UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-3735
NAME OF REGISTRANT: THE NEW ECONOMY FUND
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 333 South Hope Street
Los Angeles, CA 90071
NAME AND ADDRESS OF AGENT FOR SERVICE: Chad L. Norton
333 South Hope Street
Los Angeles, CA 90071
REGISTRANT'S TELEPHONE NUMBER: 213-486-9200
DATE OF FISCAL YEAR END: 11/30
DATE OF REPORTING PERIOD: 07/01/2004 - 06/30/2005
NEF
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ABN AMRO HOLDING NV Agenda Number: 700579432
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Security: N0030P459
Meeting Type: EGM
Meeting Date: 25-Aug-2004
Ticker:
ISIN: NL0000301109
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION
DATE SET ON 18 AUG 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Approve the compliance with Dutch Corporate Mgmt For *
Governance Code: issue of financing preference
shares; conditional cancellation of the financing
preference shares; and the amendment of the
Articles of Association
2. Amend the authorization granted to the Board Mgmt Against *
of Management: A) to issue ordinary shares
and convertible preference shares or to grant
rights to take up such classes of shares; and
B) to limit or exclude the pre-emptive rights
3. Approve the cancellation of the listing of the Mgmt For *
ABN Amro Holding N.V. Securities from the Singapore
Exchange
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ABN AMRO HOLDING NV Agenda Number: 700677997
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Security: N0030P459
Meeting Type: AGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: NL0000301109
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION
DATE SET ON 21 APR 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Approve the report of FY 2004 Mgmt For *
2.a Approve the 2004 financial statements Mgmt For *
2.b Approve the policy on dividends and additions Mgmt For *
to reserves and adopt the 2004 dividend
2.c Gant discharge from liability to Management Mgmt For *
Board for their Management conducted over
2004
2.d Grant discharge from liability to Supervisory Mgmt For *
Board for their Supervision exercised over
2004
3. Approve the Managing Board Compensation Policy Mgmt For *
4.a Appoint Mr. Robert F. Van Den Bergh to the Supervisory Mgmt For *
Board
4.b Appoint Mr. Anthony Ruys to the Supervisory Mgmt For *
Board
5.a Approve the Corporate Governance Mgmt For *
5.b Amend the Articles of Association in connection Mgmt For *
with the implementation of the structure Act
and the Dutch Corporate Governance Code
6. Authorize the Managing Board to have the Company Mgmt For *
acquire for a consideration shares in its own
capital
7.a Authorize the Managing Board to issue ordinary Mgmt For *
shares, convertible preference shares and preference
financing shares or to grant rights to take
up such classes of shares
7.b Authorize the Managing Board to restrict or Mgmt Against *
exclude the pre-emptive rights granted to shareholders
by law or Articles of Association
8. Any other business Other Abstain *
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ACXIOM CORPORATION Agenda Number: 932202978
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Security: 005125109
Meeting Type: Annual
Meeting Date: 04-Aug-2004
Ticker: ACXM
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DR. MARY L. GOOD Mgmt For For
RODGER S. KLINE Mgmt For For
STEPHEN M. PATTERSON Mgmt For For
JAMES T. WOMBLE Mgmt For For
02 APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES Mgmt For For
AVAILABLE UNDER THE 2000 STOCK OPTION PLAN.
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ADVANCED MICRO DEVICES, INC. Agenda Number: 932269649
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Security: 007903107
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: AMD
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HECTOR DE J. RUIZ Mgmt For For
W. MICHAEL BARNES Mgmt For For
BRUCE L. CLAFLIN Mgmt For For
H. PAULETT EBERHART Mgmt For For
DAVID J. EDMONDSON Mgmt For For
ROBERT B. PALMER Mgmt For For
LEONARD M. SILVERMAN Mgmt For For
MORTON L. TOPFER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF STOCKHOLDER PROPOSAL TO AMEND THE Shr For Against
CORPORATE DOCