YES FOR FOR
Director
PROPOSAL #E.11: Approve the contribution in kind of ISSUER YES FOR FOR
98,529,695 Fortis Banque shares by Societe Federale
de Participations et d'Investissement [SFPI]
PROPOSAL #E.12: Approve the contribution in kind of ISSUER YES FOR FOR
263,586,083 Fortis Banque Luxembourg shares by Grand
Duchy of Luxembourg
PROPOSAL #E.13: Grant authority the capital increase ISSUER YES FOR FOR
of up to 10% of issued capital for future acquisitions
PROPOSAL #E.14: Approve the changes in the procedures ISSUER YES FOR FOR
for B shares-Corresponding amendments to the
Articles of Association
PROPOSAL #E.15: Approve to reduce the share capital ISSUER YES FOR FOR
via cancellation of repurchased shares
PROPOSAL #E.16: Grant authority the filing of ISSUER YES FOR FOR
required documents/other formalities
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOB EVANS FARMS, INC.
TICKER: BOBE CUSIP: 096761101
MEETING DATE: 9/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: CHERYL L. KRUEGER ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: G. ROBERT LUCAS II ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: EILEEN A. MALLESCH ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BOMBARDIER INC
TICKER: N/A CUSIP: 097751200
MEETING DATE: 6/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Laurent Beaudoin as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.2: Elect Mr. Pierre Beaudoin as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.3: Elect Mr. Andre Berard as a Director ISSUER YES FOR FOR
of Bombardier Inc.
PROPOSAL #1.4: Elect Mr. J. R. Andre Bombardier as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.5: Elect Mrs. Janine Bombardier as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.6: Elect Mr. L. Denis Desautels as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.7: Elect Mr. Thierry Desmarest as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.8: Elect Mr. Jean-Louis Fontaine as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.9: Elect Mr. Daniel Johnson as a Director ISSUER YES FOR FOR
of Bombardier Inc.
PROPOSAL #1.10: Elect Mr. Jean C. Monty as a Director ISSUER YES FOR FOR
of Bombardier Inc.
PROPOSAL #1.11: Elect Mr. Carlos E. Represas as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.12: Elect Mr. Jean-Pierre Rosso as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #1.13: Elect Mr. Heinrich Weiss as a ISSUER YES FOR FOR
Director of Bombardier Inc.
PROPOSAL #2.: Appoint Ernst Young LLP, Chartered ISSUER YES FOR FOR
Accountants, as the External Auditors of Bombardier
Inc. and authorize Directors of Bombardier Inc. to
fix their remuneration
PROPOSAL #3.1: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST FOR
SHAREHOLDER'S PROPOSAL: adopt a rule of governance
stipulating that the Compensation Policy of their
Executive Officers be submitted to a consultative
vote by the shareholders
PROPOSAL #3.2: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST FOR
SHAREHOLDER'S PROPOSAL: adopt a policy stipulating
that 50% of the new candidates nominated as the
Directors are women until parity between men and
women are achieved
PROPOSAL #3.3: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST FOR
SHAREHOLDER'S PROPOSAL: adopt the same policy on
independence for the Members of the Compensation
Committee and Outside Compensation Consultants as for
the Members of the Audit Committee and the External
Auditors
PROPOSAL #3.4: PLEASE NOTE THAT THIS IS A ISSUER YES AGAINST FOR
SHAREHOLDER'S PROPOSAL: adopt a Governance Rule
limiting to 4, the number of Boards on which any of
its Directors may serve
PROPOSAL #4: Transact any other business ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BP P L C
TICKER: N/A CUSIP: G12793108
MEETING DATE: 4/16/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report of the Directors and ISSUER YES FOR FOR
the accounts for the YE 31 DEC 2008
PROPOSAL #2.: Approve the Directors remuneration ISSUER YES FOR FOR
report for the YE 31 DEC 2008
PROPOSAL #3.: Re-elect Mr. A. Burgmans as a Director ISSUER YES FOR FOR
PROPOSAL #4.: Re-elect Mrs. C. B. Carroll as a ISSUER YES FOR FOR
Director
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 as a Director ISSUER YES FOR FOR
PROPOSAL #9.: Re-elect Mr. R. Dudley as a Director ISSUER YES FOR FOR
PROPOSAL #10.: Re-elect Mr. D. J. Flint as a Director ISSUER YES FOR FOR
PROPOSAL #11.: Re-elect Dr. B. E. Grote as a Director ISSUER YES FOR FOR
PROPOSAL #12.: Re-elect Dr. A. B. Hayward as a ISSUER YES FOR FOR
Director
PROPOSAL #13.: Re-elect Mr. A. G. Inglis as a ISSUER YES FOR FOR
Director
PROPOSAL #14.: Re-elect Dr. D. S. Julius as a ISSUER YES FOR FOR
Director
PROPOSAL #15.: Re-elect Sir Tom McKillop as a ISSUER YES FOR FOR
Director
PROPOSAL #16.: Re-elect Sir Ian Prosser as a Director ISSUER YES FOR FOR
PROPOSAL #17.: Re-elect Mr. P. D. Sutherland as a ISSUER YES FOR FOR
Director
PROPOSAL #18.: Re-appoint Ernst & Young LLP as the ISSUER YES FOR FOR
Auditors from the conclusion of this meeting until
the conclusion of the next general meeting before
which accounts are laid and to authorize the
Directors to fix the Auditors remuneration
PROPOSAL #S.19: Authorize the Company, in accordance ISSUER YES FOR FOR
with Section 163[3] of the Companies Act 1985, to
make market purchases [Section 163[3]] with nominal
value of USD 0.25 each in the capital of the Company,
at a minimum price of USD 0.25 and not more than 5%
above the average market value for such shares
derived from the London Stock Exchange Daily Official
List, for the 5 business days preceding the date of
purchase; [Authority expires at the conclusion of the
AGM of the Company in 2010 or 15 JUL 2010]; 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 #20.: Authorize the Directors by the ISSUER YES FOR FOR
Company's Articles of Association to allot relevant
securities up to an aggregate nominal amount equal to
the Section 80 Amount of USD 1,561 million, ;
[Authority expires the earlier of the conclusion of
the next AGM in 2010 of the Company or 15 JUL 2010]
PROPOSAL #S.21: Authorize the Directors, pursuant to ISSUER YES FOR FOR
Section 89 of the Companies Act 1985, to allot equity
securities [Section 89] to the allotment of equity
securities: a) in connection with a rights issue; b)
up to an aggregate nominal amount of USD 234 million;
[Authority expires the earlier of the conclusion of
the next AGM in 2010 of the Company or 15 JUL 2010];
PROPOSAL #S.22: Grant authority for the calling of ISSUER YES FOR FOR
general meeting of the Company by notice of at least
14 clear days
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ISSUER: BRADFORD & BINGLEY PLC, BINGLEY WEST YORKSHIRE
TICKER: N/A CUSIP: G1288A101
MEETING DATE: 7/7/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve ot increase the authorized ISSUER YES FOR FOR
share capital of the Company from GBP 220,500,000 to
GBP 411,317,312.25 by the creation of 763,269,249
ordinary shares of 25 pence each forming a single
class with the existing ordinary shares of 25 pence
each in the capital of the Company and authorize the
Directors of the Company, purpose to Section 80 of
the Companies Act 1985 [the Act], without prejudice
and in addition to the authority conferred by
resolution 12 passed at the Company's AGM held on 22
APR 2008, to exercise all the powers of the Company
to allot relevant securities [within the meaning of
that Section of the Act] up to an aggregate nominal
amount of GBP 190,817,312.25 and; [Authority expires
the earlier of the conclusion of the next AGM of the
Company in 2009 or 15 months]; and the Directors may
allot relevant securities after the expiry of this
authority in pursuance of such an offer or agreement
PROPOSAL #S.2: Authorize the Directors, subject to ISSUER YES FOR FOR
passing of resolution 1 and 3 and pursuant to Section
95 of the Act, without prejudice and in addition to
the authority conferred by resolution 13 passed at
the Company's AGM held on 22 APR 2008, to allot
equity securities [Section 94(2) of the Act] for cash
pursuant to the authority conferred by Resolution 1,
disapplying the statutory pre-emption rights
[Section 89(1)], provided that this power is limited
to the allotment of up to 469,432,646 ordinary shares
of 25 pence each in a connection with Rights Issue
[as specified]; [Authority expire upon the expiry of
the general authority conferred by resolution 1] 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.3: Approve, subject to and conditional ISSUER YES FOR FOR
upon the passing of resolution 1 and 2, the terms of
the TPG Investment as specified, including the issue
price of 55 pence per share which is a discount of
38% to the closing market price of 88.25 pence per
share on 30 MAY 2008 [the last trading day prior to
the Company's announcement on 02 JUN 2008] and
authorize the Directors pursuant to Section 95 of the
Act, without prejudice and in addition to the
authority conferred by resolution 13 passed at the
Company's AGM held on 22 APR 2008, to allot equity
securities [Section 94(2) of the Act] for cash
pursuant to the authority conferred by Resolution 1
or, disapplying the statutory pre-emption rights
[Section 89(1)], provided that this power is limited
to the allotment of 293,836,603 ordinary shares of 25
pence each in connection with the subscription for
such securities by TPG Omega Advisor V [Cayman], Inc.
or by any other member of TPG [as specified] and;
[Authority expire upon the expiry of the general
authority conferred by resolution 1]
PROPOSAL #S.4: Authorize the Directors of the ISSUER YES FOR FOR
Company, subject to completion of the initial
Subscription by TPG as specified, and pursuant to
Section 95 of the Act to allot equity securities
[Section 94(2) of the Act] of the Company, for cash
pursuant to the authority conferred by Resolution 12
passed at the Company's AGM held on 22 APR 2008 and
without prejudice and in addition to the authority
conferred by resolution 13 passed at that meeting or,
disapplying the statutory pre-emption rights
[Section 89(1)], provided that this power is limited
to the allotment of equity securities in favor of the
holders of ordinary shares on the register of
members at such record date as the Directors of the
Company may determine where the equity securities
respectively attributable to the interests of the
shareholders are proportinate to the respective
numbers of ordinary shars held by them on any such
record dates, subject to such exclusions or other
arrangements as the directors of the Company may deem
necessary or expedient ot deal with treasury shares,
fractional entitlements or legal or practical
problems arising under the laws of any overseas
territory or the requirements of any regulatory body
or stock exchange or by virtue of shares being
represented by depositary receipts or any other
matter whatever; or up to an aggregate nominal value
of GBP 7,720,931 and; [Authority expire upon the
expiry of the general authority conferred by
resolution 12 passed at the Company's AGM held on 22
APR 2008]; and the Directors may allot relevant
securities after the expiry of this authority in
pursuance of such an offer or agreement made prior to
PROPOSAL #5.: Approve the authorized share capital of ISSUER YES FOR FOR
the Company be increased by the creation of an
additional 200,000,000 ordinary shares of 25 pence
each in the capital of the Company each forming a
single class with the existing ordinary shares of 25
pence each in the Company; and pursuant to Article
145 of the Company's Articles of Association upon the
recommendation of the Directors of the Company, an
amount of up to GBP 50,000,000 [being part of the
sums Standing to the credit of the Company's share
premium account] be capitalized, being such amount as
the Directors of the Company may determine for the
purposes of issuing new, ordinary shares instead of
paying an interim dividend in respect of the FYE 31
DEC 2008 and authorize the Directors of the Company
to apply such amount in paying up new ordinary shares
and to allot such shares, credited as fully paid, to
the holders of ordinary shares on the register on
such record date as the Directors of the Company may
determine with authority to deal with fractional
entitlements arising out of such allotment as they
think fit and authority to take all such other steps
as they may deem necessary or desirable to implement
such capitalization and allotment; and authorize the
Directors of the Company, purposes to Section 80 of
the Companies Act 1985 [the Act] to allot relevant
securities up to an aggregate nominal amount of GBP
50,000,000, provided that such authority shall be
limited to the allotment of relevant securities
[within the meaning of that Section of the Act]
pursuant to in connection with or for the purposes of
the capitalization of reserves referred to this
resolution, and [Authority expire on 31 DEC 2008 and
the Directors may allot relevant securities after the
expiry of this authority in pursuance of such an
offer or agreement made prior to such expiry
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRADFORD & BINGLEY PLC, BINGLEY WEST YORKSHIRE
TICKER: N/A CUSIP: G1288A101
MEETING DATE: 7/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company from GBP 220,500,000 to
GBP 411,317,312.25 by the creation of 763,269,249
ordinary shares of 25 pence each forming a single
class with the existing ordinary shares of 25 pence
each in the capital of the Company and authorize the
Directors of the Company, purpose to Section 80 of
the Companies Act 1985 [the Act], without prejudice
and in addition to the authority conferred by
resolution 12 passed at the Company's AGM held on 22
APR 2008, to exercise all the powers of the Company
to allot relevant securities [within the meaning of
that Section of the Act] up to an aggregate nominal
amount of GBP 190,817,312.25; and [Authority expires
the earlier of the conclusion of the next AGM of the
Company in 2009 or 15 months]; and the Directors may
allot relevant securities after the expiry of this
authority in pursuance of such an offer or agreement
PROPOSAL #2.: Authorize the Directors, subject to ISSUER NO N/A N/A
passing of resolution 1 and 3 and pursuant to Section
95 of the Act, without prejudice and in addition to
the authority conferred by resolution 13 passed at
the Company's AGM held on 22 APR 2008, to allot
equity securities [Section 94(2) of the Act] for cash
pursuant to the authority conferred by Resolution 1,
disapplying the statutory pre-emption rights
[Section 89(1)], provided that this power is limited
to the allotment of up to 469,432,646 ordinary shares
of 25 pence each in a connection with Rights Issue
[as specified]; [Authority expires the earlier of the
conclusion of the next AGM of the Company in 2009 or
15 months]; and the Directors may allot equity
securities after the expiry of this authority in
pursuance of such an offer or agreement made prior to
such expiry
PROPOSAL #3.: Approve, subject to and conditional ISSUER NO N/A N/A
upon the passing of resolution 1 and 2, the terms of
the TPG Investment as specified, including the issue
price of 55 pence per share which is a discount of
38% to the closing market price of 88.25 pence per
share on 30 MAY 2008 [the last trading day prior to
the Company's announcement on 02 JUN 2008] and
authorize the Directors pursuant to Section 95 of the
Act, without prejudice and in addition to the
authority conferred by resolution 13 passed at the
Company's AGM held on 22 APR 2008, to allot equity
securities [Section 94(2) of the Act] for cash
pursuant to the authority conferred by Resolution 1
or, disapplying the statutory pre-emption rights
[Section 89(1)], provided that this power is limited
to the allotment of 293,836,603 ordinary shares of 25
pence each in connection with the subscription for
such securities by TPG Omega Advisor V [Cayman], Inc.
or by any other member of TPG [as specified] and;
[Authority expires the earlier of the conclusion of
the next AGM of the Company in 2009 or 15 months];
PROPOSAL #4.: Authorize the Directors of the Company, ISSUER NO N/A N/A
subject to completion of the initial Subscription by
TPG as specified, and pursuant to Section 95 of the
Act to allot equity securities [Section 94(2) of the
Act] of the Company, for cash pursuant to the
authority conferred by Resolution 12 passed at the
Company's AGM held on 22 APR 2008 and without
prejudice and in addition to the authority conferred
by resolution 13 passed at that meeting or,
disapplying the statutory pre-emption rights [Section
89(1)], provided that this power is limited to the
allotment of equity securities in favor of the
holders of ordinary shares on the register of members
at such record date as the Directors of the Company
may determine where the equity securities
respectively attributable to the interests of the
shareholders are proportionate to the respective
numbers of ordinary shares held by them on any such
record dates, subject to such exclusions or other
arrangements as the directors of the Company may deem
necessary or expedient to deal with treasury shares,
fractional entitlements or legal or practical
problems arising under the laws of any overseas
territory or the requirements of any regulatory body
or stock exchange or by virtue of shares being
represented by depositary receipts or any other
matter whatever; or up to an aggregate nominal value
of GBP 7,720,931 and; [Authority expire upon the
expiry of the general authority conferred by
resolution 12 passed at the Company's AGM held on 22
APR 2008]; and the Directors may allot relevant
securities after the expiry of this authority in
pursuance of such an offer or agreement made prior to
PROPOSAL #5.: Approve the authorized share capital of ISSUER YES FOR FOR
the Company be increased by the creation of an
additional 200,000,000 ordinary shares of 25 pence
each in the capital of the Company each forming a
single class with the existing ordinary shares of 25
pence each in the Company; and pursuant to Article
145 of the Company's Articles of Association upon the
recommendation of the Directors of the Company, an
amount of up to GBP 50,000,000 [being part of the
sums Standing to the credit of the Company's share
premium account] be capitalized, being such amount as
the Directors of the Company may determine for the
purposes of issuing new, ordinary shares instead of
paying an interim dividend in respect of the FYE 31
DEC 2008 and authorize the Directors of the Company
to apply such amount in paying up new ordinary shares
and to allot such shares, credited as fully paid, to
the holders of ordinary shares on the register on
such record date as the Directors of the Company may
determine with authority to deal with fractional
entitlements arising out of such allotment as they
think fit and authority to take all such other steps
as they may deem necessary or desirable to implement
such capitalization and allotment; and authorize the
Directors of the Company, purposes to Section 80 of
the Companies Act 1985 [the Act] to allot relevant
securities up to an aggregate nominal amount of GBP
50,000,000, provided that such authority shall be
limited to the allotment of relevant securities
[within the meaning of that Section of the Act]
pursuant to in connection with or for the purposes of
the capitalization of reserves referred to this
resolution, and [Authority expires on 31 DEC 2008]
and the Directors may allot relevant securities after
the expiry of this authority in pursuance of such an
offer or agreement made prior to such expiry
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRAMBLES LTD, SYDNEY NSW
TICKER: N/A CUSIP: Q6634U106
MEETING DATE: 11/25/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the financial report, ISSUER YES FOR FOR
Directors' report and Auditors' report for Brambles
for the YE 30 JUN 2008
PROPOSAL #2.: Adopt the remuneration report for ISSUER YES FOR FOR
Brambles for the YE 30 JUN 2008
PROPOSAL #3.: Elect Ms. Mary Elizabeth Doherty as a ISSUER YES FOR FOR
Director to the Board of Brambles
PROPOSAL #4.: Re-elect Mr. Anthony Grant Froggatt as ISSUER YES FOR FOR
a Director to the Board of Brambles, who retires by
rotation
PROPOSAL #5.: Re-elect Mr. David Peter Gosnell as a ISSUER YES FOR FOR
Director to the Board of Brambles, who retires by
rotation
PROPOSAL #6.: Re-elect Mr. Michael Francis Ihlein as ISSUER YES FOR FOR
a Director to the Board to Brambles, who retires by
rotation
PROPOSAL #7.: Approve the Brambles Myshare plan, for ISSUER YES FOR FOR
all purposes, including for the purpose of Australian
Securities Exchange Listing Rule 7.2 exception 9,
the principal terms of which are as specified, and
the issue of shares under that plan
PROPOSAL #8.: Approve, for all purposes, including ISSUER YES FOR FOR
for the purpose of Australian Securities Exchange
Listing Rule 10.14, the participation by Mr. Michael
Francis Ihlein until 25 NOV 2011 in the Brambles
Myshare Plan in the manner as specified
PROPOSAL #9.: Approve, for all the purposes, ISSUER YES FOR FOR
including for the purpose of Australian Securities
Exchange Listing Rule 10.14, the participation by Ms.
Mary Elizabeth Doherty until 25 NOV 2011 in the
Brambles Myshare Plan in the manner as specified
PROPOSAL #10.: Approve, for all purposes including ISSUER YES FOR FOR
for the purpose of Australian Securities Exchange
Listing Rule 7.2 exception 9, the Brambles 2006
performance share plan, as amended in the manner as
specified [the Amended Performance Share Plan] and
the issue of shares under the Amended Performance
PROPOSAL #11.: Approve, for all the purposes, ISSUER YES FOR FOR
including for the purpose of Australian Securities
Exchange Listing Rule 10.14, the participation by Mr.
Michael Francis Ihlein until 25 NOV 2011 in the
Amended Performance Share Plan in the manner as
specified
PROPOSAL #12.: Approve, for all the purposes, ISSUER YES FOR FOR
including for the purpose of Australian Securities
Exchange Listing Rule 10.14, Ms. Mary Elizabeth
Doherty until 25 NOV 2011 in the Amended Performance
Share Plan in the manner as specified
PROPOSAL #S.13: Amend the Brambles Constitution as ISSUER YES FOR FOR
specified
PROPOSAL #14.: Authorize the Brambles to conduct on ISSUER YES FOR FOR
market buy backs of its shares in the 12 month period
following the approval of this resolution, provided
that the total number of shares bought back on
market, during that period does not exceed
138,369,968, being 10% of the total shares on issue
Brambles as at 08 SEP 2008 and the purchase price
under any such on market buy back does not exceed the
maximum set by Australian Securities Exchange
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: L. ANDREOTTI ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: L.B. CAMPBELL ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: J.M. CORNELIUS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: L.J. FREEH ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: L.H. GLIMCHER, ISSUER YES FOR FOR
M.D.
PROPOSAL #1F: ELECTION OF DIRECTOR: M. GROBSTEIN ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: L. JOHANSSON ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: A.J. LACY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: V.L. SATO, PH.D. ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: T.D. WEST, JR. ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: R.S. WILLIAMS, ISSUER YES FOR FOR
M.D.
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
PROPOSAL #03: EXECUTIVE COMPENSATION DISCLOSURE. SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: SIMPLE MAJORITY VOTE. SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: SPECIAL SHAREOWNER MEETINGS. SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: EXECUTIVE COMPENSATION ADVISORY VOTE. SHAREHOLDER YES AGAINST FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AMERICAN TOBACCO (MALAYSIA) BHD
TICKER: N/A CUSIP: Y0971P110
MEETING DATE: 4/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the audited financial ISSUER YES FOR FOR
statements for the FYE 31 DEC 2008 and the reports of
the Directors and the Auditors thereon
PROPOSAL #2.: Approve to sanction the declaration and ISSUER YES FOR FOR
payment of a final dividend
PROPOSAL #3.: Re-elect Mr. Datuk Oh Chong Peng as a ISSUER YES FOR FOR
Director of the Company who retires by rotation, in
accordance with the Articles 97[1] and [2] of the
Company's Articles of the Association
PROPOSAL #4.: Re-elect Mr. Jack Marie Henry David ISSUER YES AGAINST AGAINST
Bowles as a Director of the Company who retires by
rotation, in accordance with the Articles 97[1] and
[2] of the Company's Articles of the Association
PROPOSAL #5.: Re-appoint Dato' Ahmad Johari Bin Tun ISSUER YES FOR FOR
Abdul Razak 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-appoint Mr. William Toh Ah Wah 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.: Re-appoint PricewaterhouseCoopers as ISSUER YES FOR FOR
the Auditors of the Company and authorize the
Directors to fix their remuneration
PROPOSAL #8.: Approve, subject to the provisions of ISSUER YES FOR FOR
the Listing Requirements of Bursa Malaysia Securities
Berhad, to the Company and/or its subsidiaries
[British American Tobacco Malaysia Group] to enter
into and give effect to recurrent transactions of a
revenue or trading nature [Recurrent RPTs] of British
American Tobacco Malaysia Group with Related Parties
[as defined in the Listing Requirements of Bursa
Malaysia Securities Berhad] as specified in paragraph
2.2 of the Circular to Shareholder dated 23 MAR 2009
which are necessary for the British American Tobacco
Malaysia Group's day to day operations, provided
that: [i] the transactions are in the ordinary course
of business and on normal commercial terms which are
not more favorable to the related parties than those
generally available to the public and are not to the
public and are not to the detriment of the minority
shareholders of the Company; and ; [ii] disclosure of
the aggregated conducted during a FY will be made in
the annual report for the said FY; [Authority
expires the earlier of the conclusion of the next AGM
of the Company following the AGM or the expiration
of the period within which the next AGM of the
Company after the forthcoming AGM is required to be
held pursuant to Section 143[1] of the Companies Act
1965 [but shall not extend to such extension as may
be allowed pursuant to Section 143[2] of the
Companies Act, 1965]; and authorize the Directors of
the Company and/or its subsidiaries to complete and
do all such acts and things as they may consider
expedient or necessary in the best interest of the
Company [including executing all such documents as
may be required] to give effect to the transactions
as authorized by this Ordinary Resolutions
PROPOSAL #9.: Re-appoint Mr. Tan Sri Abu Talib bin ISSUER YES FOR FOR
Othman as a Director of the Company, who retires
pursuant to Section 192[2] of the Act, to hold Office
until the conclusion of the next AGM of the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH AMERN TOB PLC
TICKER: N/A CUSIP: G1510J102
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the receipt of the 2008 report ISSUER YES FOR FOR
and accounts
PROPOSAL #2.: Approve the 2008 remuneration report ISSUER YES FOR FOR
PROPOSAL #3.: Declare a final dividend for 2008 ISSUER YES FOR FOR
PROPOSAL #4.: Re-appoint the Auditors ISSUER YES FOR FOR
PROPOSAL #5.: Authorize the Directors to agree the ISSUER YES FOR FOR
Auditors remuneration
PROPOSAL #6.1: Re-appoint Mr. Paul Adams as a Director ISSUER YES FOR FOR
PROPOSAL #6.2: Re-appoint Mr. Jan Du Plessis as a ISSUER YES FOR FOR
Director
PROPOSAL #6.3: Re-appoint Mr. Robert Lerwill as a ISSUER YES FOR FOR
Director
PROPOSAL #6.4: Re-appoint Sir Nicholas Scheele as a ISSUER YES FOR FOR
Director
PROPOSAL #7.: Re-appoint Mr. Gerry Murphy as a ISSUER YES FOR FOR
Director since the last AGM
PROPOSAL #8.: Approve to renew the Directors ISSUER YES FOR FOR
authority to allot shares
PROPOSAL #S.9: Approve to renew the Directors ISSUER YES FOR FOR
authority to disapply pre-emption rights
PROPOSAL #S.10: Authorize the Company to purchase its ISSUER YES FOR FOR
own shares
PROPOSAL #11.: Grant authority to make donations to ISSUER YES FOR FOR
political organizations and to incur political
expenditure
PROPOSAL #S.12: Approve the notice period for general ISSUER YES FOR FOR
meetings
PROPOSAL #S.13: Adopt the new Article of Associations ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BRITISH ENERGY GROUP PLC, LIVINGSTON
TICKER: N/A CUSIP: G1531P152
MEETING DATE: 7/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Annual report ISSUER YES FOR FOR
PROPOSAL #2.: Appoint Mr. Robert Walvis as a Director ISSUER YES FOR FOR
PROPOSAL #3.: Re-appoint Mr. Ian Harley as a Director ISSUER YES FOR FOR
PROPOSAL #4.: Re-appoint Mr. David Pryde as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Re-appoint Mr. Adrian Montague as a ISSUER YES FOR FOR
Director
PROPOSAL #6.: Re-appoint PricewaterhouseCoopers as ISSUER YES FOR FOR
Auditor
PROPOSAL #7.: Authorize the Audit Committee to set ISSUER YES FOR FOR
the fees paid to the Auditor
PROPOSAL #8.: Declare a final dividend ISSUER YES FOR FOR
PROPOSAL #9.: Approve the remuneration Committee ISSUER YES FOR FOR
report
PROPOSAL #s.10: Adopt the New Articles of Association ISSUER YES FOR FOR
of British Energy Group Plc with effect from the end
of the AGM
PROPOSAL #s.11: Authorize the Directors to allot ISSUER YES FOR FOR
shares
PROPOSAL #s.12: Authorize the Directors to disapply ISSUER YES FOR FOR
pre-emption rights
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BT GROUP PLC, LONDON
TICKER: N/A CUSIP: G16612106
MEETING DATE: 7/16/2008 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 final dividend ISSUER YES FOR FOR
PROPOSAL #4.: Re-elect Mr. Hanif Lalani as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Re-elect Mr. Carl Symon as a Director ISSUER YES FOR FOR
PROPOSAL #6.: Elect Sir. Michael Rake as a Director ISSUER YES FOR FOR
PROPOSAL #7.: Elect Mr. Gavin Patterson as a Director ISSUER YES FOR FOR
PROPOSAL #8.: Elect Mr. J. Eric Daniels as a Director ISSUER YES FOR FOR
PROPOSAL #9.: Elect Mr. Rt. Hon Patricia Hewitt MP as ISSUER YES FOR FOR
a Director
PROPOSAL #10.: Re-appoint the Auditors ISSUER YES FOR FOR
PROPOSAL #11.: Approve the remuneration of the ISSUER YES FOR FOR
Auditors
PROPOSAL #12.: Authorize to allot shares ISSUER YES FOR FOR
PROPOSAL #S.13: Authorize to allot shares for cash ISSUER YES FOR FOR
PROPOSAL #S.14: Authorize to purchase own shares ISSUER YES FOR FOR
PROPOSAL #15.: Authorize the political donation ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: Y1002C102
MEETING DATE: 7/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Authorize the Company, subject to the ISSUER YES FOR FOR
approval of all relevant authorities and/or parties,
to enter into and carry out the following
transactions: (I) for the acquisition by CIMB Group
Sdn Bhd [CIMB Group], a wholly-owned subsidiary of
the Company, of 1,997,023,850 Class B ordinary shares
with par value of Indonesian Rupiah [Rp] 100 each in
Bank Lippo [Lippo Class B Shares] representing
approximately 51% of the total issued shares in Bank
Lippo from Santubong Investments B. V. [Santubong], a
wholly-owned subsidiary of Khazanah for a purchase
consideration of approximately Rp 5,929,164 million
or the equivalent of approximately MYR 2,070.96
million upon the terms and conditions of the Share
Sale and Purchase Agreement dated 02 JUN 2008 entered
into between BCHB, CIMB Group, Khazanah and
Santubong [SSPA] [Proposed 51% Lippo Acquisition];
(II) to allot and issue 207,096,186 new ordinary
shares of MYR 1.00 each in the Company [BCHB Shares]
as purchase consideration for the Proposed 51% Lippo
Acquisition for and on behalf of CIMB Group at an
issue price of MYR 10.00 per BCHB Share [Purchase
Consideration] upon the terms and conditions of the
SSPA, the new BCHB Shares to be issued to satisfy the
purchase consideration pursuant to the Proposed 51%
Lippo Acquisition shall upon issuance, rank equally
in all respects with the existing BCHB Shares, save
for any dividends, rights, benefits, entitlements
and/or other distributions the entitlement date of
which precedes the date of issue and allotment of the
new BCHB Shares; (III) upon completion of the
Proposed 51% Lippo Acquisition, for the merger of
Bank Niaga and Bank Lippo resulting in Bank Niaga
being the surviving entity in accordance to the terms
of the agreed merger plan executed between Bank
Niaga and Bank Lippo dated 03 JUN 2008 pursuant to
the requirement arising under the Bank Indonesia (BI)
Regulation No. 8/16/PBI/2006, dated 05 OCT 2006 on
the Single Presence in Indonesian Banks [Proposed
Merger] whereby pursuant to the Proposed Merger, the
shareholders of Bank Lippo will receive approximately
2,822 new Bank Niaga shares [Niaga Shares] to be
issued in exchange for every 1,000 Lippo Shares held
based on the valuations of Lippo Shares of Rp 2,969
for each Lippo Share [Lippo Share Value] and Niaga
Shares of Rp 1,052 for each Niaga Share [Niaga Share
Value] [Shares Exchange]; (IV) in conjunction with
the Proposed Merger and to provide equal opportunity
to all the minority shareholders of Bank Niaga and
Bank Lippo, for CIMB Group to undertake the Proposed
Standby Facility (as hereinafter defined), wherein
all the minority shareholders of Bank Niaga and Bank
Lippo (whether they vote for or against the Proposed
Merger) shall be given the opportunity to sell their
Niaga Shares at the Niaga Share Value and Lippo
Shares at the Lippo Share Value to CIMB Group if they
choose not to participate in the equity of the
enlarged Bank Niaga (Proposed Standby Facility), and
that CIMB Group [after completion of the Proposed 51%
Lippo Acquisition and the Proposed Standby Faci
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: Y1002C102
MEETING DATE: 2/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Authorize the Directors of the Company, ISSUER YES FOR FOR
subject to the approvals being obtained from the
relevant authority and/or parties: i) to issue and
allot Warrants to TPG in such number equal to the
Ringgit Malaysia [RM] equivalent of the nominal value
of up to USD 150,000,000 senior Unsecured Guaranteed
Bonds [Bonds] to be issued by CIMB Bank (L) Limited
to TPG, on the issue date of the Bonds, divided by
the initial exercise price of MYR 10.00, based on the
average spot exchange rate of USD to MYR as
specified MYRFIX1 over 15 consecutive business days
ending on the 3rd business day prior to the date of
issue of the Warrants, subject to the provisions of a
deed poll constituting the Warrants to be executed
by the Company [Deed Poll], the salient terms as
specified; ii) issue and allot from time to time such
appropriate number of new ordinary shares of MYR
1.00 each in the capital of the Company following the
exercise of the Warrants [new BCHB Shares] and that
such new BCHB Shares shall, upon allotment and issue,
rank pari passu in all respects with the then
existing ordinary shares of the Company, save and
except that the new BCHB Shares shall not be entitled
to any dividends, rights, allotments and/or other
distributions, the entitlement date of which is prior
to the allotment of the new BCHB Shares; iii) to
issue and allot such additional Warrants as a result
from any adjustments made under the provisions of the
Deed Poll [Additional Warrants] and to further issue
and allot new BCHB Shares following the exercise of
such additional warrants and that such new BCHB
Shares shall, upon issue and allotment, rank pari
passu in all respects with the then existing ordinary
shares of the Company, save and except that the new
BCHB Shares shall not be entitled to any dividends,
rights, allotments and/or other distributions, the
entitlement date of which is prior to the allotment
of the new BCHB Shares; and iv) to do all such acts
and execute all such documents, deeds or agreements
as may be required to give effect to the proposed
warrants issue with full power to assent to any
conditions, modifications, amendments and variations
as may be imposed/permitted by the relevant
authorities and/or as the Directors may be deem fit
or expedient in the best interest of the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUMIPUTRA-COMMERCE HOLDINGS BHD
TICKER: N/A CUSIP: Y1002C102
MEETING DATE: 5/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the audited financial statements ISSUER YES FOR FOR
for the FYE 31 DEC 2008 and the reports of the
Directors and Auditors thereon
PROPOSAL #2.: Re-elect Tan Sri Dato' Seri Haidar ISSUER YES FOR FOR
Mohamed Nor as a Director who retires in accordance
with Article 76 of the Company's Articles of
Association
PROPOSAL #3.: Re-elect Dato' Hamzah Bakar as a ISSUER YES FOR FOR
Director who retires in accordance with Article 76 of
the Company's Articles of Association
PROPOSAL #4.: Re-elect Dato' Zainal Abidin Putih as a ISSUER YES FOR FOR
Director who retires in accordance with Article 76
of the Company's Articles of Association
PROPOSAL #5.: Approve the payment of Directors' fees ISSUER YES FOR FOR
amounting to MYR 90,000 per Director in respect of
the FYE 31 DEC 2008
PROPOSAL #6.: Re-appoint PricewaterhouseCoopers as ISSUER YES FOR FOR
the Auditors of the Company for the FYE 31 DEC 2009
and authorize the Board of Directors to fix their
remuneration
PROPOSAL #7.: 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
PROPOSAL #8.: Authorize the Directors of the Company, ISSUER YES FOR FOR
subject to the Companies Act, 1965 [as may be
amended, modified or re-enacted from time to time],
the Company's Memorandum and Articles of Association
and the requirements of the Bursa Malaysia Securities
Berhad [Bursa Securities] and approvals of all
relevant governmental and/or regulatory authorities,
to purchase such number of ordinary shares of MYR
1.00 each in the Company [Proposed Share Buy-Back] as
may be determined by the Board of Directors of the
Company from time to time through Bursa Securities
upon such terms and conditions as the Board of
Directors may deem fit and expedient in the interest
of the Company provided that the aggregate number of
ordinary shares purchased and/or held pursuant to
this resolution does not exceed 10% of the total
issued and paid-up share capital of the Company at
any point in time and an amount not exceeding the
total retained profits of approximately MYR 2,080.20
million and/or share premium account of approximately
MYR 6,027.86 million of the Company based on the
Audited financial statements for the FYE 31 DEC 2008
be allocated by the Company for the Proposed Share
Buy-Back and that the ordinary shares of the Company
to be purchased are proposed to be cancelled and/or
retained as treasury shares and subsequently be
cancelled, distributed as dividends or re-sold on
Bursa Securities and authorize the Board of Directors
of the Company, to do all acts and things to give
effect to the Proposed Share Buy-Back and that such
authority shall commence immediately upon passing of
this ordinary resolution; [Authority expires at the
earlier of the conclusion of the next AGM of BCHB in
2010 or within which the next AGM after that date is
required by law to be held] but not so as to
prejudice the completion of purchase(s) by the
Company before the aforesaid expiry date and, in any
event, in accordance with the provisions of the
guidelines issued by Bursa Securities and/or any
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUNGE LIMITED
TICKER: BG CUSIP: G16962105
MEETING DATE: 5/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: OCTAVIO CARABALLO ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: FRANCIS COPPINGER ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: LARRY G. PILLARD ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ALBERTO WEISSER 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, 2009 AND TO AUTHORIZE THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO
DETERMINE THE INDEPENDENT AUDITORS' FEES.
PROPOSAL #03: TO APPROVE THE BUNGE LIMITED 2009 ISSUER YES FOR FOR
EQUITY INCENTIVE PLAN.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BUNZL PLC
TICKER: N/A CUSIP: G16968110
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the consideration of accounts ISSUER YES FOR FOR
PROPOSAL #2.: Declare a final dividend ISSUER YES FOR FOR
PROPOSAL #3.: Re-appoint Mr. A. J. Habgood as a ISSUER YES FOR FOR
Director
PROPOSAL #4.: Re-appoint Mr. B. M. May as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Re-appoint Mr. C. A. Banks as a Director ISSUER YES FOR FOR
PROPOSAL #6.: Re-appoint Mr. P. W. Johnson as a ISSUER YES FOR FOR
Director
PROPOSAL #7.: Re-appoint and remuneration of the ISSUER YES FOR FOR
Auditors
PROPOSAL #8.: Receive the remuneration report ISSUER YES FOR FOR
PROPOSAL #9.: Approve the Scrip Dividend Scheme ISSUER YES FOR FOR
PROPOSAL #10.: Grant authority to allot unissued ISSUER YES FOR FOR
shares
PROPOSAL #S.11: Grant authority to allot shares for ISSUER YES FOR FOR
cash
PROPOSAL #S.12: Authorize the Company to purchase its ISSUER YES FOR FOR
own shares
PROPOSAL #S.13: Approve the notice of general meetings ISSUER YES FOR FOR
PROPOSAL #S.14: Amend the Articles of Association ISSUER YES FOR FOR
PROPOSAL #15.: Approve electronic communications ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: BWIN INTERACTIVE ENTERTAINMENT AG, WIEN
TICKER: N/A CUSIP: A1156L102
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the annual statement of ISSUER NO N/A N/A
accounts for Company and Corporate Group Incl report
of Board of Directors and the Supervisory Board
PROPOSAL #2.: Approve the appropriation of net profits ISSUER NO N/A N/A
PROPOSAL #3.: Approve the activities undertaken by ISSUER NO N/A N/A
the Board of Directors
PROPOSAL #4.: Approve the activities undertaken by ISSUER NO N/A N/A
the Supervisory Board
PROPOSAL #5.: Approve the remuneration for the ISSUER NO N/A N/A
Supervisory Board
PROPOSAL #6.: Elect the Auditor and Group Auditor ISSUER NO N/A N/A
PROPOSAL #7.: Re-elect Dr. Georg Riedl as a ISSUER NO N/A N/A
Supervisory Board
PROPOSAL #8.A: Approve the cancellation of resolution ISSUER NO N/A N/A
on adopted conditional capital of the Company passed
in the meeting held on 21 MAY 08 and new resolution
on conditional capital of the Company to empower the
company to increase the equity capital of the Company
by up to EUR 3,270,000 by issuing up to 3,270,000
common bearer shares for the purpose of Serving Stock
Options of employees, managers or Members of the
Board of Director of the Company or of an affiliated
Company new shares shall be entitled for dividend the
same way as already issued shares Supervisory Board
shall be empowered to decide upon alterations of the
Articles resulting from this issuance
PROPOSAL #8.B: Amend the Articles Paragraph V) 6) ISSUER NO N/A N/A
PROPOSAL #9.: Amend the Articles Paragraph XIX ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLE & WIRELESS PUB LTD CO
TICKER: N/A CUSIP: G17416127
MEETING DATE: 7/18/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Group accounts for the FYE ISSUER YES FOR FOR
31 MAR 2008 and the reports of the Directors and the
Auditor thereon
PROPOSAL #2.: Approve the Director's remuneration ISSUER YES FOR FOR
report for the YE 31 MAR 2008 as contained within the
annual report
PROPOSAL #3.: Declare a final dividend for the YE 31 ISSUER YES FOR FOR
MAR 2008
PROPOSAL #4.: Re-elect Mr. Richard Lapthorne as a ISSUER YES FOR FOR
Director
PROPOSAL #5.: Re-elect Mr. George Battersby as a ISSUER YES FOR FOR
Director
PROPOSAL #6.: Re-elect Ms. Kate Nealon as a Director ISSUER YES FOR FOR
PROPOSAL #7.: Re-elect Mr. Tony Rice as a Director ISSUER YES FOR FOR
PROPOSAL #8.: Re-elect Ms. Agnes Touraine as a ISSUER YES FOR FOR
Director
PROPOSAL #9.: Re-appoint KPMG Audit Plc as the ISSUER YES FOR FOR
Auditor of the Company
PROPOSAL #10.: Authorize the Directors to set the ISSUER YES FOR FOR
Auditor's remuneration
PROPOSAL #11.: Authoirze the Directors to allot ISSUER YES FOR FOR
relevant securities in accordance with Article 10 of
the Article 10 of the Company's Articles of
Association shall apply until 17 OCT 2009, and for
that period the Section 80 amount shall be GBP
207,654,721; all previous authorities under Article
10(B) are revoked, subject to Article 10(D)
PROPOSAL #S.12: Authorize the Directors, to allot ISSUER YES FOR FOR
equity securities for cash in accordance with Article
10 of the Company's Article of Association shall
apply until 17 OCT 2009, and for that period the
Section 89 amount shall be GBP 31,791,031; all
previous authorities under Article 10(C) aare
revoked, subject to Article 10(D)
PROPOSAL #13.: Authorize the Directors to exercise ISSUER YES FOR FOR
the power contained in Article 132 of the Articles of
Association of the Company to extent determined by
the Directors, the holders of ordinary shares be
permitted to elect to receive new ordinary shares in
the capital of the Company credited as fully paid,
instead of all or part of any dividend decalred or
paid on ordinary shares of the Company (b) to
capitalise the appropriate nominal amount of
additional ordinary shares falling to be allotted
pursuant to elections made as aforesaid out of the
amount standing to the credit of the reserves of the
Company, to apply such sum in paying up such ordinary
shares and to allot such ordinary shares to memebers
of the Company validly making such election
[Authority expires at the date of passing of this
resolution or earlier of 17 JUL 2013 and the AGM in
PROPOSAL #S.14: Amend the Articles of Association of ISSUER YES FOR FOR
the Company in substitution for and to the exclusion
of the existing Articles of Association produced to
the meeting initialled by the Chairman of the meeting
for the purpose of identification
PROPOSAL #S.15: Authorize the Company, to make market ISSUER YES FOR FOR
purchases [Section 163(3) of the Companies Act 1985]
of up to 249 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 [EC No. 2273/2003];
[Authority expires the earlier of the conclusion of
the AGM of the Company in 2009 or 17 OCT 2009]; 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 #16.: Authorize the Company and all Company ISSUER YES FOR FOR
which is or becomes a subsidiary of the Company
during the period to which this resolution, in
accordance to make a) political donations to
political parties or independent election candidates
not exceeding GBP 100,000 in total b) political
donations to political organization other than
political parties not exceeding GBP 100,000 in total
and c) to incur political expenditure not exceeding
GBP 100,000 in total; [Authority expires at the date
of passing of this resolution or earlier of 17 JUL
2012 and the AGM in 2012] and referred to in
resolution (a), (b), (c) may be comprised of one or
more amounts in different currencies shall be
converted into pounds sterling at the exchange rate
published in the London edition of the financial
times on the day on which relevant donations is made
or expenditure incurred or, if earlier, on the day on
which the Company enters into any contract or
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CABLEVISION SYSTEMS CORPORATION
TICKER: CVC CUSIP: 12686C109
MEETING DATE: 5/21/2009 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 2009.
PROPOSAL #03: APPROVAL OF CABLEVISION SYSTEMS ISSUER YES FOR FOR
CORPORATION AMENDED 2006 EMPLOYEE STOCK PLAN.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAIRN ENERGY PLC
TICKER: N/A CUSIP: G17528236
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report and accounts for the ISSUER YES FOR FOR
YE 31 DEC 2008
PROPOSAL #2.: Approve the Directors remuneration ISSUER YES FOR FOR
report contained in reports and accounts
PROPOSAL #3.: Re-appoint Ernst and Young LLP as the ISSUER YES FOR FOR
Auditors and authorize the Directors to fix their
remuneration
PROPOSAL #4.: Appoint Mr. Lain McLaren as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Appoint Dr. James Buckee as a Director ISSUER YES FOR FOR
PROPOSAL #6.: Re-elect Mr. Todd Hunt as a Director ISSUER YES FOR FOR
PROPOSAL #7.: Re-elect Dr. Mike Watts as a Director ISSUER YES FOR FOR
PROPOSAL #8.: Re-elect Mr. Phil Tracy as a Director ISSUER YES FOR FOR
PROPOSAL #9.: Re-elect Mr. Hamish Grossart as a ISSUER YES FOR FOR
Director
PROPOSAL #10.: Authorize the Company to allot ISSUER YES FOR FOR
relevant securities pursuant to Section 80 of the
Companies Act 1985
PROPOSAL #S.11: Authorize the Company to allot equity ISSUER YES FOR FOR
securities or sell treasury shares pursuant to
Section 95 of the Companies Act 1985
PROPOSAL #S.12: Authorize the Company to make market ISSUER YES FOR FOR
purchases of the ordinary share capital of the Company
PROPOSAL #S.13: Authorize the Company to hold EGM on ISSUER YES FOR FOR
14 clear days notice
PROPOSAL #14.: Adopt the Cairn Energy PLC Long Term ISSUER YES FOR FOR
Incentive Plan 2009
PROPOSAL #15.: Adopt the Cairn Energy PLC approved ISSUER YES FOR FOR
Share Option Plan 2009
PROPOSAL #16.: Adopt the Cairn Energy PLC unapproved ISSUER YES FOR FOR
Share Option Plan 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAL-MAINE FOODS, INC.
TICKER: CALM CUSIP: 128030202
MEETING DATE: 10/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRED R. ADAMS, JR. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: RICHARD K. LOOPER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ADOLPHUS B. BAKER ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: TIMOTHY A. DAWSON ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: R. FASER TRIPLETT, M.D. ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: LETITIA C. HUGHES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES E. POOLE ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT OF THE CERTIFICATE OF ISSUER YES AGAINST AGAINST
INCORPORATION TO PROVIDE FOR EQUAL DIVIDENDS ON A PER
SHARE BASIS FOR COMMON STOCK AND CLASS A COMMON
PROPOSAL #03: ADOPTION OF THE RESOLUTION PROPOSED BY SHAREHOLDER YES ABSTAIN AGAINST
THE HUMANE SOCIETY OF THE UNITED STATES.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CALTEX AUSTRALIA LTD
TICKER: N/A CUSIP: Q19884107
MEETING DATE: 4/23/2009 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 meeting
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 prior to the meeting and will invite questions
and comment from shareholders regarding on these key
issues
PROPOSAL #4.: The financial report, the Directors' ISSUER NO N/A N/A
report and the Auditor's report for Caltex Australia
Limited [and the Caltex Australia Group] for the YE
31 DEC 2008 will be laid before the meeting
PROPOSAL #5.: Adopt the remuneration report [which ISSUER YES FOR FOR
forms part of the Directors' report] for Caltex
Australia Limited [and the Caltex Australia Group]
for the YE 31 DEC 2008
PROPOSAL #6.A: Re-elect Ms. Elizabeth Bryan as a ISSUER YES FOR FOR
Director, in accordance with, and on the terms as
specified in the Company's Constitution
PROPOSAL #6.B: Re-elect Mr. Trevor Bourne as a ISSUER YES FOR FOR
Director, in accordance with, and on the terms as
specified in the Company's Constitution
PROPOSAL #6.C: Re-elect Ms. Colleen Jones-Cervantes ISSUER YES FOR FOR
as a Director, in accordance with, and on the terms
as specified in the Company's Constitution
PROPOSAL #7.: Questions and Comments ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANADIAN IMPERIAL BANK OF COMMERCE CIBC, TORONTO O
TICKER: N/A CUSIP: 136069101
MEETING DATE: 2/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Appoint Ernst & Young LLP as the ISSUER YES FOR FOR
Auditors
PROPOSAL #2.1: Elect Mr. B. S. Belzberg as a Director ISSUER YES FOR FOR
PROPOSAL #2.2: Elect Ms. J. H. Bennett as a Director ISSUER YES FOR FOR
PROPOSAL #2.3: Elect Mr. G. F. Colter as a Director ISSUER YES FOR FOR
PROPOSAL #2.4: Elect Mr. L. Desjardins as a Director ISSUER YES FOR FOR
PROPOSAL #2.5: Elect Mr. W. L. Duke as a Director ISSUER YES FOR FOR
PROPOSAL #2.6: Elect Mr. G. D. Giffin as a Director ISSUER YES FOR FOR
PROPOSAL #2.7: Elect Ms. L. S. Hasenfratz as a ISSUER YES FOR FOR
Director
PROPOSAL #2.8: Elect Mr. N. D. Le Pan as a Director ISSUER YES FOR FOR
PROPOSAL #2.9: Elect Mr. J. P. Manley as a Director ISSUER YES FOR FOR
PROPOSAL #2.10: Elect Mr. G. T. McCaughey as a ISSUER YES FOR FOR
Director
PROPOSAL #2.11: Elect Ms. J. L. Peverett as a Director ISSUER YES FOR FOR
PROPOSAL #2.12: Elect Ms. L. Rahl as a Director ISSUER YES FOR FOR
PROPOSAL #2.13: Elect Mr. C. Sirois as a Director ISSUER YES FOR FOR
PROPOSAL #2.14: Elect Mr. S. G. Snyder as a Director ISSUER YES FOR FOR
PROPOSAL #2.15: Elect Mr. R. J. Steacy as a Director ISSUER YES FOR FOR
PROPOSAL #2.16: Elect Mr. R. W. Tysoe as a Director ISSUER YES FOR FOR
PROPOSAL #3.A: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES FOR AGAINST
SHAREHOLDER PROPOSAL: adopt a governance rule
stipulating that the executive compensation policy be
subject to an advisory shareholder vote
PROPOSAL #3.B: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: adopt a policy stipulating that
50% of new nominees for the Board of Directors must
be women until parity between men and women is
PROPOSAL #3.C: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: adopt a governance rule
limiting to 4 the number of Boards on which any of
its Directors may sit
PROPOSAL #3.D: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES FOR AGAINST
SHAREHOLDER PROPOSAL: adopt a policy that Canadian
Imperial Bank of Commerce's shareholders be given the
opportunity at each annual meeting of shareholders
to vote on an advisory resolution, to be proposed by
Canadian Imperial Bank of Commerce's Management; and
ratify the report of the Management Resources and
Compensation Committee set forth in the proxy
statement, the shareholders should ensure that
shareholders understand that the vote is non-binding
and would not affect any compensation paid or awarded
to any Named Executive Officer
PROPOSAL #3.E: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: approve to undertake a
comprehensive review of executive compensation to
ensure that incentives do not encourage extreme
risks, and that bonuses are paid out only when long-
term performance has been proven to be sound and
sustainable, this review should lead to new policies
to place before the shareholders for approval in 1
year's time
PROPOSAL #3.F: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: approve to undertake the
comprehensive review with respect to short-selling,
if warranted, the Board shall bring forward a policy
for consideration by the shareholders, and, if
necessary, for submission to the legislators and
PROPOSAL #3.G: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: approve to review its policies
on Director recruitment, especially with regard to
the number of current and former Chief Executive
Officers of other corporations who are nominated
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CANON INC.
TICKER: N/A CUSIP: J05124144
MEETING DATE: 3/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR FOR
PROPOSAL #2: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions, Approve Minor Revisions Related to the
Updated Laws and Regulaions
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 Provision of Retirement ISSUER YES FOR FOR
Allowance for Corporate Auditors
PROPOSAL #5: Approve Payment of Bonuses to Corporate ISSUER YES FOR FOR
Officers
PROPOSAL #6: Allow Board to Authorize Use of Stock ISSUER YES FOR FOR
Options, and Authorize Use of Stock Options
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CAPITA GROUP
TICKER: N/A CUSIP: G1846J115
MEETING DATE: 5/6/2009 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
PROPOSAL #2.: Receive and approve the Directors' ISSUER YES FOR FOR
remuneration report
PROPOSAL #3.: Declare a final dividend of 9.6p per ISSUER YES FOR FOR
ordinary share of the Company
PROPOSAL #4.: Re-elect Mr. Eric Walters as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #5.: Re-elect Mr. Gordon Hurst as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #6.: Elect Ms. Maggi Bell as a Director ISSUER YES AGAINST AGAINST
PROPOSAL #7.: Re-appoint Ernst and 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 the Ernst and Young LLP
PROPOSAL #9.: Authorize the Directors to allot shares ISSUER YES FOR FOR
pursuant to Section 80(1) of the Companies Act 1985
PROPOSAL #S.10: Approve to disapply statutory pre- ISSUER YES FOR FOR
emption rights pursuant to Section 95 of the
Companies Act 1985
PROPOSAL #S.11: Approve to renew the Company's ISSUER YES FOR FOR
authority to make market purchases of its own
ordinary shares
PROPOSAL #S.12: Amend the Articles of Association of ISSUER YES FOR FOR
the Company
PROPOSAL #S.13: Approve the notice for the general ISSUER YES FOR FOR
meetings be not less than 14 clear days
PROPOSAL #S.14: Approve the change of the Company ISSUER YES FOR FOR
name to Capita Plc
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARDINAL HEALTH, INC.
TICKER: CAH CUSIP: 14149Y108
MEETING DATE: 6/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSAL TO APPROVE A PROPOSED STOCK ISSUER YES FOR FOR
OPTION EXCHANGE PROGRAM UNDER WHICH ELIGIBLE CARDINAL
HEALTH EMPLOYEES WOULD BE ABLE TO EXCHANGE CERTAIN
OPTIONS FOR A LESSER NUMBER OF NEW OPTIONS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARLSBERG AS
TICKER: N/A CUSIP: K36628137
MEETING DATE: 3/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report on the activities of ISSUER YES FOR FOR
the Company in the past year
PROPOSAL #2.: Approve the audited annual report and ISSUER YES FOR FOR
grant discharge to the Board of Directors and the
Executive Board from their obligations
PROPOSAL #3.: Approve the distribution of the profit ISSUER YES FOR FOR
for the year, including declaration of the dividends
PROPOSAL #4.: Authorize the Board of Directors of ISSUER YES FOR FOR
Carlsberg A/S, with reference to Section 48 of the
Danish Public Companies Act, to acquire treasury
shares at a nominal value of up to 10% of the nominal
share capital at the price quoted on the Copenhagen
Stock Exchange at the time of acquisition with a
deviation of up to 10%; [Authority expires at the end
of next AGM]
PROPOSAL #5.A: Authorize the Board of Directors, in ISSUER YES AGAINST AGAINST
the Articles 9[1], Articles 13[1], Articles 13[4], to
increase the share capital of the Company by total
up to DKK 10,000,000 B-shares to be offered to the
employees of the Company; approve, to issue
convertible bonds to a maximum amount of DKK
639,000,000, and to raise loans by up to a maximum
amount of DKK 200,000,000 against bonds or other
instruments of debt with a right to interest, the
size of which is entirely or partly related to the
dividend paid by the Company as specified
PROPOSAL #5.B: Amend the Articles 11[3] of the ISSUER YES FOR FOR
Articles of Association as specified
PROPOSAL #6.: Approve, pursuant to the Article 27[3- ISSUER YES AGAINST AGAINST
4] of the Articles of Association, Managing Director
Mr. Jens Bigum retires from the Board of Directors
and according to the Article 27[3] of the Articles of
Association, Professor, D. Pharm. Povl Krogsgaard-
Larsen and Professor, D. Econ, Niels Kaergard and
Henning B. Dyremose who will retire from the Board of
Directors by rotation, Henning Dyremose stands down;
re-elect Povl Krogsgaard-Larsen and Niels Kaergard
and Richard Burrows and Kees van der Graaf be elected
as new members of the Board of Directors
PROPOSAL #7.: Appoint the KPMG Statsautoriseret ISSUER YES FOR FOR
Revisionspartnerselskab as state-authorized Public
accountant to audit the accounts for the current year
PROPOSAL #8.: Authorize the Board of Directors to ISSUER YES FOR FOR
carry out any such changes and amendments in the
material approved, in the Articles of Association and
in other relations which the Danish Commerce and
Companies Agency may require in order to register the
material approved at the AGM
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ISSUER: CARLSBERG BREWERY MALAYSIA BERHAD
TICKER: N/A CUSIP: Y11220103
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and adopt the audited accounts ISSUER YES FOR FOR
for the FYE 31 DEC 2008 together with the Director's
and the Auditor's reports thereon
PROPOSAL #2.: Approve the payment of a final dividend ISSUER YES FOR FOR
of 7.5 sen per 50 sen share less Malaysian income
tax for the FYE 31 DEC 2008
PROPOSAL #3.: Re-elect Dato' Lim Say Chong as a ISSUER YES FOR FOR
Director, who retire pursuant to Article 92(a) of the
Articles of Association of the Company
PROPOSAL #4.: Re-elect Dato' Chin Voon Loong 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. Jorn Peter Jensen 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. Graham James Fewkes as a ISSUER YES FOR FOR
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 321,000.00 for the YE 31 DEC 2008
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 the approvals of the relevant
government/ regulatory authorities, and pursuant to
Section 132D of the Companies Act, 1965, to issue
shares and allot 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 1 FY does not exceed 10% of the
issued capital of the Company for the time being, and
to obtain the approval for the listing of and
quotation for the additional shares so issued on the
Bursa Malaysia Securities Berhad [Bursa Securities];
[Authority expires at the conclusion of the next AGM
of the Company]
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
utilize not more than MYR 256.2 million being the
combined total of the audited distributable retained
earnings and share premium reserves of the Company as
at 31 DEC 2008 which stood at MYR 248.8 million and
MYR 7.4 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 of the Company,
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 [the treasury shares]; 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; [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]; 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 [Central Depositories] Act, 1991,
and entering into all other agreements, arrangements
and guarantees with any party or parties to
implement, finalize and give full effect to the
aforesaid purchase with full powers to assent to any
conditions, modifications, revaluations, variations
and/or amendments [if any] as may be imposed by the
relevant authorities from time to time and to do all
such acts and things as the said Directors may deem
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 01 APR 2009 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; [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 subsequent to the date it is required to
be held pursuant to Section 143(1) of the Malaysian
Companies Act, 1965 [the Act] [but shall not extend
to such extension as may be allowed pursuant to
Section 143(2) of the Act]]; and authorize the
Directors and/or any of them to complete and do all
such acts and things [including executing such
documents as may be required] to give effect to the
transactions contemplated and/or authorized by this
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARREFOUR SA
TICKER: N/A CUSIP: F13923119
MEETING DATE: 7/28/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Ratify the appointment of Mr. Bernard ISSUER YES FOR FOR
Arnault as a Member of the Supervisory Board, to
replace Mr. Robert Halley, for the remainder of Mr.
Robert Halley's term of office
PROPOSAL #E.2: Approve to decides that the Company, ISSUER YES FOR FOR
instead of being ruled by an Executive Committee and
a Supervisory Board, shall be rule d by a Board of
Director and a General Manager, it notes that the
present resolution cancels the terms of office of the
Members of the Executive Committee and of the
Supervisory Board
PROPOSAL #E.3: Approve to cancel the drawing from a ISSUER YES FOR FOR
distributable profit of the required sum to be paid
to the shareholders, as first dividend, i.e a 6 %
interest on the amount released and not refunded
their shares
PROPOSAL #E.4: Approve to overhaul the Articles of ISSUER YES FOR FOR
the Bylaws in order to adapt them to the legal
provisions in force
PROPOSAL #E.5: Adopt the Resolutions 2, 3 and 4, and ISSUER YES AGAINST AGAINST
approve to transfer to the Board of Directors the
authorization previously granted to the Executive
Committee by the extraordinary shareholders' meetings
of 15 APR 2008 [Resolutions 12, 13, 14] and 30 APR
2007 [Resolution 10]
PROPOSAL #O.6: Adopt the Resolutions 2, 3 and 4, and ISSUER YES AGAINST AGAINST
approve to transfer to the Board of Directors the
authorization previously granted to the Executive
Committee by the ordinary shareholders' meeting of 15
APR 2008 in its Resolution 11
PROPOSAL #O.7: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Rene Abate as a Director
PROPOSAL #O.8: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Bernard Arnault as a Director
PROPOSAL #O.9: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Sebastien Bazin as a Director
PROPOSAL #O.10: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Nicolas Bazire as a Director
PROPOSAL #O.11: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Jean Laurent Bonnafe as a Director
PROPOSAL #O.12: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Thierry Breton as a Director
PROPOSAL #O.13: Adopt the Resolutions 2, 3 and 4, ISSUER YES FOR FOR
appoint Mr. Rene Brillet as a Director
PROPOSAL #O.14: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Charles Edelstenne as a Director
PROPOSAL #O.15: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Jean Martin Folz as a Director
PROPOSAL #O.16: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Jose Luis Leal Maldonado as a Director
PROPOSAL #O.17: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint Mr. Amauryde Seze as a Dirrector
PROPOSAL #O.18: Adopt the Rresolutions 2, 3 and 4, ISSUER YES FOR FOR
and appoint Mrs. Anne Claire Taittinger as a Director
PROPOSAL #O.19: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
appoint the Members of the Board of Directors for a
3 year period
PROPOSAL #O.20: Adopt the Resolutions 2, 3 and 4, and ISSUER YES FOR FOR
approve to award total annual fees of EUR 900,000.00
to the Board of Directors
PROPOSAL #O.21: Grants full powers to the bearer of ISSUER YES FOR FOR
an 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: CARREFOUR SA, PARIS
TICKER: N/A CUSIP: F13923119
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the financial statements and ISSUER YES FOR FOR
discharge Directors
PROPOSAL #O.2: Approve to accept the consolidated ISSUER YES FOR FOR
financial statements and statutory reports
PROPOSAL #O.3: Approve the transaction with Mr. Jose ISSUER YES FOR FOR
Luis Duran regarding severance payments
PROPOSAL #O.4: Approve the transaction with Mr. Lars ISSUER YES FOR FOR
Olofsson regarding severance payments
PROPOSAL #O.5: Approve the treatment of losses and ISSUER YES FOR FOR
dividends of EUR 1.08 per share
PROPOSAL #O.6: Elect Mr. Lars Olofsson as a Director ISSUER YES FOR FOR
PROPOSAL #O.7: Re-elect Mr. Rene Abate as a Director ISSUER YES FOR FOR
PROPOSAL #O.8: Re-elect Mr. Nicolas Bazire as a ISSUER YES FOR FOR
Director
PROPOSAL #O.9: Re-elect Mr. Jean Martin Folz as a ISSUER YES FOR FOR
Director
PROPOSAL #O.10: Re-appoint Deloitte and Associes as ISSUER YES AGAINST AGAINST
the Auditor and Beas as Alternate Auditor
PROPOSAL #O.11: Re-appoint KPMG as the Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #O.12: Ratify Mr. Bernard Perod as the ISSUER YES AGAINST AGAINST
Alternate Auditor
PROPOSAL #O.13: Grant authority for the repurchase of ISSUER YES AGAINST AGAINST
up to 10% of issued capital
PROPOSAL #E.14: Approve the reduction in share ISSUER YES FOR FOR
capital via cancellation of repurchased shares
PROPOSAL #E.15: Grant authority for the issuance of ISSUER YES FOR FOR
equity or equity linked securities with preemptive
rights up to aggregate nominal amount of EUR 500
million
PROPOSAL #E.16: Grant authority for the issuance of ISSUER YES FOR FOR
equity or equity linked securities without preemptive
rights up to an aggregate nominal amount of EUR 350
million
PROPOSAL #E.17: Authorize the Board to increase ISSUER YES AGAINST AGAINST
capital in the event of additional demand related to
delegation submitted to shareholder vote above
PROPOSAL #E.18: Grant authority for the ISSUER YES FOR FOR
capitalization of reserves of up to EUR 500 million
for bonus issue or increase in par value
PROPOSAL #E.19: Grant authority for the issued ISSUER YES AGAINST AGAINST
capital up to 3% for use in Stock Option Plan
PROPOSAL #E.20: Grant authority for the issued ISSUER YES AGAINST AGAINST
capital up to 0.2% for use in restricted Stock Plan
PROPOSAL #E.21: Approve Employee Stock Purchase Plan ISSUER YES FOR FOR
PROPOSAL #E.22: Approve Employee Stock Purchase Plan ISSUER YES FOR FOR
for international employees
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CARTER'S INC.
TICKER: CRI CUSIP: 146229109
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN R. WELCH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. WHIDDON ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
2003 EQUITY INCENTIVE PLAN.
PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CASEY'S GENERAL STORES, INC.
TICKER: CASY CUSIP: 147528103
MEETING DATE: 9/19/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: RONALD M. LAMB ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. MYERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DIANE C. BRIDGEWATER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHNNY DANOS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PATRICIA CLARE SULLIVAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KENNETH H. HAYNIE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. KIMBALL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY M. LAMBERTI ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL
YEAR 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CATALYST PAPER CORPORATION
TICKER: N/A CUSIP: 14888T104
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Thomas S. Chambers as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.2: Elect Mr. Gary Collins as a Director ISSUER YES FOR FOR
for the ensuing year
PROPOSAL #1.3: Elect Mr. Michel Desbiens as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.4: Elect Mr. William F. Dickson as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.5: Elect Mr. Benjamin C. Duster, IV as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.6: Elect Mr. Richard Garneau as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.7: Elect Mr. Denis Jean as a Director for ISSUER YES FOR FOR
the ensuing year
PROPOSAL #1.8: Elect Mr. Jeffrey G. Marshall as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #1.9: Elect Mr. Amit B. Wadhwaney as a ISSUER YES FOR FOR
Director for the ensuing year
PROPOSAL #2.: Re-appoint KPMG LLP, Chartered ISSUER YES FOR FOR
Accountants, as the Auditors of the Corporation for
the ensuing year
PROPOSAL #3.: Amend the Corporation's Restricted ISSUER YES FOR FOR
Share Unit Plan to increase the maximum number of
common shares of the Corporation that may be reserved
for issuance under the plan from 3,000,000 to
7,000,000 and amend the text of the plan as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CB RICHARD ELLIS GROUP, INC.
TICKER: CBG CUSIP: 12497T101
MEETING DATE: 6/2/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: RICHARD C. BLUM ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: PATRICE M. DANIELS ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: CURTIS F. FEENY ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: BRADFORD M. ISSUER YES FOR FOR
FREEMAN
PROPOSAL #1E: ELECTION OF DIRECTOR: MICHAEL KANTOR ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: FREDERIC V. MALEK ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: JANE J. SU ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: BRETT WHITE ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: GARY L. WILSON ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: RAY WIRTA ISSUER YES FOR FOR
PROPOSAL #2: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #3: APPROVAL OF THE OPTION EXCHANGE PROGRAM ISSUER YES FOR FOR
PROPOSAL #4: APPROVAL OF THE INCREASE IN AUTHORIZED ISSUER YES FOR FOR
SHARES
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CBS CORPORATION
TICKER: CBSA CUSIP: 124857103
MEETING DATE: 6/9/2009 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 2009.
PROPOSAL #03: A PROPOSAL TO APPROVE THE COMPANY'S ISSUER YES FOR FOR
2009 LONG-TERM INCENTIVE PLAN.
PROPOSAL #04: A PROPOSAL TO APPROVE AMENDMENTS TO THE ISSUER YES FOR FOR
COMPANY'S 2000 STOCK OPTION PLAN FOR OUTSIDE
PROPOSAL #05: A PROPOSAL TO APPROVE AMENDMENTS TO THE ISSUER YES FOR FOR
COMPANY'S 2005 RSU PLAN FOR OUTSIDE DIRECTORS.
PROPOSAL #06: A STOCKHOLDER PROPOSAL. SHAREHOLDER YES ABSTAIN AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CC MEDIA HOLDINGS INC
TICKER: CCMO CUSIP: 12502P102
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: DAVID C. ABRAMS ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: STEVEN W. BARNES ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: RICHARD J. ISSUER YES FOR FOR
BRESSLER
PROPOSAL #1D: ELECTION OF DIRECTOR: CHARLES A. BRIZIUS ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: JOHN P. ISSUER YES FOR FOR
CONNAUGHTON
PROPOSAL #1F: ELECTION OF DIRECTOR: BLAIR E. HENDRIX ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: JONATHON S. ISSUER YES FOR FOR
JACOBSON
PROPOSAL #1H: ELECTION OF DIRECTOR: IAN K. LORING ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: MARK P. MAYS ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: RANDALL T. MAYS ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: SCOTT M. SPERLING ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: KENT R. WELDON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS THE INDEPENDENT AUDITOR FOR THE YEAR
ENDING DECEMBER 31, 2009.
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ISSUER: CELESIO AG, STUTTGART
TICKER: N/A CUSIP: D1497R112
MEETING DATE: 5/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisor board, the group financial
statements, the group annual report, and the reports
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
distribute profit of EUR 81,648,000 as follows:
payment of a dividend of EUR 0.48 per no-par share
ex-div. and payable date: 11 MAY 2009
PROPOSAL #3.: Ratify the Acts of the Board of ISSUER YES FOR FOR
Managing Directors
PROPOSAL #4.: Ratify the acts of the Supervisor Board ISSUER YES FOR FOR
PROPOSAL #5.: Appoint the Auditors for the 2009 FY: ISSUER YES FOR FOR
Ernst + Young AG, Stuttgart
PROPOSAL #6.: Authorize 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 7 NOV 2010;
the Board of Managing Directors shall be authorized
to sell the shares on the stock exchange or to offer
them to all shareholders, to use the shares for
acquisition purposes, to retire the shares, 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, and to use the shares for
satisfying option or conversion rights
PROPOSAL #7.: Resolution on the creation of authorize ISSUER YES AGAINST AGAINST
the capital and the correspondent amendment to the
Articles of Association; the Board of Managing
Directors shall be authorized, with the consent of
the supervisor board, to increase the share capital
by up to EUR 65,318,400 through the issue of new
registered no-par shares against contributions in
cash and/or kind, on or before 30 APR 2014
[authorized capital 2009] shareholders shall be
granted subscription rights for a capital increase
against payment in cash nevertheless, shareholders'
subscription rights may be excluded for residual
amounts, for the granting of such rights to
bondholders, for a capital increase of up to 10% of
the share capital if the shares are issued at a price
not materially below their market price, and for a
capital increase against payment in kind
PROPOSAL #8.: Resolution o the authorization to issue ISSUER YES AGAINST AGAINST
convertible and/or warrant bonds the creation of
contingent capital, and the correspondent amendment
to the Articles of Association the existing
authorization to issue convent and/or warrant bonds
conferring convent and/or option rights for shares of
the company shall be revoked the board of Managing
Directors shall be authorized, with the consent of
the supervisor board, to issue bearer bonds of up to
EUR 500,000,000, conferring convent and/or option
rights for shares of the Company, on or before 07 MAY
2014 shareholders shall be granted subscription
rights except for residual amounts, for the is-sue of
bonds to holders of option and/or conversion rights
for shares of the company, and for the issue of bonds
conferring convent and/or option rights for shares
of the company of up to 10% of the share capital at a
price not materially below their theatrical market
value the Company's share capital shall be increased
accordingly by up to EUR 21,772,800 through the issue
of up to 17,010,000 new registered no-par shares,
insofar as convenes and/or option rights are
exercised [contingent capital 2009]
PROPOSAL #9.: Elect Mr. W.M. Henning Rehder to the ISSUER YES FOR FOR
Supervisory Board
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ISSUER: CENTRAIS ELETRICAS BRASILEIRAS SA-ELETROBRAS, BRAS
TICKER: N/A CUSIP: P22854106
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: To examine, discuss and vote upon the ISSUER NO N/A N/A
Board of Directors annual report, the financial
statements and Finance Committee report relating to
FYE 31 DEC 2008
PROPOSAL #2.: To approve the proposal for the capital ISSUER NO N/A N/A
budget for the year 2009
PROPOSAL #3.: Destination of the year-end results and ISSUER NO N/A N/A
to distribute dividends
PROPOSAL #4.: Elect the Members of the Board of ISSUER YES AGAINST AGAINST
Directors; [Under the terms of the applicable
legislation, cumulative voting can be adopted for
this item]
PROPOSAL #5.: Elect the Members of the Finance ISSUER YES AGAINST AGAINST
Committee and respective Substitutes
PROPOSAL #6.: To set the global remuneration of the ISSUER NO N/A N/A
Board of Directors, Finance Committee and the
Executive Directors
PROPOSAL #7.: To decide on the newspapers in which ISSUER NO N/A N/A
Company financial statements will be published
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CENTRICA PLC, WINDSOR BERKSHIRE
TICKER: N/A CUSIP: G2018Z143
MEETING DATE: 5/11/2009 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 2008
PROPOSAL #2.: Approve the remuneration report for the ISSUER YES FOR FOR
YE 31 DEC 2008
PROPOSAL #3.: Declare a final dividend of 8.73 pence ISSUER YES FOR FOR
per ordinary share be paid on 10 JUN 2009 to
shareholders on the register of the Members at the
close of business on 24 APR 2009
PROPOSAL #4.: Re-appoint Mr. Mark Hanafin as a ISSUER YES FOR FOR
Director of the Company
PROPOSAL #5.: Re-appoint Mr. Sam Laidlaw as a ISSUER YES ABSTAIN AGAINST
Director of the Company
PROPOSAL #6.: Re-appoint Mr. Andrew Mackenzie as a ISSUER YES FOR FOR
Non-Executive Director of the Company
PROPOSAL #7.: Re-appoint Ms. Helen Alexander as a ISSUER YES FOR FOR
Non-Executive Director of the Company
PROPOSAL #8.: Re-appoint PricewaterhouseCoopers LLP ISSUER YES FOR FOR
as the Auditors of the Company, until the conclusion
of the next general meeting at which accounts are laid
PROPOSAL #9.: Authorize the Directors to determine ISSUER YES FOR FOR
the Auditors' remuneration
PROPOSAL #10.: Authorize the Company and any Company ISSUER YES FOR FOR
which is, or becomes, a subsidiary of the Company, in
accordance with the Section 366 of the Companies Act
2006, to make donations to political parties or
independent election candidates, as specified in
Section 363 and 364 of the Companies Act 2006, not
exceeding GBP 80,000 in total; and to make donations
to political organization other than political
parties, as specified in Section 363 and 364 of the
Companies Act 2006, not exceeding GBP 80,000 in
total; and to incur political expenditure, as
specified in Section 365 of the Companies Act 2006,
not exceeding GBP 80,000 in total; and [Authority
expire the earlier of the Company's AGM to be held in
PROPOSAL #11.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company to GBP 555,655,555
divided into 9,000,000,000 ordinary shares of 6 14/81
pence each and 100,000 cumulative redeemable
preference shares of GBP 1 each by the creation of
2,000,000,000 additional ordinary shares of 6 14/81
pence each forming a single class with the existing
ordinary shares of 6 14/81 pence each in the Company
PROPOSAL #12.: Authorize the Directors, to allot ISSUER YES FOR FOR
relevant securities [as defined in the Companies Act
1985], up to a nominal amount of GBP 105,092,036, and
comprising equity securities [as defined in the
Companies Act 1985] up to a nominal amount of GBP
210,184,073 [after deducting from such limit any
relevant securities allotted under this resolution in
connection with an offer by way of a rights issue to
ordinary shareholders in proportion [as nearly as
may be practicable] to their existing holdings and so
that the Directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with
treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or
under the laws of, any territory or any other matter
but, in each case; [Authority expire the earlier of
the next AGM or 30 JUN 2010]]; 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.13: Authorize the Directors, subject to ISSUER YES FOR FOR
the passing of Resolution 12 as specified, to allot
equity securities [as defined in the Companies Act
1985] for cash under the authority given by that
Resolution and/or where the allotment constitutes an
allotment of equity securities by virtue of section
94(3A) of the Companies Act 1985, as if section 89(1)
of the Companies Act1985 provided that this power is
limited to the allotment of equity securities: a) in
connection with a rights issue in favor of ordinary
shareholders; b) up to an aggregate nominal amount of
GBP 15,765,382; and [Authority expire the earlier of
the next AGM or 30 JUN 2010]]; 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: Authorize the Company, pursuant to ISSUER YES FOR FOR
the Articles of Association of the Company, to make
market purchases [Section 163(3) of the Companies Act
1985] of up to 510,798,378 ordinary shares of 6
14/81 pence each in the Company [ordinary shares], at
a minimum price of 6 14/81 pence and 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; [Authority
expires the earlier of the conclusion of the 2010 AGM
of the Company or 30 JUN 2010]; 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.15: Approve that a general meeting other ISSUER YES FOR FOR
than an AGM to be called on not less than 14 clear
day's notice
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ISSUER: CENTRICA PLC, WINDSOR BERKSHIRE
TICKER: N/A CUSIP: G2018Z143
MEETING DATE: 6/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve that the transaction, on the ISSUER YES FOR FOR
terms specified in the Transaction Agreements [as
specified], and authorize the Directors of the
Company [or a Committee of the Directors] to waive,
amend, vary or extend any of the terms of the
Transaction Agreement [provide that any such waivers,
amendments, variations or extensions are not of a
material nature] and to do all things as they may in
their absolute discretion consider to be necessary or
desirable to implement and give effect to, or
otherwise in connection with, the transactions and
any matters incidental to the transactions
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CEZ A.S., PRAHA
TICKER: N/A CUSIP: X2337V121
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Opening, election of Chairman of the ISSUER NO N/A N/A
GM, minutes clerk, scrutinisers and minutes
PROPOSAL #2.: Approve the Management report on the ISSUER NO N/A N/A
Company business activities and balance of assets for
the year 2008 and summarized report according to
Section 118/8/ Act on capital market budiness
PROPOSAL #3.: Approve the Supervisory Board report ISSUER NO N/A N/A
PROPOSAL #4.: Approve the financial statements of Cez ISSUER NO N/A N/A
and consolidated financial statements the Cez group
for the year 2008
PROPOSAL #5.: Approve the decision on division of ISSUER NO N/A N/A
profit including a decision on payment of dividends
and royalties
PROPOSAL #6.: Approve the agreement on the ISSUER NO N/A N/A
contribution of the part Company Rozvody Tepla to Cez
Teplrensk
PROPOSAL #7.: Approve the decision on acquisition of ISSUER NO N/A N/A
own Company shares
PROPOSAL #8.: Approve the changes of the Articles of ISSUER NO N/A N/A
Association
PROPOSAL #9.: Approve the decision on the volume of ISSUER NO N/A N/A
financial resources for provision of donations
PROPOSAL #10.: Approve to confirm the co-option, ISSUER NO N/A N/A
recalling and election of the Supervisory Board
PROPOSAL #11.: Approve the contracts on execution of ISSUER NO N/A N/A
function of the Supervisory Board Member
PROPOSAL #12.: Elect the Committee Members for Audit ISSUER NO N/A N/A
PROPOSAL #13.: Approve the draft agreement on ISSUER NO N/A N/A
execution of the function of an Audit Committee Member
PROPOSAL #14.: Conclusion ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CGI GROUP INC.
TICKER: N/A CUSIP: 39945C109
MEETING DATE: 1/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Elect Mr. Claude Boivin as a Director ISSUER YES FOR FOR
PROPOSAL #1.2: Elect Mr. Bernard Bourigeaud as a ISSUER YES FOR FOR
Director
PROPOSAL #1.3: Elect Mr. Jean Brassard as a Director ISSUER YES FOR FOR
PROPOSAL #1.4: Elect Mr. Claude Chamberland as a ISSUER YES FOR FOR
Director
PROPOSAL #1.5: Elect Mr. Robert Chevrier as a Director ISSUER YES FOR FOR
PROPOSAL #1.6: Elect Mr. Thomas P. D'Aquino as a ISSUER YES FOR FOR
Director
PROPOSAL #1.7: Elect Mr. Paule Dore as a Director ISSUER YES FOR FOR
PROPOSAL #1.8: Elect Mr. Serge Godin as a Director ISSUER YES FOR FOR
PROPOSAL #1.9: Elect Mr. Andre Imbeau as a Director ISSUER YES FOR FOR
PROPOSAL #1.10: Elect Mr. David L. Johnston as a ISSUER YES FOR FOR
Director
PROPOSAL #1.11: Elect Ms. Eileen A. Mercier as a ISSUER YES FOR FOR
Director
PROPOSAL #1.12: Elect Mr. Michael E. Roach as a ISSUER YES FOR FOR
Director
PROPOSAL #1.13: Elect Mr. Gerald T. Squire as a ISSUER YES FOR FOR
Director
PROPOSAL #1.14: Elect Mr. Robert Tessier as a Director ISSUER YES FOR FOR
PROPOSAL #2.: Appoint Deloitte & Touche LLP as the ISSUER YES FOR FOR
Auditors and authorize the Audit and Risk Management
Committee to fix their remuneration
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CH ENERGY GROUP, INC.
TICKER: CHG CUSIP: 12541M102
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MANUEL J. IRAOLA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: E. MICHEL KRUSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ERNEST R. VEREBELYI ISSUER YES FOR FOR
PROPOSAL #02: AMENDMENT TO RESTATED CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF
DIRECTORS.
PROPOSAL #03: RATIFICATION OF APPOINTMENT OF THE ISSUER YES FOR FOR
CORPORATION'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHEVRON CORPORATION
TICKER: CVX CUSIP: 166764100
MEETING DATE: 5/27/2009 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: E. HERNANDEZ ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: D.J. O'REILLY ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: D.B. RICE ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: K.W. SHARER ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR
PROPOSAL #1N: ELECTION OF DIRECTOR: J.S. WATSON ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM
PROPOSAL #03: APPROVE THE MATERIAL TERMS OF ISSUER YES FOR FOR
PERFORMANCE GOALS FOR PERFORMANCE-BASED AWARDS UNDER
THE CHEVRON INCENTIVE PLAN
PROPOSAL #04: APPROVE THE MATERIAL TERMS OF ISSUER YES FOR FOR
PERFORMANCE GOALS FOR PERFORMANCE-BASED AWARDS UNDER
THE LONG-TERM INCENTIVE PLAN OF CHEVRON CORPORATION
PROPOSAL #05: SPECIAL STOCKHOLDER MEETINGS SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: ADVISORY VOTE ON SUMMARY COMPENSATION SHAREHOLDER YES AGAINST FOR
TABLE
PROPOSAL #07: GREENHOUSE GAS EMISSIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: COUNTRY SELECTION GUIDELINES SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: HUMAN RIGHTS POLICY SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #10: HOST COUNTRY LAWS SHAREHOLDER YES ABSTAIN AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA CITIC BANK CORPORATION LTD, BEIJING
TICKER: N/A CUSIP: Y1434M116
MEETING DATE: 6/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the report of the Board of ISSUER YES FOR FOR
Directors of the Company for the year 2008
PROPOSAL #2.: Approve the report of the Board of ISSUER YES FOR FOR
Supervisors of the Company for the year 2008
PROPOSAL #3.: Approve the annual report of the ISSUER YES FOR FOR
Company for the year 2008
PROPOSAL #4.: Approve the financial report of the ISSUER YES FOR FOR
Company for the year 2008
PROPOSAL #5.: Approve the Profit Distribution Plan of ISSUER YES FOR FOR
the Company for the year 2008
PROPOSAL #6.: Approve the Financial Budget Plan of ISSUER YES FOR FOR
the Company for the year 2009
PROPOSAL #7.: Approve the resolution on engagement of ISSUER YES FOR FOR
accounting firms and their service fees for the year
2009
PROPOSAL #8.1: Re-elect Mr. Kong Dan as a Director of ISSUER YES FOR FOR
the bank
PROPOSAL #8.2: Re-elect Mr. Chang Zhenming as a ISSUER YES FOR FOR
Director of the bank
PROPOSAL #8.3: Re-elect Dr. Chen Xiaoxian as a ISSUER YES FOR FOR
Director of the bank
PROPOSAL #8.4: Re-elect Mr. Dou Jianzhong as a ISSUER YES FOR FOR
Director of the bank
PROPOSAL #8.5: Re-elect Mr. Ju Weimin as a Director ISSUER YES FOR FOR
of the bank
PROPOSAL #8.6: Re-elect Mr. Zhang Jijing as a ISSUER YES FOR FOR
Director of the bank
PROPOSAL #8.7: Re-elect Mr. Wu Beiying as a Director ISSUER YES FOR FOR
of the bank
PROPOSAL #8.8: Re-elect Ms. Chan Hui Dor Lam Doreen ISSUER YES FOR FOR
as a Director of the bank
PROPOSAL #8.9: Re-elect Mr. Guo Ketong as a Director ISSUER YES AGAINST AGAINST
of the bank
PROPOSAL #8.10: Re-elect Mr. Jose Ignacio ISSUER YES FOR FOR
Goirigolzarri as a Director of the bank
PROPOSAL #8.11: Elect Mr. Jose Andres Barreiro ISSUER YES FOR FOR
Hernandez as a Director of the bank
PROPOSAL #8.12: Re-elect Dr. Bai Chong-En as a ISSUER YES FOR FOR
Director of the bank
PROPOSAL #8.13: Re-elect Dr. Ai Hongde as a Director ISSUER YES FOR FOR
of the bank
PROPOSAL #8.14: Re-elect Dr. Xie Rong as a Director ISSUER YES FOR FOR
of the bank
PROPOSAL #8.15: Re-elect Mr. Wang Xiangfei as a ISSUER YES FOR FOR
Director of the bank
PROPOSAL #8.16: Re-elect Mr. Li Zheping as a Director ISSUER YES FOR FOR
of the bank
PROPOSAL #9.1: Re-elect Mr. Wang Chuan as a ISSUER YES FOR FOR
Supervisor of the bank
PROPOSAL #9.2: Re-elect Mr. Wang Shuanlin as a ISSUER YES FOR FOR
Supervisor of the bank
PROPOSAL #9.3: Re-elect Ms. Zhuang Yumin as a ISSUER YES FOR FOR
Supervisor of the bank
PROPOSAL #9.4: Re-elect Ms. Luo Xiaoyuan as a ISSUER YES FOR FOR
Supervisor of the bank
PROPOSAL #9.5: Re-elect Mr. Zheng Xuexue as a ISSUER YES FOR FOR
Supervisor of the bank
PROPOSAL #10.: Approve the proposed acquisition of a ISSUER YES FOR FOR
70.32% interest in CITIC International Financial
Holdings Limited by the Bank from Gloryshare
Investments Limited
PROPOSAL #S.1: Approve the amendments to the Articles ISSUER YES FOR FOR
of Association
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA MOBILE LTD
TICKER: N/A CUSIP: Y14965100
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the audited financial ISSUER YES FOR FOR
statements and the reports of the Directors and the
Auditors of the Company and its subsidiaries for the
PROPOSAL #2.: Declare a final dividend for the YE 31 ISSUER YES FOR FOR
DEC 2008
PROPOSAL #3.1: Re-elect Mr. Wang Jianzhou as a ISSUER YES FOR FOR
Director
PROPOSAL #3.2: Re-elect Mr. Zhang Chunjiang as a ISSUER YES AGAINST AGAINST
Director
PROPOSAL #3.3: Re-elect Mr. Sha Yuejia as a Director ISSUER YES FOR FOR
PROPOSAL #3.4: Re-elect Mr. Liu Aili as a Director ISSUER YES FOR FOR
PROPOSAL #3.5: Re-elect Mr. Xu Long as a Director ISSUER YES FOR FOR
PROPOSAL #3.6: Re-elect Mr. Moses Cheng Mo Chi as a ISSUER YES FOR FOR
Director
PROPOSAL #3.7: Re-elect Mr. Nicholas Jonathan Read as ISSUER YES FOR FOR
a Director
PROPOSAL #4.: Re-appoint Messrs. KPMG as the Auditors ISSUER YES FOR FOR
and to authorize the Directors to fix their
remuneration
PROPOSAL #5.: Authorize the Directors during the ISSUER YES FOR FOR
relevant period of all the powers of the Company to
purchase shares of HKD 0.10 each in the capital of
the Company including any form of depositary receipt
representing the right to receive such shares
[Shares]; 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; [Authority
expires earlier at the conclusion of the next AGM of
the meeting or the expiration of period within which
the next AGM of the Company is required by law to be
PROPOSAL #6.: Authorize the Directors to exercise ISSUER YES AGAINST AGAINST
full powers of the Company to allot, issue and deal
with additional shares in the Company [including the
making and granting of offers, agreements and options
which might require shares to be allotted, whether
during the continuance of such mandate or thereafter]
provided that, otherwise than pursuant to (i) a
rights issue where shares are offered to shareholders
on a fixed record date in proportion to their then
holdings of shares; (ii) the exercise of options
granted under any share option scheme adopted by the
Company; (iii) any scrip dividend or similar
arrangement providing for the allotment of shares in
lieu of the whole or part of a dividend in accordance
with the Articles of Association of the Company, the
aggregate nominal amount of the shares allotted
shall not exceed the aggregate of: (a) 20% of the
aggregate nominal amount of the share capital of the
Company in issue at the date of passing this
resolution, plus (b) [if the Directors are so
authorized by a separate ordinary resolution of the
shareholders of the Company] the nominal amount of
the share capital of the Company repurchased by the
Company subsequent to the passing of this resolution
[up to a maximum equivalent to 10% of the aggregate
nominal amount of the share capital of the Company in
issue at the date of passing this Resolution];
[Authority expires earlier at the conclusion of the
next AGM of the meeting or the expiration of period
within which the next AGM of the Company is required
PROPOSAL #7.: Authorize the Directors of the Company ISSUER YES AGAINST AGAINST
to exercise the powers of the Company referred to in
the resolution as specified in item 6 in the notice
of this meeting in respect of the share capital of
the Company as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NATIONAL BUILDING MATERIAL COMPANY LTD
TICKER: N/A CUSIP: Y15045100
MEETING DATE: 8/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Appoint Mr. Li Decheng 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 #S.2: Amend the Articles of Association of ISSUER YES FOR FOR
the Company to reflect the increase in the number of
the Directors: the existing Article 10.1 of the
Articles of Association be deleted in its entirety
and replaced with the new Article 10.1 of the
Articles of Association as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NATL BLDG MATL CO LTD
TICKER: N/A CUSIP: Y15045100
MEETING DATE: 6/26/2009 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 [the Board] for the
YE 31 DEC 2008
PROPOSAL #2.: Receive and approve the report of the ISSUER YES FOR FOR
Supervisory Committee of the Company for the YE 31
DEC 2008
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 2008
PROPOSAL #4.: Approve the proposed profit ISSUER YES FOR FOR
distribution plan and the final dividend distribution
plan of the Company for the YE 31 DEC 2008 and
authorize the Board to distribute such final dividend
to the shareholders of the Company
PROPOSAL #5.: Authorize the Board to deal with all ISSUER YES FOR FOR
matters in relation to the Company's distribution of
interim dividend for the year 2009 in its absolute
discretion [including, but not limited to,
determining whether to distribute interim dividend
for the year 2009]
PROPOSAL #6.: Approve the continuation of appointment ISSUER YES FOR FOR
of Vocation International Certified Public
Accountants Co., Ltd. as the PRC Auditors of the
Company and UHY Vocation HK CPA Limited as the
International Auditors of the Company, to hold office
until the conclusion of the next AGM of the Company
and authorize the Board to determine their
PROPOSAL #S.7: Approe , [a] subject to paragraph [c] ISSUER YES AGAINST AGAINST
and in accordance with the relevant requirements of
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited [Listing Rules],
the Articles of Association of the Company and the
applicable laws and regulations of the PRC, the
exercise by the Board during the Relevant Period of
all the powers of 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 hereby generally and
unconditionally approved; [b] the approval in
paragraph [a] 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; [c] each 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 [whether pursuant to an option
or otherwise] by the Board pursuant to the approval
granted in paragraph [a] 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 [d] for the purposes
of this resolution: Relevant Period means the period
from the passing of this resolution until whichever
is the earliest of: [i] the conclusion of the next
AGM of the Company; [ii] 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; or [iii] the
revocation or variation of the authority given under
this resolution by a special resolution of the
Company in general meeting Rights Issue means an
offer of shares open for a period fixed by the
Directors to holders of shares on the register on a
fixed record date in proportion to their then
holdings of such shares [subject to such exclusions
or other arrangements as the Directors may deem
necessary or expedient in relation to fractional
entitlements or having regard to any restrictions or
obligations under the laws, or the requirements, of
any recognized regulatory body or any stock exchange
in any territory outside Hong Kong] and an offer,
allotment or issue of shares by way of rights shall
be construed accordingly [B] and 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 sub-
PROPOSAL #S.8: Amend the Article 8.9, 17.5, 18.10, ISSUER YES FOR FOR
26.1, 26.2 as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
TICKER: N/A CUSIP: Y1505N100
MEETING DATE: 9/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the Scheme of Arrangement ISSUER YES FOR FOR
proposed to be made between the Company and the
holders of its ordinary shares of USD 0.04 each
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA NETCOM GROUP CORPORATION (HONG KONG) LTD
TICKER: N/A CUSIP: Y1505N100
MEETING DATE: 9/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve the Scheme of Arrangement ISSUER YES FOR FOR
dated 15 AUG 2008 [the 'Scheme'] between the Company
and the holders of the Scheme Shares (as defined in
the Scheme) in the form of the print which has been
produced to this Meeting and for the purposes of
identification signed by the Chairman of this
Meeting, with any modification thereof or addition
thereto or condition approved or imposed by the High
Court of the Hong Kong Special Administrative Region,
and (B) for the purposes of giving effect to the
Scheme, on the Effective Date (as defined in the
Scheme): 1) to issue share capital of the Company be
reduced by cancelling and extinguishing the Scheme
Shares; 2) subject to and forthwith upon such
reduction of share capital taking effect, to increase
the authorized share capital of the Company to its
former amount of USD 1,000,000,000 by the creation of
such number of ordinary shares of USD 0.04 each in
the capital of the Company as shall be equal to the
number of the Scheme Shares cancelled; and (3) the
Company shall apply the credit arising in its books
of account as a result of such reduction of share
capital in paying up in full at par the ordinary
shares of USD 0.04 each in the capital of the Company
to be created as aforesaid, which new shares shall
be allotted and issued, credited as fully paid, to
China Unicom Limited and/or its nominees and the
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA PETE & CHEM CORP
TICKER: N/A CUSIP: Y15010104
MEETING DATE: 5/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report of the third Session ISSUER YES FOR FOR
of the Board of Directors of Sinopec Corporation
[including the report of the Board of Directors of
Sinopec Corporation for the year 2008]
PROPOSAL #2.: Receive the report of the third Session ISSUER YES FOR FOR
of the Supervisory Committee of Sinopec Corporation
[including the report of the Supervisory Committee of
Sinopec Corporation for the year 2008]
PROPOSAL #3.: Approve the audited accounts and ISSUER YES FOR FOR
audited consolidated accounts of Sinopec Corporation
for the YE 31 DEC 2008
PROPOSAL #4.: Approve the plan for allocating any ISSUER YES FOR FOR
surplus common reserve funds at amount of RMB 20
billion from the after-tax profits
PROPOSAL #5.: Approve the profit distribution plan ISSUER YES FOR FOR
for the YE 31 DEC 2008
PROPOSAL #6.: Re-appoint KPMG Huazhen and KPMG as the ISSUER YES FOR FOR
domestic and overseas Auditors of Sinopec
Corporation for the year 2009, respectively, and
authorize the Board of Directors to determine their
PROPOSAL #7.: Authorize the Board of Directors to ISSUER YES FOR FOR
determine the interim profit distribution plan of
Sinopec Corporation for 2009
PROPOSAL #8.1: Elect Mr. Su Shulin as a Director ISSUER YES FOR FOR
PROPOSAL #8.2: Elect Mr. Wang Tianpu as a Director ISSUER YES FOR FOR
PROPOSAL #8.3: Elect Mr. Zhang Yaocang as a Director ISSUER YES FOR FOR
PROPOSAL #8.4: Elect Mr. Zhang Jianhua as a Director ISSUER YES FOR FOR
PROPOSAL #8.5: Elect Mr. Wang Zhigang as a Director ISSUER YES FOR FOR
PROPOSAL #8.6: Elect Mr. Cai Xiyou as a Director ISSUER YES FOR FOR
PROPOSAL #8.7: Elect Mr. Cao Yaofeng as a Director ISSUER YES FOR FOR
PROPOSAL #8.8: Elect Mr. Li Chunguang as a Director ISSUER YES FOR FOR
PROPOSAL #8.9: Elect Mr. Dai Houliang as a Director ISSUER YES FOR FOR
PROPOSAL #8.10: Elect Mr. Liu Yun as a Director ISSUER YES FOR FOR
PROPOSAL #8.11: Elect Mr. Liu Zhongli as an ISSUER YES FOR FOR
Independent Non-Executive Director
PROPOSAL #8.12: Elect Mr. Ye Qing as an Independent ISSUER YES FOR FOR
Non-Executive Director
PROPOSAL #8.13: Elect Mr. Li Deshui as an Independent ISSUER YES FOR FOR
Non-Executive Director
PROPOSAL #8.14: Elect Mr. Xie Zhongyu as an ISSUER YES FOR FOR
Independent Non-Executive Director
PROPOSAL #8.15: Elect Mr. Chen Xiaojin as an ISSUER YES FOR FOR
Independent Non-Executive Director
PROPOSAL #9.1: Elect Mr. Wang Zuoran as a Supervisor ISSUER YES FOR FOR
PROPOSAL #9.2: Elect Mr. Zhang Youcai as a Supervisor ISSUER YES FOR FOR
PROPOSAL #9.3: Elect Mr. Geng Limin as a Supervisor ISSUER YES FOR FOR
PROPOSAL #9.4: Elect Mr. Zou Huiping as a Supervisor ISSUER YES FOR FOR
PROPOSAL #9.5: Elect Mr. Li Yonggui as a Supervisor ISSUER YES FOR FOR
PROPOSAL #10.: Approve the Service Contracts between ISSUER YES FOR FOR
Sinopec Corporation and Directors of the Fourth
Session of the Board Directors and Supervisors of the
Fourth Session of the Supervisory Committee
[including emoluments provisions]
PROPOSAL #11.: Authorize the Secretary to the Board ISSUER YES FOR FOR
of Directors to, on behalf of Sinopec Corporation,
deal with all applications, approval, registrations,
disclosure and filings in relation to the reelection
of Directors and Supervisors
PROPOSAL #S.12: Amend the Articles of Association and ISSUER YES FOR FOR
its appendices of Sinopec Corporation
PROPOSAL #S.13: Authorize the Secretary to the Board ISSUER YES FOR FOR
of Directors of Sinopec Corporation to, on behalf of
Sinopec Corporation, deal with all applications,
approval, registrations and filing relevant to the
proposed amendments to the Articles of Association
and its appendices
PROPOSAL #S.14: Authorize the Board of Directors of ISSUER YES AGAINST AGAINST
Sinopec Corporation to determine the proposed plan
for issuance of debt financing instrument(s): it is
proposed to the shareholders at the AGM, pursuant to
the relevant regulations, within the maximum balance
of the issuable bonds, namely after issuance, the
relevant accumulative debt financing instruments
balance shall not exceed 40% of the latest total
audited net assets of Sinopec Corporation, to
determine issuance of debt financing instruments,
principal of which shall not exceed 10% of the latest
audited net assets of Sinopec Corporation stated in
the consolidated financial statements prepared in
accordance with the Accounting Standards for Business
Enterprises, on one issuance or several issuances,
including but not limited to short term financial
instruments and mid-term financial notes; to
generally and to determine the terms and conditions
and all other matters in relation to the issuance of
such debt financing instrument(s) based on the needs
of Sinopec Corporation and the market conditions,
including without limitation to the determination of
the actual value, interest rate, and term of the
bond(s) subject to the aforementioned limits, as well
as to the production, execution and disclosure of
all necessary documents thereof; [authority expires
at the completion of the next shareholders meeting of
Sinopec Corporation]
PROPOSAL #S.15: 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 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: 1) Subject to
paragraphs (3) and (4) and pursuant to the Company
Law [the Company Law] of the People's Republic of
China (the PRC) and the listing rules of the relevant
stock exchanges [as amended from time to time], 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) 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 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, 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, authorized to
increase the registered capital of Sinopec
Corporation to the required amount upon the exercise
of the powers pursuant to paragraph (1) above to
authorise the Board of Directors to sign the
necessary documents, complete the necessary
formalities and take other necessary steps to
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ISSUER: CHINA STL CORP
TICKER: N/A CUSIP: Y15041109
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: The 2008 business reports ISSUER NO N/A N/A
PROPOSAL #1.2: The 2008 audited reports reviewed by ISSUER NO N/A N/A
Supervisors
PROPOSAL #1.3: The issuance status of local ISSUER NO N/A N/A
convertible bond
PROPOSAL #1.4: The status of 2008 Treasury Stock ISSUER NO N/A N/A
Buyback
PROPOSAL #2.1: Ratify the 2008 business and financial ISSUER YES FOR FOR
reports
PROPOSAL #2.2: Ratify the 2008 earnings distribution ISSUER YES FOR FOR
proposal [proposed cash dividend: TWD 1.3/sharers]
PROPOSAL #2.3: Approve to raise capital by issuing ISSUER YES FOR FOR
new shares from earnings [proposed STK dividend:
43shares / 1000shares]
PROPOSAL #2.4: Approve to revise the Articles of ISSUER YES FOR FOR
Incorporation
PROPOSAL #2.5: Approve to revise the procedures of ISSUER YES FOR FOR
acquisition or disposal of asset
PROPOSAL #2.6: Approve the procedures of endorsements ISSUER YES FOR FOR
and guarantees
PROPOSAL #2.7: Approve to release the Directors from ISSUER YES FOR FOR
non-competition duties
PROPOSAL #2.8: Other issues and extraordinary motions ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA SUNERGY CO LTD
TICKER: CSUN CUSIP: 16942X104
MEETING DATE: 8/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1: RE-ELECTION OF MR. TINGXIU LU AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #O2: RE-ELECTION OF MR. RUENNSHENG ALLEN ISSUER YES FOR FOR
WANG AS A DIRECTOR OF THE COMPANY
PROPOSAL #O3: RE-ELECTION OF MS. JIAN LI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #O4: RE-ELECTION OF MS. MERRY M. TANG AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY
PROPOSAL #O5: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR
INDEPENDENT AUDITOR DELOITTE TOUCHE TOHMATSU FOR THE
FISCAL YEAR 2007
PROPOSAL #O6: APPOINTMENT OF THE INDEPENDENT AUDITOR ISSUER YES FOR FOR
DELOITTE TOUCHE TOHMATSU FOR THE FISCAL YEAR 2008
PROPOSAL #O7: THE DIRECTORS AND EACH OF TINGXIU LU ISSUER YES FOR FOR
AND RUENNSHENG ALLEN WANG (EACH, AN OFFICER) BE, AND
HEREBY ARE, AUTHORIZED TO TAKE ANY AND EVERY ACTION
THAT MIGHT BE NECESSARY TO EFFECT THE FOREGOING
RESOLUTIONS 1 TO 6 AS SUCH DIRECTOR OR OFFICER, IN
HIS ABSOLUTE DISCRETION, THINKS FIT
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: Y1505D102
MEETING DATE: 9/5/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Re-elect Mr. Wang Xiaochu as a ISSUER YES FOR FOR
Director of the Company, approve with effect from 09
SEP 2008 for a term of 3 years until the AGM of the
Company for the year 2010 to be held in 2011; and
authorize any Director of the Company to sign on
behalf of the Company the Directors service contract
with Mr. Wang Xiaochu and the Board of Directors of
the Company to determine his remuneration
PROPOSAL #1..2: Re-elect Mr. Shang Bing as a Director ISSUER YES FOR FOR
of the Company, approve with effect from 09 SEP 2008
for a term of 3 years until the AGM of the Company
for the year 2010 to be held in 2011; and authorize
any Director of the Company to sign on behalf of the
Company the Director's service contract with Mr.
Shang Bing and the Board of Directors of the Company
to determine his remuneration
PROPOSAL #1.3: Re-elect Mr. Wu Andi as a Director of ISSUER YES FOR FOR
the Company, approve with effect from 09 SEP 2008 for
a term of 3 years until the AGM of the Company for
the year 2010 to be held in 2011; authorize any
Director of the Company to sign on behalf of the
Company the Director's service contract with Mr. Wu
Andi and the Board of Directors of the Company to
determine his remuneration
PROPOSAL #1.4: Re-elect Mr. Zhang Jiping as a ISSUER YES FOR FOR
Director of the Company, with effect from 09 SEP 2008
for a term of 3 years until the AGM of the Company
for the year 2010 to be held in 2011;authorize any
Director of the Company to sign on behalf of the
Company the Director's service contract with Mr.
Zhang Jiping , and the Board of Directors of the
Company to determine his remuneration
PROPOSAL #1.5: Re-elect Mr. Zhang Chenshuang as a ISSUER YES FOR FOR
Director of the Company, approve with effect from 09
SEP 2008 for a term of 3 years until the AGM of the
Company for the year 2010 to be held in 2011;
authorize any Director of the Company to sign on
behalf of the Company the Director's service contract
with Mr. Zhang Chenshuang, and the Board of
Directors of the Company to determine his remuneration
PROPOSAL #1.6: Re-elect Mr. Yang Xiaowei as a ISSUER YES AGAINST AGAINST
Director of the Company, approve with effect from 09
SEP 2008 for a term of 3 years until the AGM of the
Company for the year 2010 to be held in 2011;
authorize any Director of the Company to sign on
behalf of the Company the Director's service contract
with Mr. Yang Xiaowei, and the Board of Directors of
the Company to determine his remuneration
PROPOSAL #1.7: Re-elect Mr. Yang Jie as a Director of ISSUER YES FOR FOR
the Company, approve with effect from 09 SEP 2008
for a term of 3 years until the AGM of the Company
for the year 2010 to be held in 2011; authorize any
Director of the Company to sign on behalf of the
Company the Director's service contract with Mr. Yang
Jie, and the Board of Directors of the Company to
determine his remuneration
PROPOSAL #1.8: Re-elect Mr. Sun Kangmin as a Director ISSUER YES FOR FOR
of the Company, approve with effect from 09 SEP 2008
for a term of 3 years until the AGM of the Company
for the year 2010 to be held in 2011; authorize any
Director of the Company to sign on behalf of the
Company the Director's service contract with Mr. Sun
Kangmin, and the Board of Directors of the Company to
determine his remuneration
PROPOSAL #1.9: Re-elect Mr. Li Jinming as a Director ISSUER YES FOR FOR
of the Company, approve with effect from 09 SEP 2008
for a term of 3 years until the AGM of the Company
for the year 2010 to be held in 2011; authorize any
Director of the Company to sign on behalf of the
Company the Director's service contract with Mr. Li
Jinming, and the Board of Directors of the Company to
determine his remuneration
PROPOSAL #1.10: Re-elect Mr. Wu Jichuan as an ISSUER YES FOR FOR
Independent Director of the Company, approve with
effect from 09 SEP 2008 for a term of 3 years until
the AGM of the Company for the year 2010 to be held
in 2011;authorize any Director of the Company to sign
on behalf of the Company the Director's service
contract with Mr. Wu Jichuan, and the Board of
Directors of the Company to determine his remuneration
PROPOSAL #1.11: Re-elect Mr. Qin Xiao as an ISSUER YES FOR FOR
Independent Director of the Company, approve with
effect from 09 SEP 2008 for a term of 3 years until
the AGM of the Company for the year 2010 to be held
in 2011;authorize any Director of the Company to sign
on behalf of the Company the Director's service
contract with Mr. Qin Xiao, and the Board of
Directors of the Company to determine his remuneration
PROPOSAL #1.12: Re-elect Mr. Tse Hau Yin, Aloysius as ISSUER YES AGAINST AGAINST
an Independent Director of the Company, approve with
effect from 09 SEP 2008 for a term of 3 years until
the AGM of the Company for the year 2010 to be held
in 2011; authorize any Director of the Company to
sign on behalf of the Company the Director's service
contract with Mr. Tse Hau Yin, and the Board of
Directors of the Company to determine his remuneration
PROPOSAL #1.13: Re-elect Mr. Cha May Lung, Laura as ISSUER YES FOR FOR
an Independent Director of the Company, approve with
effect from 09 SEP 2008 for a term of 3 years until
the AGM of the Company for the year 2010 to be held
in 2011; authorize any Director of the Company to
sign on behalf of the Company the Director's service
contract with Mr. Cha May Lung, and the Board of
Directors of the Company to determine his remuneration
PROPOSAL #1.14: Re-elect Mr. Xu Erming as an ISSUER YES FOR FOR
Independent Director of the Company, approve with
effect from 09 SEP 2008 for a term of 3 years until
the AGM of the Company for the year 2010 to be held
in 2011; authorize any Director of the Company to
sign on behalf of the Company the Director's service
contract with Mr. Xu Erming, and the Board of
Directors of the Company to determine his remuneration
PROPOSAL #2.1: Re-elect Mr. Xiao Jinxue as a ISSUER YES FOR FOR
Supervisor of the Company, approve with effect from
09 SEP 2008 for a term of 3 years until the AGM of
the Company for the year 2010 to be held in 2011;
authorize any Director of the Company to sign on
behalf of the Company the Supervisor's Service
contract with Mr. Xiao Jinxue, and the Supervisory
Committee of the Company to determine his remuneration
PROPOSAL #2.2: Re-elect Mr. Xu Cailiao as a ISSUER YES FOR FOR
Supervisor of the Company, approve with effect from
09 SEP 2008 for a term of 3 years until the AGM of
the Company for the year 2010 to be held in 2011;
authorize any Director of the Company to sign on
behalf of the Company the Supervisor's Service
Contract with Mr. Xu Cailiao, and the Supervisory
Committee of the Company to determine his remuneration
PROPOSAL #2.3: Re-elect Mr. Han Fang as a Supervisor ISSUER YES FOR FOR
of the Company, approve with effect from 09 SEP 2008
for a term of 3 years until the AGM of the Company
for the year 2010 to be held in 2011;authorize any
Director of the Company to sign on behalf of the
Company the Supervisor's Service Contract with Mr.
Han Fang, and the Supervisory Committee of the
Company to determine his remuneration
PROPOSAL #2.4: Re-elect Mr. Zhu Lihao as a Supervisor ISSUER YES FOR FOR
of the Company, approve with effect from 09 SEP 2008
for a term of 3 years until the AGM of the Company
for the year 2010 to be held in 2011; authorize any
Director of the Company to sign on behalf of the
Company the supervisor's service contract with Mr.
Zhu Lihao, and the Supervisory Committee of the
Company to determine his remuneration
PROPOSAL #S.3.1: Approve, the granting of a general ISSUER YES AGAINST AGAINST
mandate to the Board of Directors of the Company to
issue debentures denominated in local or foreign
currencies, in one or more tranches, including, but
not limited to, short-term commercial paper, Company
bonds, Corporate debts, convertible bonds, asset
securitization products and asset-backed notes, from
the date of this meeting until the date on which the
AGM of the Company for the year 2008 is held, with a
maximum outstanding repayment amount of up to RMB 80
billion [the General Mandate]; and when the
resolutions relating to the General Mandate become
effective, they will replace the resolutions passed
by the shareholders at the AGM of the Company for the
year 2007 held on 30 MAY 2008 relating to the
approval of the Company's issue of debentures with an
aggregate principal amount of up to RMB 60 billion
[Previous Resolutions], but the steps taken and Board
Resolutions passed in connection with the Previous
Resolutions will continue to be effective
PROPOSAL #S.3.2: Authorize the Board of Directors of ISSUER YES AGAINST AGAINST
the Company or any two or more Directors of the
Company duly authorized by the Board of Directors,
taking into account the specific needs of the Company
and market conditions: [a] determine the specific
terms and conditions of, and other matters relating
to, the issue of debentures under the General Mandate
[including, but not limited to, the determination of
the type, aggregate principal amount, interest rate,
term, rating, security, any repurchase or redemption
provisions, any placing arrangements, any option to
adjust the nominal interest rate and use of
proceeds], secure approvals, engage professional
advisors, disseminate relevant application documents
to the regulatory authorities, obtain approvals from
the regulatory authorities, execute all requisite
legal documentation relating to the issue as
requested by the regulatory authorities and make
relevant disclosure; [b] do all such acts which are
necessary and incidental to the issue of debentures
under the General Mandate [including, but not limited
to, the securing of approvals, the determination of
underwriting arrangements, preparation and
dissemination of relevant application documents to
the regulatory authorities, and the securing of
approvals from the regulatory authorities]; [c]
approve and ratify, to take all such steps which are
necessary for the purposes of executing the issue of
debentures under the General Mandate [including, but
not limited to, the execution of all requisite
documentation and the disclosure of relevant
information in accordance with applicable Laws], and
to the extent that any of the aforementioned acts and
steps that have already been undertaken by the Board
of Directors of the Company or the duly authorized
directors in connection with the issue of debentures
PROPOSAL #S.4.1: Approve, the Company's issue of ISSUER YES AGAINST AGAINST
company bonds with an aggregate principal amount of
up to RMB 50 billion in the People's Republic of
China in one or more tranches: [a] Size of issue: Up
to RMB 50 billion; [b] Placing to existing
shareholders: the Company bonds will not be issued to
existing shareholders on a preferred basis by way of
placing;[c] term: the Company bonds will have a term
does not exceed 10 years and may have the same term
or different terms, which will be determined in
accordance with the market conditions and the
Company's capital requirements; [d] use of proceeds:
the Company bonds issued will be for the purpose of
supplementing the general working capital of the
Company; [e] Effective period of the resolutions
relating to the issue of the Company Bonds: from the
date on which the resolutions relating to the issue
of the Company Bonds are passed to the date on which
the AGM of the Company for the year 2008 is held
PROPOSAL #S.4.2: Authorize the Board of Directors of ISSUER YES FOR FOR
the Company [the Board] or any two or more Directors
of the Company duly authorized by the Board of
Directors [the Directors: [a] determine the type,
specific terms and conditions of, and other matters
relating to, the issue [including, but not limited
to, the determination of the type, aggregate
principal amount, interest rate, term, rating,
security, whether there will be repurchase or
redemption provisions, whether there will be an
option to adjust the nominal interest rate and
specific arrangements relating to the use of proceeds
within the scope approved by the shareholders in
this meeting]; [b] do all such acts which are
necessary and incidental to the issue [including, but
not limited to, the securing of approvals, engaging
professional advisors, the determination of
underwriting arrangements, preparation and
dissemination of relevant application documents to
the regulatory authorities, and the securing of
approvals from the regulatory authorities]; [c]
approve and ratify to take all such steps which are
necessary for the purposes of executing the issue
[including, but not limited to, the execution of all
requisite documentation and the disclosure of
relevant information in accordance with applicable
laws], and to the extent that any of the acts and
steps that have already been undertaken by the Board
or the Directors in connection with the issue, [d] if
there are changes in the regulatory policies or
market conditions, adjust the specific relating to
the issue and related matters in accordance with the
opinion of the regulatory authorities; [e] after
completion of the issue, determine and approve
matters relating to the listing of the relevant
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ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: Y1505D102
MEETING DATE: 9/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the Telecom CDMA Lease as ISSUER YES FOR FOR
specified the continuing connected transactions
contemplated under Telecom CDMA Lease and the annual
caps and authorized 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 as may be necessary, desirable or
expedient to implement and/or give effect to the
terms of such continuing connected transactions
PROPOSAL #2.: Approve the Interconnection Settlement ISSUER YES FOR FOR
Supplemental Agreement as specified, the continuing
connected transactions contemplated under and the
annual Interconnection Settlement Supplemental
Agreement and for which no annual caps have been
proposed and authorize the Director of the Company,
to do all such further Acts and things and execute
such further documents and take all such steps which
in their opinion as may be necessary, desirable or
expedient to implement and/or give effect to the
terms of such continuing connected transactions
PROPOSAL #3.: Approve the Engineering Framework ISSUER YES FOR FOR
Supplemental Agreement as specified, the continuing
connected transactions contemplated under and the
annual Engineering Framework Supplemental Agreement,
together with proposesd annual caps and authorize the
Director of the Company, to do all such further Acts
and things and execute such further documents and
take all such steps which in their opinion as may be
necessary, desirable or expedient to implement and/or
give effect to the terms of such continuing
connected transactions
PROPOSAL #4.: Approve the Ancillary ISSUER YES FOR FOR
Telecommunications Services Framework Supplemental
Agreement as specified, the continuing connected
transactions contemplated under the Ancillary
Telecommunications Services Framework Supplemental
Agreementand [as amended by the Ancillary
Telecommunications Services Framework Supplemental
Agreement] together with the revised annaul cap nad
proposed annual cap and authorize the Director of the
Company to do all such further Acts and things and
execute such further documents and take all such
steps which in their opinion as may be necessary,
desirable or expedient to implement and/or give
effect to such continuing connected transactions
PROPOSAL #S.5: Authorize the Director of the Company, ISSUER YES FOR FOR
subject to the passing of Resolution 1 to make such
amendments to the Articles of Association of the
Company [the Articles of Association] which in his
opinion may be necessary to reflect the business
scope of the Company as specified in the
Telecommunications Business Permit to be issued by
the Ministry of Industry and Information Technology
of the PRC [the details of the amendments shall be
Governed by the relevant content in the
Telecommunications Business Permit to be issued by
the Ministry of Industry and Information Technology
of the PRC], and to take all actions which in their
opinion are necessary or desirable to complete the
procedures for the approval and/or registration or
filing of the aforementioned amendment of the
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ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: Y1505D102
MEETING DATE: 3/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Amend the Article 13 of the Articles ISSUER YES FOR FOR
of Association of the Company [the Articles of
Association] as specified and authorize any Director
of the Company to take all actions which in their
opinion are necessary or desirable to complete the
procedures for the approval and/or registration or
filing of the aforementioned amendment to the
Articles of Association
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ISSUER: CHINA TELECOM CORP LTD
TICKER: N/A CUSIP: Y1505D102
MEETING DATE: 5/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the consolidated financial ISSUER YES FOR FOR
statements of the Company, the report of the Board of
Directors, the report of the Supervisory Committee
and the report of the International Auditor for the
YE 31 DEC 2008 and authorize the Board of Directors
[the Board] to prepare the budget of the Company for
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 2008
PROPOSAL #3.: Re-appoint KPMG and KPMG Huazhen as the ISSUER YES FOR FOR
International Auditor and Domestic Auditor of the
Company respectively for the year ending 31 DEC 2009
and authorize the Board to fix the remuneration of
the Auditors
PROPOSAL #S.4.1: Authorize the Board of Directors of ISSUER YES FOR FOR
the Company to issue debentures denominated in local
or foreign currencies, in 1 or more tranches,
including, but not limited to, short-term commercial
paper, medium term note, company bonds, corporate
debts, convertible bonds, asset securitization
products and asset-backed notes, from the date of
this meeting until the date on which the AGM of the
Company for the year 2009 is held, with a maximum
outstanding repayment amount RMB 90 billion
PROPOSAL #S.4.2: Authorize the Board of Directors of ISSUER YES FOR FOR
the Company or any 2 or more Directors of the Company
duly authorized by the Board of Directors, taking
into account the specific needs of the Company and
other market conditions, to determine the specific
terms, conditions of, and other matters relating to,
the issue of debentures, including, but not limited
to, the determination of the type, amount, interest
rate, rating, security, any repurchase or redemption
provisions, any placing arrangements, any option to
adjust the nominal interest rate and use of proceeds,
secure approvals, engage professional advisors,
disseminate relevant application documents to the
regulatory authorities, obtain approvals from the
regulatory authorities, execute all requisite legal
documentation relating to the issue as requested by
the regulatory authorities and make relevant
disclosure; do all such acts which are necessary and
incidental to the issue of debentures [including, but
not limited to, the securing of approvals, the
determination of underwriting arrangements,
preparation and dissemination of relevant application
documents to the regulatory authorities, and the
securing of approvals from the regulatory
authorities]; and take all such steps which are
necessary for the purposes of executing the issue of
debentures [including, but not limited to, the
execution of all requisite documentation and the
disclosure of relevant information in accordance with
applicable laws], and approve to the extent that any
of the aforementioned acts and steps that have
already been undertaken by the Board of Directors or
the duly authorized Directors in connection with the
issue of debentures
PROPOSAL #S.5.1: Approve the Company's issue of ISSUER YES FOR FOR
debentures denominated in local or foreign currencies
with an aggregate amount of RMB 90 billion, within
which the issue of Company bonds in the PRC in one or
more tranches not exceeding RMB 30 billion with: a)
size of issue: up to RMB 30 billion; b) placing to
existing shareholders: the Company debentures will
not be issued to existing shareholders on a preferred
basis by way of placing; c) term: the Company
debentures will have a term not exceeding 10 years
and may have the same term or different terms, which
will be determined in accordance with the market
conditions and the Company's capital requirements; d)
use of proceeds: the Company bonds issued will be
for the purpose of supplementing the general working
capital of the Company; e) effective period: from the
date on which the resolutions passed to the date on
which the AGM of the Company for the year 2009 is held
PROPOSAL #S.5.2: Authorize the Board of Directors of ISSUER YES FOR FOR
the Company [the Board] or any 2 or more Directors of
the Company [the Directors] to: a) determine the
type, specific terms and conditions of, and other
matters relating to, the issue [including, but not
limited to, the determination of the type, amount,
interest rate, term, rating, security, whether there
will be repurchase or redemption provisions, whether
there will be an option to adjust the nominal
interest rate and specific arrangements relating to
the use of proceeds within the scope approved by the
shareholders in this meeting]; b) do all such acts
which are necessary and incidental to the issue
[including, but not limited to, the securing of
approvals, engaging professional advisors, the
determination of underwriting arrangements,
preparation and dissemination of relevant application
documents to the regulatory authorities, and the
securing of approvals from the regulatory
authorities]; c) to take all such steps which are
necessary for the purposes of executing the issue
[including, but not limited to, the execution of all
requisite documentation and the disclosure of
relevant information in accordance with applicable
laws], and approve to the extent that any of the
above acts and steps that have already been
undertaken by the Board or the Directors in
connection with the issue; d) if there are changes in
the regulatory policies or market conditions, adjust
the specific proposal relating to the issue and
related matters in accordance with the opinion of the
regulatory authorities; and e) after completion of
the issue, determine and approve matters relating to
PROPOSAL #S.6: Authorize the Company, to allot, issue ISSUER YES AGAINST AGAINST
and deal with additional shares of the Company 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 [as the case may be] in
issue at the date of passing of this special
resolution otherwise than pursuant to: i) a rights
issue; or ii) any scrip dividend or similar
arrangement providing for the allotment of shares in
lieu of the whole or part of a dividend on shares in
accordance with the Articles of Association of the
Company; [Authority expires the earlier of the
conclusion of the next AGM of the Company or the
expiration of the 12 month period following the
passing of these special resolution]
PROPOSAL #S.7: Authorize the Board to increase the ISSUER YES AGAINST AGAINST
registered capital of the Company to reflect the
issue of shares in the Company authorized under
Special Resolution 6, and to make such appropriate
and necessary amendments to the 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: CHIQUITA BRANDS INTERNATIONAL, INC.
TICKER: CQB CUSIP: 170032809
MEETING DATE: 5/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FERNANDO AGUIRRE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KERRII B. ANDERSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD W. BARKER, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM H. CAMP ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT W. FISHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CLARE M. HASLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DURK I. JAGER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAIME SERRA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: STEVEN P. STANBROOK ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHUBU ELECTRIC POWER COMPANY,INCORPORATED
TICKER: N/A CUSIP: J06510101
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR FOR
PROPOSAL #2: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
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 #4: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5: Shareholder's Proposal: Amend Articles ISSUER YES FOR AGAINST
to Disclose Each Director's Compensation and Bonus,
Make Resolution to Appoint a CEO
PROPOSAL #6: Shareholder's Proposal: Amend Articles ISSUER YES AGAINST FOR
to Abolish Use of Nuclear Plants
PROPOSAL #7: Shareholder's Proposal: Amend Articles ISSUER YES AGAINST FOR
to Create Committee on Abolishment of Nuclear Power
Facilities
PROPOSAL #8: Shareholder's Proposal: Amend Articles ISSUER YES AGAINST FOR
to Abolish Reprocessing of Spent Nuclear Fuel
PROPOSAL #9: Shareholder's Proposal: Amend Articles ISSUER YES AGAINST FOR
to Freeze Further Development of MOX for nuclear fuel
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHUNGHWA TELECOM CO LTD
TICKER: N/A CUSIP: Y1613J108
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: To report the 2008 business operations ISSUER NO N/A N/A
PROPOSAL #A.2: To report the 2008 audited reports ISSUER NO N/A N/A
PROPOSAL #A.3: To report the special earnings and ISSUER NO N/A N/A
capital reserves report according to the Article 17
Clause 1 of the guidelines for acquisition or
disposal of asset by the Public Companies
PROPOSAL #B.1: Approve the 2008 business reports and ISSUER YES FOR FOR
financial statements
PROPOSAL #B.2: Approve the 2008 profit distribution, ISSUER YES FOR FOR
proposed cash dividend: TWD 3.83 per share
PROPOSAL #B.3: Approve to revise the Articles of ISSUER YES FOR FOR
Incorporation
PROPOSAL #B.4: Approve the issuance of new shares ISSUER YES FOR FOR
from capital reserves, proposed bonus issue: 100 for
1,000 shares held
PROPOSAL #B.5: Approve the proposal of capital ISSUER YES FOR FOR
reduction
PROPOSAL #B.6: Approve to revise the procedures of ISSUER YES FOR FOR
asset acquisition or disposal
PROPOSAL #B.7: Approve to revise the procedures of ISSUER YES FOR FOR
monetary loans
PROPOSAL #B.8: Approve to revise the procedures of ISSUER YES FOR FOR
endorsements and guarantee
PROPOSAL #B.9: Extraordinary motions ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CHUO MITSUI TRUST HOLDINGS,INC.
TICKER: N/A CUSIP: J0752J108
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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 #4.1: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.2: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.3: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.4: Appoint a Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #4.5: Appoint a Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #5.: Approve Provision of Retirement ISSUER YES AGAINST AGAINST
Allowance for Retiring Corporate Auditors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE FINANCIERE RICHEMONT SA, GENEVE
TICKER: N/A CUSIP: H25662141
MEETING DATE: 9/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve: a) the cancellation of all of ISSUER NO N/A N/A
the 1,914,000 existing shares and reduction of the
current issued share capital the Company by an amount
EUR 215,000,000 against transfer to Compagnie
Financiere Richemont S.A. of the entire luxury
business of the Company; b) to simultaneously convert
the Company into a Partnership Limited by shares
[Societe en Commandite Par Actions] qualifying as a
Securitization Company under the Law of 22 MAR 2004
on securitization and to simultaneously convert the
participation reserve of EUR 645,000,000 into capital
and of the 574,200,000 participation certificates
into new ordinary shares; c) to increase the capital
by a further amount of EUR 1,123 against the issue of
1,000 management shares to Reinet Investments
Managers S.A. [the Manager]; d) to adopt the New
Articles of Incorporation, including a New Objects
Clause as specified; and e) to adopt a new name:
Reinet Investments S.C.A.
PROPOSAL #2.: Elect Messrs. Yves-Andre Istel, Ruggero ISSUER NO N/A N/A
Magnoni, Alan Quasha and Jurgen Schrempp as the
Members of the Board of Overseers until the holding
of the OGM of the shareholders of the Company to be
held by 30 SEP 2009
PROPOSAL #3.: Authorize the Manager, from time to ISSUER NO N/A N/A
time, to purchase, acquire or receive, in the name of
the Company, shares in the Company up to 10% of the
issued share capital from time to time, over the
stock exchange or in privately negotiated
transactions or otherwise, and in the case of
acquisitions for value, at a purchase price being [a]
no less than 80% of the lowest stock price over the
30 days preceding the date of the purchase and [b] no
more than [i] the higher of 5% above the average
market value of the company's ordinary shares for the
5 business days prior to the day the purchase is
made and [ii] a price higher than the higher of the
price of the last independent trade and the highest
current independent bid on the trading venues where
the purchase is to be carried out and on such terms
as shall be determined by the Manager, provided such
purchase is in conformity with Article 49-2 of the
Luxembourg Law of 10 AUG 1915, as amended, and with
applicable laws and regulations; [Authority expires
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE FINANCIERE RICHEMONT SA, GENEVE
TICKER: N/A CUSIP: H25662141
MEETING DATE: 9/10/2008 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 0.060 per A bearer share and EUR
0.006 per B registered share
PROPOSAL #3.: Grant discharge to the Board and Senior ISSUER NO N/A N/A
Management
PROPOSAL #4.1: Elect Mr. Johann Rupert as Director ISSUER NO N/A N/A
PROPOSAL #4.2: Elect Mr. Jean-Paul Aeschimann as ISSUER NO N/A N/A
Director
PROPOSAL #4.3: Elect Mr. Franco Cologni as a Director ISSUER NO N/A N/A
PROPOSAL #4.4: Elect Lord Douro as Director ISSUER NO N/A N/A
PROPOSAL #4.5: Elect Mr. Yves-Andre Istel as Director ISSUER NO N/A N/A
PROPOSAL #4.6: Elect Mr. Richard Lepeu as Director ISSUER NO N/A N/A
PROPOSAL #4.7: Elect Mr. Ruggero Magnoni as Director ISSUER NO N/A N/A
PROPOSAL #4.8: Elect Mr. Simon Murray as Director ISSUER NO N/A N/A
PROPOSAL #4.9: Elect Mr. Alain Dominique Perrin as ISSUER NO N/A N/A
Director
PROPOSAL #4.10: Elect Mr. Norbert Platt as Director ISSUER NO N/A N/A
PROPOSAL #4.11: Elect Mr. Alan Quasha as Director ISSUER NO N/A N/A
PROPOSAL #4.12: Elect Lord Clifton as Director ISSUER NO N/A N/A
PROPOSAL #4.13: Elect Mr. Jan Rupert as Director ISSUER NO N/A N/A
PROPOSAL #4.14: Elect Mr. Juergen Schrempp as Director ISSUER NO N/A N/A
PROPOSAL #4.15: Elect Mr. Martha Wikstrom as Director ISSUER NO N/A N/A
PROPOSAL #5.: Ratify PricewaterhouseCoopers as the ISSUER NO N/A N/A
Auditors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE FINANCIERE RICHEMONT SA, GENEVE
TICKER: N/A CUSIP: H25662141
MEETING DATE: 10/8/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve: a) the cancellation of all of ISSUER NO N/A N/A
the 1,914,000 existing shares and reduction of the
current issued share capital the Company by an amount
EUR 215,000,000 against transfer to Compagnie
Financiere Richemont S.A. of the entire luxury
business of the Company; b) to simultaneously convert
the Company into a Partnership Limited by shares
[Societe en Commandite Par Actions] qualifying as a
Securitization Company under the Law of 22 MAR 2004
on securitization and to simultaneously convert the
participation reserve of EUR 645,000,000 into capital
and of the 574,200,000 participation certificates
into new ordinary shares; c) to increase the capital
by a further amount of EUR 1,123 against the issue of
1,000 Management shares to Reinet Investments
Managers S.A. [the Manager]; d) to adopt the New
Articles of Incorporation, including a New Objects
Clause as specified; and e) to adopt a new name:
Reinet Investments S.C.A.
PROPOSAL #2.: Elect Messrs. Yves-Andre Istel, Ruggero ISSUER NO N/A N/A
Magnoni, Alan Quasha and Jurgen Schrempp as the
Members of the Board of Overseers until the holding
of the OGM of the shareholders of the Company to be
held by 30 SEP 2009
PROPOSAL #3.: Authorize the Manager, from time to ISSUER NO N/A N/A
time, to purchase, acquire or receive, in the name of
the Company, shares in the Company up to 10% of the
issued share capital from time to time, over the
stock exchange or in privately negotiated
transactions or otherwise, and in the case of
acquisitions for value, at a purchase price being [a]
no less than 80% of the lowest stock price over the
30 days preceding the date of the purchase and [b] no
more than [i] the higher of 5% above the average
market value of the company's ordinary shares for the
5 business days prior to the day the purchase is
made and [ii] a price higher than the higher of the
price of the last independent trade and the highest
current independent bid on the trading venues where
the purchase is to be carried out and on such terms
as shall be determined by the Manager, provided such
purchase is in conformity with Article 49-2 of the
Luxembourg Law of 10 AUG 1915, as amended, and with
applicable laws and regulations; [Authority expires
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE FINANCIERE RICHEMONT SA, GENEVE
TICKER: N/A CUSIP: H25662141
MEETING DATE: 10/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the restructuring of the ISSUER NO N/A N/A
business of the Company
PROPOSAL #2.: Amend the Articles of Association of ISSUER NO N/A N/A
the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIE GENERALE D'OPTIQUE ESSILOR INTERNATIONAL SA, C
TICKER: N/A CUSIP: F31668100
MEETING DATE: 5/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the management report of the ISSUER YES FOR FOR
Board of Directors, the report of the Chairman's
Board of Directors and the Auditors' report, the
Company's financial statements for the year 2008 of
the Parent-Company as presented, showing an income of
EUR 239,156,379.35
PROPOSAL #O.2: Approve the group management report of ISSUER YES FOR FOR
the Board of Directors and the Auditors' reports,
the consolidated financial statements for the said
FY, in the form presented to the meeting, showing a
net income of EUR 388,811,000.00 of which EUR
382,356,000.00 is the group share
PROPOSAL #O.3: Approve that the income for the FY be ISSUER YES FOR FOR
appropriated as follows: income for the FY: EUR
239,156,379.35, retained earnings from previous year:
EUR 3,449,322.32, legal reserve: EUR 0.00, total to
be distributed: EUR 242,605,701.67, special reserve
on long term capital gains: EUR 0.00, statutory
dividend: EUR 2,335,750.30, additional dividend: EUR
134,393,434.92, i.e., global dividend: EUR
136,629,185.22, other reserves: EUR 101,400,000.00,
retained earnings: EUR 4,576,516.45; the shareholders
will receive a net dividend of EUR 0.66 per share
for the 211,019,922 ordinary shares of a par value of
EUR 0.18 each, and will entitle to the 40% deduction
provided by the French General Tax Code; this
dividend will be paid on 26 MAY 2009; in the event
that the Company holds some of its own shares on such
date, the amount of the unpaid dividend on such
shares shall be allocated to the retained earnings
account; as required by Law
PROPOSAL #O.4: Approve the management report and the ISSUER YES AGAINST AGAINST
special report of the Auditors on transactions or
agreements governed by Article L.225-38 of the French
Commercial Code, the new agreement in said reports
regarding the indemnity to be granted by the Company
in the event of Mr. Hubert Sagnieres' breach of
employment contract, Executive Vice President
PROPOSAL #O.5: Approve the special report of the ISSUER YES AGAINST AGAINST
Auditors on transactions or agreements governed by
the Article L.225-38 of the French Commercial Code,
the said report and the transactions or agreements
referred to therein
PROPOSAL #O.6: Ratify the co-optation of Mr. Yves ISSUER YES AGAINST AGAINST
Gillet , to replace Mr. Serge Zins as a Director,
until the shareholders' meeting called to approve the
financial statements for the FY 2009
PROPOSAL #O.7: Approve to renews the appointment of ISSUER YES AGAINST AGAINST
Mr. Olivier Pecoux as a Director for a 3-year period
PROPOSAL #O.8: Appoint Mr. Benoit Bazin as a ISSUER YES AGAINST AGAINST
Director, for a 3-year period
PROPOSAL #O.9: Appoint Mr. Bernard Hours as a ISSUER YES AGAINST AGAINST
Director, for a 3-year period
PROPOSAL #O.10: Appoint Mr. Antoine Bernard De ISSUER YES AGAINST AGAINST
Sainte-Affrique as a Director, for a 3-year period
PROPOSAL #O.11: 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 70.00, minimum sale price: EUR
15.00, maximum number of shares to be acquired: 10%
of the share capital; this delegation may be used
during periods when cash or stock tender offers are
in effect for the Company's shares; [Authority
expires for a 18-month period]
PROPOSAL #E.12: Authorize the Board of Directors to ISSUER YES FOR FOR
proceed, when cash or stock tender offers may be in
effect, in 1 or more issues, with the issuance of
warrants giving the right to subscribe shares of the
Company to be free allocated to all of the Company's
shareholders; and to increase the capital up to a
limit of 25% of the share capital; 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 raise the legal
reserve to one-tenth of the new capital after each
increase; this authorization supersedes any and all
earlier authorizations to the same effect and
replaces the 1 granted by the shareholders' meeting
of 14 MAY 2008
PROPOSAL #E.13: Grants full powers to the bearer of ISSUER YES FOR FOR
an original, a copy or extract of the minutes of this
meeting to carry out all filings, publications and
other formalities prescribed by Law
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CIGNA CORPORATION
TICKER: CI CUSIP: 125509109
MEETING DATE: 4/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: H. EDWARD HANWAY ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: JOHN M. PARTRIDGE ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JAMES E. ROGERS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: ERIC C. WISEMAN 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 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CINCINNATI BELL INC.
TICKER: CBB CUSIP: 171871106
MEETING DATE: 5/1/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: BRUCE L. BYRNES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAKKI L. HAUSSLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK LAZARUS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CRAIG F. MAIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEX SHUMATE ISSUER YES FOR FOR
PROPOSAL #02: THE APPROVAL OF A PROPOSAL TO AMEND THE ISSUER YES FOR FOR
CINCINNATI BELL INC. 2007 LONG TERM INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR
ISSUANCE UNDER THE 2007 LONG TERM INCENTIVE PLAN BY
10,000,000 COMMON SHARES AND TO MODIFY THE LIMITS OF
CERTAIN AWARD TYPES, INCLUDING FULL VALUE SHARE
AWARDS, THAT MAY BE GRANTED UNDER THE 2007 LONG TERM
PROPOSAL #03: 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 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITIGROUP INC.
TICKER: C CUSIP: 172967101
MEETING DATE: 4/21/2009 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: JOHN M. DEUTCH ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: JERRY A. ISSUER YES FOR FOR
GRUNDHOFER
PROPOSAL #1E: ELECTION OF DIRECTOR: ANDREW N. LIVERIS ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: ANNE M. MULCAHY ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: MICHAEL E. O'NEILL ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: VIKRAM S. PANDIT ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: LAWRENCE R. ISSUER YES FOR FOR
RICCIARDI
PROPOSAL #1K: ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR
PROPOSAL #1L: ELECTION OF DIRECTOR: ROBERT L. RYAN ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: ANTHONY M. ISSUER YES FOR FOR
SANTOMERO
PROPOSAL #1N: ELECTION OF DIRECTOR: WILLIAM S. ISSUER YES FOR FOR
THOMPSON, JR.
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
KPMG LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2009.
PROPOSAL #03: PROPOSAL TO APPROVE THE CITIGROUP 2009 ISSUER YES FOR FOR
STOCK INCENTIVE PLAN.
PROPOSAL #04: PROPOSAL TO APPROVE CITI'S 2008 ISSUER YES FOR FOR
EXECUTIVE COMPENSATION
PROPOSAL #05: STOCKHOLDER PROPOSAL REQUESTING A SHAREHOLDER YES AGAINST FOR
REPORT ON PRIOR GOVERNMENTAL SERVICE OF CERTAIN
PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING A SHAREHOLDER YES ABSTAIN AGAINST
REPORT ON POLITICAL CONTRIBUTIONS.
PROPOSAL #07: STOCKHOLDER PROPOSAL REQUESTING A SHAREHOLDER YES AGAINST FOR
REPORT ON PREDATORY CREDIT CARD PRACTICES.
PROPOSAL #08: STOCKHOLDER PROPOSAL REQUESTING THAT SHAREHOLDER YES AGAINST FOR
TWO CANDIDATES BE NOMINATED FOR EACH BOARD POSITION.
PROPOSAL #09: STOCKHOLDER PROPOSAL REQUESTING A SHAREHOLDER YES ABSTAIN AGAINST
REPORT ON THE CARBON PRINCIPLES.
PROPOSAL #10: STOCKHOLDER PROPOSAL REQUESTING THAT SHAREHOLDER YES AGAINST FOR
EXECUTIVE OFFICERS RETAIN 75% OF THE SHARES ACQUIRED
THROUGH COMPENSATION PLANS FOR TWO YEARS FOLLOWING
TERMINATION OF EMPLOYMENT.
PROPOSAL #11: STOCKHOLDER PROPOSAL REQUESTING SHAREHOLDER YES AGAINST FOR
ADDITIONAL DISCLOSURE REGARDING CITI'S COMPENSATION
CONSULTANTS.
PROPOSAL #12: STOCKHOLDER PROPOSAL REQUESTING THAT SHAREHOLDER YES AGAINST FOR
STOCKHOLDERS HOLDING 10% OR ABOVE HAVE THE RIGHT TO
CALL SPECIAL SHAREHOLDER MEETINGS.
PROPOSAL #13: STOCKHOLDER PROPOSAL REQUESTING SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CITY LODGE HOTELS LTD
TICKER: N/A CUSIP: S1714M114
MEETING DATE: 11/6/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and approve the financial ISSUER YES FOR FOR
statements for the YE 30 JUN 2008
PROPOSAL #2.: Re-appoint KPMG Inc. as the Independent ISSUER YES FOR FOR
Auditors of the Company for the ensuing year and
authorize the Directors to determine the Auditors'
remuneration
PROPOSAL #3.1: Re-elect Mr. I.N. Matthews as a ISSUER YES FOR FOR
Director, who retire by rotation in accordance with
the provisions of the Articles of Association
PROPOSAL #3.2: Re-elect Mr. B.T. Ngcuka as a ISSUER YES FOR FOR
Director, who retire by rotation in accordance with
the provisions of the Articles of Association
PROPOSAL #3.3: Re-elect Dr. K.I.M. Shongwe as a ISSUER YES FOR FOR
Director, who retire by rotation in accordance with
the provisions of the Articles of Association
PROPOSAL #4.1: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 to the Chairman of the Board,
ZAR460,000
PROPOSAL #4.2: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 for their services as the
Directors, ZAR90,000 each
PROPOSAL #4.3: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 to the Chairman of the Audit
Committee, ZAR79,350
PROPOSAL #4.4: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 for their services as the
Members of the Audit Committee, ZAR38,000 each
PROPOSAL #4.5: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 to the Chairman of the
remuneration Committee, ZAR68,800
PROPOSAL #4.6: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 for their services as the
Members of the remuneration Committee, ZAR33,000 each
PROPOSAL #4.7: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 to the Chairman of the Risk
Committee, ZAR54,200
PROPOSAL #4.8: Approve the annual fees payable to the ISSUER YES FOR FOR
Non-executive Directors with effect from the year
beginning 01 JUL 2008 for their services as the
Members of the Risk Committee, ZAR26,000 each
PROPOSAL #5.S.1: Authorize the Directors to approve ISSUER YES FOR FOR
and implement the acquisition by the Company [or a
subsidiary of the Company] of shares issued by the
Company by way of a general authority, [Authority
expires at the earlier of the conclusion of the until
the Company's next AGM or 15 months], whichever
period is the shorter in terms of the Companies Act,
and the Listings Requirements of the JSE Limited [the
JSE] which provide, inter alia, that the Company may
only make a general repurchase of its shares subject
to: the repurchase being implemented through the
order book operated by the JSE trading system,
without prior understanding or arrangement between
the Company and the Counterparty; authorize the
Company thereto by its Articles of Association;
repurchases not being made at a price greater than
10% above the weighted average of the market value of
tile shares for the 5 [live] business days
immediately preceding the date on which the
transaction was effected; an announcement being
published as soon as the Company has repurchased
ordinary shares constituting, on a cumulative basis,
3% of the initial number of ordinary shares, and for
each 3% in aggregate of the initial number of
ordinary shares repurchased thereafter, containing
full details of such repurchases; repurchases not
exceeding 20% in aggregate of the Company's issued
ordinary share capital in any 1 FY; the Company's
sponsor confirming the adequacy of the Company's
working capital for purposes of undertaking the
repurchase of shares in writing to the JSE upon
entering the market to proceed with the repurchase;
the Company remaining in compliance with this
resolution of the JSE Listings Requirements
concerning shareholder spread after such repurchase;
the Company and/or its subsidiaries not repurchasing
securities during a prohibited period as specified of
JSE Listings Requirements; and the Company only
appointing one agent to effect any repurchases on its
behalf and the Directors, having considered the
effects of the repurchase of the maximum number of
ordinary shares in terms of the a foregoing general
authority, are of the opinion that for a period of 12
months after the date of the notice of the AGM: the
Company and its subsidiaries will be able, in the
ordinary course of business, to pay its debts; the
consolidated assets of the Company and its
subsidiaries, fairly valued in accordance with
generally accepted accounting practice, will exceed
the consolidated liabilities of the Company; and the
Company's and its subsidiaries ordinary share
capital, reserves and working capital will be
adequate for ordinary business purposes as specified
and the Directors have no specific intention, at
present, for the Company to repurchase any of its
shares but consider that such a general authority
should be put in place should an opportunity present
itself to do so during the year, which is in the best
interests of the Company and its shareholders and
PROPOSAL #6.O.1: Authorize any 1 Director or the ISSUER YES FOR FOR
Company Secretary of the Company to do all such
things and sign all such documents and take all such
action as they consider necessary to implement the
resolutions as specified in this notice convening
this AGM at which this ordinary resolution will be
considered
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ISSUER: CLARIANT AG
TICKER: N/A CUSIP: H14843165
MEETING DATE: 4/2/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the 2008 Annual Report, ISSUER YES FOR FOR
including the compensation report, Clariant Ltds
financial statements, the groups Consolidated
financial feport, acknowledgement of the reports of
the Company's Auditors
PROPOSAL #2.: Grant Discharge to the organs of the ISSUER YES FOR FOR
Company
PROPOSAL #3.: Approve the Allocation of the annual ISSUER YES FOR FOR
result of the holding Company Clariant Ltd
PROPOSAL #4.1: Approve to Increase the conditional ISSUER YES FOR FOR
capital
PROPOSAL #4.2: Approve the reduction of the term of ISSUER YES FOR FOR
the Members of the Board Of Directors to 3 years
PROPOSAL #4.3: Approve the editorial amendments of ISSUER YES FOR FOR
the Articles of Association
PROPOSAL #5.: Elect the Board Of Directors, re-elect ISSUER YES FOR FOR
Dr. Klaus Jenny
PROPOSAL #6.: Re-elect the Company's Auditors 2009 ISSUER YES FOR FOR
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ISSUER: CLEAR CHANNEL COMMUNICATIONS, INC.
TICKER: CCU CUSIP: 184502102
MEETING DATE: 7/24/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVE THE 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, 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 THEIR
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.
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ISSUER: CLEVELAND-CLIFFS INC
TICKER: CLF CUSIP: 185896107
MEETING DATE: 10/3/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: CONTROL SHARE ACQUISITION PROPOSAL: A ISSUER YES AGAINST FOR
RESOLUTION OF CLEVELAND- CLIFFS' SHAREHOLDERS
AUTHORIZING THE CONTROL SHARE ACQUISITION OF
CLEVELAND-CLIFFS COMMON SHARES PURSUANT TO THE
ACQUIRING PERSON STATEMENT OF HARBINGER CAPITAL
PARTNERS MASTER FUND I, LTD. AND HARBINGER CAPITAL
PARTNERS SPECIAL SITUATIONS FUND, L.P. DATED AUGUST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CLEVELAND-CLIFFS INC
TICKER: CLF CUSIP: 185896107
MEETING DATE: 10/3/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: HARBINGER SHARE ACQUISITION PROPOSAL. A SHAREHOLDER NO N/A N/A
RESOLUTION OF CLEVELAND-CLIFFS' SHAREHOLDERS
AUTHORIZING THE CONTROL SHARE ACQUISITION OF
CLEVELAND-CLIFFS COMMON SHARES PURSUANT TO THE
ACQUIRING PERSON STATEMENT OF HARBINGER CAPITAL
PARTNERS MASTER FUND I, LTD. AND HARBINGER CAPITAL
PARTNERS SPECIAL SITUATIONS FUND, L.P. DATED AUGUST
PROPOSAL #02: AUTHORITY TO VOTE FOR ADJOURNMENT. SHAREHOLDER NO N/A N/A
AUTHORIZATION TO VOTE FOR THE ADJOURNMENT OF THE
SPECIAL MEETING IF DEEMED DESIRABLE BY HARBINGER TO
ALLOW ADDITIONAL TIME FOR THE SOLICITATION OF PROXIES
AND COMPLETION OF CERTIFICATIONS TO ASSURE A QUORUM
AND, IF POSSIBLE, A VOTE AT THE SPECIAL MEETING IN
FAVOR OF THE HARBINGER SHARE ACQUISITION PROPOSAL.
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ISSUER: CLICKS GROUP LIMITED
TICKER: N/A CUSIP: S5549H125
MEETING DATE: 5/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #s.1: Amend Section 44 of the Companies Act ISSUER YES FOR FOR
1973 (Act 61 of 1973) (Companies Act), the name of
the Company changed from New Clicks Holdings Limited
to Clicks Group Limited, with effect from the date of
registration of this special resolution number I by
the Registrar of Companies and that the Memorandum of
Association of the Company
PROPOSAL #s.2: Amend by the insertion of Article 141 ISSUER YES FOR FOR
after existing Article 140 of the Articles of
Association of the Company
PROPOSAL #s.3: Amend the Articles of Association of ISSUER YES FOR FOR
the Company as specified
PROPOSAL #s.4: Authorize the Directors as a specific ISSUER YES FOR FOR
approval in terms of Section 85 of the Companies Act,
as amended and in terms of the Listings Requirements
of the JSE, to approve and implement the repurchase,
at the offer price [being the volume weighted
average traded price of the company's ordinary shares
on the JSE over the 5 trading days commencing on
Monday, 18 MAY 2009, and ending on Friday, 22 MAY
2009 plus a 5% premium thereon] of the New Clicks
shares of those odd lot holders who elect, pursuant
to the odd lot offer [the details of which are
contained in this circular to shareholders dated
Monday, 4 MAY 2009], to sell their odd lot holding to
the Company or who do not make an election, and
which ordinary shares will be cancelled as issued
shares delisted and restored to the status of
PROPOSAL #s.5: Authorize the Directors a specific ISSUER YES FOR FOR
approval in terms of 5.67 of the Listings
Requirements of the JSE, to approve and implement the
allotment and issue for cash of a maximum of 700 000
of the authorized but unissued shares in the capital
of the Company to New Clicks South Africa Limited,
in 1 or more tranches, prior to the next AGM of the
Company, for a subscription consideration of ZAR 0.0l
and a premium thereon of ZAR 356.99 each, and on the
terms as contained in the circular to shareholders
dated Monday 04 MAY 2009, (the Specific Issuance)
subject to the Companies Act and the Articles of
Association of the Company and the Listings
Requirements of the JSE as presently constituted and
as they may be amended from time to time; the
specific issuance is a specific repurchase of
securities as contemplated by 5.67 of the Listings
PROPOSAL #o.1: Authorize the Directors of the Company ISSUER YES FOR FOR
to empowered, to make and implement an odd lot o to
shareholders holding less than 100 ordinary shares in
the Company on Friday, 26 JUN 2009 according to the
terms and conditions of an odd lot offer contained in
the circular to shareholders dated Monday, 04 MAY
2009 which has been approved by the JSE
PROPOSAL #o.2: Authorize the Directors of the Company ISSUER YES FOR FOR
by way of a specific authority to issue for cash of
a maximum of 700 000 (seven hundred thousand)
authorized, but unissued shares in the capital of the
Company to New Clicks South Africa (Ety) Limited for
a subscription consideration of ZAR 0.01 (one cent)
and a premium thereon of ZAR 356.99 each, to be
issued and allotted by the Directors in 1 or more
tranches, prior to the next AGM of the Company,
subject to the Companies Act, the Articles of
Association of the Company and the Listings
Requirements of the JSE as presently constituted and
as they may be amended from time to time
PROPOSAL #o.3: Authorize the Director or Officer of ISSUER YES FOR FOR
the Company to take all such steps and sign all such
documents as are necessary to give effect to the
resolutions passed at this general meeting
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ISSUER: COLOPLAST A/S, HUMLEBAEK
TICKER: N/A CUSIP: K16018184
MEETING DATE: 12/17/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Directors' report on the ISSUER YES FOR FOR
activities of the Company in the past FY
PROPOSAL #2.: Receive and adopt the audited annual ISSUER YES FOR FOR
report
PROPOSAL #3.: Approve the distribution of the profit ISSUER YES FOR FOR
according to the adopted annual report
PROPOSAL #4.a: Amend the Articles 3(1) and 4 B(1) of ISSUER YES FOR FOR
the Company's Articles of Association as specified
PROPOSAL #4.b: Approve to reduce the Company's share ISSUER YES FOR FOR
capital by a nominal amount of DKK 5 million of the
Company's holding of treasury shares and to cancel
these own shares, as specified; and amend, upon the
approval of the reduction of the Company's share
capital, Article 3(1) of the Articles of Association,
as specified
PROPOSAL #4.c: Approve the specified general ISSUER YES FOR FOR
guidelines for the Company's remuneration of the
Members of the Board of Directors and the Executive
Management
PROPOSAL #4.d: Authorize the Company's Board of ISSUER YES FOR FOR
Directors to allow the Company to acquire treasury
shares representing up to 10% of the share capital of
the Company pursuant to the provisions of Section 48
of the Danish Companies Act, the highest and lowest
amount to be paid for the shares is the price
applicable at the time of purchase +/- 10%;
[Authority expires at the AGM in 2009]
PROPOSAL #5.: Re-elect Messrs. Michael Pram ISSUER YES FOR FOR
Rasmussen, Niels Peter Louis-Hansen, Sven Hakan
Bjorklund, Per Magid, Attorney, Torsten E. Rasmussen,
Jorgen Tang-Jensen and Ms. Ingrid Wiik as the
PROPOSAL #6.: Re-elect PricewaterhouseCoopers ISSUER YES FOR FOR
Statsautoriseret Revisionsaktieselskab as the
Company's Auditor
PROPOSAL #7.: Any other business ISSUER NO N/A N/A
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ISSUER: COMMUNITY HEALTH SYSTEMS, INC.
TICKER: CYH CUSIP: 203668108
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF CLASS III DIRECTOR: JOHN A. ISSUER YES FOR FOR
CLERICO
PROPOSAL #1B: ELECTION OF CLASS III DIRECTOR: JULIA ISSUER YES FOR FOR
B. NORTH
PROPOSAL #1C: ELECTION OF CLASS III DIRECTOR: WAYNE ISSUER YES FOR FOR
T. SMITH
PROPOSAL #1D: ELECTION OF CLASS II DIRECTOR: JAMES S. ISSUER YES FOR FOR
ELY III
PROPOSAL #02: PROPOSAL TO APPROVE THE 2000 STOCK ISSUER YES FOR FOR
OPTION AND AWARD PLAN, AMENDED AND RESTATED AS OF
MARCH 24, 2009.
PROPOSAL #03: PROPOSAL TO APPROVE THE 2004 EMPLOYEE ISSUER YES FOR FOR
PERFORMANCE INCENTIVE PLAN, AMENDED AND RESTATED AS
OF MARCH 24, 2009.
PROPOSAL #04: PROPOSAL TO APPROVE THE 2009 STOCK ISSUER YES FOR FOR
OPTION AND AWARD PLAN, ADOPTED AS OF MARCH 24, 2009.
PROPOSAL #05: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
2009.
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ISSUER: COMPAGNIE DE SAINT-GOBAIN SA, PARIS-LA DEFENSE
TICKER: N/A CUSIP: F80343100
MEETING DATE: 6/4/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the unconsolidated accounts ISSUER YES FOR FOR
for the 2008 FY
PROPOSAL #O.2: Approve the consolidated accounts for ISSUER YES FOR FOR
the 2008 FY
PROPOSAL #O.3: Approve the distribution of profits ISSUER YES FOR FOR
and distribution of dividends
PROPOSAL #O.4: Approve the option for payment of ISSUER YES FOR FOR
dividends in shares
PROPOSAL #O.5: Approve the two agreements concluded ISSUER YES FOR FOR
between the COMPAGNIE DE SAINT-GOBAIN and BNP PARIBAS
referred to in Article L.225-38 of the Commercial
PROPOSAL #O.6: Authorize the Board of Directors to ISSUER YES FOR FOR
purchase the Company's shares
PROPOSAL #O.7: Appoint Mr. Gilles Schnepp as a Board ISSUER YES AGAINST AGAINST
Member to replace Mr. Gianpaolo Caccini
PROPOSAL #O.8: Approve the renewal of Mr. Gerhard ISSUER YES AGAINST AGAINST
Cromme's mandate as a Board Member
PROPOSAL #O.9: Approve the renewal of Mr. Jean-Martin ISSUER YES FOR FOR
Folz's mandate as a Board Member
PROPOSAL #O.10: Approve the renewal of Mr. Michel ISSUER YES AGAINST AGAINST
Pebereau's mandate as a Board Member
PROPOSAL #O.11: Approve the renewal of Mr. Jean-Cyril ISSUER YES FOR FOR
Spinetta's mandate as a Board Member
PROPOSAL #O.12: Ratify of the appointment of Mr. ISSUER YES AGAINST AGAINST
Frederic LEMOINE
PROPOSAL #E.13: Approve the renewal of the powers ISSUER YES FOR FOR
delegated to the Board of Directors to increase the
share capital by issuing, with maintenance of
preferential subscription rights, shares, and/or any
warrants giving access to the Company's capital or
subsidiaries, for a maximum nominal amount of EUR 780
millions (shares) and 3 billion of Euros (warrants
representing debt), with charging on these amounts on
those established in the 14th and 17th resolutions
PROPOSAL #E.14: Approve the renewal of the powers ISSUER YES AGAINST AGAINST
delegated to the Board of Directors to increase the
share capital by issuing, with cancellation of
preferential subscription rights but with the
priority period for shareholders, shares and/or any
warrants giving access to the Company's capital or
subsidiaries, or Company's shares which would give
the right to issue warrants if appropriate by the
subsidiaries, for a maximum nominal amount of EUR 295
millions (shares) and one and a half billion of
Euros (warrants representing debt), these amounts
will be charged respectively with those attached to
the thirteenth resolution
PROPOSAL #E.15: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
increase the number of securities to be issued in
case of excess demand during the execution of
increases of the share capital without preferential
subscription rights, in the legal limit of 15% of
initial issues and in the limit of the caps
corresponding to the 14th resolution
PROPOSAL #E.16: Approve the renewal of the ISSUER YES FOR FOR
authorization for the Board of Directors to increase
the share capital within the limit of 10% to
remunerate contributions in kind consisting of equity
securities or warrants giving access to capital, the
amounts of increase of capital and warrants to be
issued will be charged on the caps corresponding to
the 14th resolution
PROPOSAL #E.17: Approve the renewal of the ISSUER YES FOR FOR
authorization for the Board of Directors to increase
the share capital by incorporation of premiums,
reserves, profits or others, for a maximum nominal
amount of EUR 95 millions, that amount will be
charged on the established on the 13th resolution for
PROPOSAL #E.18: Approve the renewal of the ISSUER YES AGAINST AGAINST
authorization for the Board of Directors to issue
equity securities reserved for members of a Savings
Plan of the Group for a maximum nominal amount of EUR
95 millions
PROPOSAL #E.19: Approve the renewal of the ISSUER YES AGAINST AGAINST
authorization for the Board of Directors to grant
options to purchase or subscribe for shares, in the
limit of 3% of the share capital, the limit of 3% is
an overall cap for this resolution and for the 20th
resolution
PROPOSAL #E.20: Approve the renewal of the ISSUER YES AGAINST AGAINST
authorization for the Board of Directors to freely
allocate existing shares or to be issued, within the
limit of 1% of the share capital, that cap will be
charged on the established on the 19th resolution
which is an overall cap for these 2 resolutions
PROPOSAL #E.21: Approve the renewal of the powers ISSUER YES FOR FOR
delegated to the Board of Directors to cancel if
necessary up to 10% of the Company's shares
PROPOSAL #E.22: Approve the renewal of the powers ISSUER YES FOR FOR
delegated to the Board of Directors to issue shares
subscription warrants during a public offer on the
Company's securities, within the limit of a capital
increase of a maximum nominal amount of EUR 490
millions
PROPOSAL #E.23: Grant powers to the execution of ISSUER YES FOR FOR
decisions of the Assembly and for the formalities
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ISSUER: COMPAL ELECTRONICS INC
TICKER: N/A CUSIP: Y16907100
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: The 2008 business operations ISSUER NO N/A N/A
PROPOSAL #A.2: The 2008 audited reports ISSUER NO N/A N/A
PROPOSAL #A.3: The status of buyback treasury stock ISSUER NO N/A N/A
PROPOSAL #B.1: Approve the 2008 financial statements ISSUER YES FOR FOR
PROPOSAL #B.2: Approve the 2008 profit distribution, ISSUER YES FOR FOR
proposed cash dividend: TWD 1.5 per share
PROPOSAL #B.3: Approve the issuance of new shares ISSUER YES FOR FOR
from retained earnings, staff bonus and capital
reserves, proposed stock dividend: 2 for 1,000 shares
held, proposed 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: Approve to revise the procedures of ISSUER YES FOR FOR
asset acquisition or disposal
PROPOSAL #B.6: Approve to revise the procedures of ISSUER YES FOR FOR
endorsement and guarantee
PROPOSAL #B.7: Approve to revise the procedures of ISSUER YES FOR FOR
monetary loans
PROPOSAL #B81.1: Elect Mr. Hsu, Sheng- ISSUER YES AGAINST AGAINST
Hsiung/Shareholder No: 23 as a Director
PROPOSAL #B81.2: Elect Mr. Medica John ISSUER YES AGAINST AGAINST
Kevin/Shareholder No: 562334 as a Director
PROPOSAL #B81.3: Elect Mr. Chen, Jui- ISSUER YES AGAINST AGAINST
Tsung/Shareholder No: 83 as a Director
PROPOSAL #B81.4: Elect Mr. Hsu, Wen-Being/Shareholder ISSUER YES AGAINST AGAINST
No: 15 as a Director
PROPOSAL #B81.5: Elect Mr. Shen, Wen- ISSUER YES AGAINST AGAINST
Chung/Shareholder No: 19173 as a Director
PROPOSAL #B81.6: Elect Mr. Lin, Kuang-Nan/Shareholder ISSUER YES AGAINST AGAINST
No: 57 as a Director
PROPOSAL #B81.7: Elect Kinpo Electronics, ISSUER YES AGAINST AGAINST
Inc./Shareholder No: 85 as a Director
PROPOSAL #B81.8: Elect Mr. Chang, Yung- ISSUER YES AGAINST AGAINST
Ching/Shareholder No: 2024 as a Director
PROPOSAL #B81.9: Elect Mr. Wong, Chung- ISSUER YES AGAINST AGAINST
Pin/Shareholder No: 1357 as a Director
PROPOSAL #B8110: Elect Mr. Kung, Shao-Tsu/Shareholder ISSUER YES AGAINST AGAINST
No: 2028 as a Director
PROPOSAL #B8111: Elect Mr. Hsu, Chiung- ISSUER YES AGAINST AGAINST
Chi/Shareholder No: 91 as a Director
PROPOSAL #B8112: Elect Mr. Wea, Chi-Lin/Id No: ISSUER YES AGAINST AGAINST
J100196868 as a Director
PROPOSAL #B82.1: Elect Mr. Ko, Charng- ISSUER YES AGAINST AGAINST
Chyi/Shareholder No: 55 as a Supervisor
PROPOSAL #B82.2: Elect Mr. Chou, Yen-Chia/Shareholder ISSUER YES AGAINST AGAINST
No: 60 as a Supervisor
PROPOSAL #B82.3: Elect Mr. Hsu, Sheng- ISSUER YES AGAINST AGAINST
Chieh/Shareholder No: 3 as a Supervisor
PROPOSAL #B.9: Approve to release the prohibition on ISSUER YES FOR FOR
the Directors from participation in competitive
business
PROPOSAL #B.10: Other issues and extraordinary motions ISSUER YES AGAINST AGAINST
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ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PA
TICKER: N/A CUSIP: P8228H104
MEETING DATE: 4/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Elect the Member of the Board of ISSUER YES AGAINST AGAINST
Directors
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ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PA
TICKER: N/A CUSIP: P8228H104
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Ratify the codec option number ISSUER YES FOR FOR
200.2008, which deals with the annual leave of the
Executive officers of the Companies controlled by the
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ISSUER: COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PA
TICKER: N/A CUSIP: P8228H104
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: Approve to take cognizance of the ISSUER YES AGAINST AGAINST
accounts of the Administrators and financial
statements accompanied by the opinions of the finance
committee and External Auditors, relating to the
2008 FY, in accordance with the report of the
Administration, the balance sheet and corresponding
explanatory notes
PROPOSAL #II.: Approve the destination of the YE ISSUER YES FOR FOR
results of 2008
PROPOSAL #III.: Elect the Members of the Finance ISSUER YES AGAINST AGAINST
Committee
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ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIOPR CUSIP: 204412100
MEETING DATE: 12/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: THE APPROVAL FOR THE PROTOCOL AND ISSUER YES FOR FOR
JUSTIFICATION OF THE CONSOLIDARION OF MINERACAO ONCA
PUMA S.A. INTO VALE PURSUANT TO ARTICLES 224 AND 225
OF THE BRAZILIAN CORPORATE LAW.
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ACAL ISSUER YES FOR FOR
CONSULTORIA E AUDITOR S/S, THE EXPERTS HIRED TO
APPRAISE THE VALUE OF MINERACAO ONCA PUMA S.A.
PROPOSAL #03: TO DECIDE ON THE APPRAISAL REPORT, ISSUER YES FOR FOR
PREPARED BY THE EXPERT APPRAISERS.
PROPOSAL #04: THE APPROVAL FOR THE CONSOLIDATION OF ISSUER YES FOR FOR
MINERACAO ONCA PUMA S.A. INTO VALE, WITHOUT A CAPITAL
INCREASE OR THE ISSUANCE OF NEW VALE SHARES.
PROPOSAL #05: TO AMEND ARTICLE 1 OF VALE'S BY-LAWS IN ISSUER YES FOR FOR
ORDER TO REPLACE THE ACRONYM CVRD FOR VALE IN
ACCORDANCE WITH THE NEW GLOBAL BRAND UNIFICATION.
PROPOSAL #06: TO ADJUST ARTICLES 5 AND 6 OF VALE'S ISSUER YES FOR FOR
BY-LAWS TO REFLECT THE CAPITAL INCREASE RESOLVED IN
THE BOARD OF DIRECTORS MEETINGS HELD ON JULY 22, 2008
AND AUGUST 05, 2008.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPANHIA VALE DO RIO DOCE
TICKER: RIOPR CUSIP: 204412100
MEETING DATE: 4/16/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O1A: APPRECIATION OF THE MANAGEMENTS' ISSUER YES FOR FOR
REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING
PROPOSAL #O1B: PROPOSAL FOR THE DESTINATION OF ISSUER YES AGAINST AGAINST
PROFITS OF THE SAID FISCAL YEAR AND APPROVAL OF THE
INVESTMENT BUDGET FOR VALE
PROPOSAL #O1C: APPOINTMENT OF THE MEMBERS OF THE ISSUER YES WITHHOLD AGAINST
BOARD OF DIRECTORS V
PROPOSAL #O1D: APPOINTMENT OF THE MEMBERS OF THE ISSUER YES AGAINST AGAINST
FISCAL COUNCIL
PROPOSAL #O1E: ESTABLISHMENT OF THE REMUNERATION OF ISSUER YES FOR FOR
THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS
PROPOSAL #E2A: TO CHANGE THE LEGAL NAME OF THE ISSUER YES FOR FOR
COMPANY TO VALE S.A., WITH THE CONSEQUENT AMENDMENT
OF ARTICLE 1 OF VALE'S BY-LAWS IN ACCORDANCE WITH THE
NEW GLOBAL BRAND UNIFICATION
PROPOSAL #E2B: TO ADJUST ARTICLE 5 OF VALE'S BY-LAWS ISSUER YES FOR FOR
TO REFLECT THE CAPITAL INCREASE RESOLVED IN THE BOARD
OF DIRECTORS MEETINGS HELD ON JULY 22, 2008 AND
AUGUST 05, 2008
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COMPASS GROUP PLC, CHERTSEY SURREY
TICKER: N/A CUSIP: G23296182
MEETING DATE: 2/5/2009 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 Auditors' report thereon
PROPOSAL #2.: Receive and adopt the Directors' ISSUER YES FOR FOR
remuneration report
PROPOSAL #3.: Declare a final dividend on the ISSUER YES FOR FOR
ordinary shares
PROPOSAL #4.: Elect Mr. Tim Parker as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Re-elect Mr. Richard Cousins as a ISSUER YES FOR FOR
Director
PROPOSAL #6.: Re-elect Mr. Andrew Martin as a Director ISSUER YES FOR FOR
PROPOSAL #7.: Re-appoint Deloitte LLP as the Auditors ISSUER YES FOR FOR
PROPOSAL #8.: Authorize the Directors to agree the ISSUER YES FOR FOR
Auditors' remuneration
PROPOSAL #9.: Grant authority to allot shares ISSUER YES FOR FOR
[Section 80]
PROPOSAL #S.10: Grant authority to allot shares for ISSUER YES FOR FOR
cash [Section 89]
PROPOSAL #S.11: Grant authority to purchase shares ISSUER YES FOR FOR
PROPOSAL #12.: Approve the donations to EU political ISSUER YES FOR FOR
organizations
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: RICHARD L. ISSUER YES FOR FOR
ARMITAGE
PROPOSAL #1B: ELECTION OF DIRECTOR: RICHARD H. ISSUER YES FOR FOR
AUCHINLECK
PROPOSAL #1C: ELECTION OF DIRECTOR: JAMES E. ISSUER YES FOR FOR
COPELAND, JR.
PROPOSAL #1D: ELECTION OF DIRECTOR: KENNETH M. ISSUER YES FOR FOR
DUBERSTEIN
PROPOSAL #1E: ELECTION OF DIRECTOR: RUTH R. HARKIN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: HAROLD W. MCGRAW ISSUER YES FOR FOR
III
PROPOSAL #1G: ELECTION OF DIRECTOR: JAMES J. MULVA ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: HARALD J. NORVIK ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: WILLIAM K. REILLY ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: BOBBY S. SHACKOULS ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: VICTORIA J. ISSUER YES FOR FOR
TSCHINKEL
PROPOSAL #1L: ELECTION OF DIRECTOR: KATHRYN C. TURNER ISSUER YES FOR FOR
PROPOSAL #1M: ELECTION OF DIRECTOR: WILLIAM E. WADE, ISSUER YES FOR FOR
JR.
PROPOSAL #02: PROPOSAL TO RATIFY APPOINTMENT OF ERNST ISSUER YES FOR FOR
& YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
PROPOSAL #03: PROPOSAL TO APPROVE 2009 OMNIBUS STOCK ISSUER YES FOR FOR
AND PERFORMANCE INCENTIVE PLAN.
PROPOSAL #04: UNIVERSAL HEALTH CARE PRINCIPLES. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #05: ADVISORY VOTE ON EXECUTIVE COMPENSATION. SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: POLITICAL CONTRIBUTIONS. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #07: GREENHOUSE GAS REDUCTION. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #08: OIL SANDS DRILLING. SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #09: DIRECTOR QUALIFICATIONS. SHAREHOLDER YES AGAINST FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONSECO, INC.
TICKER: CNO CUSIP: 208464883
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: DONNA A. JAMES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBRA J. PERRY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: C. JAMES PRIEUR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PHILIP R. ROBERTS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL T. TOKARZ ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R. GLENN HILLIARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: NEAL C. SCHNEIDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN G. TURNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOREEN A WRIGHT ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF THE SECTION 382 SHAREHOLDER ISSUER YES FOR FOR
RIGHTS PLAN.
PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
LONG-TERM INCENTIVE PLAN.
PROPOSAL #04: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF CONSECO FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CONSECO, INC.
TICKER: CNO CUSIP: 208464883
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROGER KEITH LONG SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM DONNA A JAMES SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM DEBRA J PERRY SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM C JAMES PRIEUR SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM MICHAEL T TOKARZ SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM R GLENN HILLIARD SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM NEAL C SCHNEIDER SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM JOHN G TURNER SHAREHOLDER NO N/A N/A
ELECTION OF DIRECTOR: MGTNOM DOREEN A WRIGHT SHAREHOLDER NO N/A N/A
PROPOSAL #02: APPROVAL OF THE SECTION 382 SHAREHOLDER SHAREHOLDER NO N/A N/A
RIGHTS PLAN.
PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED SHAREHOLDER NO N/A N/A
LONG-TERM INCENTIVE PLAN.
PROPOSAL #04: RATIFICATION OF THE APPOINTMENT OF SHAREHOLDER NO N/A N/A
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF CONSECO FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CORNING INCORPORATED
TICKER: GLW CUSIP: 219350105
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES B. FLAWS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES R. HOUGHTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES J. O'CONNOR ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DEBORAH D. RIEMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PETER F. VOLANAKIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MARK S. WRIGHTON ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS CORNING'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
ENDING DECEMBER 31, 2009.
PROPOSAL #03: SHAREHOLDER PROPOSAL REGARDING A SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTION MAJORITY VOTE STANDARD.
PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO THE SHAREHOLDER YES FOR AGAINST
ELECTION OF EACH DIRECTOR ANNUALLY.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: COSTCO WHOLESALE CORPORATION
TICKER: COST CUSIP: 22160K105
MEETING DATE: 1/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JAMES D. SINEGAL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY H. BROTMAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RICHARD A. GALANTI ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DANIEL J. EVANS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JEFFREY S. RAIKES ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CREDIT AGRICOLE SA, PARIS
TICKER: N/A CUSIP: F22797108
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the Company's financial ISSUER YES FOR FOR
statements for the YE 31 DEC 2008, as presented, and
the expenses and charges that were not Tax deductible
of EUR 157,353.00 with a corresponding Tax of EUR
54,177.00
PROPOSAL #O.2: Approve the consolidated financial ISSUER YES FOR FOR
statements for the said FY, in the form presented to
the meeting
PROPOSAL #O.3: Approve the recommendations of the ISSUER YES FOR FOR
Board of Directors and resolves that the in come for
the FY of EUR 248,598,945.42, be appropriated as: it
resolves to fund to the legal reserve: EUR
12,429,947.27, it notes that the distributable
income, after the allocation to the legal reserve and
due to the positive balance on retained earnings of
EUR 5,133,758,198.11, amounts to EUR
5,369,927,196.26, the dividends are of EUR
1,001,854,123.20, the retained earnings will show a
new amount of EUR 4,368,073,073.06; the shareholders
will receive a net dividend of EUR 0.45 per share,
and will entitle to the 40% deduction provided by the
French Tax Code; this dividend will be paid on 23
JUN 2009; in the event that the Company 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; and
authorize the Board of Directors to proceed with this
registration; as required by law, it is reminded
that, for the last 3 FY, the dividends paid, were as:
EUR 0.94 for FY 2005, entitled to the 40% deduction,
EUR 1.15 for FY 2006, entitled to the 40% deduction,
EUR 1.20 for FY 2007, entitled to the 40% deduction
PROPOSAL #O.4: Approve to decide to grant to each ISSUER YES FOR FOR
shareholder an option granting the right to receive
the dividend payment in cash or in shares, as per the
conditions: this option will be effective from 27
MAY 2009 to 11 JUN 2009; after, the shareholders will
receive the dividend payment in cash as from 23 JUN
2009; if the dividend amount does not correspond to
an integer of shares, the shareholder will receive
the immediately lower number of shares with a
balancing cash adjustment; the new shares will be
created with dividend rights as of 01 JAN 2009
PROPOSAL #O.5: Approve, the special report of the ISSUER YES FOR FOR
Auditors on agreements governed by Articles L.225-38
ET sequence of the French Commercial Code, the said
report and the agreements referred to therein
PROPOSAL #O.6: Approve, the special report of the ISSUER YES FOR FOR
Auditors on regulated agreements, all the retirement
commitments in favor of Mr. Georges Pauget, General
Manager
PROPOSAL #O.7: Approve, the special report of the ISSUER YES FOR FOR
Auditors on regulated agreements, all the retirement
commitments in favor of Mr. Jean-Yves Hocher, Deputy
General Manager
PROPOSAL #O.8: Approve, the special report of the ISSUER YES FOR FOR
Auditors on regulated agreements, all the retirement
commitments in favor of Mr. Jacques Lenormand, Deputy
General Manager
PROPOSAL #O.9: Approve, the special report of the ISSUER YES FOR FOR
Auditors on regulated agreements, all the retirement
commitments in favor of Mr. Jean-Frederic De Leusse,
Deputy General Manager
PROPOSAL #O.10: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
the Mr. Sas Rue La Boe Tie as a Director for a 3-year
period
PROPOSAL #O.11: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
Mr. Gerard Cazals as a Director for a 3-year period
PROPOSAL #O.12: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
Mr. Noel Dupuy as a Director for a 3-year period
PROPOSAL #O.13: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
Mrs. Carole Giraud as a Director for a 3-year period
PROPOSAL #O.14: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
Mr. Dominique Lefebvre as a Director for a 3-year
period
PROPOSAL #O.15: Approve the appointment of Mr. ISSUER YES AGAINST AGAINST
Patrick Clavelou as a Director, to replace Mr.
Bernard Mary, for the remainder of Mr. Bernard Mary's
term of office, i.e. until the shareholders' meeting
called to approve the financial statements for the
FYE 31 DEC 2008
PROPOSAL #O.16: Approve to renew the appointment of ISSUER YES AGAINST AGAINST
Mr. Patrick Clavelou as a Director for a 3-year period
PROPOSAL #O.17: Appoint the Director, to replace Mr. ISSUER YES FOR FOR
Philippe Camus, for the remainder of Mr. Philippe
Camus' term of office, i.e. until the shareholders'
meeting called to approve the financial statements
for the FYE 31 DEC 2010
PROPOSAL #O.18: Approve to award total annual fees of ISSUER YES FOR FOR
EUR 950,000.00 to the Members of the Board of
PROPOSAL #O.19: Authorizes the Board of Directors to ISSUER YES FOR FOR
buy the Company's ordinary shares on the stock
market, subject to the conditions: maximum purchase
price: EUR 15.00, maximum number of shares to be
acquired: 10% of the total number of ordinary shares,
maximum funds invested in the share buybacks: EUR
2,000,000,010.00, which represents 133,333,334
ordinary shares; 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 the ordinary shares in the Company;
[Authority expires after 18-month period]; it
supersedes the fraction unused of the authorization
granted by the shareholders' meeting of may 21, 2008
PROPOSAL #O.20: Authorize to repurchase up to 10% of ISSUER YES AGAINST AGAINST
preference share capital, subject to approval of Item
23, 24, 36, or 37
PROPOSAL #E.21: Amend the Article 10.2 of Bylaws re: ISSUER YES FOR FOR
maximum number of terms for the Directors
PROPOSAL #E.22: Authorize the new class of preferred ISSUER YES AGAINST AGAINST
stock and amend Bylaws accordingly, subject to
approval of Item 23, 24, 36, or 37
PROPOSAL #E.23: Authorize the issuance of preferred ISSUER YES AGAINST AGAINST
stock with preemptive rights for up to aggregate
nominal amount of EUR 2,226,342,496, subject to
approval of Item 22
PROPOSAL #E.24: Authorize the issuance of preferred ISSUER YES AGAINST AGAINST
stock without preemptive rights for up to aggregate
nominal amount of EUR 2,226,342,496, subject to
approval of Item 22
PROPOSAL #E.25: Authorize the Board to increase ISSUER YES AGAINST AGAINST
capital in the event of additional demand related to
delegation submitted to shareholder vote above
PROPOSAL #E.26: Authorize the issuance of equity or ISSUER YES FOR FOR
equity linked securities with preemptive rights up to
aggregate nominal amount of EUR 3.3 billion
PROPOSAL #E.27: Authorize the issuance of equity or ISSUER YES FOR FOR
equity linked securities without preemptive rights up
to aggregate nominal amount of EUR 1 billion
PROPOSAL #E.28: Authorize the Board to increase ISSUER YES FOR FOR
capital in the event of additional demand related to
delegation submitted to shareholder vote above
PROPOSAL #E.29: Authorize the capital increase of up ISSUER YES FOR FOR
to 10% of issued capital for future acquisitions
PROPOSAL #E.30: Authorize the Board to set issue ISSUER YES AGAINST AGAINST
price for 10% of issued capital pursuant to issuance
authority without preemptive rights
PROPOSAL #E.31: Approve to set Global Limit for ISSUER YES AGAINST AGAINST
capital increase to result from issuance requests
under Items 23 through 30 at EUR 5.5 billion
PROPOSAL #E.32: Approve the issuance of securities ISSUER YES FOR FOR
convertible into debt up to an aggregate amount of
EUR 5 billion
PROPOSAL #E.33: Authorize the capitalization of ISSUER YES FOR FOR
reserves of up to EUR 1 billion for bonus issue or
increase in par value
PROPOSAL #E.34: Approve the Employee Stock Purchase ISSUER YES FOR FOR
Plan
PROPOSAL #E.35: Approve the Stock Purchase Plan ISSUER YES FOR FOR
reserved for international employees
PROPOSAL #E.36: Approve the Employee Preferred Stock ISSUER YES AGAINST AGAINST
Purchase Plan, subject to approval of Item 22
PROPOSAL #E.37: Approve Employee Preferred Stock ISSUER YES AGAINST AGAINST
Purchase Plan for International Employees, Subject to
approval of Item 22
PROPOSAL #E.38: Approve the reduction in share ISSUER YES FOR FOR
capital via cancellation of repurchased shares
PROPOSAL #E.39: Approve the reduction in share ISSUER YES AGAINST AGAINST
capital via cancellation of repurchased preference
PROPOSAL #E.40: Authorize the filing of required ISSUER YES FOR FOR
documents/other formalities
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ISSUER: CREDIT SUISSE GROUP
TICKER: N/A CUSIP: H3698D419
MEETING DATE: 4/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: Presentation of the annual report, ISSUER NO N/A N/A
parent company's 2008 financial statements, Group's
2008 consolidated financial statements and the
remuneration report.
PROPOSAL #1.2: Consultative vote on the remuneration ISSUER YES FOR FOR
report.
PROPOSAL #1.3: Approval of the annual report, parent ISSUER YES FOR FOR
company's 2008 financial statements and Group's 2008
consolidated financial statements.
PROPOSAL #2: Discharge of the acts of the Members of ISSUER YES FOR FOR
the Board of Directors and the Executive Board.
PROPOSAL #3: Appropriation of retained earnings. ISSUER YES FOR FOR
PROPOSAL #4.1: Increasing conditional capital for ISSUER YES FOR FOR
convertible and warrant bonds.
PROPOSAL #4.2: Renewing and increasing authorized ISSUER YES FOR FOR
capital.
PROPOSAL #5.1: Group's Independent auditor. ISSUER YES FOR FOR
PROPOSAL #5.2: Presence quorum for Board of ISSUER YES FOR FOR
Directors' resolutions.
PROPOSAL #5.3: Deletion of provisions concerning ISSUER YES FOR FOR
contributions in kind.
PROPOSAL #6.1.1: Re-elect Hans-Ulrich Doerig as ISSUER YES FOR FOR
Director.
PROPOSAL #6.1.2: Re-elect Walter B. Kielholz as ISSUER YES FOR FOR
Director.
PROPOSAL #6.1.3: Re-elect Richard E. Thornburgh as ISSUER YES FOR FOR
Director.
PROPOSAL #6.1.4: Elect Andreas Koopmann as Director. ISSUER YES FOR FOR
PROPOSAL #6.1.5: Elect Urs Rohner as Director. ISSUER YES FOR FOR
PROPOSAL #6.1.6: Elect John Tiner as Director. ISSUER YES FOR FOR
PROPOSAL #6.2: Election of the independent auditors. ISSUER YES FOR FOR
PROPOSAL #6.3: Election of special auditors. ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CRH PLC
TICKER: N/A CUSIP: G25508105
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the financial statement and ISSUER YES FOR FOR
report of Directors and the Auditors
PROPOSAL #2.: Declare a dividend ISSUER YES FOR FOR
PROPOSAL #3.a: Re-elect Mr. W.P. Egan as a Director ISSUER YES FOR FOR
PROPOSAL #3.b: Re-elect Mr. J.M. De Jong as a Director ISSUER YES FOR FOR
PROPOSAL #3.c: Re-elect Mr. M. Lee as a Director ISSUER YES FOR FOR
PROPOSAL #3.d: Re-elect Mr. G.A. Culpepper as a ISSUER YES FOR FOR
Director
PROPOSAL #3.e: Re-elect Mr. A. Manifold as a Director ISSUER YES FOR FOR
PROPOSAL #3.f: Re-elect Mr. W.I. O'mahony as a ISSUER YES FOR FOR
Director
PROPOSAL #3.g: Re-elect Mr. M.S. Towe as a Director ISSUER YES FOR FOR
PROPOSAL #4.: Approve the remuneration of the Auditors ISSUER YES FOR FOR
PROPOSAL #5.: Approve to increase the authorized ISSUER YES FOR FOR
share capital
PROPOSAL #6.: Grant authority to allot shares ISSUER YES FOR FOR
PROPOSAL #7.: Approve the disapplication of pre- ISSUER YES FOR FOR
emption rights
PROPOSAL #8.: Grant authority to purchase own ISSUER YES FOR FOR
ordinary shares
PROPOSAL #9.: Amend the Articles of Association re ISSUER YES FOR FOR
Treasury Shares
PROPOSAL #10.: Grant authority to re-issue Treasury ISSUER YES FOR FOR
Shares
PROPOSAL #11.: Grant authority to allot shares in ISSUER YES FOR FOR
lieu of cash dividends
PROPOSAL #12.: Approve the notice period for EGM ISSUER YES FOR FOR
PROPOSAL #13.: Amend the Articles of Association ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: CVB FINANCIAL CORP.
TICKER: CVBF CUSIP: 126600105
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: GEORGE A. BORBA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN A. BORBA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: RONALD O. KRUSE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: R.M. JACOBY, C.P.A. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CHRISTOPHER D. MYERS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES C. SELEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAN E. VACCARO ISSUER YES FOR FOR
ELECTION OF DIRECTOR: D. LINN WILEY ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG, ISSUER YES FOR FOR
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF
CVB FINANCIAL CORP. FOR THE YEAR ENDING DECEMBER 31,
PROPOSAL #03: ADVISORY VOTE TO APPROVE COMPENSATION ISSUER YES FOR FOR
OF NAMED EXECUTIVE OFFICERS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAI NIPPON PRINTING CO.,LTD.
TICKER: N/A CUSIP: J10584100
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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.: Appoint a Corporate Auditor ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAILY MAIL & GENERAL TRUST PLC, LONDON
TICKER: N/A CUSIP: G26236128
MEETING DATE: 2/11/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: To receive the Directors' report, the ISSUER NO N/A N/A
accounts and the Auditors' report for the FYE 28 SEP
2008
PROPOSAL #2.: To approve the remuneration report for ISSUER NO N/A N/A
the FYE 28 SEP 2008
PROPOSAL #3.: To declare a final dividend on the ISSUER NO N/A N/A
ordinary and 'A' ordinary non-voting shares
PROPOSAL #4.: To re-elect Mr. Fallon as a Director ISSUER NO N/A N/A
PROPOSAL #5.: To re-elect Mr. Balsemao as a Director ISSUER NO N/A N/A
PROPOSAL #6.: To confirm the appointment of Mr. ISSUER NO N/A N/A
Morgan as a Director
PROPOSAL #7.: To re-appoint Deloitte LLP as the ISSUER NO N/A N/A
Auditors
PROPOSAL #8.: To authorize the Directors to determine ISSUER NO N/A N/A
the Auditors remuneration
PROPOSAL #S.9: That the Company be and is hereby ISSUER NO N/A N/A
generally and unconditionally authorized to make
market purchases (within the meaning of Section
163[3] of the Companies Act 1985 [as amended] on the
London Stock Exchange of up to: a] an aggregate of
1,988,000 Ordinary shares of 12 pence each in its
share capital at not more than the lower of 5% above
the average of the middle market quotation taken from
the London Stock Exchange Daily Official List for
the 5 business days immediately preceding the date of
purchase and GBP 18.75 per share and at not less
than 12 pence per share [in each case exclusive of
expenses]; b] and that the authority conferred by
this resolution shall expire on the date of the AGM
next held after the passing of this resolution
[except in relation to the purchase of shares the
contract for which was concluded before such date and
which would or might be executed wholly or partly
after such date]; c] and that upon the passing of
this resolution, the resolution passed as Resolution
14 at the AGM on 06 FEB 2008 shall be of no further
PROPOSAL #S.10: That the Company be and is hereby ISSUER NO N/A N/A
generally and unconditionally authorized to make
market purchases [within the meaning of Section
163[3] of the Companies Act 1985 [as amended] on the
London Stock Exchange of up to: a] an aggregate of
37,269,000 'A' ordinary non-voting shares of 12
pence each in its share capital at not more than the
lower of 5% above the average of the middle market
quotation taken from the London Stock Exchange Daily
Official List for the 5 business days immediately
preceding the date of purchase and GBP 18.75 per
share and at not less than 12 pence per share [in
each case exclusive of expenses]; b] and that the
authority conferred by this resolution shall expire
on the date of the AGM next held after the passing of
this resolution [except in relation to the purchase
of shares the contract for which was concluded before
such date and which would or might be executed
wholly or partly after such date]; c] and that upon
the passing of this resolution, the resolution passed
as Resolution 15 at the AGM on 06 FEB 2008 shall be
of no further force or effect
PROPOSAL #11.: That the authority conferred on the ISSUER NO N/A N/A
Directors by Article 7.1 of the Company's Articles of
Association be renewed for a period expiring at the
next AGM of the Company after the date on which this
resolution is passed or on 11 MAY 2010 whichever is
the earlier, and for that period the Section 80
amount shall be GBP 1,927,110
PROPOSAL #S.12: That, subject to the passing of the ISSUER NO N/A N/A
Resolution numbered 11, the Directors be authorized
to allot securities for cash in accordance with the
power conferred on the Directors by (i) Article 7.2
of the Company's Articles of Association and to sell
treasury shares for cash, for a period expiring at
the end of the next AGM of the Company after the date
on which this resolution is passed or on 11 MAY
2010, whichever is the earlier, and for that period
the Section 89 amount is GBP 1,927,110
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAIMLER AG, STUTTGART
TICKER: N/A CUSIP: D1668R123
MEETING DATE: 4/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the Group financial
statements and Group annual report as well as the
report by the Board of Managing Directors pursuant to
Sections 289(4) and 315(4) of the German Commercial
PROPOSAL #2.: Resolution on the appropriation of the ISSUER YES FOR FOR
distributable profit of EUR 556,464,360.60 as
follows: payment of a dividend of EUR 0.60 per no-par
share ex-dividend and payable date:09 APR 2009
PROPOSAL #3.: Ratification of the Acts of the Board ISSUER YES FOR FOR
of Managing Directors
PROPOSAL #4.: Ratification of the Acts of the ISSUER YES FOR FOR
Supervisory Board
PROPOSAL #5.: Appointment of Auditors for the 2009 FY ISSUER YES FOR FOR
and the 2009 interim reports: KPMG AG, Berlin
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 the Company's share capital through the
Stock Exchange at prices not deviating more than 5%
from the market price of the shares or by way of a
public repurchase offer at prices not deviating more
than 10% from the market price of the shares, on or
before 08 OCT 2010, the Company shall be authorized
to use the shares in connection with Mergers and
Acquisitions, to offer the shares to Executive
Members of the Company or its affiliates within the
scope of the Stock Option Plan adopted by the general
meeting on 19 APR 2000, to use the shares as
employee shares for employees of the Company or its
affiliates or in so far as option or conversion
rights are exercised, and to retire the shares, in
these cases, share holders subscription rights shall
PROPOSAL #7.: Approval of the use of derivatives ISSUER YES FOR FOR
[call and put options] for the purpose of acquiring
own shares as per item 6
PROPOSAL #8.1.: Election to the Supervisory Board: ISSUER YES FOR FOR
Mr. Gerard Kleisterlee
PROPOSAL #8.2.: Election to the Supervisory Board: ISSUER YES FOR FOR
Mr. Manfred Schneider
PROPOSAL #8.3.: Election to the Supervisory Board: ISSUER YES FOR FOR
Mr. Lloyd G Trotter
PROPOSAL #8.4.: Election to the Supervisory Board: ISSUER YES FOR FOR
Mr. Bernhard Walter
PROPOSAL #8.5.: Election to the Supervisory Board: ISSUER YES FOR FOR
Mr. Lynton R Wilson
PROPOSAL #9.: Approval of the control and Profit ISSUER YES FOR FOR
Transfer Agreement with the Company's wholly owned
subsidiary Evobus GMBH, effective retroactively from
01 JAN of the FY in which the resolution is entered
into the commercial register, with duration of at
least 5 years
PROPOSAL #10.: Amendment to Section 16(1) of the Art ISSUER YES FOR FOR
of Association in accordance with the implementation
of the Shareholders Rights Act [ARUG], in respect of
the right of attendance and voting at shareholders
meetings being contingent upon shareholders being
registered in the Company's share register and
registering with the Company by the fourth day before
the meeting not counting the day of the assembly,
the amendment shall only be entered in the commercial
register if and when the ARUG comes into effect
PROPOSAL #11.: Creation of a new authorized capital ISSUER YES FOR FOR
the existing authorized capital I and II shall be
revoked, the Board of Managing Directors shall be
authorized to increase the Company's share capital by
up to EUR 1,000,000,000 through the issue of
registered no-par shares against payment in cash or
kind shareholders shall be granted subscription
rights except for residual amounts, Mergers and
Acquisitions, the satisfaction of option and
conversion rights, a capital increase against payment
in cash for up to 10% of the Company's share capital
if the shares are sold at a price not materially
below the market price of the shares, the Board of
Managing Directors shall limit the exclusion of
shareholders subscription rights to 20% of the
Company's share capital. correspondence amendment to
Section 3(2) of the Art of Association
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAINIPPON SUMITOMO PHARMA CO.,LTD.
TICKER: N/A CUSIP: J10542116
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Allow Use of ISSUER YES FOR FOR
Electronic Systems for Public Notifications, Approve
Minor Revisions Related to Dematerialization of
Shares and the Other Updated Laws and Regulations
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
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DAITO TRUST CONSTRUCTION CO.,LTD.
TICKER: N/A CUSIP: J11151107
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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 #4.1: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.2: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.3: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5.: Modification of resolution of Proposal ISSUER YES FOR FOR
7 (Issuance of stock acquisition rights to persons
other than shareholders with particularly favorable
conditions) at the 30th Ordinary General Meeting of
Shareholders
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DANSKE BANK AS
TICKER: N/A CUSIP: K22272114
MEETING DATE: 3/4/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.: Approve the allocation of profits or ISSUER YES ABSTAIN AGAINST
cover of losses as stated in the adopted annual report
PROPOSAL #B.1: Amend the election period of the ISSUER YES ABSTAIN AGAINST
Directors elected by the shareholders in general
meeting [see Article 15.2 of the Articles of
Association] to 1 year, as specified
PROPOSAL #B.2: Re-elect, if Resolution B.1 is ISSUER YES ABSTAIN AGAINST
adopted, Messrs. Alf Duch-Pedersen, Eivind Kolding,
Partner of the firm A.P. Meller, Henning
Christophersen, Partner at Kreab Brussels,Peter
Hojland, Mats Jansson, CEO of SAS AB, Niels Chr.
Nielsen, Professor of economics Majken Schultz,
Professor of organization Sten Scheibye, Claus
Vastrup, Professor of economics Birgit Aagaard-
Svendsen, Executive Vice President and CEO of J.
PROPOSAL #B.3: Approve, if Resolution B.1 is not ISSUER YES ABSTAIN AGAINST
adopted, that Messrs. Eivind Kolding, Peter Hojland,
Niels Chr. Nielsen, Majken Schultz will retire from
the Board of Directors in accordance with Article 15
of the Articles of Association; re-elect Messrs.
Eivind Kolding, Peter Hojland, Niels Chr. Nielsen and
Majken Schultz as the Directors
PROPOSAL #B.4: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: Approve that the Banks Board of Directors
must resign immediately under reference to Article 2
of the Articles of Association; what the Bank has
agreed to in respect of the bank package has nothing
to do with conducting banking business, and the Board
of Directors has therefore failed to comply with the
Articles of Association
PROPOSAL #C.: Re-appoint Grant Thornton, ISSUER YES ABSTAIN AGAINST
Statsautoriseret Revisionsaktieselskab and KPMG
Statsautoriseret Revisionspartnerselskab as the
External Auditors
PROPOSAL #D.: Authorize the Board of Directors, until ISSUER YES ABSTAIN AGAINST
the next AGM, to allow Danske Bank to acquire its
own shares by way of ownership or pledge up to an
aggregate nominal value of 10% of the Banks share
capital in accordance with Section 48 of the Danish
Companies Act; if shares are acquired in ownership,
the purchase price may not deviate by more than 10%
from the price quoted at the time of acquisition
PROPOSAL #E.: Approve the specified general ISSUER YES ABSTAIN AGAINST
guidelines for incentive pay to the Board of
Directors and the Executive Board
PROPOSAL #F.: Authorize the Board of Directors to ISSUER YES ABSTAIN AGAINST
allow the Bank, until 31 DEC 2009, to obtain a loan
in the form of hybrid core capital up to a total
amount equal to 35% of Danske Banks core capital,
including hybrid core capital, under the Danish Act
on State-Funded Capital Injections into Credit
Institutions; such a loan will be a subordinated
bullet loan with no maturity date as specified in the
Danish Financial Business Act and may be obtained by
issuing bonds or other instruments of debt entitling
the lender to interest at a rate which depends in
full or in part on the dividend payable on the Banks
shares; the loan will not confer any right on the
Banks shareholders in respect of pro rata subscription
PROPOSAL #G: Amend the Article 7.2 of the Banks ISSUER YES ABSTAIN AGAINST
Articles of Association as specified and approve to
insert a new Article 7.3 in the Banks Articles of
Association as specified
PROPOSAL #H.1: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: Amend the Article 1 of the Articles of
Association as specified
PROPOSAL #H.2: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: Amend the Article 15 of the Articles of
Association as specified
PROPOSAL #H.3: PLEASE NOTE THAT THIS IS A SHAREHOLDER ISSUER YES ABSTAIN AGAINST
PROPOSAL: Amend the Article 18 of the Articles of
Association as specified
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DANSKE BANK AS, COPENHAGEN
TICKER: N/A CUSIP: K22272114
MEETING DATE: 5/14/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #a.: Amend Article 6[1] of the Articles of ISSUER YES AGAINST AGAINST
Association as specified
PROPOSAL #b.: Approve that the specified new ISSUER YES FOR FOR
provision be included in Article 6 of the Articles of
Association as a new Sub-Article IV
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DARDEN RESTAURANTS, INC.
TICKER: DRI CUSIP: 237194105
MEETING DATE: 9/12/2008 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
PROPOSAL #02: TO APPROVE THE AMENDED DARDEN ISSUER YES FOR FOR
RESTAURANTS, INC. 2002 STOCK INCENTIVE PLAN.
PROPOSAL #03: TO RATIFY THE APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MAY 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DARLING INTERNATIONAL INC.
TICKER: DAR CUSIP: 237266101
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: RANDALL C. STUEWE ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: O. THOMAS ALBRECHT ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: C. DEAN CARLSON ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: MARLYN JORGENSEN ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: JOHN D. MARCH ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: CHARLES MACALUSO ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: MICHAEL URBUT ISSUER YES FOR FOR
PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG
LLP FOR THE FISCAL YEAR ENDING JANUARY 2, 2010.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD, SINGAPORE
TICKER: N/A CUSIP: Y20246107
MEETING DATE: 4/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and approve the Directors' ISSUER YES FOR FOR
report and audited accounts for the YE 31 DEC 2008
and the Auditors' report thereon
PROPOSAL #2.: Declare a one-tier tax exempt final ISSUER YES FOR FOR
dividend of 14 cents per ordinary share, for the YE
31 DEC 2008
PROPOSAL #3.A: Approve to sanction the amount of SGD ISSUER YES FOR FOR
1,475,281 proposed as Director's fees for 2008
PROPOSAL #3.B: Approve to sanction the amount of SGD ISSUER YES FOR FOR
2,000,000 proposed as special remuneration for Mr.
Koh Boon Hwee for 2008
PROPOSAL #4.: Re-appoint Messrs. ISSUER YES FOR FOR
PricewaterhouseCoopers as the Auditors of the Company
and authorize the Directors to fix their remuneration
PROPOSAL #5.A: Re-elect Mr. Koh Boon Hwee as a ISSUER YES FOR FOR
Director, who are retiring under Article 95 of the
Company's Articles of Association
PROPOSAL #5.B: Re-elect Mr. Christopher Cheng Wai ISSUER YES FOR FOR
Chee as a Director, who are retiring under Article 95
of the Company's Articles of Association
PROPOSAL #6.A: Re-elect Mr. Richard Daniel Stanley, ISSUER YES FOR FOR
as a Director, who are retiring under Article 101 of
the Company's Articles Association
PROPOSAL #6.B: Re-elect Ms. Euleen Goh Yiu Kiang, as ISSUER YES FOR FOR
a Director, who are retiring under Article 101 of the
Company's Articles Association
PROPOSAL #6.C: Re-elect Dr. Bart Joseph Broadman, as ISSUER YES FOR FOR
a Director, who are retiring under Article 101 of the
Company's Articles Association
PROPOSAL #7.: Re-appoint Mr. Andrew Robert Fowell ISSUER YES AGAINST AGAINST
Buxton as a Director pursuant to Section 153[6] of
the Companies Act, Chapter 50, to hold office from
the date of this AGM until the next AGM the Company
PROPOSAL #8.A: Authorize the Board of Directors of ISSUER YES FOR FOR
the Company to a] allot and issue from time to time
such number of ordinary shares in the capital of the
Company [DBSH ordinary shares] as may be required to
be issued pursuant to the exercise of options under
the DBSH share option plan; and b] offer and grant
awards in accordance with the provisions of the DBSH
share plan and to allot and issue from time to time
such number of DBSH ordinary shares as may be
required to be issued pursuant to the vesting of
awards under the DBSH share plan, provided always
that the aggregate number of new DBSH ordinary shares
to be issued pursuant to the exercise of options
granted under the DBSH share option plan and the
vesting of awards granted or to be granted under the
DBSH share plan shall not exceed 7.5% of the total
number of issued shares [excluding treasury shares]
in the capital of the Company from time to time
PROPOSAL #8.B: Authorize the Directors of the Company ISSUER YES FOR FOR
to a] [i] issue shares in the capital of the Company
[shares] whether by way of rights, bonus or
otherwise; and/or [ii] make or grant offers,
agreements or options [collectively, Instruments]
that might or would require shares to be issued,
including but not limited to the creation and issue
of [as well as adjustments to] warrants, debentures
or other instruments convertible into shares, at any
time and upon such terms and conditions and for such
purposes and to such persons as the Directors may in
their absolute discretion deem fit; and [b]
[notwithstanding the authority conferred by this
resolution may have ceased to be in force] issue
shares in pursuance of any instrument made or granted
by the Directors while this Resolution was in force,
provided that [1] the aggregate number of shares to
be issued pursuant to this resolution [including
shares to be issued in pursuance of instruments made
or granted pursuant to this Resolution] does not
exceed 50% of the total number of issued shares
[excluding treasury shares] in the capital of the
Company [as calculated in accordance with paragraph
[2] below], of which the aggregate number of shares
to be issued other than on a pro rata basis to
shareholders of the Company [including shares to be
issued in pursuance of instruments made or granted
pursuant to this resolution] does not exceed 10% of
the total number of issued shares [excluding treasury
shares] in the capital of the Company [as calculated
in accordance with paragraph [2] below]; [2]
[subject to such manner of calculation and
adjustments as may be prescribed by the Singapore
Exchange Securities Trading Limited [SGX-ST]] for the
purpose of determining the aggregate number of
shares that may be issued under paragraph [1] above,
the percentage of issued shares shall be based on the
total number of issued shares [excluding treasury
shares] in the capital of the Company at the time
this resolution is passed, after adjusting for [i]
new shares arising from the conversion or exercise of
any convertible securities or share options or
vesting of share awards which are outstanding or
subsisting at the time this resolution is passed; and
[ii] any subsequent bonus issue, consolidation or
subdivision of shares; [3] in exercising the
authority conferred by this Resolution, the Company
shall comply with the provisions of the listing
manual of the SGX-ST for the time being in force
[unless such compliance has been waived by the SGX-
ST] and the Articles of Association for the time
being of the Company; [Authority expires at the
earlier of the conclusion of the next AGM of the
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DBS GROUP HOLDINGS LTD, SINGAPORE
TICKER: N/A CUSIP: Y20246107
MEETING DATE: 4/8/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Authorize the Directors for the ISSUER YES FOR FOR
purposes of Sections 76C and 76E of the Companies
Act, Chapter 50 [the Companies Act], to purchase or
otherwise acquire issued ordinary shares in the
capital of DBSH [ordinary shares] not exceeding in
aggregate the maximum percentage [as specified], at
such price or prices as may be determined by the
Directors from time to time up to the maximum price
[as specified], whether by way of: [i] market
purchase[s] on the Singapore Exchange Securities
Trading Limited [SGX-ST] transacted through the
Central Limit Order Book trading system and/or any
other securities exchange on which the ordinary
shares may for the time being be listed and quoted
[Other Exchange]; and/or [ii] off-market purchase[s]
[if effected otherwise than on the SGX-ST or, as the
case may be, other exchange] in accordance with any
equal access scheme[s] as may be determined or
formulated by the Directors as they consider fit,
which scheme[s] shall satisfy all the conditions
prescribed by the Companies Act, and otherwise in
accordance with all other laws and regulations and
rules of the SGX-ST or, as the case may be, other
exchange as may for the time being be applicable,
[the share purchase mandate]; [Authority expires the
earlier of the date on which the next AGM of DBSH is
held and the date by which the next AGM of DBSH is
required by law to be held]; and to complete and do
all such acts and things [including executing such
documents as may be required] as they and/or he may
consider expedient or necessary to give effect to the
transactions contemplated and/or authorized by this
PROPOSAL #2.: Approve, pursuant to Rule 14.1 of the ISSUER YES FOR FOR
rules of the DBSH Share Plan [the Plan] and further
to the ordinary resolution passed by the Company in
general meeting on 21 APR 2003, the extension of the
duration of the Plan for a further period of 10 years
from 18 SEP 2009 up to 17 SEP 2019; and amend the
Rule 8.1 of the Plan as specified
PROPOSAL #S.3: Amend the Articles of Association ISSUER YES FOR FOR
PROPOSAL #4.: Authorize the Directors of the Company, ISSUER YES FOR FOR
contingent upon the passing of Resolution 3,
pursuant to Section 161 of the Companies Act, to
allot and issue from time to time such number of new
ordinary shares, new NRPS [as specified] and new RPS
[as specified] in the Company as may be required to
be allotted and issued pursuant to the DBSH Scrip
Dividend Scheme [as specified]
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DCC PLC
TICKER: N/A CUSIP: G2689P101
MEETING DATE: 7/18/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and consider the financial ISSUER YES FOR FOR
statements for the YE 31 MAR 2008, together with the
reports or the Directors and the Auditors thereon
PROPOSAL #2.: Approve to declare a final dividend of ISSUER YES FOR FOR
36.12 cent per share for the YE 31 MAR 2008
PROPOSAL #3.A: Re-elect Mr. Tony Barry as a Director ISSUER YES FOR FOR
PROPOSAL #3.B: Re-elect Mr. Tommy Breen as a Director ISSUER YES FOR FOR
PROPOSAL #3.C: Re-elect Mr. Roisin Brennan as a ISSUER YES FOR FOR
Director
PROPOSAL #3.D: Re-elect Mr. Michael Buckley as a ISSUER YES FOR FOR
Director
PROPOSAL #3.E: Re-elect Mr. Paddy Gallagher as a ISSUER YES FOR FOR
Director
PROPOSAL #3.F: Re-elect Mr. Maurice Keane as a ISSUER YES FOR FOR
Director
PROPOSAL #3.G: Re-elect Mr. Fergal O'Dwyer as a ISSUER YES FOR FOR
Director
PROPOSAL #3.H: Re-elect Mr. Bernard Somers as a ISSUER YES FOR FOR
Director
PROPOSAL #4.: Authorise the Directors to determine ISSUER YES FOR FOR
the remuneration of the Auditors
PROPOSAL #5.: Authorise the Directors to allot shares ISSUER YES FOR FOR
PROPOSAL #6.: Authorise the Directors to allot shares ISSUER YES FOR FOR
for cash otherwise than to existing shareholders in
certain circumstances
PROPOSAL #7.: Authorise the Directors to make market ISSUER YES FOR FOR
purchases of the Company's own shares
PROPOSAL #8.: Approve to fix the re-issue of the ISSUER YES FOR FOR
Company's shares held as treasury shares
PROPOSAL #9.: Amend the Articles of Association ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEBENHAMS PLC, LONDON
TICKER: N/A CUSIP: G2768V102
MEETING DATE: 6/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company
PROPOSAL #2.: Authorize the Directors of the Company ISSUER YES FOR FOR
to allot shares in connection with the capital raising
PROPOSAL #S.3: Approve to disapply statutory pre- ISSUER YES FOR FOR
emption rights
PROPOSAL #S.4: Approve the terms and implementation ISSUER YES FOR FOR
of the capital raising
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DEERE & COMPANY
TICKER: DE CUSIP: 244199105
MEETING DATE: 2/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: CRANDALL C. BOWLES ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: VANCE D. COFFMAN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: CLAYTON M. JONES ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: THOMAS H. PATRICK ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2009
PROPOSAL #03: STOCKHOLDER PROPOSAL #1 - ANNUAL ISSUER YES FOR FOR
ELECTION OF DIRECTORS
PROPOSAL #04: STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE SHAREHOLDER YES AGAINST FOR
ON EXECUTIVE COMPENSATION
PROPOSAL #05: STOCKHOLDER PROPOSAL #3 - SEPARATION OF SHAREHOLDER YES AGAINST FOR
CEO AND CHAIRMAN RESPONSIBILITIES
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DELL INC.
TICKER: DELL CUSIP: 24702R101
MEETING DATE: 7/18/2008 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: THOMAS W. LUCE, III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KLAUS S. LUFT ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALEX J. MANDL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL A. MILES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SAMUEL A. NUNN, JR. ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITOR ISSUER YES FOR FOR
PROPOSAL #03: APPROVAL OF EXECUTIVE ANNUAL INCENTIVE ISSUER YES FOR FOR
BONUS PLAN
PROPOSAL #SH1: REIMBURSEMENT OF PROXY EXPENSES SHAREHOLDER YES AGAINST FOR
PROPOSAL #SH2: ADVISORY VOTE ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR
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ISSUER: DELTA AIR LINES, INC.
TICKER: DAL CUSIP: 247361702
MEETING DATE: 6/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: RICHARD H. ISSUER YES FOR FOR
ANDERSON
PROPOSAL #1B: ELECTION OF DIRECTOR: ROY J. BOSTOCK ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN S. BRINZO ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: DANIEL A. CARP ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: JOHN M. ENGLER ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: MICKEY P. FORET ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: DAVID R. GOODE ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: PAULA ROSPUT ISSUER YES FOR FOR
REYNOLDS
PROPOSAL #1I: ELECTION OF DIRECTOR: KENNETH C. ROGERS ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: RODNEY E. SLATER ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: DOUGLAS M. ISSUER YES FOR FOR
STEENLAND
PROPOSAL #1L: ELECTION OF DIRECTOR: KENNETH B. WOODROW ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS DELTA'S INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2009.
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS.
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ISSUER: DENSO CORPORATION
TICKER: N/A CUSIP: J12075107
MEETING DATE: 6/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Approve Appropriation of Profits ISSUER YES FOR FOR
PROPOSAL #2: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
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 #4.1: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.2: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5: Allow Board to Authorize Use of Stock ISSUER YES FOR FOR
Options and Stock Option Plan
PROPOSAL #6: Approve Provision of Retirement ISSUER YES FOR FOR
Allowance for Corporate Auditors
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ISSUER: DEUTSCHE BANK AG, FRANKFURT AM MAIN
TICKER: N/A CUSIP: D18190898
MEETING DATE: 5/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the established Annual ISSUER NO N/A N/A
Financial Statements and Management Report (including
the comments on disclosure pursuant to paragraph 289
(4) German Commercial Code) for the 2008 financial
year, the approved Consolidated Financial Statements
and Management Report (including the comments on
disclosure pursuant to paragraph 315 (4) German
Commercial Code) for the 2008 financial year as well
as the Report of the Supervisory Board
PROPOSAL #2.: Appropriation of distributable profit ISSUER YES FOR FOR
PROPOSAL #3.: Ratification of the acts of management ISSUER YES FOR FOR
of the Management Board for the 2008 financial year
PROPOSAL #4.: Ratification of the acts of management ISSUER YES FOR FOR
of the Supervisory Board for the 2008 financial year
PROPOSAL #5.: Election of the auditor for the 2009 ISSUER YES FOR FOR
financial year, interim accounts
PROPOSAL #6.: Authorization to acquire own shares for ISSUER YES FOR FOR
trading purposes (paragraph 71 (1) No. 7 Stock
Corporation Act)
PROPOSAL #7.: Authorization to acquire own shares ISSUER YES FOR FOR
pursuant to paragraph 71 (1) No. 8 Stock Corporation
Act as well as for their use with the possible
exclusion of pre-emptive rights
PROPOSAL #8.: Amendment to the Articles of ISSUER YES FOR FOR
Association relating to the registration period for
the General Meeting
PROPOSAL #9.: Amendment to paragraph 19 (2) sentence ISSUER YES FOR FOR
3 of the Articles of Association to accord with the
rules of the Act on the Implementation of the
Shareholder Rights Directive
PROPOSAL #10.: Creation of new authorized capital ISSUER YES FOR FOR
(with the possibility of excluding pre-emptive
rights, also in accordance with paragraph 186 (3)
sentence 4 Stock Corporation Act) and amendment to
the Articles of Association
PROPOSAL #11.: Creation of new authorized capital for ISSUER YES FOR FOR
capital increases in cash or in kind (with the
possibility of excluding pre-emptive rights) and
amendment to the Articles of Association
PROPOSAL #12.: Creation of new authorized capital ISSUER YES FOR FOR
(with the possibility of excluding pre-emptive rights
for broken amounts as well as in favour of holders
of option and convertible rights) and amendment to
the Articles of Association
PROPOSAL #13.: Authorization to issue participatory ISSUER YES FOR FOR
notes with warrants and/ or convertible participatory
notes, bonds with warrants and convertible bonds
(with the possibility of excluding pre-emptive
rights), creation of conditional capital and
amendment to the Articles of Association
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ISSUER: DEUTSCHE LUFTHANSA AG, KOELN
TICKER: N/A CUSIP: D1908N106
MEETING DATE: 4/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the audited financial ISSUER NO N/A N/A
statements, the approved consolidated financial
statements, the management report for the Company and
the Group for the 2008 financial year as well as the
report of the Supervisory Board
PROPOSAL #2.: Appropriation of the distributable ISSUER YES FOR FOR
profit for the 2008 financial year
PROPOSAL #3.: Approval of Executive Board's acts for ISSUER YES FOR FOR
the 2008 financial year
PROPOSAL #4.: Approval of Supervisory Board's acts ISSUER YES FOR FOR
for the 2008 financial year
PROPOSAL #5.: Authorisation to purchase own shares ISSUER YES FOR FOR
PROPOSAL #6.: Creation of new Authorised Capital B ISSUER YES FOR FOR
for employee shares and a corresponding amendment to
the Articles of Association
PROPOSAL #7.: Amendment to the Articles of ISSUER YES FOR FOR
Association to abolish concessionary flights for
Supervisory Board members
PROPOSAL #8.: Appointment of auditors for the annual ISSUER YES FOR FOR
financial statements in the 2009 financial year
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ISSUER: DEUTSCHE POST AG, BONN
TICKER: N/A CUSIP: D19225107
MEETING DATE: 4/21/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the Group financial
statements and Group annual report as well as the
report by the Board of Managing Directors pursuant to
Sections 289(4) and 315(4) of the German Commercial
PROPOSAL #2.: Resolution on the appropriation of the ISSUER YES FOR FOR
distributable profit of EUR 1,093,186,345.76 as
follows: payment of a dividend of EUR 0.60 per no-par
share EUR 367,776,821.36 shall be carried forward
ex-dividend and payable date: 22 APR 2009
PROPOSAL #3.: Ratification of the acts of the Board ISSUER YES FOR FOR
of Managing Directors
PROPOSAL #4.: Ratification of the acts of the ISSUER YES FOR FOR
Supervisory Board
PROPOSAL #5.: Appointment of Auditors for the 2009 ISSUER YES FOR FOR
FY, the abbreviation 2009 FY and the interim report:
PricewaterhouseCoopers AG, Dusseldorf
PROPOSAL #6.: Authorization to acquire own shares, ISSUER YES FOR FOR
the Company shall be authorized to acquire own shares
of up to 10% of its share capital through the stock
exchange, at a price not deviating more than 10%.
from the market price of the shares, or by way of a
public repurchase offer to all shareholders, at a
price not deviating more than 15% from the market
price of the shares, on or before 30 SEP 2010, the
existing authorization to acquire own shares shall be
revoked when the above authorization comes into
effect, the Board of Managing Directors shall be
authorized to dispose of the shares in a manner other
than through the stock exchange or by way of a
public offer to all shareholders, to retire the
shares and to exclude shareholders' subscription
rights in connection with mergers and acquisitions,
for up to 10%. of the Company's share capital in
order to dispose of the shares against payment in
cash if the price at which the shares are sold is not
materially below the market price of the shares, for
the satisfaction of conversion and/or option rights,
and in order to use the shares as remuneration for
executive Members of the Company or its affiliates
PROPOSAL #7.: Approval of the use of derivatives ISSUER YES FOR FOR
[call and put options] for the purpose of acquiring
own shares as per item 6
PROPOSAL #8.: Resolution on the creation of new ISSUER YES FOR FOR
authorized capital, and the correspondence 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 240,000,000, through the
issue of up to 240,000,000 new registered no-par
shares against payment in cash or kind, on or before
20 APR 2014, shareholders shall be granted
subscription rights except for residual amounts and a
capital increase of up to 10% of the Company's share
capital if the new shares are issued at a price not
materially below their market price, the existing
authorization to increase the Company's share capital
shall be revoked when the authorized capital 2009
comes into effect, Section 5(2) of the Articles of
Association shall be amended accordingly, the
Supervisory Board shall be authorized to amend the
Articles of Association in accordance with the
implementation of the aforementioned authorization
PROPOSAL #9.a: Elections to the Supervisory Board Mr. ISSUER YES FOR FOR
Ulrich Schroeder
PROPOSAL #9.B: Elections to the Supervisory Board ISSUER YES FOR FOR
Mr.Henning Kagermann
PROPOSAL #9.C: Elections to the Supervisory Board ISSUER YES FOR FOR
Mr.Stefan Schulte
PROPOSAL #10.: Amendments to the Articles of ISSUER YES FOR FOR
Association a) Section 19(1), in respect of sentence
3 and 4 being deleted without replacement b) Section
19(2), in respect of proxy-voting instructions being
issued in writing, via a re-ply sheet issued by the
Company or on the website named in the invitation RE,
the use of electronic means of communication or a
written statement for the issue of proxy-voting
instructions c) Section 18(1), in respect of the
shareholders' meetings being held at the Company's
seat, at the seat of a German Stock Exchange or in a
town with more than 200,000 inhabitants
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ISSUER: DEUTSCHE TELEKOM AG
TICKER: N/A CUSIP: D2035M136
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the Group financial
statements and Group annual report as well as the
report by the Board of Managing Directors pursuant to
Sections 289(4) and 315(4) of the German Commercial
PROPOSAL #2.: Resolution on the appropriation of the ISSUER YES FOR FOR
distributable profit of EUR 5,297,162,661.31 as
follows: payment of a dividend of EUR 0.78 per no-par
share EUR 1,911,426,720.19 shall be carried forward
ex-dividend and payable date: may 01 MAY 2009
PROPOSAL #3.: Ratification of the Acts of the Board ISSUER YES FOR FOR
of Managing Directors
PROPOSAL #4.: Postponement of the ratification of the ISSUER YES FOR FOR
Acts of Klaus Zumwinkel, former Member of the
Supervisory Board, during the 2008 FY.
PROPOSAL #5.: Ratification of the Acts of the ISSUER YES FOR FOR
Supervisory Board the Acts of the Members of the
Supervisory Board during the 2008 FY shall be
ratified with the exception of Acts by Klaus Zumwinkel
PROPOSAL #6.: Appointment of Auditors a) for the 2009 ISSUER YES FOR FOR
FY PricewaterhouseCoopers AG, Frankfurt and Ernst &
Young AG, Stuttgart b) for the abbreviation 2009 FY
and the review of the interim report:
PricewaterhouseCoopers AG, Frankfurt and Ernst &
Young AG, Stuttgart
PROPOSAL #7.: Authorization to acquire own shares the ISSUER YES FOR FOR
Board of Managing Directors shall be authorized,
with the consent of the Supervisory Board, to acquire
shares of the Company of up to 10% of the Company's
share capital through the Stock Exchange at prices
not deviating more than 5% from the market price of
the shares or by way of a public repurchase offer to
all shareholders at prices not deviating more than
10% from the market price of the shares, on or before
29 OCT 2010, the shares may also be acquired by
third parties or the Company's affiliates, the Board
of Managing Directors shall be authorized, with the
consent of the Supervisory Board, to dispose of the
shares by way of an offer to all shareholders and to
exclude shareholders subscription rights to dispose
of the shares through the Stock Exchange, float the
shares on Foreign Stock Exchanges at prices not more
than 5% below the market price of the shares, use the
shares in connection with mergers and acquisitions
and as employee shares for employees of the Company
and its affiliates, sell the shares to third parties
against payment in cash at a price not materially
below the market price of the shares, satisfy conv.
and/or option rights, for residual amounts, and to
retire the shares
PROPOSAL #8.: Election of Joerg Asmussen to the ISSUER YES FOR FOR
Supervisory Board
PROPOSAL #9.: Election of Ulrich Schroeder to the ISSUER YES FOR FOR
Supervisory Board
PROPOSAL #10.: Approval of the control and Profit ISSUER YES FOR FOR
Transfer Agreement with the Company's subsidiary
Interactive Media CCSP GMBH, effective retroactively
from 01 JAN 2009 for at least 5 years
PROPOSAL #11.: Resolution on the revocation of the ISSUER YES FOR FOR
authorized capital 2004 and the creation of the
authorized capital 2009/I against payment in kind,
and the correspondence amendment to the Art of
Association a) The authorized capital 2004 shall be
revoked when the new authorized capital comes into
effect b) The Board of MDs shall be authorized, with
the consent of the Supervisory Board, to increase the
Company's share capital by up to EUR 2,176,000,000
through the issue of up to 850,000,000 registered no-
par shares against payment in kind, on or before
April 29, 2014. The Board of Managing Directors shall
be authorized, with the consent of the Supervisory
Board, to exclude shareholders subscription right s
in connection with mergers and acquisitions
(authorized capital 2009/I) c) Section 5(2) of the
Art. of Association shall be amended accordingly
PROPOSAL #12.: Resolution on the revocation of the ISSUER YES FOR FOR
authorized capital 2006 and the creation of the
authorized capital 2009/II against payment in cash
and/or kind, and the correspondent amendment to the
Art of Association a) The authorized capital 2006
shall be revoked when the new authorized capital
comes into effect b) 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 38,400,000 through the issue of
up to 15,000,000 registered no-par shares against
payment in cash and/or kind, on or before April 29,
2014, Shareholders, subscription rights shall be
excluded, the new shares shall only be issued to
employees of the Company and its affiliates, c)
Section 5(3) of the Art of Association shall be
PROPOSAL #13.: Amendment to Section 15(2) of the Art ISSUER YES FOR FOR
of Association, in respect of the Board of Managing
Directors being authorized to permit the audiovisual
transmission of the shareholders meeting
PROPOSAL #14.: Amendment to Section 16(1) and 2) of ISSUER YES FOR FOR
the Art of Association
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ISSUER: DEVON ENERGY CORPORATION
TICKER: DVN CUSIP: 25179M103
MEETING DATE: 6/3/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT L. HOWARD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL M. KANOVSKY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. TODD MITCHELL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. LARRY NICHOLS ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ROBERT A. ISSUER YES FOR FOR
MOSBACHER, JR. AS A DIRECTOR.
PROPOSAL #03: RATIFY THE APPOINTMENT OF THE COMPANY'S ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2009.
PROPOSAL #04: ADOPTION OF THE DEVON ENERGY ISSUER YES FOR FOR
CORPORATION 2009 LONG-TERM INCENTIVE PLAN.
PROPOSAL #05: ADOPT DIRECTOR ELECTION MAJORITY VOTE SHAREHOLDER YES AGAINST FOR
STANDARD.
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ISSUER: DEVRO PLC
TICKER: N/A CUSIP: G2743R101
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Directors' report and the ISSUER YES FOR FOR
accounts for the YE 31 DEC 2008
PROPOSAL #2.: Declare a final dividend on the ISSUER YES FOR FOR
ordinary shares of the Company
PROPOSAL #3.: Elect Mr. Peter Williams as a Director ISSUER YES FOR FOR
PROPOSAL #4.: Re-elect Mr. Stuart Paterson as a ISSUER YES FOR FOR
Director
PROPOSAL #5.: Re-appoint PricewaterhouseCoopers LLP ISSUER YES FOR FOR
as the Auditors and authorize the Directors to fix
their remuneration
PROPOSAL #6.: Approve the remuneration report for the ISSUER YES FOR FOR
YE 31 DEC 2008
PROPOSAL #7.: Approve to increase the authorized ISSUER YES FOR FOR
share capital of the Company
PROPOSAL #8.: Approve to renew and extended the ISSUER YES FOR FOR
Directors' authority to allot new shares
PROPOSAL #S.9: Approve to disapply the pre-emption ISSUER YES FOR FOR
rights
PROPOSAL #S.10: Approve to renew the authority for ISSUER YES FOR FOR
the Company to purchase its own shares
PROPOSAL #S.11: Approve a 14 day notice period for ISSUER YES FOR FOR
the general meetings other than AGM
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ISSUER: DIAGEO PLC
TICKER: N/A CUSIP: G42089113
MEETING DATE: 10/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the reports and accounts of 2008 ISSUER YES FOR FOR
PROPOSAL #2.: Approve the Directors' remuneration ISSUER YES FOR FOR
report of 2008
PROPOSAL #3.: Declare a final dividend ISSUER YES FOR FOR
PROPOSAL #4.: Re-elect Dr. Franz B. Humer as a ISSUER YES FOR FOR
Director, who retires by rotation
PROPOSAL #5.: Re-elect Ms. Maria Lilja as a Director, ISSUER YES FOR FOR
who retires by rotation
PROPOSAL #6.: Re-elect Mr. W S Shanahan as Director, ISSUER YES FOR FOR
who retires by rotation
PROPOSAL #7.: Re-elect Mr. H T Stitzer as a Director, ISSUER YES FOR FOR
who retires by rotation
PROPOSAL #8.: Elect Mr. Philip G Scott as a Director ISSUER YES FOR FOR
PROPOSAL #9.: Re-appoint the Auditors and approve the ISSUER YES FOR FOR
remuneration of the Auditors
PROPOSAL #10.: Grant authority to allot relevant ISSUER YES FOR FOR
securities
PROPOSAL #S.11: Approve the dis-application of pre- ISSUER YES FOR FOR
emption rights
PROPOSAL #S.12: Grant authority to purchase own ISSUER YES FOR FOR
ordinary shares
PROPOSAL #13.: Grant authority to make political ISSUER YES ABSTAIN AGAINST
donations and/or incur political expenditure
PROPOSAL #14.: Adopt the Diageo Plc 2008 Performance ISSUER YES FOR FOR
Share Plan
PROPOSAL #15.: Adopt the Diageo Plc 2008 Senior ISSUER YES FOR FOR
Executive Share Option Plan
PROPOSAL #16.: Grant authority to establish ISSUER YES FOR FOR
international share plans
PROPOSAL #S.17: Amend the Articles of Association ISSUER YES FOR FOR
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ISSUER: DISCOVERY COMMUNICATIONS, INC.
TICKER: DISCA CUSIP: 25470F104
MEETING DATE: 5/11/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT R. BECK ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. DAVID WARGO ISSUER YES WITHHOLD AGAINST
PROPOSAL #2: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS DISCOVERY
COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009
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ISSUER: DISCOVERY HOLDING COMPANY
TICKER: DISCA CUSIP: 25468Y107
MEETING DATE: 9/16/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: MERGER PROPOSAL: TO CONSIDER AND VOTE ISSUER YES FOR FOR
UPON A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF JUNE 4, 2008.
PROPOSAL #02: PREFERRED STOCK ISSUANCE PROPOSAL: TO ISSUER YES FOR FOR
CONSIDER AND VOTE UPON A PROPOSAL TO ISSUE NEW
DISCOVERY SERIES A AND SERIES C CONVERTIBLE PREFERRED
STOCK TO ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP.
PROPOSAL #03: AUTHORIZED STOCK PROPOSAL: TO CONSIDER ISSUER YES FOR FOR
AND VOTE UPON A PROPOSAL TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK AND PREFERRED STOCK WHICH NEW
DISCOVERY WILL HAVE AUTHORITY TO ISSUE.
PROPOSAL #04: INCENTIVE PLAN PROPOSAL: TO CONSIDER ISSUER YES AGAINST AGAINST
AND VOTE UPON A PROPOSAL TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK WITH RESPECT TO WHICH AWARDS
MAY BE GRANTED UNDER THE DISCOVERY HOLDING COMPANY
2005 INCENTIVE PLAN.
ELECTION OF DIRECTOR: JOHN C MALONE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: ROBERT R BENNETT ISSUER YES WITHHOLD AGAINST
PROPOSAL #06: AUDITOR RATIFICATION PROPOSAL: TO ISSUER YES FOR FOR
CONSIDER AND VOTE UPON A PROPOSAL TO RATIFY THE
SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2008.
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ISSUER: DISCOVERY HOLDINGS LTD
TICKER: N/A CUSIP: S2192Y109
MEETING DATE: 12/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and approve the annual ISSUER YES FOR FOR
financial statements for the YE 30 JUN 2008 and the
report of the Directors and the Auditors thereon
PROPOSAL #2.: Approve to confirm the appointment of ISSUER YES FOR FOR
Mr. A.L. Owen as a Director on 06 DEC 2007
PROPOSAL #3.: Approve to confirm the appointment of ISSUER YES FOR FOR
Ms. T. Slabbert as a Director on 01 JAN 2008
PROPOSAL #4.: Approve to confirm the appointment of ISSUER YES FOR FOR
Mr. P. Cooper as a Director on 01 JAN 2008
PROPOSAL #5.: Re-elect Ms. S.E. Sebotsa as a ISSUER YES FOR FOR
Director, who retires in accordance with the
Company's Articles of Association
PROPOSAL #6.: Re-elect Dr. T.V. Maphai as a Director, ISSUER YES FOR FOR
who 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 2008 as per the
notes to the annual financial statements
PROPOSAL #8.: Approve to confirm the re-appointment ISSUER YES FOR FOR
of PricewaterhouseCoopers Inc. as the Auditors and
Mr. J. Awbrey as the individual designated auditor
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 2008
PROPOSAL #10S.1: Authorize the Company and/or any of ISSUER YES FOR FOR
its subsidiaries, by way of a general approval, to
acquire ordinary shares issued by the Company, in
terms of Sections 85[2], 85[3] and 89 of the
Companies Act No. 61 of 1973, as amended, and in
terms of the Listings Requirements of the JSE Limited
[the 'JSE Listings Requirements'], provided that:
any such acquisition of ordinary shares shall be
effected through the order book operated by the JSE
trading system and done without any prior
understanding or arrangement between the Company and
the counter-party [reported trades are prohibited];
an announcement will be published as soon as the
Company has acquired ordinary shares constituting, on
a cumulative basis, 3% of the initial number of
ordinary shares in issue and for each 3% in aggregate
of the initial number acquired thereafter, in
compliance with paragraph 11.27 of the JSE Listings
Requirements; acquisitions of ordinary shares in
aggregate in any one financial year may not exceed
20% of the Company's issued ordinary share capital as
at the date of the grant of this general authority;
ordinary shares may not be acquired at a price
greater than 10% above, the weighted average of the
market value at which such ordinary shares are traded
on the JSE as determined over the five business days
immediately preceding the date of repurchase of such
ordinary shares; the Company has been given
authority by its Articles of Association; at any
point in time, the Company may only appoint one agent
to effect any repurchase on the Company's behalf;
the Company undertaking that it will not enter the
market to repurchase the Company's securities until
the Company's sponsor has provided written
confirmation to the JSE regarding the adequacy of the
Company's working capital in accordance with
Schedule 25 of the JSE Listings Requirements; the
Company remaining in compliance with the shareholder
spread requirements of the JSE Listings Requirements;
and the Company not repurchasing any shares during a
prohibited period as defined in paragraph 3.67 of
the JSE Listings Requirements; unless they have in
place a repurchase programme where the dates and
quantities of securities to be traded during the
relevant period are fixed [not subject to any
variation] and full details of the programme have
been disclosed in an announcement over SENS prior to
the commencement of the prohibited period; and before
entering the market to effect the general
repurchase, the Directors, having considered the
effects of the repurchase of the maximum number of
ordinary shares in terms of the aforegoing general
authority, will ensure that for a period of 12 months
after the date of the general repurchase: the
Company, and all of its subsidiaries, will be able,
in the ordinary course of business, to pay its debts;
the Company and the Group's assets, fairly valued in
accordance with the accounting policies used in the
latest audited consolidated annual financial
statements, will exceed the liabilities of the
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ISSUER: DISCOVERY HOLDINGS LTD
TICKER: N/A CUSIP: S2192Y109
MEETING DATE: 4/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Amend the Company's Articles of ISSUER YES FOR FOR
Association in terms of Section 62 of the Companies
Act, 61 of 1973, as amended [the Companies Act], with
effect from the date of passing of this special
resolution, by the insertion of the specified New
Article 8A after the existing Article 8: 8A(1),
8A(1.1), 8A(1.2) and 8A(2) as specified
PROPOSAL #S.2: Authorize the Company's wholly-owned ISSUER YES FOR FOR
subsidiary, subject to the passing of special
resolution number 1, Discovery Health [Proprietary]
Limited [Discovery Health], by way of a specific
authority in terms of the Section 89 of the Companies
Act, the Listings Requirements of the JSE Limited
[JSE] and Article 15.2.3 of the Company's Articles of
Association, to acquire, at the offer price of ZAR
25,18 per share, calculated using the volume weighted
average traded price of the Company's shares on the
JSE over the 5 day trading period commencing on
Friday, 13 MAR 2009 and ending on Thursday, 19 MAR
2009 plus a 5% premium thereon, the shares of those
odd-lot holders who elect pursuant to the odd-lot
offer, the details of which are contained in this
circular, to sell their odd-lot holding to Discovery
Health or who do not make an election to retain their
odd-lot holding; and those specific holders who
elect to sell their shares pursuant to the specific
offer, the details of which are contained in this
circular, to sell their specific holding to Discovery
Health, the shares acquired by Discovery Health will
be held by Discovery Health as treasury shares
PROPOSAL #O.1: Authorize the Directors of the ISSUER YES FOR FOR
Company, subject to the passing and registration of
special resolutions 1 and 2, to make and implement an
odd-lot offer to shareholders holding less than 100
shares in the Company by the close of business on
Friday, 15 MAY 2009, according to the terms and
conditions of the odd-lot offer contained in this
circular and which has been approved by the JSE
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DMCI HOLDINGS INC
TICKER: N/A CUSIP: Y2088F100
MEETING DATE: 7/30/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Call to order ISSUER YES FOR FOR
PROPOSAL #2.: Approve the report on attendance and ISSUER YES FOR FOR
quorum
PROPOSAL #3.: Approve the minutes of previous ISSUER YES FOR FOR
stockholders' meeting
PROPOSAL #4.: Approve the Management report for the ISSUER YES FOR FOR
YE 31 DEC 2007
PROPOSAL #5.: Ratify all acts of the Board of ISSUER YES FOR FOR
Directors and the Officers during the preceding year
PROPOSAL #6.: Appoint the Independent Auditor ISSUER YES FOR FOR
PROPOSAL #7.1: Elect Mr. David M. Consunji as a ISSUER YES FOR FOR
Director
PROPOSAL #7.2: Elect Mr. Cesar A. Buenaventura as a ISSUER YES FOR FOR
Director
PROPOSAL #7.3: Elect Mr. Isidro A. Consunji as a ISSUER YES FOR FOR
Director
PROPOSAL #7.4: Elect Mr. Jorge A. Consunji as a ISSUER YES FOR FOR
Director
PROPOSAL #7.5: Elect Mr. Victor A. Consunji as a ISSUER YES FOR FOR
Director
PROPOSAL #7.6: Elect Mr. Herbert M. Consunji as a ISSUER YES FOR FOR
Director
PROPOSAL #7.7: Elect Mr. MA. Edwina C. Laperal as a ISSUER YES FOR FOR
Director
PROPOSAL #7.8: Elect Mr. Victor S. Limlingan as a ISSUER YES FOR FOR
Independent Director
PROPOSAL #7.9: Elect Mr. Evaristo T. Francisco as a ISSUER YES FOR FOR
Independent Director
PROPOSAL #8.: Other matters ISSUER NO N/A N/A
PROPOSAL #9.: Adjournment ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DNB NOR ASA, OSLO
TICKER: N/A CUSIP: R1812S105
MEETING DATE: 4/21/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the remuneration rates for ISSUER YES FOR FOR
Members of the Supervisory Board, Control Committee
and Election Committee as specified
PROPOSAL #2.: Approve Statutory Auditor's ISSUER YES FOR FOR
remuneration for 2008 of NOK 575,000 for DnB NOR ASA
PROPOSAL #3.: Approve the 2008 annual report and ISSUER YES FOR FOR
accounts, as well as the proposal for the coverage of
the loss for the year, including no dividend
distribution to shareholders for 2008
PROPOSAL #4.1: Re-elect Mr. Anne Cathrine Frostrup, ISSUER YES FOR FOR
Honefoss as a Member to the Supervisory Board until
the AGM in 2011
PROPOSAL #4.2: Re-elect Ms. Elisabeth Graedsen, ISSUER YES FOR FOR
Lillehammer as a Member to the Supervisory Board
until the AGM in 2011
PROPOSAL #4.3: Elect Mr. Leif O. Hoegh, London ISSUER YES FOR FOR
[former deputy] as a Member to the Supervisory Board
until the AGM in 2011
PROPOSAL #4.4: Re-elect Mr. Knut Hartvig Johansson, ISSUER YES FOR FOR
Snaroya as a Member to the Supervisory Board until
the AGM in 2011
PROPOSAL #4.5: Elect Mr. Alf Kirkesaether, Hammerfest ISSUER YES FOR FOR
as a Member to the Supervisory Board until the AGM
in 2011
PROPOSAL #4.6: Re-elect Mr. Thomas Leire, ISSUER YES FOR FOR
Kristiansand as a Member to the Supervisory Board
until the AGM in 2011
PROPOSAL #4.7: Elect Mr. Amund Skarholt, Oslo as a ISSUER YES FOR FOR
Member to the Supervisory Board until the AGM in 2011
PROPOSAL #4.8: Re-elect Mr. Merethe Smith, Oslo as a ISSUER YES FOR FOR
Member to the Supervisory Board until the AGM in 2011
PROPOSAL #4.9: Re-elect Mr. Birger Solberg, Oslo as a ISSUER YES FOR FOR
Member to the Supervisory Board until the AGM in 2011
PROPOSAL #4.10: Re-elect Mr. Gine Wang, Stavanger as ISSUER YES FOR FOR
a Member to the Supervisory Board until the AGM in
PROPOSAL #4.11: Re-elect Mr. Lisbeth Berg-Hansen, ISSUER YES FOR FOR
Bindalseidet as a Deputy to the Supervisory Board
until the AGM in 2011
PROPOSAL #4.12: Re-elect Mr. Erik Buchmann, Oslo as a ISSUER YES FOR FOR
Deputy to the Supervisory Board until the AGM in 2011
PROPOSAL #4.13: Re-elect Mr. Turid Dankertsen, Oslo ISSUER YES FOR FOR
as a Deputy to the Supervisory Board until the AGM in
PROPOSAL #4.14: Re-elect Mr. Rolf Domstein, Maloy as ISSUER YES FOR FOR
a Deputy to the Supervisory Board until the AGM in
PROPOSAL #4.15: Re-elect Mr. Harriet Hagan, Alta as a ISSUER YES FOR FOR
Deputy to the Supervisory Board until the AGM in 2011
PROPOSAL #4.16: Re-elect Mr. Bente Hagem, As as a ISSUER YES FOR FOR
Deputy to the Supervisory Board until the AGM in 2011
PROPOSAL #4.17: Re-elect Mr. Rolf Hodne, Stavanger as ISSUER YES FOR FOR
a Deputy to the Supervisory Board until the AGM in
PROPOSAL #4.18: Re-elect Mr. Liv Johansson, Oslo as a ISSUER YES FOR FOR
Deputy to the Supervisory Board until the AGM in 2011
PROPOSAL #4.19: Re-elect Mr. Herman Mehren, ISSUER YES FOR FOR
Nevlunghavn as a Deputy to the Supervisory Board
until the AGM in 2011
PROPOSAL #4.20: Re-elect Mr. Gry Nilsen, Drammen as a ISSUER YES FOR FOR
Deputy to the Supervisory Board until the AGM in 2011
PROPOSAL #4.21: Re-elect Mr. Einar Nistad, Radal as a ISSUER YES FOR FOR
Deputy to the Supervisory Board until the AGM in 2011
PROPOSAL #4.22: Re-elect Mr. Asbjorn Olsen, Skedsmo ISSUER YES FOR FOR
as a Deputy to the Supervisory Board until the AGM in
PROPOSAL #4.23: Re-elect Mr. Oddbjorn Paulsen, Bodo ISSUER YES FOR FOR
as a Deputy to the Supervisory Board until the AGM in
PROPOSAL #4.24: Re-elect Mr. Anne Bjorg Thoen, Oslo ISSUER YES FOR FOR
as a Deputy to the Supervisory Board until the AGM in
PROPOSAL #4.25: Re-elect Mr. Lars Wenaas, Mandalen as ISSUER YES FOR FOR
a Deputy to the Supervisory Board until the AGM in
PROPOSAL #5.1: Re-elect Mr. Frode Hassel, Trondheim ISSUER YES FOR FOR
[Chairman] as a Member to the Control Committee, as
well as the Committee Chairman and Vice-Chairman,
with a term of Office until the AGM in 2011
PROPOSAL #5.2: Re-elect Mr. Thorstein Overland, Oslo ISSUER YES FOR FOR
as a Member to the Control Committee, as well as the
Committee Chairman and Vice-Chairman, with a term of
Office until the AGM in 2011
PROPOSAL #5.3: Elect Mr. Karl Olav Hovden, Kolbotn as ISSUER YES FOR FOR
a Member to the Control Committee, as well as the
Committee Chairman and Vice-Chairman, with a term of
Office until the AGM in 2011
PROPOSAL #5.4: Re-elect Mr. Svein N. Eriksen, Oslo as ISSUER YES FOR FOR
a Member to the Control Committee, as well as the
Committee Chairman and Vice-Chairman, with a term of
Office until the AGM in 2011
PROPOSAL #5.5: Re-elect Mr. Svein Brustad, Oslo as a ISSUER YES FOR FOR
Deputy to the Control Committee, with a term of
Office until the AGM in 2011
PROPOSAL #5.6: Re-elect Mr. Merethe Smith as a Deputy ISSUER YES FOR FOR
to the Control Committee, with a term of Office
until the AGM in 2011
PROPOSAL #6.: Approve the binding guidelines for ISSUER YES FOR FOR
shares, subscription rights, options etc. for the
coming accounting year
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DRAX GROUP PLC, SELBY
TICKER: N/A CUSIP: G2904K127
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the report of the Directors and ISSUER YES FOR FOR
the audited accounts of the Company for the YE 31
DEC 2008 together with the report of the Auditors on
those audited accounts and the auditable part of the
Directors remuneration report
PROPOSAL #2.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the YE 31 DEC 2008 contained within the
annual report and accounts
PROPOSAL #3.: Declare the final dividend of 38.3 ISSUER YES FOR FOR
pence per share for the YE 31 DEC 2008
PROPOSAL #4.: Elect Mr. David Lindsell as a Director ISSUER YES FOR FOR
of the Company who retires in accordance with the
Company's Articles of Association
PROPOSAL #5.: Elect Mr. Tony Quinlan, as a Director ISSUER YES FOR FOR
of the Company who retires in accordance with the
Company's Articles of Association
PROPOSAL #6.: Re-elect Mr. Charles Berry as a ISSUER YES FOR FOR
Director of the Company who retires by rotation
pursuant to the Company's Articles of Association
PROPOSAL #7.: Re-elect Mr. Jamie Dundas as a Director ISSUER YES FOR FOR
of the Company who retires by rotation pursuant to
the Company's Articles of Association
PROPOSAL #8.: Re-elect Ms. Dorothy Thompson as a ISSUER YES FOR FOR
Director of the Company, who retires by rotation
pursuant to the Company's Articles of Association
PROPOSAL #9.: Re-appoint Deloitte and Touche LLP as ISSUER YES FOR FOR
the Auditors of the Company to hold office from the
conclusion of the meeting until the conclusion of the
next AGM at which accounts are laid before the
PROPOSAL #10.: Authorize the Directors to determine ISSUER YES FOR FOR
the Auditors' remuneration
PROPOSAL #11.: Authorize the Directors in accordance ISSUER YES FOR FOR
with Section 80 of the Companies Act 1985 [CA 1985]
to exercise all the powers of the Company to allot
relevant securities [within the meaning of that
section], such authority to be limited to the
allotment of relevant securities up to an aggregate
nominal amount of GBP 13,068,783; and that, in
addition to the authority conferred by sub-paragraph
(a) above, as specified to exercise all the powers of
the Company to allot equity securities [within the
meaning of Section 94 CA 1985] in connection with a
rights issue in favour of ordinary shareholders where
the equity securities respectively attributable to
the interests of all such ordinary shareholders are
proportionate [as specified ] to the respective
numbers of ordinary shares held by them, but subject
to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation
to treasury shares, fractional entitlements or any
legal or practical problems under the laws of, or the
requirements of any regulatory body or any stock
exchange in, any territory or by virtue of shares
being represented by depositary receipts or otherwise
howsoever up to an aggregate nominal amount of
GBP13,068,783, provided that the authorities
conferred by sub-paragraphs (a) and (b) [Authority
expires at the conclusion of the next AGM of the
Company or 30 JUN 2010 after the passing of this
resolution]; and the Directors may allot relevant
securities after the expiry of this authority in
pursuance of such an offer or agreement made prior to
PROPOSAL #12.: Authorize the Company in accordance ISSUER YES FOR FOR
with Section 366 and 367 of CA 2006, the Company and
all of the Companies that are or become Subsidiaries
of the Company from time to time during the period
when this resolution is in full force and effect, in
aggregate: a)to make political donations to political
parties and/or independent election candidates, as
defined in Sections 363 and 364 CA 2006, not
exceeding GBP 50,000 in total; and/or b) to make
political donations to political organizations other
than political parties, as defined in Sections 363
and 364 CA 2006, not exceeding GBP 50,000 in total;
and/or c) to incur political expenditure, as defined
in Section 365 CA 2006, not exceeding GBP 100,000 in
total; [authority expires whichever is earlier at the
conclusion of the next AGM of the Company or 28 APR
2010]
PROPOSAL #S.13: Authorize the Directors, subject to ISSUER YES FOR FOR
the passing of Resolution 11 and pursuant to Section
95 CA 1985, to allot equity securities [Section 94 of
CA 1985] for cash and/or to allot equity securities
where such allotment constitutes an allotment of
securities by virtue of Section 94(3A) CA 1985, as if
Section 89(1) CA 1985 did not apply to any such
allotments, provided that this power shall be limited
to the allotment of equity securities: pursuant to
the authority conferred by sub-paragraph (a) and/or
sub-paragraph (b) of resolution 11 above, in
connection with an offer of such securities by way of
a rights issue in favour of holders of ordinary
shares in the Company where the equity securities
respectively attributable to the interests of all
such holders are proportionate [as specified] to
their respective holdings of ordinary shares [but
subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient in
relation to treasury shares, fractional entitlements
or any legal or practical problems under the laws of,
or the requirements of any regulatory body or any
Stock Exchange in, any territory or by virtue of
shares being represented by depositary receipts or
otherwise howsoever]; pursuant to the authority
conferred by sub-paragraph (a) of resolution 11
above, in connection with an open offer or other
offer of securities [not being a rights issue] in
favour of holders of ordinary shares in the Company
where the equity securities respectively attributable
to the interests of all such holders are
proportionate [as specified] to their respective
holdings of ordinary shares (but subject to such
exclusions or other arrangements as the directors may
deem necessary or expedient in relation to treasury
shares, fractional entitlements or any legal or
practical problems under the laws of, or the
requirements of any regulatory body or any stock
exchange in, any territory or by virtue of shares
being represented by depositary receipts or otherwise
howsoever]; and otherwise than pursuant to sub-
paragraphs (a) and (b) above, up to an aggregate
nominal amount of GBP 1,960,317, [Authority expires
at the conclusion of the next AGM of the Company or
30 JUN 2010 after the passing of this resolution];
and the Directors may allot equity securities after
the expiry of this authority in pursuance of such an
PROPOSAL #S.14: Authorize the Company, pursuant to ISSUER YES FOR FOR
and in accordance with Section 166 of CA1985, to make
one or more market purchases [Section 163(3) of CA
1985] of ordinary shares in the capital of the
Company on such terms and in such manner as the
Directors of the Company may from time to time
determine, provided that: a)the maximum aggregate
number of ordinary shares to be purchased is
33,939,896 representing approximately 10% of the
issued ordinary share capital; b) the minimum price
[exclusive of expenses] which may be paid for a
ordinary share shall be the nominal amount of such
ordinary share [exclusive of expenses]; c)the maximum
price [exclusive of expenses] which may be paid for
an ordinary share shall not exceed 105% of the
average of the middle market quotations for an
ordinary share as derived from the London Stock
Exchange Daily Official List for the 5 business days
in respect of which such Daily Official List is
published immediately preceding the day on which the
share is contracted to be purchased; [Authority
expires the earlier at the conclusion of the next AGM
of the Company after the date of passing of this
resolution or 15 months after the date of passing of
this resolution]; and may make a contract to purchase
ordinary shares which will or may be executed wholly
PROPOSAL #15.: Approve, that the Drax Bonus Matching ISSUER YES FOR FOR
Plan [the 'Plan' or '147;BMP'] [the main features of
which are summarized on page 5 and in Part D Summary
of the principal terms of the Drax Bonus Matching
Plan on pages 6 to 8 and a copy of the draft rules of
which were produced to the Meeting and for the
purpose of identification initialed by the Chairman]
and authorize the Directors to do all such acts and
things necessary or expedient to carry the Plan into
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DST SYSTEMS, INC.
TICKER: DST CUSIP: 233326107
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: THOMAS A. MCCULLOUGH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM C. NELSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: TRAVIS E. REED ISSUER YES FOR FOR
PROPOSAL #2: 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: D24914133
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 FY with the
report of the Supervisory Board, the group financial
statements and group annual report, and the re-port
pursuant to sect ions 289[4] and 315[4] of the German
Commercial Code
PROPOSAL #2.: Resolution on the appropriation of the ISSUER YES FOR FOR
distribute profit of EUR 2,856,795,549 as follows:
payment of a dividend of EUR 1.50 per no-par share
ex-dividend and payable date: 05 MAY 2009
PROPOSAL #3.: Ratification of the Acts of the Board ISSUER YES FOR FOR
of Managing Directors
PROPOSAL #4.: Ratification of the Acts of the ISSUER YES FOR FOR
Supervisory Board
PROPOSAL #5.: Election of Mr. Jens P. Heyerdahl D.Y. ISSUER YES FOR FOR
to the Supervisory Board
PROPOSAL #6.A: Election of the auditor for the 2009 ISSUER YES FOR FOR
financial year as well as for the inspection of
financial statements: PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftspruefungsgesellschaft,
Duesseldorf, is appointed as the auditor for the
annual as well as the consolidated financial
statements for the 2009 financial year.
PROPOSAL #6.B: Election of the auditor for the 2009 ISSUER YES FOR FOR
financial year as well as for the inspection of
financial statements: in addition,
PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftspruefungsgesellschaft, Duesseldorf, is
appointed as the auditor for the inspection of the
abbreviated financial statements and the interim
management report for the first half of the 2009
financial year.
PROPOSAL #7.: Renewal of the authorization to acquire ISSUER YES FOR FOR
own shares
PROPOSAL #8.: Resolution on the creation of ISSUER YES FOR FOR
authorized capital and the corresponding amendment to
the Articles of Association
PROPOSAL #9.A: Resolution on the authorization to ISSUER YES FOR FOR
issue convertible and/or warrant bonds , profit-
sharing rights and/or participating bonds, the
creation of contingent capital, and the corresponding
amendment to the Articles of Association a)
authorization I: the Board of Managing Directors
shall be authorized, with the con sent of the
Supervisory Board, to issue bonds or profit-sharing
rights of up to EUR 5,000,000,000, conferring
convertible and/or option rights for shares of the
Company, on or before 05 MAY 2014 shareholders shall
be granted subscription except, for residual amounts,
for the granting of such rights to other
bondholders, 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 if such
bonds are issued at a price not materially below
their theoretical market value shareholders'
subscription rights shall also be excluded for the
issue o f profit-sharing rights and/or participating
bonds without convertible or option rights with
debenture like features, the Company's share capital
shall be increased accordingly by up to EUR
175,000,000 through the issue of up to 175,000,000
new registered shares, insofar as convertible and/or
option rights are exercised [contingent capital 2009
PROPOSAL #9.B: Resolution on the authorization to ISSUER YES FOR FOR
issue convertible and/or warrant bonds , profit-
sharing rights and/or participating bonds, the
creation of contingent capital, and the corresponding
amendment to the Articles of Association b)
authorization ii: the board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to issue bonds or profit-sharing
rights of up to EUR 5,000,000,000, conferring
convertible and/or option rights for shares of the
company, on or before 05 May 2014, shareholders shall
be granted subscription except, for residual
amounts, for the granting of such rights to other
bondholders, and for the issue of bonds conferring
convertible and/or option rights for shares of the
company of up to 10 pct. of the share capital if such
bonds are issued at a price not materially below
their theoretical market value, shareholders'
subscription rights shall also be excluded for the
issue o f profit-sharing rights and/or participating
bonds without convertible or option rights with
debenture-like features, the Company's share capital
shall be increased accordingly by up to EUR
175,000,000 through the issue of up to 175,000,000
new registered shares, insofar as convertible and/or
option rights are exercised [contingent capital 2009
PROPOSAL #10.: Adjustment of the object of the ISSUER YES FOR FOR
Company and the corresponding amendment to the
Articles of Association
PROPOSAL #11.A: Amendments to the Articles of ISSUER YES FOR FOR
Association in accordance with the implementation of
the shareholders' rights act [ARUG] a) amendment to
section 19[2]2 of the Articles of Association in
respect of the Board of Directors being authorized to
allow the audiovisual transmission of the
shareholders' meeting
PROPOSAL #11.B: Amendments to the Articles of ISSUER YES FOR FOR
Association in accordance with the implementation of
the shareholders' rights act [ARUG] b) amendment to
section 20[1] of the Articles of Association in
respect of proxy-voting instructions being issued in
written or electronically in a manner defined by the
Company
PROPOSAL #11.C: Amendments to the Articles of ISSUER YES FOR FOR
Association in accordance with the implementation of
the shareholders' rights act [ARUG] c) amendment to
section 18[2] of the Articles of Association in
respect of shareholders being entitled to participate
and vote at the shareholders' meeting if they
register with the Company by the sixth day prior to
PROPOSAL #12.: Approval of the control and profit ISSUER YES FOR FOR
transfer agreement with the Company's wholly-owned
subsidiary, E.ON Einundzwanzigste Verwaltungs GMBH,
effective until at least 31 DEC 2013
PROPOSAL #13.: Approval of the control and profit ISSUER YES FOR FOR
transfer agreement with the Company's wholly-owned
subsidiary, E.On Zweiundzwanzigste Verwaltungs Gmbh,
effective until at least 31 DEC 2013
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EARTHLINK, INC.
TICKER: ELNK CUSIP: 270321102
MEETING DATE: 5/5/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARCE FULLER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: THOMAS E. WHEELER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: M. WAYNE WISEHART ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS TO SERVE AS EARTHLINK'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON EARTHLINK'S INTERNET NETWORK MANAGEMENT PRACTICES.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EAST JAPAN RAILWAY COMPANY
TICKER: N/A CUSIP: J1257M109
MEETING DATE: 6/23/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Proposal for appropriation of retained ISSUER YES FOR FOR
earnings
PROPOSAL #2.: Partial amendment to the Articles of ISSUER YES FOR FOR
Incorporation: Approve Minor Revisions Related to
Dematerialization of Shares and the Other Updated
Laws and Regulations
PROPOSAL #3.1: Election of Director ISSUER YES FOR FOR
PROPOSAL #3.2: Election of Director ISSUER YES FOR FOR
PROPOSAL #3.3: Election of Director ISSUER YES FOR FOR
PROPOSAL #4.1: Election of Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #4.2: Election of Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5.: Payment of bonuses to Directors and ISSUER YES FOR FOR
Corporate Auditors
PROPOSAL #6.: Shareholders' Proposals: Partial ISSUER YES AGAINST FOR
amendment to the Articles of Incorporation (1)
Expansion of authority of the General Meeting of
Shareholders by the Articles of Incorporation
PROPOSAL #7.: Shareholders' Proposals: Establishment ISSUER YES AGAINST FOR
of a Special Committee for Compliance Surveillance
PROPOSAL #8.: Shareholders' Proposals: Partial ISSUER YES FOR AGAINST
amendment to the Articles of Incorporation (2)
Disclosure of individual Director's remunerations to
shareholders
PROPOSAL #9.: Shareholders' Proposals: Partial ISSUER YES FOR AGAINST
amendment to the Articles of Incorporation (3)
Requirement for appointment of outside Directors
PROPOSAL #10.: Shareholders' Proposals: Partial ISSUER YES AGAINST FOR
amendment to the Articles of Incorporation (4)
Deletion of Article 26 (Principal Executive Advisers
and Advisers, etc.) of the current Articles of
Incorporation and addition of new Article 26 (Special
Committee)
PROPOSAL #11.1: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #11.2: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #11.3: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #11.4: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #11.5: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #11.6: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #11.7: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #11.8: Shareholders' Proposals: Dismissal of ISSUER YES AGAINST FOR
Director
PROPOSAL #12.1: Shareholders' Proposals: Election of ISSUER YES AGAINST FOR
Director
PROPOSAL #12.2: Shareholders' Proposals: Election of ISSUER YES AGAINST FOR
Director
PROPOSAL #12.3: Shareholders' Proposals: Election of ISSUER YES AGAINST FOR
Director
PROPOSAL #12.4: Shareholders' Proposals: Election of ISSUER YES AGAINST FOR
Director
PROPOSAL #12.5: Shareholders' Proposals: Election of ISSUER YES AGAINST FOR
Director
PROPOSAL #13.: Shareholders' Proposals: Reduction of ISSUER YES AGAINST FOR
remunerations to Directors and Corporate Auditors
PROPOSAL #14.: Shareholders' Proposals: Proposal for ISSUER YES AGAINST FOR
appropriation of retained earnings (1)
PROPOSAL #15.: Shareholders' Proposals: Proposal for ISSUER YES AGAINST FOR
appropriation of retained earnings (2)
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EASTMAN CHEMICAL COMPANY
TICKER: EMN CUSIP: 277432100
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: STEPHEN R. ISSUER YES FOR FOR
DEMERITT
PROPOSAL #1B: ELECTION OF DIRECTOR: ROBERT M. ISSUER YES FOR FOR
HERNANDEZ
PROPOSAL #1C: ELECTION OF DIRECTOR: LEWIS M. KLING ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: DAVID W. RAISBECK 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 SHAREHOLDER YES AGAINST FOR
THE BOARD OF DIRECTORS TAKE STEPS NECESSARY TO GIVE
HOLDERS OF 10% OF OUTSTANDING COMMON STOCK THE RIGHT
TO CALL SPECIAL MEETINGS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EBAY INC.
TICKER: EBAY CUSIP: 278642103
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: MARC L. ANDREESSEN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: WILLIAM C. FORD, ISSUER YES FOR FOR
JR.
PROPOSAL #1C: ELECTION OF DIRECTOR: DAWN G. LEPORE ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: PIERRE M. OMIDYAR ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: RICHARD T. ISSUER YES FOR FOR
SCHLOSBERG, III
PROPOSAL #02: TO APPROVE AMENDMENTS TO CERTAIN OF OUR ISSUER YES FOR FOR
EXISTING EQUITY INCENTIVE PLANS TO ALLOW FOR A ONE-
TIME STOCK OPTION EXCHANGE PROGRAM FOR EMPLOYEES
OTHER THAN OUR NAMED EXECUTIVE OFFICERS AND DIRECTORS.
PROPOSAL #03: TO APPROVE THE AMENDMENT AND ISSUER YES FOR FOR
RESTATEMENT OF OUR 2008 EQUITY INCENTIVE AWARD PLAN
TO INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY 50 MILLION SHARES AND
TO ADD MARKET SHARES AND VOLUME METRICS AS
PERFORMANCE CRITERIA UNDER THE PLAN.
PROPOSAL #04: TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EFG-HERMES HLDG S A E
TICKER: N/A CUSIP: M3047P109
MEETING DATE: 4/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the issued capital reduction ISSUER NO N/A N/A
suggestion from EGP 1,939,320,000 to EGP
1,913,570,000 through execution the quantity of
5,150,000 treasury shares
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EFG-HERMES HLDG S A E
TICKER: N/A CUSIP: M3047P109
MEETING DATE: 4/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Board of Director's report ISSUER NO N/A N/A
on the Company's activity for the FYE 31DEC 2008
PROPOSAL #2.: Receive the financial Auditor report ISSUER NO N/A N/A
for the FYE 31 DEC 2008
PROPOSAL #3.: Approve the Company's financial ISSUER NO N/A N/A
statements for the FYE 31 DEC 2008
PROPOSAL #4.: Approve the profit distribution ISSUER NO N/A N/A
suggestion for the FYE 31 DEC 2008
PROPOSAL #5.: Approve to release the Board of ISSUER NO N/A N/A
Directors responsibilities for the FYE 31 DEC 2008
PROPOSAL #6.: Approve to determine the Board of ISSUER NO N/A N/A
Directors transportation and attendance allowances
for the FY 2009
PROPOSAL #7.: Reappoint the Auditors for the new FY ISSUER NO N/A N/A
2009 and authorize of Board of Directors to decide
their fees
PROPOSAL #8.: Authorize the Board of Directors to ISSUER NO N/A N/A
give donations above EGP 1000.00 for the year 2009
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELECTRICITE DE FRANCE EDF
TICKER: N/A CUSIP: F2940H113
MEETING DATE: 5/20/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Approve the annual accounts for the ISSUER YES FOR FOR
FYE 31 DEC 2008
PROPOSAL #O.2: Approve the consolidated accounts for ISSUER YES FOR FOR
the FYE 31 DEC 2008
PROPOSAL #O.3: Approve the distribution of profits ISSUER YES FOR FOR
for the FYE 31 DEC 2008
PROPOSAL #O.A: Approve the distribution of profits ISSUER YES AGAINST AGAINST
for the FYE 31 DEC 2008 and the distribution of
dividend; this resolution was considered by the Board
of Directors of EDF at its meeting of 01 APR 2009,
which was not approved [proposed by the Supervisory
Board of FCPE Actions EDF]
PROPOSAL #O.4: Approve the agreements referred to in ISSUER YES FOR FOR
Article L.225-38 of the Commercial Code
PROPOSAL #O.5: Approve the attendance allowances ISSUER YES FOR FOR
allocated to the Board of Directors for the 2008 FY
PROPOSAL #O.B: Approve the payment of additional ISSUER YES AGAINST AGAINST
attendance allowances allocated for the Board of
Directors for the 2008 FY, this draft resolution was
considered by the Board of Directors of EDF at its
meeting of 01 APR 2009, which was not approved
[proposed by the Supervisory Board of FCPE Actions
PROPOSAL #O.6: Approve the attendance allowances ISSUER YES FOR FOR
allocated to the Board of Directors
PROPOSAL #O.7: Authorize the Board of Directors to ISSUER YES FOR FOR
operate on the Company's shares
PROPOSAL #E.8: Authorize the Board of Directors in ISSUER YES FOR FOR
order to increase the share capital, with maintenance
of preferential subscription rights of shareholders
PROPOSAL #E.9: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital, with cancellation of
preferential subscription rights of shareholders
PROPOSAL #E.10: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the number of securities to be issued in
case of a capital increase with or without
preferential subscription rights
PROPOSAL #E.11: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital by incorporation of
reserves, profits, premiums or any other amount whose
capitalization will be accepted
PROPOSAL #E.12: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital to remunerate an exchange
public offer initiated by the Company
PROPOSAL #E.13: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital in order to remunerate
contributions in kind granted to the Company
PROPOSAL #E.14: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital for the benefit of the
Members of an EDF savings plan
PROPOSAL #E.15: Authorize the Board of Director to ISSUER YES FOR FOR
reduce the share capital
PROPOSAL #E.16: Grant powers for formalities ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELECTROLUX AB, STOCKHOLM
TICKER: N/A CUSIP: W24713120
MEETING DATE: 3/31/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Election of Mr. Marcus Wallenberg as a ISSUER NO N/A N/A
Chairman of the AGM
PROPOSAL #2.: Preparation and approval of the voting ISSUER NO N/A N/A
list
PROPOSAL #3.: Approval of the agenda ISSUER NO N/A N/A
PROPOSAL #4.: Election of 2 minutes-checkers ISSUER NO N/A N/A
PROPOSAL #5.: Determination as to whether the meeting ISSUER NO N/A N/A
has been properly convened
PROPOSAL #6.: Presentation of the annual report and ISSUER NO N/A N/A
the audit report as well as the consolidated accounts
and the audit report for the Group
PROPOSAL #7.: Speech by the President, Mr. Hans ISSUER NO N/A N/A
Straberg
PROPOSAL #8.: Presentation of the activities of the ISSUER NO N/A N/A
Board of Directors and its Committees during the past
year and the Auditor's presentation of the audit
work during 2008
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.: Grant dispositions in respect of the ISSUER YES FOR FOR
Company's profit pursuant to the adopted balance sheet
PROPOSAL #12.: Approve to determine the number of ISSUER YES FOR FOR
Directors at 9 and without Deputy Directors, in
connection therewith, report on the work of the
Nomination Committee
PROPOSAL #13.: Approve the Directors' fees as ISSUER YES FOR FOR
follows: 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 AGM 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; and 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 as specified; and 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, Hasse
Johansson, John S. Lupo, Barbara Milian Thoralfsson,
Johan Molin, Hans Straberg, and Caroline Sundewall as
the Directors and Mr. Marcus Wallenberg as the
Chairman of the Board of Directors
PROPOSAL #15.: Approve the nomination committee as ISSUER YES FOR FOR
specified
PROPOSAL #16.a: Approve the remuneration guidelines ISSUER YES FOR FOR
for the Electrolux Group Management as specified
PROPOSAL #16.b: Approve to implement a performance ISSUER YES FOR FOR
based, long-term incentive program for 2009 on the
specified terms
PROPOSAL #17.a: Authorize the Board for the period ISSUER YES FOR FOR
until the next AGM, to resolve on transfer of shares
in the Company in connection with or as a consequence
of the Company acquisition on the specified terms
and conditions
PROPOSAL #17.b: Approve, on account of the Company's ISSUER YES AGAINST AGAINST
employee stock option programs for 2002-2003 and the
performance share program for 2007, that the AGM
resolve that the Company shall be entitled, for the
period until the next AGM, to transfer a maximum of
3,000,000 shares of series B in the Company for the
purpose of converting costs, including social
security charges, that may arise as a result of the
aforementioned programs, transfer shall take place on
NASDAQ OMX Stockholm at a price within the
prevailing price interval from time to time
PROPOSAL #18.: Closing of the meeting ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ELETROPAULO METROPOLITANA - ELETRICIDADE DE SAU P
TICKER: N/A CUSIP: P36476151
MEETING DATE: 4/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #I.: To receive the administrators accounts, ISSUER NO N/A N/A
the administrations report, the financial statements
and the accounting statements regarding the FYE on
31 DEC 2008
PROPOSAL #II.: Destination of the YE results of 2008 ISSUER NO N/A N/A
PROPOSAL #III.: Elect the 5 Members of the Board of ISSUER YES FOR FOR
Directors, 2 Principal and 3 Substitutes
PROPOSAL #IV.: Elect the Members of the Finance ISSUER YES AGAINST AGAINST
Committee
PROPOSAL #V.: To set the global remuneration of the ISSUER NO N/A N/A
Company Directors and the Finance Committee
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EMERGENCY MEDICAL SERVICES CORP.
TICKER: EMS CUSIP: 29100P102
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT M. LE BLANC ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIAM A. SANGER ISSUER YES WITHHOLD AGAINST
PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING
DECEMBER 31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENERSIS S.A.
TICKER: ENI CUSIP: 29274F104
MEETING DATE: 4/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: APPROVAL OF ANNUAL REPORT, BALANCE ISSUER YES FOR FOR
SHEET, FINANCIAL STATEMENTS AND REPORT OF THE
EXTERNAL AUDITORS AND ACCOUNT INSPECTORS FOR THE YEAR
ENDED ON DECEMBER 31, 2008.*
PROPOSAL #02: PROFIT DISTRIBUTION FOR THE PERIOD AND ISSUER YES FOR FOR
DIVIDEND PAYMENTS.
PROPOSAL #03: SETTING THE COMPENSATION OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS.
PROPOSAL #04: SETTING THE COMPENSATION OF THE ISSUER YES FOR FOR
DIRECTORS' COMMITTEE AND AUDIT COMMITTEE AND BUDGET
DETERMINATIONS FOR 2009.
PROPOSAL #06: APPOINTMENT OF INDEPENDENT EXTERNAL ISSUER YES FOR FOR
AUDITORS.
PROPOSAL #07: APPOINTMENT OF TWO ACCOUNT INSPECTORS, ISSUER YES FOR FOR
INCLUDING TWO DEPUTIES, AND SETTING OF THEIR
COMPENSATION.
PROPOSAL #08: APPOINTMENT OF RISK RATING AGENCIES. ISSUER YES FOR FOR
PROPOSAL #09: APPROVAL OF THE INVESTMENTS AND ISSUER YES FOR FOR
FINANCING POLICY.
PROPOSAL #13: OTHER MATTERS OF INTEREST AND ISSUER YES AGAINST AGAINST
COMPETENCE OF THE GENERAL ORDINARY SHAREHOLDERS'
PROPOSAL #14: OTHER NECESSARY RESOLUTIONS FOR THE ISSUER YES FOR FOR
PROPER IMPLEMENTATION OF THE ABOVE MENTIONED
AGREEMENTS.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENI S P A
TICKER: N/A CUSIP: T3643A145
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the balance sheet as of 31 DEC ISSUER NO N/A N/A
2008 of ENI SPA, consolidated balance sheet as of 31
DEC 2008, Directors, Board of Auditors and auditing
Company's reporting
PROPOSAL #2.: Approve the profits of allocation ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: G01616104
MEETING DATE: 7/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the amendment of Rule 10 of the ISSUER YES ABSTAIN AGAINST
Enodis Plc Performance Share Plan
PROPOSAL #S.2: Authorize the Directors to take any ISSUER YES ABSTAIN AGAINST
actions to carry out the Scheme, approve the
reduction in capital, allotment of ordinary shares
and amendment of the Articles of Association
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: G01616104
MEETING DATE: 7/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve the Scheme of Arrangement ISSUER YES ABSTAIN AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: G01616104
MEETING DATE: 8/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve, for the purpose of giving ISSUER YES FOR FOR
effect to the Scheme of Arrangement dated 10 JUL 2008
between the company and Scheme Shareholders [as
defined in the said Scheme of Arrangement] as
specified, in its original form or with or subject to
any modification, addition or condition approved or
imposed by the Court and agreed to by the Company and
MTW County [as defined in the Scheme of Arrangement]
[the Scheme]: authorize the Directors of the Company
to take all actions as they may consider necessary
or appropriate for carrying the Scheme into effect;
to reduce the share capital of the Company by
canceling and extinguishing all of the Scheme Shares
[as specified]; approve, subject to, and forthwith
upon, the reduction of capital as referred to in this
Resolution [the Reduction of capital] taking effect:
(i) the share capital of the Company be increased to
its former amount by the creation of such member of
new ordinary shares of 10 pence each as is equal to
the number of Scheme Shares cancelled pursuant to
this resolution; (ii) the reserve arising in the
books of account of the Company as a result of the
reduction of share capital referred to in this
resolution be capitalized and applied in paying up in
full at par all of the new ordinary shares created
pursuant to this resolution, which shall be allotted
and issued, credited as fully paid, to MTW county
and/or its nominee(s) [as MTW County may direct] in
accordance with the Scheme; and (iii) authorize the
Directors of the Company, conditional upon the Scheme
becoming effective, and in substitution for any
existing authority and for the purpose of Section 80
of the Companies Act 1985, to allot the new ordinary
shares referred to in this resolution provided that:
the maximum aggregate nominal amount of relevant
securities that may be allotted under thus authority
shall be the aggregate nominal amount of the said new
ordinary shares created pursuant to this resolution;
[Authority expires on 31 DEC 2009]; and amend the
Articles of Association of the Company by the
adoption and inclusion of the new Article 49A as
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENODIS PLC, LONDON
TICKER: N/A CUSIP: G01616104
MEETING DATE: 8/4/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve the Scheme of Arrangement ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ENTERPRISE INNS
TICKER: N/A CUSIP: G3070Z153
MEETING DATE: 1/22/2009 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 2008 and the
Auditors' report on the accounts
PROPOSAL #2.: Approve the Directors' remuneration ISSUER YES FOR FOR
report for the YE 30 SEP 2008
PROPOSAL #3.: Declare a final dividend ISSUER YES FOR FOR
PROPOSAL #4.: Re-appoint Mr. H. V. Reid as a Director ISSUER YES FOR FOR
PROPOSAL #5.: Re-appoint Mr. D. O. Maloney as a ISSUER YES FOR FOR
Director
PROPOSAL #6.: Re-appoint Ernst and Young LLP as the ISSUER YES FOR FOR
Auditors
PROPOSAL #7.: Authorize the Directors to determine ISSUER YES FOR FOR
the Auditors' remuneration
PROPOSAL #8.: Approve to allot relevant securities ISSUER YES FOR FOR
PROPOSAL #S.9: Approve to disapply statutory pre- ISSUER YES FOR FOR
emption rights
PROPOSAL #S.10: Authorize the Company to make market ISSUER YES FOR FOR
purchases of its own shares
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EOG RESOURCES, INC.
TICKER: EOG CUSIP: 26875P101
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: GEORGE A. ALCORN ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: CHARLES R. CRISP ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: JAMES C. DAY ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: MARK G. PAPA ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: H. LEIGHTON ISSUER YES FOR FOR
STEWARD
PROPOSAL #1F: ELECTION OF DIRECTOR: DONALD F. TEXTOR ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: FRANK G. WISNER ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT BY THE AUDIT ISSUER YES FOR FOR
COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE &
TOUCHE LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AS
AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER
31, 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ERSTE GROUP BANK AG, WIEN
TICKER: N/A CUSIP: A19494102
MEETING DATE: 12/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Authorize the Board of Director to take ISSUER NO N/A N/A
up non voting share capital according par 23,4
Banking Law by up to EUR 2,700,000,000 by issuing
participation certificates the terms and conditions
of the issuance shall be fixed by the Board of
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ESPRIT HLDGS LTD
TICKER: N/A CUSIP: G3122U145
MEETING DATE: 12/11/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and approve the audited ISSUER YES FOR FOR
consolidated financial statements and the reports of
the Directors and the Auditors of the Group for the
YE 30 JUN 2008
PROPOSAL #2.: Approve a final dividend of 1.15 Hong ISSUER YES FOR FOR
Kong dollar per share for the YE 30 JUN 2008
PROPOSAL #3.: Approve a special dividend of 2.10 Hong ISSUER YES FOR FOR
Kong dollar per share for the YE 30 JUN 2008
PROPOSAL #4.I: Re-elect Mr. Thomas Johannes Grote as ISSUER YES FOR FOR
a Director
PROPOSAL #4.II: Re-elect Mr. Raymond Or Ching Fai as ISSUER YES FOR FOR
a Director
PROPOSAL #4.III: Re-elect Dr. Hans-Joachim Korber as ISSUER YES FOR FOR
a Director
PROPOSAL #4.IV: Authorize the Board to fix the ISSUER YES FOR FOR
Directors' remuneration
PROPOSAL #5.: Re-appoint Messrs. ISSUER YES FOR FOR
PricewaterhouseCoopers as the 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 AGAINST AGAINST
restriction on discount and restriction on
refreshment as specified, 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.: Authorize the Directors to issue shares ISSUER YES AGAINST AGAINST
in Resolution No. 7 by the number of shares
repurchased under Resolution No. 6
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GR
TICKER: N/A CUSIP: B33432129
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve to confirm the mandate of Mr. ISSUER NO N/A N/A
Jack L. Stahl as a Director, who was appointed as a
Director by the Board of Directors on 01 AUG 2008 to
fill the un-expired term of the mandate of Dr.
William L. Roper who resigned as a Director as of 31
JUL 2008, until the end of the OGM that will be
requested to approve the annual accounts relating to
PROPOSAL #2.: Authorize the Board of Directors to ISSUER NO N/A N/A
acquire up to 10% of the outstanding shares of the
Company at a minimum unit price of one EUR 1 and at a
maximum unit price not higher than 20% above the
highest closing stock market price of the Company's
shares on Euronext Brussels during the 20 trading
days preceding such acquisition, [Authority is
granted for a period of 2 years as from the date of
the EGM o29 APR 2009], and extends to the acquisition
of shares of the Company by its direct subsidiaries,
as such subsidiaries are defined by legal provisions
on the acquisition of shares of the parent Company
by its subsidiaries
PROPOSAL #3.: Approve to delete Article 6 of the ISSUER NO N/A N/A
Articles of Association of the Company, which
contains share capital history, and to revise
accordingly the numbering of the other provisions of
the Articles of Association and the cross-references
PROPOSAL #4.: Authorize the Board of Directors, with ISSUER NO N/A N/A
the power to subdelegate, to implement the decisions
taken by the EGM, to co-ordinate the text of the
Articles of Association as a result of the above
mentioned amendments, and to carry out all necessary
or useful formalities to that effect
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GR
TICKER: N/A CUSIP: B33432129
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #O.1: Receive the Directors report ISSUER NO N/A N/A
PROPOSAL #O.2: Receive the Auditors report ISSUER NO N/A N/A
PROPOSAL #O.3: Receive consolidated financial ISSUER NO N/A N/A
statements and statutory reports
PROPOSAL #O.4: Approve the annual accounts, ISSUER NO N/A N/A
allocation of income and dividends of EUR 1.48 per
PROPOSAL #O.5: Grant discharge of the Directors ISSUER NO N/A N/A
PROPOSAL #O.6: Grant discharge of the Auditors ISSUER NO N/A N/A
PROPOSAL #O.7.1: Re-elect Mr. Claire Babrowski as a ISSUER NO N/A N/A
Director
PROPOSAL #O.7.2: Re-elect Mr. Pierre Olivier Beckers ISSUER NO N/A N/A
as a Director
PROPOSAL #O.7.3: Re-elect Mr. Georges Jacobs De Hagen ISSUER NO N/A N/A
as a Director
PROPOSAL #O.7.4: Re-elect Mr. Didier Smits as a ISSUER NO N/A N/A
Director
PROPOSAL #O.8.1: Approve to indicate Mr. Claire ISSUER NO N/A N/A
Babrowski as a Independent Board Member
PROPOSAL #O.8.2: Approve to indicate Mr. Georges ISSUER NO N/A N/A
Jacobs De Hagen as a Independent Board Member
PROPOSAL #O.8.3: Approve to indicate Mr. Jack Stahl ISSUER NO N/A N/A
as a Independent Board Member
PROPOSAL #O.9: Approve to change of control ISSUER NO N/A N/A
provisions regarding: reimbursement of bonds,
convertible bonds, and commercial papers
PROPOSAL #E.10: Grant authority for the repurchase of ISSUER NO N/A N/A
up to 10% of issued share capital and amend Article
10 accordingly
PROPOSAL #E.11: Approve to suppress Article 6 ISSUER NO N/A N/A
regarding: history of change in capital
PROPOSAL #E.12: Grant authority to implement the ISSUER NO N/A N/A
approved resolutions and filing of required
documents/formalities at trade registry
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EUROCASTLE INVESTMENTS LTD, GUERNSEY
TICKER: N/A CUSIP: G3222A106
MEETING DATE: 6/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Re-elect Mr. Keith Dorrian as a Director ISSUER YES FOR FOR
PROPOSAL #2.: Re-elect Mr. Randal Nardone as a ISSUER YES FOR FOR
Director
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 purpose ISSUER YES AGAINST AGAINST
of the Companies [Guernsey] Law 2008, as amended [the
Law], to make market acquisitions [within the
meaning of Section 314 and 315 of the Law] of
ordinary shares of no par value in the capital of the
Company on such terms and in such manner as the
Directors may from time to time determine, provided
that: i) the maximum number of shares authorized to
be purchased is 18,219,493; ii) the minimum price
which may be paid for a share is GBP 0.01; iii) the
maximum price which may be paid for a share is an
amount equal to 95% of the net asset value per share,
as set out in the Company's latest published
quarterly results; [Authority expires at the earlier
of the next AGM of the Company or 18 months]; and the
Company may make a Contract to purchase ordinary
shares under such authority prior to its expiry which
will or may be executed wholly or partly after its
expiration and the Company may make a purchase or
ordinary shares pursuant to any such Contract
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EUROPEAN AERONAUTIC DEFENCE AND SPACE NV, SCHIPHOL
TICKER: N/A CUSIP: F17114103
MEETING DATE: 5/27/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the Board report including ISSUER NO N/A N/A
chapter on Corporate Governance, policy on dividends,
and remuneration policy
PROPOSAL #2.: Approve the financial statements and ISSUER NO N/A N/A
statutory reports
PROPOSAL #3.: Approve the allocation of income and ISSUER NO N/A N/A
dividends of EUR 0.20 per share
PROPOSAL #4.: Grant discharge to the Directors ISSUER NO N/A N/A
PROPOSAL #5.: Ratify Ernst and Young as the Auditors ISSUER NO N/A N/A
PROPOSAL #6.: Amend the Article 29 regarding FY and ISSUER NO N/A N/A
annual accounts
PROPOSAL #7.: Authorize the Board to issue shares up ISSUER NO N/A N/A
to 1% of issued capital and restricting/ excluding
pre-emptive rights
PROPOSAL #8.: Approve the cancellation of shares ISSUER NO N/A N/A
repurchased by the Company
PROPOSAL #9.: Grant authority for the repurchase of ISSUER NO N/A N/A
up to 10% of issued share capital
PROPOSAL #10.: Elect Mr. Wilfried Porth as a Director ISSUER NO N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXCEL MARITIME CARRIERS LTD.
TICKER: EXM CUSIP: V3267N107
MEETING DATE: 9/15/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSAL TO APPROVE THE AMENDMENT TO ISSUER YES FOR FOR
ARTICLE TWELFTH OF THE AMENDED AND RESTATED ARTICLES
OF INCORPORATION.
ELECTION OF DIRECTOR: GABRIEL PANAYOTIDES ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: STAMATIS MOLARIS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: HANS J. MENDE ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: CORBIN J. ROBERTSON III ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: FRITHJOF PLATOU ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EVANGELOS MACRIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: APOSTOLOS KONTOYANNIS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL CORNELL ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: TREVOR J. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #03: PROPOSAL TO RATIFY AND APPROVE THE ISSUER YES FOR FOR
APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEARS ENDING
DECEMBER 31, 2007 AND DECEMBER 31, 2008.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXIDE TECHNOLOGIES
TICKER: XIDE CUSIP: 302051206
MEETING DATE: 9/9/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: HERBERT F. ASPBURY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL R. D'APPOLONIA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID S. FERGUSON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAUL W. JENNINGS ISSUER YES WITHHOLD AGAINST
ELECTION OF DIRECTOR: JOSEPH V. LASH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN P. REILLY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MICHAEL P. RESSNER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GORDON A. ULSH ISSUER YES FOR FOR
ELECTION OF DIRECTOR: CARROLL R. WETZEL ISSUER YES FOR FOR
PROPOSAL #02: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR FISCAL 2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: EXXON MOBIL CORPORATION
TICKER: XOM CUSIP: 30231G102
MEETING DATE: 5/27/2009 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: K.C. FRAZIER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: W.W. GEORGE 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: 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 50)
PROPOSAL #03: CUMULATIVE VOTING (PAGE 51) SHAREHOLDER YES AGAINST FOR
PROPOSAL #04: SPECIAL SHAREHOLDER MEETINGS (PAGE 53) SHAREHOLDER YES AGAINST FOR
PROPOSAL #05: INCORPORATE IN NORTH DAKOTA (PAGE 54) SHAREHOLDER YES AGAINST FOR
PROPOSAL #06: BOARD CHAIRMAN AND CEO (PAGE 55) SHAREHOLDER YES AGAINST FOR
PROPOSAL #07: SHAREHOLDER ADVISORY VOTE ON EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION (PAGE 57)
PROPOSAL #08: EXECUTIVE COMPENSATION REPORT (PAGE 59) SHAREHOLDER YES AGAINST FOR
PROPOSAL #09: CORPORATE SPONSORSHIPS REPORT (PAGE 60) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #10: AMENDMENT OF EEO POLICY (PAGE 62) SHAREHOLDER YES FOR AGAINST
PROPOSAL #11: GREENHOUSE GAS EMISSIONS GOALS (PAGE 63) SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #12: CLIMATE CHANGE AND TECHNOLOGY REPORT SHAREHOLDER YES ABSTAIN AGAINST
(PAGE 65)
PROPOSAL #13: RENEWABLE ENERGY POLICY (PAGE 66) SHAREHOLDER YES ABSTAIN AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAIRFAX FINANCIAL HOLDINGS LIMITED
TICKER: FFH CUSIP: 303901102
MEETING DATE: 4/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ANTHONY F. GRIFFITHS ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. GUNN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ALAN D. HORN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DAVID L. JOHNSTON ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BRANDON W. SWEITZER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: V. PREM WATSA ISSUER YES FOR FOR
PROPOSAL #02: APPOINTMENT OF AUDITORS. ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FAMILY DOLLAR STORES, INC.
TICKER: FDO CUSIP: 307000109
MEETING DATE: 1/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: MARK R. BERNSTEIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: PAMELA L. DAVIES ISSUER YES FOR FOR
ELECTION OF DIRECTOR: SHARON ALLRED DECKER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: EDWARD C. DOLBY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLENN A. EISENBERG ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HOWARD R. LEVINE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GEORGE R. MAHONEY, JR. ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES G. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: HARVEY MORGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DALE C. POND ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE ACTION OF THE COMPANY'S ISSUER YES FOR FOR
AUDIT COMMITTEE IN APPOINTING PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF
FAMILY DOLLAR FOR THE FISCAL YEAR ENDING AUGUST 29,
2009.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIAT S P A
TICKER: N/A CUSIP: T4210N122
MEETING DATE: 3/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the financial statements and ISSUER NO N/A N/A
allocation of income
PROPOSAL #2.: Approve to fix the number of Directors, ISSUER NO N/A N/A
elect the Directors and approve their remuneration
and appoint Internal Statutory Auditors and approve
their remuneration
PROPOSAL #3.1: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER NO N/A N/A
SHREHOLDER PROPOSAL: elect Messrs. Gian Maria Gros-
Pietro, Mario Zibetti, Andrea Agnelli, Carlo Barel di
Sant'Albano, Roland Berger, Tiberto Brandolini
d'Adda, Rene Carron, Luca Cordero di Montezemolo,
John Elkann, Luca Garavoglia, Sergio Marchionne,
Virgilio Marrone, Pasquale Pistorio, Ratan Tata,
Vittorio Mincato as the Board of Directors and
Messrs. Giuseppe Camosci, Piero Locatelli, Lionello
Jonia Celesia as the Effective Auditors and Messrs.
Lucio Pasquini, Fabrizio Mosca, Paolo Piccati as the
PROPOSAL #3.2: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER NO N/A N/A
SHREHOLDER PROPOSAL: elect Mr. Riccardo Perotta as
the Effective Auditors and Mr. Stefano Orlando as
Alternate Auditors
PROPOSAL #4.: Grant authority for the Share ISSUER NO N/A N/A
Repurchase Program and re-issuance of repurchased
PROPOSAL #5.: Approve the Restricted Stock Plan 2009- ISSUER NO N/A N/A
2010
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIDELITY NATIONAL FINANCIAL, INC
TICKER: FNF CUSIP: 31620R105
MEETING DATE: 5/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: FRANK P. WILLEY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: WILLIE D. DAVIS ISSUER YES FOR FOR
PROPOSAL #02: TO RATIFY THE APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE 2009 FISCAL YEAR.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIFTH THIRD BANCORP
TICKER: FITB CUSIP: 316773100
MEETING DATE: 12/29/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: PROPOSAL TO AMEND ARTICLE FOURTH, ISSUER YES FOR FOR
SECTION (A)2)(D)1. OF THE ARTICLES OF INCORPORATION
TO ALLOW LIMITED VOTING RIGHTS TO A NEW SERIES OF
PREFERRED STOCK FOR ISSUANCE TO THE U.S. DEPT. OF
TREASURY, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
PROPOSAL #02: PROPOSAL TO AMEND ARTICLE FOURTH, ISSUER YES FOR FOR
SECTION (A)2)(C)6. OF THE ARTICLES OF INCORPORATION
TO ALLOW CERTAIN OF THE SAME LIMITED VOTING RIGHTS TO
THE EXISTING SERIES G PREFERRED STOCK, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
PROPOSAL #03: PROPOSAL TO AMEND ARTICLE FOURTH, ISSUER YES FOR FOR
SECTION (A)2)(D) OF THE ARTICLES OF INCORPORATION TO
PROVIDE GREATER FLEXIBILITY IN THE TERMS OF ANY
FUTURE SERIES OF PREFERRED STOCK, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
PROPOSAL #04: PROPOSAL TO APPROVE THE ADJOURNMENT OF ISSUER YES FOR FOR
THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IN
THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FINMECCANICA SPA
TICKER: N/A CUSIP: T4502J151
MEETING DATE: 4/28/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the balance sheet as of 31 DEC ISSUER NO N/A N/A
2008, the Board of Directors, the Board of Auditors
and the Audit Company reports; related resolutions
PROPOSAL #2.1: Slate of candidates for the ISSUER NO N/A N/A
appointment as Directors presented by: Ministero dell
Economia. To view the complete list please visit
the below URL:
https://materials.proxyvote.com/Approved/99999Z/19840
PROPOSAL #2.2: Slate of candidates for the ISSUER NO N/A N/A
appointment as Directors presented by: Mediobanca.
To view the complete list please visit the below URL:
https://materials.proxyvote.com/Approved/99999Z/1984
0101/INFST_39046.PDF
PROPOSAL #2.3: Slate of candidates for the ISSUER NO N/A N/A
appointment as Directors presented by: Italian Funds.
To view the complete list please visit the below
URL:
https://materials.proxyvote.com/Approved/99999Z/19840
PROPOSAL #3.: Appoint the Chairman of the Board of ISSUER NO N/A N/A
Auditors
PROPOSAL #4.: Approve to determine the emoluments to ISSUER NO N/A N/A
the Board of Auditors
PROPOSAL #5.: Grant authority to purchase and dispose ISSUER NO N/A N/A
own shares in favor of the incentive equity plan;
related and consequential resolutions
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FINMECCANICA SPA, ROMA
TICKER: N/A CUSIP: T4502J151
MEETING DATE: 7/31/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Authorize the Board of Directors to ISSUER NO N/A N/A
increase the stock capital, as per Article 2443 of
the Italian Civil Code, against payment in one or
more instalments, for a maximum amount of EUR
1,400,000,000; approve to revoke the previous
resolution about the stock capital increase taken by
the extraordinary meeting held on 30 MAY 2007;
resolutions realted thereto
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRST PAC LTD
TICKER: N/A CUSIP: G34804107
MEETING DATE: 6/3/2009 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 2008
PROPOSAL #2.: Declare a final cash dividend of HKD ISSUER YES FOR FOR
6.00 cents [US. 0.77 cent] per ordinary share for the
year ended 31 DEC 2008
PROPOSAL #3.: Re-appoint Ernst & Young as the ISSUER YES FOR FOR
Auditors of the Company and authorize the Board of
Directors of the Company to fix their remuneration
PROPOSAL #4.i: Re-elect Mr. Anthoni Salim as a Non- ISSUER YES AGAINST AGAINST
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 [a] the date of
the Company's AGM to be held in the calendar year
2012 or [b] 02 JUN 2012 or [c] the date on which Mr.
Anthoni Salim retires by rotation pursuant to the
Code on Corporate Governance Practices adopted by the
Company and/or the Bye-Laws
PROPOSAL #4.ii: Re-elect Mr. Sutanto Djuhar as a Non- ISSUER YES AGAINST AGAINST
Executive Director of the Company for a fixed term of
not more than 1 year, commencing on the date of this
AGM and ending on the earlier of [a] the date of the
Company's AGM to be held in the calendar year 2010
or [b] 02 JUN 2010
PROPOSAL #4.iii: Re-elect Mr. Tedy Djuhar as a Non- ISSUER YES AGAINST AGAINST
Executive Director of the Company for a fixed term of
not more than 1 year, commencing on the date of this
AGM and ending on the earlier of [a] the date of the
Company's AGM to be held in the calendar year 2010
or [b] 02 JUN 2010
PROPOSAL #4.iv: Re-elect Mr. Ibrahim Risjad as a Non- ISSUER YES AGAINST AGAINST
Executive Director of the Company for a fixed term of
not more than 1 year, commencing on the date of this
AGM and ending on the earlier of [a] the date of the
Company's AGM to be held in the calendar year 2010
or [b] 02 JUN 2010
PROPOSAL #5.i: Authorize the Board of Directors to ISSUER YES FOR FOR
fix the Executive Directors' remuneration pursuant to
the Company's Bye law
PROPOSAL #5.ii: Approve to fix the remuneration of ISSUER YES FOR FOR
the Non Executive Directors at the Sum of USD 5,000
for each meeting attended in person or by telephone
conference call, as shall be determined by the Board
from time to time
PROPOSAL #6.: Authorize the Board of Directors of the ISSUER YES AGAINST AGAINST
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
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 [including bonds, warrants and debentures
convertible into shares of the Company], during the
and after the relevant period, the aggregate nominal
amount of share capital allotted or agreed
conditionally or unconditionally to be allotted
[whether pursuant to an option or otherwise], by the
Directors of the Company, otherwise than pursuant to
i] a rights issue, or ii] the exercise of rights of
subscription or conversion under the terms of any
warrants issued by the Company or any securities
which are convertible into shares of the Company, or
iii] the exercise of options granted under any share
option scheme adopted by the Company, or iv] any
scrip dividend or similar arrangement providing for
the allotment of shares in lieu of the whole or part
of a dividend on shares of the Company in accordance
with the Bye-laws of the Company, shall not exceed
20% of the aggregate nominal amount of the share
capital of the Company in issue as at the date of
this resolution; [Authority expires the earlier of
the conclusion of the next AGM of the Company or the
expiration of the period within which the next AGM of
the Company is required either by Law or by the
Company's Bye-laws to be held]
PROPOSAL #8.: Authorize the Directors of the Company ISSUER YES FOR FOR
to repurchase issued shares of USD 0.01 each in the
capital of the Company, during the relevant period,
on the Stock Exchange of Hong Kong Limited [the Stock
Exchange] or any other stock exchange on which the
shares may be listed, and which is recognized for
this purpose by the Securities and Futures Commission
of Hong Kong and the Stock Exchange, in accordance
with all applicable laws, including the Hong Kong
Code on share repurchases and the Rules Governing the
Listing of Securities on the Stock Exchange of Hong
Kong Limited, the aggregate nominal amount of share
capital which may be purchased or agreed
conditionally or unconditionally to be purchased by
the Directors of the Company shall not exceed 10% of
the aggregate nominal amount of the share capital of
the Company in issue as at the date of this
resolution; [Authority expires the earlier of the
conclusion of the next AGM of the Company or the
expiration of the period within which the next AGM of
the Company is required either by Law or by the
PROPOSAL #9.: Approve, conditional upon the passing ISSUER YES AGAINST AGAINST
of 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 Ordinary Resolution 8 shall be added to the
aggregate nominal amount of share capital that may be
allotted and issued or agreed conditionally or
unconditionally to be allotted and issued by the
Directors of the Company pursuant to the general
mandate to allot and issue shares granted to the
Directors of the Company by the Resolution 7
PROPOSAL #10.: Approve, the existing limit on the ISSUER YES AGAINST AGAINST
grant of options under the executive stock option
plan [Metro Pacific Stock Option Plan] of Metro
Pacific Investments Corporation [Metro Pacific]
adopted by the Company on 01 JUN 2007 [the Scheme]
refreshed so that the total number of shares of Metro
Pacific [Metro Pacific Shares] to be allotted and
issued upon exercise of any options to be granted
under the Metro Pacific Stock Option Plan shall not
exceed 10% of the total number of Metro Pacific
Shares in issue as at the date of the passing of this
resolution [Refreshed Stock Option Plan Limit] and
that the Directors be and are hereby authorized to do
such acts and execute such documents to effect the
Refreshed Stock Option Plan Limit and to exercise all
powers of the Company to allot, issue and deal with
the Metro Pacific Shares pursuant to the exercise of
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FIRSTRAND LTD
TICKER: N/A CUSIP: S5202Z131
MEETING DATE: 11/27/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Adopt the annual financial statements ISSUER YES FOR FOR
PROPOSAL #2.: Approve the final dividend ISSUER YES FOR FOR
PROPOSAL #3.1: Re-elect Mr. Patrick Maguire Goss as a ISSUER YES FOR FOR
Director
PROPOSAL #3.2: Re-elect Mr. Aser Paul Nkuna as a ISSUER YES FOR FOR
Director
PROPOSAL #3.3: Re-elect Mr. Khehla Cleopas Shubane as ISSUER YES FOR FOR
a Director
PROPOSAL #4.1: Elect Mr. Leon Crouse as a Director ISSUER YES FOR FOR
PROPOSAL #4.2: Elect Mr. Amanda Tandiwe Nzimande as a ISSUER YES FOR FOR
Director
PROPOSAL #4.3: Elect Mr. Kgotso Buni Schoeman as a ISSUER YES FOR FOR
Director
PROPOSAL #5.: Approve the Directors remuneration ISSUER YES FOR FOR
PROPOSAL #6.: Approve the Directors fees ISSUER YES FOR FOR
PROPOSAL #7.: Re-appoint the PricewaterhouseCoopers ISSUER YES FOR FOR
Inc as the Auditors
PROPOSAL #8.: Approve the Auditors remuneration ISSUER YES FOR FOR
PROPOSAL #9.: Approve the placement of the unissued ISSUER YES FOR FOR
shares under the control of the Directors
PROPOSAL #10.: Approve the general issue of ordinary ISSUER YES FOR FOR
shares for cash
PROPOSAL #11.: Approve the general issue of ISSUER YES FOR FOR
preference shares for cash
PROPOSAL #S.12: Grant authority to repurchase Company ISSUER YES FOR FOR
shares
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FLEETWOOD ENTERPRISES, INC.
TICKER: FLE CUSIP: 339099103
MEETING DATE: 9/18/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: LOREN K. CARROLL ISSUER YES FOR FOR
ELECTION OF DIRECTOR: J. MICHAEL HAGAN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOHN T. MONTFORD ISSUER YES FOR FOR
PROPOSAL #02: APPROVE TO INCREASE THE TOTAL NUMBER OF ISSUER YES AGAINST AGAINST
SHARES OF CAPITAL STOCK THAT FLEETWOOD IS AUTHORIZED
TO ISSUE FROM 160,000,000 SHARES TO 310,000,000
SHARES BY INCREASING THE TOTAL NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK FROM 150,000,000 SHARES TO
300,000,000 SHARES AND TO DECREASE THE PAR VALUE OF
THE COMMON STOCK FROM $1.00 PER SHARE TO $0.01 PER
PROPOSAL #03: TO APPROVE THE POSSIBLE ISSUANCE OF ISSUER YES FOR FOR
SHARES OF COMMON STOCK IN SETTLEMENT OF OUR POTENTIAL
OBLIGATION TO REPURCHASE OUR OUTSTANDING 5%
CONVERTIBLE SENIOR SUBORDINATED DEBENTURES.
PROPOSAL #04: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2009.
PROPOSAL #05: TO AUTHORIZE THE BOARD OF DIRECTORS, IN ISSUER YES AGAINST AGAINST
ITS DISCRETION, TO ADJOURN OR POSTPONE THE ANNUAL
MEETING.
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ISSUER: FORRESTER RESEARCH, INC.
TICKER: FORR CUSIP: 346563109
MEETING DATE: 5/12/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ROBERT M. GALFORD ISSUER YES FOR FOR
ELECTION OF DIRECTOR: G.G. TEICHGRAEBER ISSUER YES FOR FOR
PROPOSAL #02: TO APPROVE AN AMENDMENT AND RESTATEMENT ISSUER YES FOR FOR
OF THE FORRESTER RESEARCH, INC. EMPLOYEE STOCK
PURCHASE PLAN.
PROPOSAL #03: TO RATIFY THE SELECTION OF BDO SEIDMAN, ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
PROPOSAL #04: TO TRANSACT SUCH OTHER BUSINESS AS MAY ISSUER YES AGAINST AGAINST
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
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ISSUER: FORTIS SA/NV, BRUXELLES
TICKER: N/A CUSIP: B4399L102
MEETING DATE: 12/1/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Opening ISSUER NO N/A N/A
PROPOSAL #2.: To comments on and justification of the ISSUER NO N/A N/A
recent events and the decisions taken during the
period 28 SEP to 10 OCT 2008, with respect to the
intervention of the Belgian, Dutch and Luxembourg
states and the future acquisition by BNP Paribas of
Fortis group assets
PROPOSAL #3.1: Appoint Mr. Etienne Davignon as a Non- ISSUER NO N/A N/A
Executive Member of the Board of Directors until the
end of the AGM of Shareholders in 2009, Mr. Etienne
Davignon will hold the title of Chairman
PROPOSAL #3.2: Appoint Mr. Jan Michiel Hessels as a ISSUER NO N/A N/A
Non-Executive Member of the Board of Directors until
the end of the AGM of Shareholders in 2009
PROPOSAL #3.3: Appoint Mr. Philippe Bodson as a Non- ISSUER NO N/A N/A
Executive Member of the Board of Directors until the
end of the AGM of Shareholders in 2009
PROPOSAL #3.4: Appoint Mr. Louis Cheung Chi Yan as a ISSUER NO N/A N/A
Non-Executive Member of the Board of Directors until
the end of the AGM of Shareholders in 2009
PROPOSAL #3.5: Appoint Mr. Karel De Boeck as a Member ISSUER NO N/A N/A
of the Board of Directors until the end of the OGM
of Shareholders in 2010, and Mr. Karel De Boeck will
carry out the function of Executive Director and will
hold the title of Chief Executive Officer in
accordance with the current Articles of Association
PROPOSAL #4.: Closure ISSUER NO N/A N/A
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ISSUER: FORTIS SA/NV, BRUXELLES
TICKER: N/A CUSIP: B4399L102
MEETING DATE: 12/2/2008 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Opening ISSUER NO N/A N/A
PROPOSAL #2.: To comments on and justification of the ISSUER NO N/A N/A
recent events and the decisions taken during the
period 28 SEP to 10 OCT 2008, with respect to the
intervention of the Belgian, Dutch and Luxembourg
states and the future acquisition by BNP Paribas of
Fortis group assets
PROPOSAL #3.1: Appoint Mr. Etienne Davignon as a Non- ISSUER NO N/A N/A
Executive Member of the Board of Directors until the
end of the OGM of Shareholders in 2009, Mr. Etienne
Davignon will hold the title of Chairman
PROPOSAL #3.2: Appoint Mr. Jan Michiel Hessels as a ISSUER NO N/A N/A
Non-Executive Member of the Board of Directors until
the end of the OGM of Shareholders in 2009
PROPOSAL #3.3: Appoint Mr. Philippe Bodson as a Non- ISSUER NO N/A N/A
Executive Member of the Board of Directors until the
end of the OGM of Shareholders in 2009
PROPOSAL #3.4: Appoint Mr. Louis Cheung Chi Yan as a ISSUER NO N/A N/A
Non-Executive Member of the Board of Directors until
the end of the OGM of Shareholders in 2009
PROPOSAL #3.5: Appoint Mr. Karel De Boeck as a Member ISSUER NO N/A N/A
of the Board of Directors until the end of the OGM
of Shareholders in 2010, and Mr. Karel De Boeck will
carry out the function of Executive Director and will
hold the title of Chief Executive Officer in
accordance with the current Articles of Association
PROPOSAL #4.1: To Special report by the Board of ISSUER NO N/A N/A
Directors and deliberation in accordance with Article
633, paragraph 1 of the Companies code
PROPOSAL #4.2: Approve to continue the business of ISSUER NO N/A N/A
the Company after having been informed of the
measures set out in the special report aimed at
turning around the financial situation of the Company
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FRANCE TELECOM SA
TICKER: N/A CUSIP: F4113C103
MEETING DATE: 5/26/2009 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 Auditor's, approve the Company's
financial statements for the YE 31 DEC 2008, as
presented and showing the earnings for the FY of EUR
3,234,431,372.50; 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 Auditor's, approve the consolidated
financial statements for the said FY, in the form
presented to the meeting
PROPOSAL #O.3: Approve to acknowledge the earnings ISSUER YES FOR FOR
amount to EUR 3,234,431,372.50 and decide to allocate
to the Legal Reserve EUR 256,930.00 which shows a
new amount of EUR 1,045,996,494.40 notes that the
distributable income after allocating to the Legal
Reserve EUR 256,930.00 and taking into account the
retained earnings amounting to EUR 12,454,519,240.25,
amounts to EUR 15,688,693,682.75, resolve to pay a
dividend of EUR 1.40 per share which will entitle to
the 40% deduction provided by the French General Tax
Code and to appropriate the balance of the
distributable income to the 'Retained Earnings'
account, and the interim dividend of EUR 0.60 was
already paid on 11 SEP 2008; receive a remaining
dividend of EUR 0.80 on E-half of the dividend
balance, I.E, EUR 0.40, will be paid in shares as per
the following conditions: the shareholders may opt
for the dividend payment in shares from 02 JUN 2009
to 23 JUN 2009, the balance of the dividend will be
paid on 30 JUN 2009, regardless the means of payment;
the shares will be created with dividend rights as
of 01 JAN 2009, in the event that the Company holds
some of its own shares shall be allocated to the
retained earnings account as required By Law
PROPOSAL #O.4: Receive the special report of the ISSUER YES AGAINST AGAINST
Auditors on agreements governed by Articles L.225-38
of the French Commercial Code; approve the said
report and the agreements referred to therein
PROPOSAL #O.5: Approve to renew the appointment of ISSUER YES FOR FOR
Ernst and Young audit as the Statutory Auditor for a
6-year period
PROPOSAL #O.6: Approve to renew the appointment of ISSUER YES FOR FOR
Auditex as the Deputy Auditor for a 6-year period
PROPOSAL #O.7: Approve to renew the appointment of ISSUER YES FOR FOR
Deloitte ET Association as the Statutory Auditor for
a 6-year period
PROPOSAL #O.8: Approve to renew the appointment of ISSUER YES FOR FOR
Beas as the Deputy Auditor for a 6-year period
PROPOSAL #O.9: Authorize the Board of Directors to ISSUER YES FOR FOR
buyback the Company's shares in the open market,
subject to the conditions described below: maximum
purchase price: EUR 40.00, maximum number of shares
to be acquired: 10% of the share capital, maximum
funds invested in the shares buybacks: EUR
10,459,964,944.00, and to take all necessary measures
and accomplish all necessary formalities; [Authority
expires at the end of 18-month period]; it
supersedes the fraction unused of the authorization
granted by the shareholders meeting of 27 MAY 2008 in
PROPOSAL #E.10: Amend the Article NR 13 of the Bye- ISSUER YES FOR FOR
Laws Board of Directors, in order to fix the minimal
number of shares in the Company, of which the
Directors elected by the General Meeting must be
holders
PROPOSAL #E.11: Authorize the Board of Directors to ISSUER YES FOR FOR
issue, with the shareholders preferential
subscription right maintained, shares in the Company
and the securities giving access to shares of the
Company or one of its subsidiaries; [Authority
expires at the end of 26-month period]; it supersedes
the fraction unused of the authorization granted by
the shareholders meeting 21 MAY 2007 in resolution 8,
the maximum nominal amount of capital increase to be
carried out under this delegation authority shall
not exceed EUR 2,000,000,000.00, the overall nominal
amount of debt securities to be issued shall not
exceed EUR 10,000,000,000.00 and to take all
necessary measures and accomplish all necessary
PROPOSAL #E.12: Authorize the Board of Directors to ISSUER YES FOR FOR
issue by way of a public offering and or by way of an
offer reserved for qualified investors in accordance
with the Financial and Monetary code, with
cancellation of the shareholders preferential
subscription rights, shares in the Company or one of
its subsidiaries; [Authority expires at the end of
26-month period]; it supersedes the fraction unused
of the authorization granted by the shareholders
meeting 21 MAY 2007 in resolution 9, the maximum
nominal amount of capital increase to be carried out
under this delegation authority shall not exceed the
overall value governed by the current legal and
regulatory requirements, the overall amount of debt
securities to be issued shall not exceed and shall
count against, the overall value related to debt
securities set forth in the previous resolution and
to take all necessary measures and accomplish all
PROPOSAL #E.13: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the number of securities to be issued, at
the same price as the initial issue, within 30 days
of the closing of the subscription period and up to a
maximum of 15% of the initial issue, for each of the
issues decided in accordance with resolutions 11 and
12, subject to the compliance with the overall value
set forth in the resolution where the issue is
decided; [Authority expires at the end of 26-month
PROPOSAL #E.14: Authorize the Board of Directors to ISSUER YES FOR FOR
issue Company's shares or securities giving access to
the Company's existing or future shares, in
consideration for securities tendered in a public
exchange offer initiated in France or abroad by the
Company concerning the shares of another listed
Company; [Authority expires at the end of 26-month
period]; it supersedes the fraction unused of the
authorization granted by the shareholders meeting 21
MAY 2007 in resolution 12 the maximum nominal amount
of capital increase to be carried out under this
delegation authority is set at EUR 1,500,000,000.00,
the total nominal amount of capital increase to be
carried out under this delegation of authority shall
count against the overall value of capital increase
set by resolution 12, the overall amount of debt
securities to be issued shall not exceed and shall
count against, the overall value related to debt
securities set forth in the previous resolution 11
and to take all necessary measures and accomplish all
necessary formalities
PROPOSAL #E.15: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital up to a nominal overall
amount representing 10% of the share capital by way
of issuing Company's shares or securities giving
access to the existing or future shares, in
consideration for the contributions in kind granted
to the Company and comprised of capital securities or
securities giving access to the share capital, the
nominal overall value of capital increase resulting
from the issues decided by virtue of the present
resolution 12, the overall amount of debt securities
to be issued shall not exceed and shall count
against, the overall value related to debt securities
set forth in the previous resolution 11; [Authority
expires at the end of 26-month period]; it supersedes
the fraction unused of the authorization granted by
the shareholders meeting of 21 MAY 2007 in resolution
13, and to take all necessary measures and
accomplish all necessary formalities
PROPOSAL #E.16: Authorize the Board of Directors to ISSUER YES FOR FOR
increase on one or more occasions, the share capital
issuance of the Company's shares to be subscribed
either in cash or by offsetting of the debts, the
maximum nominal amount increase to be carried out
under this delegation of authority is set at EUR
70,000,000.00, this amount shall count against the
ceiling set forth in Resolution 18, and to cancel the
shareholders preferential subscription rights in
favour of the holders of options giving the right to
subscribe shares or shares of the Company Orange
S.A., who signed a liquidity contract with the
Company , and to take all necessary measures and
accomplish all necessary formalities; [Authority
expires at the end of 18-month period]; it supersedes
the fraction unused of the authorization granted by
the shareholders meeting of 27 MAY 2008 in resolution
PROPOSAL #E.17: Authorize the Board of Directors to ISSUER YES FOR FOR
proceed on 1 or more occasions with the issue and the
allocation free of charge of liquidity instruments
on options (ILO), in favour of the holders of options
giving the right to subscribe shares of the Company
Orange S.A., having signed a liquidity contract with
the Company, the maximum nominal amount increase to
be carried out under this delegation of authority is
set at EUR 1,000,000.00 this amount shall count
against the ceiling set forth in Resolution 18 and to
take all necessary measures and accomplish all
necessary formalities; [Authority expires at the end
of 18-month period]; it supersedes the fraction
unused of the authorization granted by the
shareholders meeting of 27 MAY 2008 in Resolution 14
PROPOSAL #E.18: Adopt the 7 previous resolutions and ISSUER YES FOR FOR
approve to decides that the maximum nominal amount
pertaining to the capital increases to be carried out
with the use of the delegations given by these 7
resolutions set at EUR 3,500,000,000.00
PROPOSAL #E.19: Authorize the Board of Directors, to ISSUER YES FOR FOR
issue on 1 or more occasions, in France or abroad,
and, or on the international market, any securities
(Other than shares) giving right to the allocation of
debt securities, the nominal amount of debt
securities to be issued shall not exceed EUR
7,000,000,000.00 and to take all necessary measures
and accomplish all necessary formalities; [Authority
expires at the end of 26-month period]; it supersedes
the fraction unused of the authorization granted by
the shareholders meeting of 21 MAY 2007 in Resolution
PROPOSAL #E.20: Approve to delegate to the securities ISSUER YES FOR FOR
all powers to increase the share capital in 1 or
more occasions, by way of capitalizing reserves,
profits or premiums, provided that such
capitalization is allowed by Law and under the Bye-
Laws, by issuing bonus shares or raising the par
value of existing shares, or by a combination of
these methods, the ceiling of the nominal amount of
capital increase resulting from the issues carried by
virtue of the present delegation is set at EUR
2,000,000,000.00; [Authority expires at the end of
26-month period]; it supersedes the fraction unused
of the authorization granted by the shareholders
PROPOSAL #E.21: Authorize the Board of Directors to ISSUER YES AGAINST AGAINST
grant for free on 1 or more occasions, existing
shares in favour of the employees or the corporate
officers of the Company and related groups or
Companies, they may not represent more than 1% of the
share capital and it has been decided to cancel the
shareholder's preferential subscription rights in
favour of the beneficiaries mentioned above, and to
take all necessary measures and accomplish all
necessary formalities; [Authority expires at the end
of 38-month period]; it supersedes the fraction
unused of the authorization granted by the
shareholders meeting of 21 MAY 2007 in Resolution 12
PROPOSAL #E.22: Authorize the Board of Directors to ISSUER YES FOR FOR
increase the share capital on 1 or more occasions by
issuing shares or securities giving access to
existing or future shares in the Company in favour of
employees and former employees who are members of a
Company Savings Plan of the France Telecom Group or
by way of allocating free of charge shares or
securities giving access to the Company's existing or
future shares, i.e., by way of capitalizing the
reserves, profits or premiums, provided that such
capitalization is allowed by Law under the Bye-Laws,
the overall nominal value of capital increase
resulting from the issues carried out by virtue of
the present resolution is set at EUR 500,000,000.00,
the ceiling of the nominal amount of France Telecom's
capital increase resulting from the issues carried
out by capitalizing reserves, profits or premiums is
also set at EUR 500,000,000.00 and it has been
decided to cancel the shareholders preferential
subscription rights in favour of the beneficiaries
mentioned above and to take all necessary measures
and accomplish all necessary formalities; [Authority
expires at the end of 6-month period]; it supersedes
the fraction unused of the authorization granted by
the shareholders meeting of 27 MAY 2008 in Resolution
PROPOSAL #E.23: 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
repurchase plans authorized prior and posterior to
the date of the present shareholders meeting and to
take all necessary measures and accomplish all
necessary formalities; [Authority expires at the end
of 18-month period]; it supersedes the fraction
unused of the authorization granted by the
shareholders meeting of 27 MAY 2008 in Resolution 16
PROPOSAL #E.24: 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: 355521105
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Amend the Corporation's Articles of ISSUER YES FOR FOR
Incorporation to reflect a minimum of 3 Directors and
a maximum of 7 Directors
PROPOSAL #2.1: Elect Mr. Paul E. Gagne as a Director ISSUER YES FOR FOR
PROPOSAL #2.2: Elect Mr. Dominic Gammiero as a ISSUER YES FOR FOR
Director
PROPOSAL #2.3: Elect Mr. J. Peter Gordon as a Director ISSUER YES FOR FOR
PROPOSAL #2.4: Elect Mr. Aldea Landry as a Director ISSUER YES FOR FOR
PROPOSAL #2.5: Elect Mr. Samuel J.B. Pollock as a ISSUER YES ABSTAIN AGAINST
Director
PROPOSAL #3.: Appoint Ernst & Young LLP as the ISSUER YES FOR FOR
Auditors for the ensuing year and authorize the
Directors to fix the remuneration to be paid to the
Auditors
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ISSUER: FRESENIUS MED CARE AKTIENGESELLSCHAFT
TICKER: N/A CUSIP: D2734Z107
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Presentation of the financial ISSUER NO N/A N/A
statements and annual report for the 2008 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
statement for 2008 FY
PROPOSAL #2.: Resolution on the appropriation of the ISSUER NO N/A N/A
distributable profit of EUR 761,954,502.81 as
follows: payment of a dividend of EUR 0.58 per
ordinary share and EUR 0.60 per preferred share EUR
589,187,597.93 shall be carried forward ex-dividend
and payable date: 08 MAY 2009
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
PROPOSAL #5.: Appointment of the Auditors for the ISSUER NO N/A N/A
2009 FY.: KPMG AG, Berlin
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ISSUER: FRESENIUS MEDICAL CARE AG & CO. KGAA
TICKER: FMS CUSIP: 358029106
MEETING DATE: 5/7/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #01: RESOLUTION ON THE APPROVAL OF THE ISSUER YES FOR FOR
ANNUAL FINANCIAL STATEMENTS OF FRESENIUS MEDICAL CARE
AG & CO. KGAA FOR THE FINANCIAL YEAR 2008
PROPOSAL #02: RESOLUTION ON THE ALLOCATION OF ISSUER YES FOR FOR
DISTRIBUTABLE PROFIT
PROPOSAL #03: RESOLUTION ON THE APPROVAL OF THE ISSUER YES FOR FOR
ACTIONS OF THE GENERAL PARTNER
PROPOSAL #04: RESOLUTION ON THE APPROVAL OF THE ISSUER YES FOR FOR
ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD
PROPOSAL #05: ELECTION OF THE AUDITORS AND ISSUER YES FOR FOR
CONSOLIDATED GROUP AUDITORS FOR THE FINANCIAL YEAR
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ISSUER: FRESH DEL MONTE PRODUCE INC.
TICKER: FDP CUSIP: G36738105
MEETING DATE: 4/29/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: TO RE-ELECT MOHAMMAD ABU-GHAZALEH AS A ISSUER YES FOR FOR
DIRECTOR FOR A TERM EXPIRING AT THE 2012 ANNUAL
GENERAL MEETING.
PROPOSAL #1B: TO RE-ELECT HANI EL-NAFFY AS A DIRECTOR ISSUER YES FOR FOR
FOR A TERM EXPIRING AT THE 2012 ANNUAL GENERAL
PROPOSAL #1C: TO RE-ELECT JOHN H. DALTON AS A ISSUER YES FOR FOR
DIRECTOR FOR A TERM EXPIRING AT THE 2012 ANNUAL
PROPOSAL #02: PROPOSAL TO APPROVE AND ADOPT THE ISSUER YES FOR FOR
COMPANY'S FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED
DECEMBER 26, 2008.
PROPOSAL #03: PROPOSAL TO APPROVE AND RATIFY THE ISSUER YES FOR FOR
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR
THE FISCAL YEAR ENDING JANUARY 1, 2010.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUBON FINL HLDG CO LTD
TICKER: N/A CUSIP: Y26528102
MEETING DATE: 6/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #A.1: To report the 2008 business operations ISSUER NO N/A N/A
PROPOSAL #A.2: To report the 2008 Audited reports ISSUER NO N/A N/A
PROPOSAL #A.3: To report the status of the corporate ISSUER NO N/A N/A
bonds via private placement
PROPOSAL #B.1: Approve the 2008 business reports and ISSUER YES FOR FOR
financial statements
PROPOSAL #B.2: Approve the 2008 profit distribution ISSUER YES FOR FOR
[there is no dividend will be distributed]
PROPOSAL #B.3: Approve that the Company intends to ISSUER YES FOR FOR
develop a plan for the long term raising of capital
and authorize the Board of Directors to take
appropriate measures at the appropriate time to
PROPOSAL #B.4: Approve the revision to the procedure ISSUER YES FOR FOR
of asset acquisition or disposal
PROPOSAL #B.5: Elect Mr. K. C. Chen, ID NO.: ISSUER YES FOR FOR
A210358712 as an Independent Director to the 4th term
of Board of Directors
PROPOSAL #B.6: Approve to release the prohibition on ISSUER YES FOR FOR
the Directors from participation in competitive
business
PROPOSAL #B.7: Extraordinary motions ISSUER YES AGAINST AGAINST
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJI HEAVY INDUSTRIES LTD.
TICKER: N/A CUSIP: J14406136
MEETING DATE: 6/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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.: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.: Appoint a Substitute Corporate Auditor ISSUER YES FOR FOR
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ISSUER: FUJIFILM HOLDINGS CORPORATION
TICKER: N/A CUSIP: J14208102
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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 AGAINST AGAINST
PROPOSAL #3.7: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #3.8: Appoint a Director ISSUER YES FOR FOR
PROPOSAL #4.: Appoint a Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #5.: Approve Provision of Retirement ISSUER YES FOR FOR
Allowance for Retiring Directors
PROPOSAL #6.: Approve Provision of Retirement ISSUER YES FOR FOR
Allowance for Retiring Corporate Auditors
PROPOSAL #7.: Granting of Remuneration to Directors ISSUER YES FOR FOR
under the Stock Option Plan
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJITSU FRONTECH LIMITED
TICKER: N/A CUSIP: J15666100
MEETING DATE: 6/25/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations, Expand
Business Lines
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 #3: Appoint a Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #4: Approve Payment of Bonuses to Directors ISSUER YES FOR FOR
and Corporate Auditors
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: FUJITSU LIMITED
TICKER: N/A CUSIP: J15708159
MEETING DATE: 6/22/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the other Updated Laws and Regulations
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 FOR FOR
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ISSUER: FUKUOKA FINANCIAL GROUP,INC.
TICKER: N/A CUSIP: J17129107
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve Appropriation of Retained ISSUER YES FOR FOR
Earnings
PROPOSAL #2.: Amend Articles to: Approve Minor ISSUER YES FOR FOR
Revisions Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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 #4.1: Appoint a Substitute Corporate Auditor ISSUER YES FOR FOR
PROPOSAL #4.2: Appoint a Substitute Corporate Auditor ISSUER YES AGAINST AGAINST
PROPOSAL #4.3: Appoint a Substitute Corporate Auditor ISSUER YES AGAINST AGAINST
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ISSUER: FYFFES PLC
TICKER: N/A CUSIP: G34244106
MEETING DATE: 5/13/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and consider the statements of ISSUER YES FOR FOR
account for the YE 31 DEC 2008 and the reports of the
Directors and Auditor thereon
PROPOSAL #2.: Approve the interim dividend and ISSUER YES FOR FOR
declare a final dividend of 1 cent per share on the
ordinary shares for the YE 31 DEC 2008
PROPOSAL #3.a: Re-elect Mr. J. P. Tolan as a ISSUER YES AGAINST AGAINST
Director, who retire in accordance with the Articles
of Association and/or the Combined Code on Corporate
Governance
PROPOSAL #3.b: Re-elect Mr. C. Bos as a Director, who ISSUER YES FOR FOR
retire in accordance with the Articles of
Association and/or the Combined Code on Corporate
PROPOSAL #3.c: Re-elect Dr. P. F. Clover as a ISSUER YES AGAINST AGAINST
Director, who retire in accordance with the Articles
of Association and/or the Combined Code on Corporate
Governance
PROPOSAL #4.: Authorize the Directors to fix the ISSUER YES FOR FOR
remuneration of the Auditor for the YE 31 DEC 2009
PROPOSAL #5.: Authorize the Directors to allot ISSUER YES FOR FOR
relevant securities [within the meaning of Section 20
of the Companies [Amendment] Act, 1983] up to an
aggregate nominal amount of EUR 6,836,896
[113,948,273 shares] [Authority expires at the
earlier of the close of business on the date of the
next AGM after the passing of this resolution or 13
AUG 2010] however that the Company may before such
expiry make an offer or agreement which would or
might require relevant securities to be allotted
after such expiry and the Directors may allot
relevant securities in pursuance of such offer or
agreement as if the authority hereby conferred had
PROPOSAL #S.6: Authorize the Directors, pursuant to ISSUER YES FOR FOR
Article 7[d] of the Articles of Association and
Section 24 of the Companies [Amendment] Act, 1983 to
allot equity securities [as defined by Section 23 of
that Act] for cash pursuant to the authority to allot
relevant securities conferred on the Directors by
Resolution 5 above in the notice of this meeting as
if subsection [1] of the said Section 23 did not
apply to any such allotment provided that this power
shall be limited to the matters provided for in
Article 7[d][i] and [ii] of the Articles of
Association and provided further that the aggregate
nominal value of any shares which may be allotted
pursuant to Article 7[d][ii] may not exceed EUR
1,035,893 [17,264,890 shares] representing 5% of the
nominal value of the issued share capital
PROPOSAL #S.7: Authorize the Company and/or any ISSUER YES FOR FOR
subsidiary [as defined by Section 155 of the
Companies Act, 1963] to make market purchases [as
defined by Section 212 of the Companies Act, 1990] of
shares of any class in the Company [shares] on such
terms and conditions and in such manner as the
directors may determine from time to time but subject
to the provisions of the Companies Act, 1990 and to
the following restrictions and provisions:- [a] The
maximum number of ordinary shares [as defined in the
Articles of Association of the Company] authorized to
be acquired pursuant to this resolution shall not
exceed 34,529,780 [representing 10% of the issued
share capital]; [b] the minimum price which may be
paid for any share shall be an amount equal to the
nominal value thereof; [c] the maximum price which
may be paid for any share [a relevant share] shall be
an amount equal to 105% of the average of the five
amounts resulting from determining whichever of the
following [i], [ii] or [iii] specified below in
relation to the shares of the same class as the
relevant share shall be appropriate for each of the
five business days immediately preceding the day on
which the relevant share is purchased, as determined
from the information published in the Irish Stock
Exchange Daily Official List reporting the business
done on each of those five business days: [i] if
there shall be more than one dealing reported for the
day, the average of the prices at which such
dealings took place; or [ii] if there shall be only
one dealing reported for the day, the price at which
such dealing took place; or [iii] if there shall not
be any dealing reported for the day, the average of
the high and low market guide prices for that day;
and if there shall be only a high [but not a low] or
a low [but not a high] market guide price reported,
or if there shall not be any market guide price
reported, for any particular day then that day shall
not count as one of the said five business days for
the purposes of determining the maximum price. If the
means of providing the foregoing information as to
dealings and prices by reference to which the maximum
price is to be determined is altered or is replaced
by some other means, then a maximum price shall be
determined on the basis of the equivalent information
published by the relevant authority in relation to
dealings on the Irish Stock Exchange or its
equivalent; [authority expire at the close of
business on the date of the next AGM of the Company
or 13 AUG 2010, whichever is the earlier] unless
previously varied, revoked or renewed by special
resolution in accordance with the provisions of
Section 215 of the Companies Act, 1990; the Company
or any such subsidiary may, before such expiry, enter
into a contract for the purchase of shares which
would or might be executed wholly or partly after
such expiry and may complete any such contract as if
the authority conferred hereby had not expired
PROPOSAL #S.8: Approve, subject to the passing of ISSUER YES FOR FOR
Resolution 7, for the purposes of Section 209 of the
Companies Act, 1990, the reissue price range at which
any treasury shares [as defined by the said Section
209] for the time being held by the Company may be
reissued off-market shall be as follows: [a] the
maximum price at which a treasury share may be
reissued off-market shall be an amount equal to 120%
of the appropriate price and [b] the minimum price at
which a treasury share may be re-issued off-market
shall be the nominal value of the share where such a
share is required to satisfy an obligation under an
employee share scheme [as defined in the Listing
Rules of The Irish Stock Exchange Limited] operated
by the Company or, in all other cases, an amount
equal to 95% of the appropriate price; for the
purposes of this resolution the expression
appropriate price shall mean the average of the 5
amounts resulting from determining whichever of the
following [i], [ii] or [iii] specified below in
relation to shares of the class of which such
treasury share is to be reissued shall be appropriate
in respect of each of the 5 business days
immediately preceding the day on which the treasury
share is reissued, as determined from information
published in the Irish Stock Exchange Daily Official
List reporting the business done in each of those 5
business days:- [i] if there shall be more than one
dealing reported for the day, the average of the
prices at which such dealings took place; or [ii] if
there shall be only one dealing reported for the day,
the price at which such dealing took place; or [iii]
if there shall not be any dealing reported for the
day, the average of the high or low market guide
prices for the day; and if there shall be only a high
[but not a low] or a low [but not a high] market
guide price reported, or if there shall not be any
market guide price reported, for any particular day
then that day shall not count as one of the said five
business days for the purposes of determining the
appropriate price; if the means of providing the
foregoing information as to dealings and prices by
reference to which the appropriate price is to be
determined is altered or is replaced by some other
means, then the appropriate price shall be determined
on the basis of the equivalent information published
by the relevant authority in relation to dealings on
the Irish Stock Exchange or its equivalent;
[Authority shall expire at the close of business on
the day of the next AGM of the Company or 13 AUG
2010, whichever is the earlier] unless previously
varied or renewed in accordance with the provisions
PROPOSAL #S.9: Approve to resolve, with effect from ISSUER YES FOR FOR
the implementation into Irish Law of Directive
2007/36/EC of the European Parliament and of the
Council of 11 JUL 2007 on the exercise of certain
rights of shareholders and listed Companies, the
provision in Article 55[a] allowing for the convening
of an EGM by at least 14 days notice in writing
[where such meetings are not convened for the passing
of a special resolution] shall continue to be
PROPOSAL #S.10: Amend the Clause 5 of the Memorandum ISSUER YES FOR FOR
of Association of the Company as specified
PROPOSAL #S.11: Amend the Articles 1, 73 to 77 and 79 ISSUER YES FOR FOR
as specified
PROPOSAL #S.12: Adopt, subject to the passing of ISSUER YES FOR FOR
Resolutions 10 and 11, the Articles of Association of
the Company in the form attached, as the Articles of
Association of the Company to the replacement and
exclusion of all previous Articles
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GALIFORM PLC
TICKER: N/A CUSIP: G37704106
MEETING DATE: 5/15/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive the Company's accounts and ISSUER YES FOR FOR
reports of the Directors and the Independent Auditors
thereon
PROPOSAL #2.: Re-appoint Mr. Mattew Ingle as a ISSUER YES FOR FOR
Director
PROPOSAL #3.: Re-appoint Mr. Peter Wallis as a ISSUER YES FOR FOR
Director
PROPOSAL #4.: Re-appoint Deloitte LLP as the Auditors ISSUER YES FOR FOR
PROPOSAL #5.: Authorize the Directors to determine ISSUER YES FOR FOR
the Auditors remuneration
PROPOSAL #6.: Grant authority to increase the ISSUER YES FOR FOR
authorized share capital
PROPOSAL #7.: Approve the Directors remuneration ISSUER YES FOR FOR
report and policy
PROPOSAL #8.: Authorize the Directors to allot shares ISSUER YES FOR FOR
PROPOSAL #9.: Approve to disapply pre-emption rights ISSUER YES FOR FOR
PROPOSAL #10.: Grant authority to purchase own shares ISSUER YES FOR FOR
PROPOSAL #11.: Amend the Company's Articles of ISSUER YES FOR FOR
Association - Notice of general meetings
PROPOSAL #12.: Amend the Company's Articles of ISSUER YES FOR FOR
Association - the Company's objects
PROPOSAL #13.: Grant authority for a general meeting ISSUER YES FOR FOR
to be called with not less than 14 days notice
PROPOSAL #14.: Approve the Galiform Long Term ISSUER YES FOR FOR
Incentive Plan
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GAP INC.
TICKER: GPS CUSIP: 364760108
MEETING DATE: 5/19/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: ADRIAN D. P. BELLAMY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DOMENICO DE SOLE ISSUER YES FOR FOR
ELECTION OF DIRECTOR: DONALD G. FISHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: ROBERT J. FISHER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: BOB L. MARTIN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JORGE P. MONTOYA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: GLENN K. MURPHY ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JAMES M. SCHNEIDER ISSUER YES FOR FOR
ELECTION OF DIRECTOR: MAYO A. SHATTUCK III ISSUER YES FOR FOR
ELECTION OF DIRECTOR: KNEELAND C. YOUNGBLOOD ISSUER YES FOR FOR
PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY
30, 2010.
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ISSUER: GARTNER, INC.
TICKER: IT CUSIP: 366651107
MEETING DATE: 6/4/2009 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 #13: AMENDMENT AND RESTATEMENT OF 2003 LONG- ISSUER YES FOR FOR
TERM INCENTIVE PLAN
PROPOSAL #14: RATIFICATION OF SELECTION OF KPMG LLP ISSUER YES FOR FOR
AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009
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ISSUER: GAZPROM O A O
TICKER: N/A CUSIP: 368287207
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approval of the annual report of the ISSUER YES FOR FOR
Company.
PROPOSAL #2.: Approval of the annual accounting ISSUER YES FOR FOR
statements, including the profit and loss reports
[profit and loss accounts] of the Company.
PROPOSAL #3.: Approval of the distribution of profit ISSUER YES FOR FOR
of the Company based on the results of 2008.
PROPOSAL #4.: Regarding the amount of, time for and ISSUER YES FOR FOR
form of payment of dividends based on the results of
2008.
PROPOSAL #5.: Approval of the External Auditor of the ISSUER YES FOR FOR
Company.
PROPOSAL #6.: Regarding the remuneration of Members ISSUER YES AGAINST AGAINST
of the Board of Directors and Audit Commission of the
Company.
PROPOSAL #7.1: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Gazprombank
[Open Joint Stock Company] regarding receipt by OAO
Gazprom of funds in a maximum sum of 500 million U.S.
dollars or its equivalent in rubles or euros, for a
term of up to and including 5 years, with interest
for using the loans to be paid at a rate not
exceeding 15% per annum in the case of loans in U.S.
dollars / euros and at a rate not exceeding the Bank
of Russia's refinancing rate in effect on the date of
entry into the applicable loan agreement, plus 3%
per annum, in the case of loans in rubles.
PROPOSAL #7.2: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Sberbank of
Russia OAO regarding receipt by OAO Gazprom of funds
in a maximum sum of 1.5 billion U.S. dollars or its
equivalent in rubles or euros, for a term of up to
and including 5 years, with interest for using the
loans to be paid at a rate not exceeding 15% per
annum in the case of loans in U.S. dollars / euros
and at a rate not exceeding the Bank of Russia's
refinancing rate in effect on the date of entry into
the applicable loan agreement, plus 3% per annum, in
the case of loans in rubles.
PROPOSAL #7.3: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO VTB
Bank regarding receipt by OAO Gazprom of funds in a
maximum sum of 1 billion U.S. dollars or its
equivalent in rubles or euros, for a term of up to
and including 5 years, with interest for using the
loans to be paid at a rate not exceeding 15% per
annum in the case of loans in U.S. dollars / euros
and at a rate not exceeding the Bank of Russia's
refinancing rate in effect on the date of entry into
the applicable loan agreement, plus 3% per annum, in
the case of loans in rubles.
PROPOSAL #7.4: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and State
Corporation Bank for Development and Foreign Economic
Affairs [Vnesheconombank] regarding receipt by OAO
Gazprom of funds in a maximum sum of 6 billion U.S.
dollars or its equivalent in rubles or euros, for a
term of up to and including 5 years, with interest
for using the loans to be paid at a rate not
exceeding 15% per annum in the case of loans in U.S.
dollars / euros and at a rate not exceeding the Bank
of Russia's refinancing rate in effect on the date of
entry into the applicable loan agreement, plus 3%
per annum, in the case of loans in rubles.
PROPOSAL #7.5: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Rosselkhozbank regarding receipt by OAO Gazprom of
funds in a maximum sum of 1.5 billion U.S. dollars or
its equivalent in rubles or euros, for a term of up
to and including 5 years, with interest for using the
loans to be paid at a rate not exceeding 15% per
annum in the case of loans in U.S. dollars / euros
and at a rate not exceeding the Bank of Russia's
refinancing rate in effect on the date of entry into
the applicable loan agreement, plus 3% per annum, in
the case of loans in rubles.
PROPOSAL #7.6: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Gazprombank
[Open Joint Stock Company], to be entered into
pursuant to a loan facility agreement between OAO
Gazprom and the bank, involving receipt by OAO
Gazprom of funds in a maximum sum of 25 billion
rubles, for a term not exceeding 30 calendar days,
with interest for using the loans to be paid at a
rate not exceeding the indicative rate based on the
offered rates of Russian ruble loans [deposits] in
the Moscow money market [MosPrime Rate] established
for loans with a maturity equal to the period of
using the applicable loan, quoted as of the date of
entry into the applicable transaction, increased by
PROPOSAL #7.7: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Sberbank of
Russia OAO, to be entered into pursuant to a loan
facility agreement between OAO Gazprom and the bank,
involving receipt by OAO Gazprom of funds in a
maximum sum of 17 billion rubles, for a term not
exceeding 30 calendar days, with interest for using
the loans to be paid at a rate not exceeding the
indicative rate based on the offered rates of Russian
ruble loans [deposits] in the Moscow money market
[MosPrime Rate] established for loans with a maturity
equal to the period of using the applicable loan,
quoted as of the date of entry into the applicable
PROPOSAL #7.8: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO
Gazenergoprombank, to be entered into pursuant to a
loan facility agreement between OAO Gazprom and the
bank, involving receipt by OAO Gazprom of funds in a
maximum sum of 100 million U.S. dollars, for a term
not exceeding 30 calendar days, with interest for
using the loans to be paid at a rate not exceeding
the London Interbank Offered Rate [LIBOR] established
for loans with a maturity equal to the period of
using the applicable loan, quoted as of the date of
entry into the applicable transaction, increased by
PROPOSAL #7.9: Approve, in accordance with Chapter XI ISSUER YES FOR FOR
of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO VTB
Bank, to be entered into pursuant to a loan facility
agreement between OAO Gazprom and the bank, involving
receipt by OAO Gazprom of funds in a maximum sum of
5 billion rubles, for a term not exceeding 30
calendar days, with interest for using the loans to
be paid at a rate not exceeding the indicative rate
based on the offered rates of Russian ruble loans
[deposits] in the Moscow money market [MosPrime Rate]
established for loans with a maturity equal to the
period of using the applicable loan, quoted as of the
date of entry into the applicable transaction,
PROPOSAL #7.10: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 Gazprom's 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 0.1% per annum in the relevant
PROPOSAL #7.11: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 Gazprom's
PROPOSAL #7.12: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO
Gazenergoprombank pursuant to which ZAO
Gazenergoprombank 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 Gazprom's instructions.
PROPOSAL #7.13: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO VTB
Bank pursuant to which OAO VTB Bank 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 Gazprom's instructions.
PROPOSAL #7.14: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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
the account electronic statements and conduct of
other electronic document processing, and OAO Gazprom
will pay for the services provided at such tariffs
of the bank as may be in effect at the time the
PROPOSAL #7.15: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Sberbank of
Russia OAO pursuant to which Sberbank 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
the account electronic statements and conduct of
other electronic document processing, and OAO Gazprom
will pay for the services provided at such tariffs
of Sberbank of Russia OAO as may be in effect at the
time the services are provided.
PROPOSAL #7.16: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO
Gazenergoprombank pursuant to which ZAO
Gazenergoprombank 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 the account electronic
statements and conduct of other electronic document
processing, and OAO Gazprom will pay for the services
provided at such tariffs of ZAO Gazenergoprombank as
may be in effect at the time the services are
PROPOSAL #7.17: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO VTB
Bank pursuant to which OAO VTB 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 the account electronic
statements and conduct of other electronic document
processing, and OAO Gazprom will pay for the services
provided at such tariffs of OAO VTB Bank as may be
in effect at the time the services are provided.
PROPOSAL #7.18: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, the foreign
currency purchase/sale transactions 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 #7.19: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Gazprombank
[Open Joint Stock Company] pursuant to which OAO
Gazprom will grant suretyships to secure performance
of OAO Gazprom's subsidiaries' obligations to
Gazprombank [Open Joint Stock Company] with respect
to the bank's guarantees issued to the Russian
Federation's 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 #7.20: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Sberbank of
Russia OAO pursuant to which OAO Gazprom will grant
suretyships to secure performance of OAO Gazprom's
subsidiaries' obligations to Sberbank of Russia OAO
with respect to the bank's guarantees issued to the
Russian Federation's tax authorities in connection
with the subsidiary companies challenging such tax
authorities' claims in court, in an aggregate maximum
sum equivalent to 500 million U.S. dollars and for a
period of not more than 14 months.
PROPOSAL #7.21: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Gazprombank
[Open Joint Stock Company] pursuant to which OAO
Gazprom will grant suretyships to secure performance
of OAO Gazprom's subsidiaries' obligations to
Gazprombank [Open Joint Stock Company] with respect
to the bank's guarantees issued to the Russian
Federation's 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 1.8 billion rubles and for a
period of not more than 14 months.
PROPOSAL #7.22: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Nord Stream
AG pursuant to which OAO Gazprom will issue a
guarantee [suretyship] to Nord Stream AG to secure
performance of OOO Gazprom Export's obligations under
a gas transportation agreement between Nord Stream
AG and OOO Gazprom Export, including its obligations
to pay a tariff for the transportation of gas via the
North Stream gas pipeline on the basis of an agreed-
upon model for calculating the tariff, in an
aggregate maximum sum of 24.035 billion euros.
PROPOSAL #7.23: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Gazprombank
[Open Joint Stock Company] pursuant to which
Gazprombank [Open Joint Stock Company] undertakes
under instructions of OAO Gazprom and for a fee not
exceeding 0.5% per annum, to open on a monthly basis
documentary irrevocable uncovered letters of credit
in favor of AK Uztransgaz in connection with payments
for its services related to natural gas
transportation across the territory of the Republic
of Uzbekistan, with the maximum amount under all of
the simultaneously outstanding letters of credit
being 81 million U.S. dollars.
PROPOSAL #7.24: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Beltransgaz pursuant to which OAO Gazprom will grant
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 6.33 billion rubles.
PROPOSAL #7.25: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Gazpromregiongaz pursuant to which OAO Gazprom will
grant 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 off taking
pipelines, gas distribution pipelines, inter-
township 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
PROPOSAL #7.26: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO Gazprom
Neft Orenburg pursuant to which OAO Gazprom will
grant ZAO Gazprom Neft Orenburg temporary possession
and use of the wells and downhole and above-ground
well equipment within the Eastern Segment of the
Orenburgskoye oil and gas-condensate field for a
period of not more than 12 months and ZAO Gazprom
Neft Orenburg will make payment for using such
property in a maximum sum of 1.5 billion rubles.
PROPOSAL #7.27: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Gazpromtrubinvest pursuant to which OAO Gazprom will
grant 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 451 million rubles.
PROPOSAL #7.28: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Lazurnaya pursuant to which OAO Gazprom will grant
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 93.3 million rubles.
PROPOSAL #7.29: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and DOAO
Tsentrenergogaz of OAO Gazprom pursuant to which OAO
Gazprom will grant 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, as
well as of the building and equipment of the repair
and machining shop at the Southern Regional Repair
Base, situated in the Stavropolskiy Province, town of
Izobilnyi, 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
115.5 million rubles.
PROPOSAL #7.30: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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, of
the Sernaya railway station and of the Tvyordaya Sera
railway station, the facilities of the railway
station situated in the town of Slavyansk-na-Kubani,
as well as the facilities of the railway line from
the Obskaya station to the Bovanenkovo station, for a
period of not more than 12 months and OOO
Gazpromtrans will make payment for using such
property in a maximum sum of 2.1 billion rubles.
PROPOSAL #7.31: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OOO
Gazpromtrans pursuant to which OAO Gazprom will grant
OOO Gazpromtrans temporary possession and use of
methanol tank cars for a period of not more than 5
years and OOO Gazpromtrans will make payment for
using such property in a maximum sum of 190 million
PROPOSAL #7.32: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Tsentrgaz pursuant to which OAO Gazprom will grant
OAO Tsentrgaz temporary possession and use of the
facilities of a preventative clinic that are 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 24.1 million
PROPOSAL #7.33: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Druzhba
pursuant to which OAO Gazprom will grant OAO Druzhba
temporary possession and use of the facilities of
Druzhba vacation center [hotels, effluent treatment
facilities, transformer substations, entrance
checkpoints, cottages, utility networks, metal
fences, parking area, ponds, roads, pedestrian
crossings, playgrounds, sewage pumping station,
sports center, roofed ground-level arcade, servicing
station, diesel-generator station, boiler house
extension, storage facility, Fisherman's Lodge,
garage, as well as service machinery, equipment,
furniture and accessories] situated in the Moscow
Region, Naro-Fominskiy District, village of
Rogozinino, for a period of not more than 12 months
and OAO Druzhba will make payment for using such
property in a maximum sum of 249.55 million rubles.
PROPOSAL #7.34: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom will grant OAO
Gazprom Promgaz temporary possession and use of
experimental prototypes of gas-using equipment [self-
contained modular boiler installation, recuperative
air heater, mini-boiler unit, radiant panel heating
system, U-shaped radiant tube, modularized compact
full-function gas and water treatment installations
for coal bed methane extraction wells, well-head
equipment, borehole enlargement device, and pressure
core sampler] located in the Rostovskaya Region, town
of Kamensk-Shakhtinskiy, and the Kemerovskaya
Region, city of Novokuznetsk, for a period of not
more than 12 months and OAO Gazprom Promgaz will make
payment for using such property in a maximum sum of
3.5 million rubles.
PROPOSAL #7.35: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 the non-
residential premises in a building that are situated
at 31 Lenina Street, Yugorsk, Tyumenskaya Region and
are used to house a branch of Gazprombank [Open Joint
Stock Company], with a total floor space of 810.6
square meters, and the plot of land occupied by the
building and required to use that building, with an
area of 3,371 square meters, 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 2.61 million rubles.
PROPOSAL #7.36: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Salavatnefteorgsintez pursuant to which OAO Gazprom
will grant OAO Salavatnefteorgsintez temporary
possession and use of the gas condensate pipeline
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 347 thousand rubles.
PROPOSAL #7.37: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 109 thousand rubles.
PROPOSAL #7.38: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 129 thousand rubles.
PROPOSAL #7.39: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Neft pursuant to which OAO Gazprom will grant OAO
Gazprom Neft temporary possession and use of an M-
468R special-purpose communications installation for
a period of not more than 12 months and OAO Gazprom
Neft will make payment for using such property in a
maximum sum of 132 thousand rubles.
PROPOSAL #7.40: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Space Systems pursuant to which OAO Gazprom will
grant OAO Gazprom Space Systems temporary possession
and use of an ERP software and hardware solution,
System for Managing OAO Gazprom's Property and Other
Assets at OAO Gazcom Level [ERP], for a period of not
more than 12 months and OAO Gazprom Space Systems
will make payment for using such property in a
maximum sum of 1.15 million rubles.
PROPOSAL #7.41: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO
Yamalgazinvest pursuant to which OAO Gazprom will
grant ZAO Yamalgazinvest temporary possession and use
of an ERP software and hardware solution, System for
Managing OAO Gazprom's Property and Other Assets at
ZAO Yamalgazinvest Level [ERP], for a period of not
more than 12 months and ZAO Yamalgazinvest will make
payment for using such property in a maximum sum of
1.74 million rubles.
PROPOSAL #7.42: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO
Gaztelecom pursuant to which OAO Gazprom will grant
ZAO Gaztelecom temporary possession and use of
communications facilities within the composition 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 204.8 million
PROPOSAL #7.43: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OOO
TsentrCaspneftegaz pursuant to which OAO Gazprom will
extend to OOO TsentrCaspneftegaz long-term loans in
an aggregate maximum sum of 12.6 billion rubles for
the purpose of development by it in 2009-2011 of the
Tsentralnaya geological structure.
PROPOSAL #7.44: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and Gazprombank
[Open Joint Stock Company] pursuant to which the
bank will issue guarantees to the Russian
Federation's 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 #7.45: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 300 billion cubic
meters, deliverable monthly, and will pay for gas a
maximum sum of 886.9 billion rubles.
PROPOSAL #7.46: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 200 million rubles, in its own
name, but for OAO Gazprom's account, to accept and,
through OOO Mezhregiongaz's electronic trading site,
sell gas produced by OAO Gazprom and its affiliates,
in an amount of not more than 11.25 billion cubic
meters for a maximum sum of 20 billion rubles.
PROPOSAL #7.47: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 21.9 billion
cubic meters for a maximum sum of 70 billion rubles.
PROPOSAL #7.48: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OOO Gazprom
Export pursuant to which OOO Gazprom Export
undertakes under instructions of OAO Gazprom and for
a fee of not more than 55 million rubles, in its own
name, but for OAO Gazprom's account, to accept and
sell in the market outside the customs territory of
the Russian Federation liquid hydrocarbons owned by
OAO Gazprom, including crude oil, gas condensate and
refined products [gasoline, liquefied gases, etc.],
in an amount of not more than 1.25 million tons for a
maximum sum of 11 billion rubles.
PROPOSAL #7.49: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 OAO LUKOIL and
stored in underground gas storage facilities, in an
amount of not more than 3.39 billion cubic meters,
and will pay for gas a maximum sum of 9.1 billion
PROPOSAL #7.50: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 4.8 billion cubic meters,
deliverable monthly, and will pay for gas a maximum
sum of 4 billion rubles.
PROPOSAL #7.51: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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
24.2 billion cubic meters and will pay for gas a
maximum sum of 23 billion rubles.
PROPOSAL #7.52: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO Gazprom
Neft Orenburg pursuant to which ZAO Gazprom Neft
Orenburg will deliver and OAO Gazprom will accept
[off-take] unstable crude oil in an amount of not
more than 650 thousand tons and will pay for crude
oil a maximum sum of 5.3 billion rubles.
PROPOSAL #7.53: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SIBUR
Holding pursuant to which OAO SIBUR Holding will
deliver and OAO Gazprom will accept [off-take] dry
stripped gas processed at gas refining complexes in
an amount of not more than 4.5 billion cubic meters
and will pay for gas a maximum sum of 5.1 billion
PROPOSAL #7.54: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SIBUR
Holding pursuant to which OAO Gazprom will sell and
OAO SIBUR Holding will buy ethane fraction in a total
amount of 4.885 million tons for a maximum sum of
33.707 billion rubles.
PROPOSAL #7.55: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SIBUR
Holding pursuant to which OAO SIBUR Holding
undertakes under instructions of OAO Gazprom and for
a fee of not more than 30 million rubles, to enter
into: in OAO Gazprom's name and for OAO Gazprom's
account: agreements providing for the processing of
ethane fraction in an amount of not more than 275
thousand tons and with the maximum cost of ethane
fraction processing services being 2.6 billion
rubles; and agreements providing for the sale of
ethane fraction processing products [polyethylene] in
an amount of not more than 180 thousand tons for a
maximum sum of 6.5 billion rubles; and in its own
name, but for OAO Gazprom's account: agreements on
arranging for the transportation and storage of
ethane fraction processing products [polyethylene]
owned by OAO Gazprom in an amount of not more than 36
thousand tons for a maximum sum of 75 million rubles.
PROPOSAL #7.56: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 1.2 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 1
billion rubles.
PROPOSAL #7.57: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 #7.58: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 45 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 70
PROPOSAL #7.59: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 3.8 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 2.62
billion rubles.
PROPOSAL #7.60: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 45 billion cubic
meters and OAO NOVATEK will pay for the services
related to arranging for the transportation of gas
via trunk gas pipelines a maximum sum of 60 billion
rubles..
PROPOSAL #7.61: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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
billion cubic meters and OAO NOVATEK will pay for the
services related to arranging for gas injection and
storage a maximum sum of 400 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
billion cubic meters and OAO NOVATEK will pay for the
services related to arranging for the off-taking of
gas a maximum sum of 20 million rubles.
PROPOSAL #7.62: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and a/s
Latvijas Gaze pursuant to which OAO Gazprom will sell
and a/s Latvijas Gaze will purchase gas as follows:
in an amount of not more than 750 million cubic
meters for a maximum sum of 225 million euros in the
second half of 2009 and in an amount of not more than
750 million cubic meters for a maximum sum of 225
million euros in the first half of 2010, as well as
pursuant to which a/s Latvijas Gaze will provide
services related to injection into and storage in the
Ineukalna underground gas storage facility of gas
owned by OAO Gazprom, and related to its off-taking
and transportation across the territory of the
Republic of Latvia, as follows: in the second half of
2009-services related to injection of gas in an
amount of not more than 1.2 billion cubic meters,
services related to storage and off-taking of gas in
an amount of not more than 800 million cubic meters
and services related to transportation of gas in an
amount of not more than 2 billion cubic meters, and
OAO Gazprom will pay for such services a maximum sum
of 20 million euros; and in the first half of 2010
– services related to injection of gas in an
amount of not more than 800 million cubic meters,
services related to storage and off-taking of gas in
an amount of not more than 1 billion cubic meters and
services related to transportation of gas in an
amount of not more than 1.8 billion cubic meters, and
OAO Gazprom will pay for such services a maximum sum
PROPOSAL #7.63: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 675 million cubic meters for
a maximum sum of 180 million euros in the second half
of 2009 and in an amount of not more than 790
million cubic meters for a maximum sum of 210 million
euros in the first half of 2010, as well as pursuant
to which AB Lietuvos Dujos will provide services
related to the transportation of gas in transit mode
across the territory of the Republic of Lithuania as
follows: in the second half of 2009-in an amount of
not more than 743 million cubic meters, and OAO
Gazprom will pay for such gas transportation services
a maximum sum of 3 million euros; and in the first
half of 2010-in an amount of not more than 1.25
billion cubic meters, and OAO Gazprom will pay for
such gas transportation services a maximum sum of 6.5
PROPOSAL #7.64: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 180 million cubic meters for a
maximum sum of 48 million euros in the second half of
2009 and in an amount of not more than 225 million
cubic meters for a maximum sum of 60 million euros in
the first half of 2010.
PROPOSAL #7.65: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and MoldovaGaz
S.A. pursuant to which OAO Gazprom will deliver and
MoldovaGaz S.A. will accept [off-take] in 2010 gas in
an amount of not more than 3.9 billion cubic meters
and will pay for gas a maximum sum of 1.33 billion
U.S. dollars.
PROPOSAL #7.66: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and MoldovaGaz
S.A. pursuant to which in 2010 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 22.1
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 55.4 million
PROPOSAL #7.67: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and KazRosGaz
LLP pursuant to which KazRosGaz LLP will sell and OAO
Gazprom will purchase in 2010 gas in an amount of
not more than 1.2 billion cubic meters for a maximum
sum of 150 million U.S. dollars.
PROPOSAL #7.68: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and KazRosGaz
LLP pursuant to which in 2010 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 8.5
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 35.2 million
U.S. dollars.
PROPOSAL #7.69: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Beltransgaz pursuant to which OAO Gazprom will sell
and OAO Beltransgaz will purchase in 2010 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 2010 OAO Beltransgaz will
provide services related to the transportation of gas
in transit mode across the territory of the Republic
of Belarus via the gas transportation system of OAO
Beltransgaz and via the Byelorussian segment of
Russia's Yamal-Europe gas pipeline in an amount of
not more than 48.2 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 700 million U.S. dollars.
PROPOSAL #7.70: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OOO
Gazpromtrans pursuant to which OOO Gazpromtrans
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 2009 to December 2009 and from
January 2010 to June 2010, 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 maximum sum of 500 thousand
PROPOSAL #7.71: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO Gazprom
Invest Yug pursuant to which ZAO Gazprom Invest Yug
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 2009 to December 2009 and from
January 2010 to June 2010, 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 maximum sum of 150 million rubles.
PROPOSAL #7.72: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 2009 to December 2009 and from
January 2010 to June 2010, 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 maximum sum of 350 million rubles.
PROPOSAL #7.73: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Space Systems pursuant to which OAO Gazprom Space
Systems undertakes, during the period from 01 JUL
2009 to 31 DEC 2010, in accordance with instructions
from OAO Gazprom, to provide services related to the
implementation of OAO Gazprom's investment projects
involving the construction and commissioning of
facilities and OAO Gazprom undertakes to pay for such
services a maximum sum of 600 thousand rubles.
PROPOSAL #7.74: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO
Yamalgazinvest pursuant to which ZAO Yamalgazinvest
undertakes, during the period from 01 JUL 2009 to 31
DEC 2010, in accordance with instructions from OAO
Gazprom, to provide services related to the
implementation of OAO Gazprom's investment projects
involving the construction and commissioning of
facilities and OAO Gazprom undertakes to pay for such
services a maximum sum of 3.6 billion rubles.
PROPOSAL #7.75: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO Gazprom
Neft Orenburg pursuant to which ZAO Gazprom Neft
Orenburg undertakes, during the period from 01 JUL
2009 to 31 DEC 2010, in accordance with instructions
from OAO Gazprom, to provide services related to the
implementation of OAO Gazprom's investment projects
involving the construction and commissioning of
facilities and OAO Gazprom undertakes to pay for such
services a maximum sum of 29.69 million rubles.
PROPOSAL #7.76: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO Gazprom
Invest Yug pursuant to which ZAO Gazprom Invest Yug
undertakes, during the period from 01 JUL 2009 to 31
DEC 2010, in accordance with instructions from OAO
Gazprom, to provide services related to the
implementation of OAO Gazprom's investment projects
involving the construction and commissioning of
facilities and OAO Gazprom undertakes to pay for such
services a maximum sum of 3.3 billion rubles.
PROPOSAL #7.77: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OOO
Gazpromtrans pursuant to which OOO Gazpromtrans
undertakes, during the period from 01 JUL 2009 to 31
DEC 2010, in accordance with instructions from OAO
Gazprom, to provide services related to the
implementation of OAO Gazprom's investment projects
involving the construction and commissioning of
facilities and OAO Gazprom undertakes to pay for such
services a maximum sum of 280 million rubles.
PROPOSAL #7.78: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO
Gaztelecom pursuant to which ZAO Gaztelecom
undertakes, during the period from 01 JUL 2009 to 31
DEC 2010, in accordance with instructions from OAO
Gazprom, to provide services related to the
implementation of OAO Gazprom's investment projects
involving the construction and commissioning of
facilities and OAO Gazprom undertakes to pay for such
services a maximum sum of 6.35 million rubles.
PROPOSAL #7.79: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO Federal
Research and Production Center NefteGazAeroCosmos
pursuant to which ZAO Federal Research and Production
Center NefteGazAeroCosmos undertakes, during the
period from 01 JUL 2009 to 31 DEC 2010, in accordance
with instructions from OAO Gazprom, to provide
services related to the implementation of OAO
Gazprom's investment projects involving the
construction and commissioning of facilities and OAO
Gazprom undertakes to pay for such services a maximum
sum of 6.7 million rubles.
PROPOSAL #7.80: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 Gazprom's 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 5
billion rubles, with each agreement having a term of
PROPOSAL #7.81: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement 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 [insured
events], 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], up to the aggregate
insurance amount of not more than 30 million rubles,
and OAO Gazprom undertakes to pay an insurance
premium in a total maximum amount of 100 thousand
rubles, with each agreement having a term of 1 year.
PROPOSAL #7.82: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SOGAZ
pursuant to which OAO SOGAZ undertakes, in the event
that harm is caused to the life or health of OAO
Gazprom's employees [insured persons] as a result of
an accident that occurs during the period of the
insurance coverage on a 24-hour-a-day basis or
diseases that are diagnosed during the effective
period of the agreements [insured events], to make an
insurance payment to the insured person or the
person designated by him as his beneficiary or to the
heir of the insured person [beneficiaries], up to
the aggregate insurance amount of not more than 150
billion rubles, and OAO Gazprom undertakes to pay OAO
SOGAZ an insurance premium in a total maximum amount
of 40 million rubles, with each agreement having a
term of 1 year.
PROPOSAL #7.83: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SOGAZ
pursuant to which OAO SOGAZ undertakes, whenever
employees of OAO Gazprom or members of their families
or non-working retired former employees of OAO
Gazprom or members of their families [insured persons
who are beneficiaries] apply to a health care
institution for the provision of medical services
[insured events], to arrange and pay for the
provision of medical services to the insured persons
up to the aggregate insurance amount of not more than
90 billion rubles and OAO Gazprom undertakes to pay
OAO SOGAZ an insurance premium in a total maximum
amount of 200 million rubles, with each agreement
PROPOSAL #7.84: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SOGAZ
pursuant to which OAO SOGAZ undertakes, whenever
employees of OAO Gazprom Avtopredpriyatie, a branch
of OAO Gazprom, or members of their families or non-
working retired former employees of OAO Gazprom
Avtopredpriyatie, a branch of OAO Gazprom, or members
of their families [insured persons who are
beneficiaries] apply to a health care institution for
the provision of medical services [insured events],
to arrange and pay for the provision of medical
services to the insured persons up to the aggregate
insurance amount of not more than 52.8 million rubles
and OAO Gazprom undertakes to pay OAO SOGAZ an
insurance premium in a total maximum amount of 51.1
million rubles, with each agreement having a term of
PROPOSAL #7.85: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SOGAZ
pursuant to which OAO SOGAZ undertakes, in the event
that OAO Gazprom, acting in its capacity as customs
broker, incurs liability as a result of any harm
having been caused to the property of third persons
represented by OAO Gazprom in connection with the
conduct of customs operations [beneficiaries] and/or
any contracts with such persons having been breached
[insured events], to make an insurance payment to
such persons up to the aggregate insurance amount of
not more than 70 million rubles and OAO Gazprom
undertakes to pay OAO SOGAZ an insurance premium in a
total maximum amount of 1 million rubles, with each
agreement having a term of 3 years.
PROPOSAL #7.86: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO SOGAZ
pursuant to which OAO SOGAZ undertakes, whenever harm
[damage or destruction] is caused to a
transportation vehicle owned by OAO Gazprom, or it is
stolen or hijacked, or an individual component,
part, unit, device or supplementary equipment
installed on such transportation vehicle is stolen
[insured events], to make an insurance payment to OAO
Gazprom [beneficiary] up to the aggregate insurance
amount of not more than 840 million rubles and OAO
Gazprom undertakes to pay OAO SOGAZ an insurance
premium in a total maximum amount of 16 million
rubles, with each agreement having a term of 1 year.
PROPOSAL #7.87: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI 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, agreement between OAO
Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ
undertakes, in the event of: assertion against
members of the Board of Directors or the Management
Committee of OAO Gazprom who are not persons holding
state positions in the Russian Federation or
positions in the state civil service [insured
persons] by physical or legal persons for whose
benefit the agreement will be entered into and to
whom harm could be caused, including shareholders of
OAO Gazprom, debtors and creditors of OAO Gazprom,
employees of OAO Gazprom, as well as the Russian
Federation represented by its authorized agencies and
representatives [third persons [beneficiaries]], of
claims for compensation of losses resulting from
unintentional erroneous actions [inaction] by insured
persons in the conduct by them of their managerial
activities; incurrence by insured persons of judicial
or other costs to settle such claims; assertion
against OAO Gazprom by third persons [beneficiaries]
of claims for compensation of losses resulting from
unintentional erroneous actions [inaction] by insured
persons in the conduct by them of their managerial
activities on the basis of claims asserted with
respect to OAO Gazprom's securities, as well as
claims originally asserted against insured persons;
incurrence by OAO Gazprom of judicial or other costs
to settle such claims [insured events], to make an
insurance payment to the third persons
[beneficiaries] whose interests have been harmed, as
well as to insured persons and/or OAO Gazprom in the
event of incurrence of judicial or other costs to
settle claims for compensation of losses, up to the
aggregate insurance amount of not more than the ruble
equivalent of 100 million U.S. dollars, and OAO
Gazprom undertakes to pay OAO SOGAZ an insurance
premium in a total maximum amount equal to the ruble
equivalent of 2 million U.S. dollars, such agreement
PROPOSAL #7.88: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Vostokgazprom, OAO Gazprom Promgaz, OAO
Gazpromregiongaz, OOO Gazprom Export, OAO Gazprom
Space Systems, OOO Gazpromtrans, OOO Gazprom
Komplektatsiya, OAO Lazurnaya, ZAO Gazprom Neft
Orenburg, ZAO Yamalgazinvest, OAO
Salavatnefteorgsintez, DOAO Tsentrenergogaz of OAO
Gazprom and OAO Tsentrgaz [the Contractors] pursuant
to which the Contractors undertake to perform from 30
AUG 2009 to 31 DEC 2009 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 an aggregate
maximum sum of 2.5 million rubles.
PROPOSAL #7.89: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and DOAO
Tsentrenergogaz of OAO Gazprom pursuant to which DOAO
Tsentrenergogaz of OAO Gazprom undertakes to perform
during the period from 01 JUL 2009 to 30 OCT 2010,
in accordance with instructions from OAO Gazprom,
research work for OAO Gazprom covering the following
subject: Development of regulatory documents in the
area of maintenance and repair of equipment and
structures , 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 31 million rubles.
PROPOSAL #7.90: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO
Gazavtomatika of OAO Gazprom pursuant to which OAO
Gazavtomatika of OAO Gazprom undertakes to perform
during the period from 01 JUL 2009 to 30 JUN 2011, in
accordance with instructions from OAO Gazprom,
research work for OAO Gazprom covering the following
subjects: Development of key regulations regarding
the creation of integrated automatic process control
systems for the operating facilities of subsidiary
companies by type of activity [production,
transportation, underground storage and refining of
gas and gas condensate] ; and Development of model
technical requirements for designing automation
systems for facilities of software and hardware
complex by type of activity [production,
transportation, storage and refining of gas and gas
condensate] , 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 26.55 million rubles.
PROPOSAL #7.91: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 30 JUL 2010, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Development of
recommendations regarding the determination of the
amounts of overhead expenses and anticipated profits
in the construction of OAO Gazprom's wells ;
Development of a technology for remotely updating
technological and other schemes directly in a
graphical data base ; Recommendations regarding the
application and utilization of alternative types of
energy resources for the gasification of industrial
enterprises, households and transportation vehicles ;
and Preparation of a report on the financial and
economic feasibility of acquisition of shares owned
by OOO NGK ITERA in OAO Bratskekogaz, the holder of
the license for the right to use the subsoil of the
Bratskoye gas condensate 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 49.1 million
rubles.
PROPOSAL #7.92: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 31 DEC 2010, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Development of
programs for the reconstruction and technological
upgrading of the gas facilities of the Gazprom Group
for 2010 ; Development of a Master Plan of the Siting
of Facilities for the Production and Sale of
Liquefied Hydrocarbon Gases [Propane-Butane] ;
Organizing the metering of the quantities of gas,
condensate and oil extracted from the subsoil in the
process of development of gas condensate fields and
oil and gas condensate fields ; and Development of
cost estimation standards and rules for the
construction of trunk gas pipelines with a 12 MPa
pressure rating to meet OAO Gazprom's 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
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GAZPROM O A O
TICKER: N/A CUSIP: 368287207
MEETING DATE: 6/26/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #7.93: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 31 DEC 2010, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Development of a
concept for utilization of renewable energy sources
by OAO Gazprom on the basis of an analysis of the
experience of global energy companies in the area of
development of alternative power ; Development of a
comprehensive Program for Early Diagnostics and
Prevention of Cardiovascular Diseases of OAO
Gazprom's Personnel ; Development of an Occupational
Risk Management System and a Program for Prevention
of Injuries to Personnel at OAO Gazprom's Enterprises
; Development of a regulatory and methodological
framework for the vocational selection of personnel
from OAO Gazprom's organizations to work on a
rotational team basis ; and Development of a
comprehensive Program for Early Identification and
Prevention of Oncological Diseases of OAO Gazprom's
Personnel , 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 132 million rubles.
PROPOSAL #7.94: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 31 DEC 2010, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Development of
regulatory and technical documentation related to the
organization and performance of repairs at OAO
Gazprom's facilities ; and Development of a Concept
for Streamlining Production Processes at Gas
Distribution Organizations , 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 251.5
million rubles.
PROPOSAL #7.95: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 30 JUL 2011, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Improving the
regulatory and methodological framework for energy
saving at OAO Gazprom's facilities ; Development of a
regulatory document for calculating indicators of
reliability of gas distribution systems ; Development
of a regulatory framework for the diagnostic
servicing of gas distribution systems of the gas
supply sector ; Development of regulatory and
methodological documents in the area of study of gas
condensate characteristics of wells and fields in the
course of prospecting and exploration work and in
overseeing the development of gas condensate fields
and oil and gas condensate fields ; and Development
of guidelines for the design, construction,
reconstruction and operation of gas distribution
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
PROPOSAL #7.96: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 31 DEC 2011, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Development of
regulatory documents in the area of the energy
industry, including sea-based facilities ; and
Development of standardized systems for managing gas
distribution organizations , 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 193 million
rubles.
PROPOSAL #7.97: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 31 DEC 2011, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Development of a
system of medical, sanitary and psychological support
for work at the Shtokman field making use of
rotational team labor ; Development of
recommendations for selecting efficient secondary
methods of extracting oil from oil-rimmed gas
condensate fields, using the Urengoiskoe and
Orenburgskoe fields as examples; and Development of
unified standards for evaluating [monitoring] and
forecasting the impact of natural, environmental and
production factors on the state of human health in
the area of construction of the Pre-Caspian gas
pipeline and development of the Caspian Sea shelf and
Central Asian oil and gas fields , 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
PROPOSAL #7.98: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 31 DEC 2011, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Analytical studies
of the cost of 1 meter of drilling progress at OAO
Gazprom's fields and sites ; Development of price
lists for repairs at OAO Gazprom's facilities ; and
Program for bringing gas pipeline branches into
operation through the year 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 495.1
million rubles.
PROPOSAL #7.99: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and OAO Gazprom
Promgaz pursuant to which OAO Gazprom Promgaz
undertakes to perform during the period from 01 JUL
2009 to 31 DEC 2010, in accordance with instructions
from OAO Gazprom, research work for OAO Gazprom
covering the following subjects: Arranging for the
monitoring of prices for all types of capital
construction resources with reference to areas of
clustered construction of OAO Gazprom's facilities ;
Develop a procedure for providing design
organizations with information about prices for
material and technical resources for the purpose of
adopting optimal decisions in designing the Unified
Gas Supply System's facilities ; and Perform an
analysis of the impact of changes in the commercial
rate of penetration for prospecting and exploration
wells and prepare measures designed to increase such
rate and reduce the cost of geological exploration
work, 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 93.2 million rubles.
PROPOSAL #7.100: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement of OAO Gazprom with OAO Gazprom
Promgaz and OAO Gazavtomatika of OAO Gazprom [the
Contractors] pursuant to which the Contractors
undertake to perform during the period from 01 JUL
2009 to 31 DEC 2009, in accordance with instructions
from OAO Gazprom, the services of implementing
programs for scientific and technical cooperation
between OAO Gazprom and foreign partner companies and
OAO Gazprom undertakes to pay for such services a
total maximum sum of 2 million rubles.
PROPOSAL #7.101: Approve, in accordance with Chapter ISSUER YES FOR FOR
XI of the Federal Law on Joint Stock Companies and
Chapter XI of the Charter of OAO Gazprom, to enter
into an agreement between OAO Gazprom and ZAO Gazprom
Invest Yug, OOO Gazpromtrans, ZAO Gazprom
Zarubezhneftegaz, OAO Gazprom Promgaz, OOO
Severneftegazprom, ZAO Yamalgazinvest, ZAO Gazprom
Neft Orenburg, OOO Gazprom Komplektatsiya, OAO
Vostokgazprom, OAO Tomskgazprom, OAO TGK-1, OAO
Mosenergo, OOO Gazprom Tsentrremont, OAO Tsentrgaz,
OOO Gazprom Export, OAO Gazpromregiongaz, OAO Gazprom
Neft, OOO Mezhregiongaz and Gazpromipoteka Fund [the
Licensees] pursuant to which OAO Gazprom will grant
the Licensees a non-exclusive license to use OAO
Gazprom's trade marks, , Gazprom and, which
have been registered in the State Register of Trade
Marks and Service Marks of the Russian Federation, as
follows: on goods or labels or packaging of goods
which are produced, offered for sale, sold or
displayed at exhibitions or fairs or are otherwise
introduced into civil turnover in the territory of
the Russian Federation, or are stored or transported
for such purpose, or are brought into the territory
of the Russian Federation; in connection with the
performance of work or the provision of services,
including the development of oil or gas fields or the
construction of oil pipelines or gas pipelines; on
accompanying, commercial or other documentation,
including documentation related to the introduction
of goods into civil turnover; in offers regarding the
sale of goods, regarding the performance of work or
regarding the provision of services, as well as in
announcements, in advertisements, in connection with
the conduct of charitable or sponsored events, in
printed publications, on official letterheads, on
signs, including, without limitation, on
administrative buildings, industrial facilities,
multi-function refueling complexes with accompanying
types of roadside service, shops, car washes, cafes,
car service / tire fitting businesses, recreational
services centers, on transportation vehicles, as well
as on clothes and individual protection gear; on the
Licensees' seals; in the Internet network; and in
the Licensees' corporate names, and the Licensees
will pay OAO Gazprom license fees in the form of
quarterly payments for the right to use each of OAO
Gazprom's trade marks with respect to each
transaction in the amount of not more than 300 times
the minimum wage established by the effective
legislation of the Russian Federation as of the date
of signature of delivery and acceptance acts, plus
VAT at the rate required by the effective legislation
of the Russian Federation, in a total maximum sum of
68.4 million rubles.
PROPOSAL #8.1: Elect Mr. Akimov Andrey Igorevich as a ISSUER YES AGAINST AGAINST
Member of the Board of Directors of the Company.
PROPOSAL #8.2: Elect Mr. Ananenkov Alexander ISSUER YES AGAINST AGAINST
Georgievich as a Member of the Board of Directors of
the Company.
PROPOSAL #8.3: Elect Mr. Bergmann Burckhard as a ISSUER YES AGAINST AGAINST
Member of the Board of Directors of the Company.
PROPOSAL #8.4: Elect Mr. Gazizullin Farit Rafikovich ISSUER YES AGAINST AGAINST
as a Member of the Board of Directors of the Company.
PROPOSAL #8.5: Elect Mr. Gusakov Vladimir ISSUER YES AGAINST AGAINST
Anatolievich as a Member of the Board of Directors of
PROPOSAL #8.6: Elect Mr. Zubkov Viktor Alexeevich as ISSUER YES AGAINST AGAINST
a Member of the Board of Directors of the Company.
PROPOSAL #8.7: Elect Ms. Karpel Elena Evgenievna as a ISSUER YES AGAINST AGAINST
Member of the Board of Directors of the Company.
PROPOSAL #8.8: Elect Mr. Makarov Alexey Alexandrovich ISSUER YES AGAINST AGAINST
as a Member of the Board of Directors of the Company.
PROPOSAL #8.9: Elect Mr. Miller Alexey Borisovich as ISSUER YES AGAINST AGAINST
a Member of the Board of Directors of the Company.
PROPOSAL #8.10: Elect Mr. Musin Valery Abramovich as ISSUER YES FOR FOR
a Member of the Board of Directors of the Company.
PROPOSAL #8.11: Elect Ms. Nabiullina Elvira ISSUER YES AGAINST AGAINST
Sakhipzadovna as a Member of the Board of Directors
of the Company.
PROPOSAL #8.12: Elect Mr. Nikolaev Viktor Vasilievich ISSUER YES AGAINST AGAINST
as a Member of the Board of Directors of the Company.
PROPOSAL #8.13: Elect Mr. Petrov Yury Alexandrovich ISSUER YES AGAINST AGAINST
as a Member of the Board of Directors of the Company.
PROPOSAL #8.14: Elect Mr. Sereda Mikhail Leonidovich ISSUER YES AGAINST AGAINST
as a Member of the Board of Directors of the Company.
PROPOSAL #8.15: Elect Mr. Foresman Robert Mark as a ISSUER YES AGAINST AGAINST
Member of the Board of Directors of the Company.
PROPOSAL #8.16: Elect Mr. Fortov Vladimir Evgenievich ISSUER YES AGAINST AGAINST
as a Member of the Board of Directors of the Company.
PROPOSAL #8.17: Elect Mr. Shmatko Sergey Ivanovich as ISSUER YES AGAINST AGAINST
a Member of the Board of Directors of the Company.
PROPOSAL #8.18: Elect Mr. Yusufov Igor Khanukovich as ISSUER YES AGAINST AGAINST
a Member of the Board of Directors of the Company.
PROPOSAL #9.1: Elect Mr. Arkhipov Dmitry ISSUER YES FOR FOR
Alexandrovich as a Member of the Audit Commission of
PROPOSAL #9.2: Elect Mr. Bikulov Vadim Kasymovich as ISSUER YES FOR FOR
a Member of the Audit Commission of the Company.
PROPOSAL #9.3: Elect Mr. Ishutin Rafael Vladimirovich ISSUER YES FOR FOR
as a Member of the Audit Commission of the Company.
PROPOSAL #9.4: Elect Mr. Kobzev Andrey Nikolaevich as ISSUER YES FOR FOR
a Member of the Audit Commission of the Company.
PROPOSAL #9.5: Elect Ms. Lobanova Nina Vladislavovna ISSUER YES FOR FOR
as a Member of the Audit Commission of the Company.
PROPOSAL #9.6: Elect Ms. Mikhailova Svetlana ISSUER YES FOR FOR
Sergeevna as a Member of the Audit Commission of the
PROPOSAL #9.7: Elect Mr. Nosov Yury Stanislavovich as ISSUER YES AGAINST AGAINST
a Member of the Audit Commission of the Company.
PROPOSAL #9.8: Elect Mr. Ozerov Sergey Mikhailovich ISSUER YES AGAINST AGAINST
as a Member of the Audit Commission of the Company.
PROPOSAL #9.9: Elect Ms. Tikhonova Mariya Gennadievna ISSUER YES AGAINST AGAINST
as a Member of the Audit Commission of the Company.
PROPOSAL #9.10: Elect Ms. Tulinova Olga Alexandrovna ISSUER YES AGAINST
as a Member of the Audit Commission of the Company.
PROPOSAL #9.11: Elect Mr. Shubin Yury Ivanovich as a ISSUER YES AGAINST
Member of the Audit Commission of the Company.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GEBERIT AG, RAPPERSWIL-JONA
TICKER: N/A CUSIP: H2942E124
MEETING DATE: 4/30/2009 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
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GEBERIT AG, RAPPERSWIL-JONA
TICKER: N/A CUSIP: H2942E124
MEETING DATE: 4/30/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Approve the annual report, the annual ISSUER YES FOR FOR
accounts and the accounts of the Group 2008, as well
as acceptance of the reports of the Auditors
PROPOSAL #2.: Approve the appropriation of the ISSUER YES FOR FOR
balance profit
PROPOSAL #3.: Grant discharge to the Board of ISSUER YES FOR FOR
Directors
PROPOSAL #4.1: Re-elect Mr. Hans Hess as a Board of ISSUER YES FOR FOR
Director for a term of office of 2 years
PROPOSAL #4.2: Re-elect Mr. Randolf Hanslin as a ISSUER YES FOR FOR
Board of Director for a term of office of 3 years
PROPOSAL #4.3: Re-elect Dr. Robert Heberlein as a ISSUER YES FOR FOR
Board of Director for a term of office of 3 years
PROPOSAL #4.4: Elect Mrs. Susanne Ruoff as a Board of ISSUER YES FOR FOR
Director for a term of office of 1 year
PROPOSAL #4.5: Elect Mr. Robert F. Spoerry as a Board ISSUER YES FOR FOR
of Director for a term of office of 1 year
PROPOSAL #5.: Re-appoint PricewaterhouseCoopers as ISSUER YES FOR FOR
the Auditors for the year 2009
PROPOSAL #6.: Approve to reduce the share capital ISSUER YES FOR FOR
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENERAL DYNAMICS CORPORATION
TICKER: GD CUSIP: 369550108
MEETING DATE: 5/6/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECTION OF DIRECTOR: N.D. CHABRAJA ISSUER YES FOR FOR
PROPOSAL #1B: ELECTION OF DIRECTOR: J.S. CROWN ISSUER YES FOR FOR
PROPOSAL #1C: ELECTION OF DIRECTOR: W.P. FRICKS ISSUER YES FOR FOR
PROPOSAL #1D: ELECTION OF DIRECTOR: J.L. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1E: ELECTION OF DIRECTOR: G.A. JOULWAN ISSUER YES FOR FOR
PROPOSAL #1F: ELECTION OF DIRECTOR: P.G. KAMINSKI ISSUER YES FOR FOR
PROPOSAL #1G: ELECTION OF DIRECTOR: J.M. KEANE ISSUER YES FOR FOR
PROPOSAL #1H: ELECTION OF DIRECTOR: D.J. LUCAS ISSUER YES FOR FOR
PROPOSAL #1I: ELECTION OF DIRECTOR: L.L. LYLES ISSUER YES FOR FOR
PROPOSAL #1J: ELECTION OF DIRECTOR: J.C. REYES ISSUER YES FOR FOR
PROPOSAL #1K: ELECTION OF DIRECTOR: R. WALMSLEY ISSUER YES FOR FOR
PROPOSAL #02: APPROVAL OF GENERAL DYNAMICS 2009 ISSUER YES FOR FOR
EQUITY COMPENSATION PLAN
PROPOSAL #03: APPROVAL OF 2009 GENERAL DYNAMICS ISSUER YES FOR FOR
UNITED KINGDOM SHARE SAVE PLAN
PROPOSAL #04: SELECTION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
PROPOSAL #05: SHAREHOLDER PROPOSAL WITH REGARD TO SHAREHOLDER YES ABSTAIN AGAINST
WEAPONS IN SPACE
PROPOSAL #06: SHAREHOLDER PROPOSAL WITH REGARD TO SHAREHOLDER YES AGAINST FOR
EXECUTIVE DEATH BENEFIT PAYMENTS
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENTING INTERNATIONAL PUBLIC LTD CO
TICKER: N/A CUSIP: G3825Q102
MEETING DATE: 4/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #S.1: Approve to change the name of the ISSUER YES FOR FOR
Company to 'Genting Singapore Plc'
PROPOSAL #S.2: Approve the re-registration of the ISSUER YES FOR FOR
Company under the Isle of Man Companies Act 2006
PROPOSAL #S.3: Adopt a new Memorandum and Articles of ISSUER YES FOR FOR
Association of the Company as part of the proposed
re-registration
PROPOSAL #4.: Approve the addition of the ISSUER YES FOR FOR
international sales and marketing agreement to the
shareholders mandate for interested person
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: GENTING INTERNATIONAL PUBLIC LTD CO
TICKER: N/A CUSIP: G3825Q102
MEETING DATE: 4/24/2009 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.: Receive and adopt the Audited Financial ISSUER YES FOR FOR
Statements for the FYE 31 DEC 2008 and the
Directors' and Auditors' reports thereon
PROPOSAL #2.: Approve the payment of Directors' fees ISSUER YES FOR FOR
of SGD 481,865 [2007: SGD 504,308] for the FYE 31 DEC
2008
PROPOSAL #3.: Re-elect Mr. Justin TanWah Joo as a ISSUER YES FOR FOR
Director of the Company, pursuant to Article 102 of
the Articles of Association of the Company
PROPOSAL #4.: Re-elect Mr. Lim Kok Hoong as a ISSUER YES FOR FOR
Director of the Company, pursuant to Article 102 of
the Articles of Association of the Company
PROPOSAL #5.: Re-appoint Mr. Koh Seow Chuan as a ISSUER YES FOR FOR
Director of the Company pursuant to Article 101 of
the Articles of Association of the Company
PROPOSAL #S.6: Re-appoint the PricewaterhouseCoopers, ISSUER YES FOR FOR
Isle of Man as the Auditors of the Company and
authorize the Directors to fix their remuneration and
thereafter, subject to and conditional upon the
following: [i] the passing of the special resolution
at the EGM of the Company to be held immediately
following this 24th AGM for the re-registration of
the Company as a company governed under the Isle of
Man Companies Act 2006; and [ii] the issuance of the
certificate of de-registration and the certificate of
re-registration of the Company governed under the
Isle of Man Companies Act 2006 by the Companies
Registry of the Isle of Man Financial Supervision
Commission; to appoint PricewaterhouseCoopers,
Singapore [New Auditors] in place of
PricewaterhouseCoopers, Isle of Man as Auditors of
the Company and to authorize the Directors to fix the
PROPOSAL #7.: Authorize the Directors pursuant to ISSUER YES FOR FOR
Rule 806 of the Listing Manual of the Singapore
Exchange Securities Trading Limited to [1] allot and
issue shares in the capital of the Company whether by
way of rights, bonus or otherwise; and/or make or
grant offers, agreements or options [collectively,
'Instruments'] that might or would require shares to
be issued, including but not limited to the creation
and issue of [as well as adjustments to] warrants,
debentures or other instruments convertible into
shares; at any time and upon such terms and
conditions and for such purposes and to such persons
as the Directors may, in their absolute discretion,
deem fit [2] the aggregate number of shares to be
issued pursuant to this resolution does not exceed
50% [or 100%, in the event of a pro - rata
renounceable rights issue] of the issued share
capital of the Company, of which the aggregate number
of shares to be issued other than on a pro-rata
basis to shareholders of the Company does not exceed
20% of the issued share capital of the Company; the
purpose of determining the aggregate number of shares
that may be issued under paragraph (a) 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 at the
time this resolution is passed, and (ii) any
subsequent bonus issue, consolidation or subdivision
of shares; and unless revoked or varied by the
Company in general meeting, such authority shall
continue in force until the conclusion of the next
AGM of the Company or when it is required by law to
PROPOSAL #8.: Approve subject to and conditional upon ISSUER YES FOR FOR
the passing of Ordinary Resolution 7 above to the
Directors of the Company at any time to issue shares
in the capital of the Company [other than on a pro-
rata basis to shareholders of the Company] at an
issue price for each share which shall be determined
by the Directors in their absolute discretion
provided that such price shall not represent a
discount of more than 20% to the weighted average
price of a share in the capital of the Company for
trades done on the Singapore Exchange Securities
Trading Limited [SGX-ST] [as determined in accordance
with the requirements of SGX-ST]; and the authority
conferred by this resolution shall continue in force
until 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, whichever is the earlier
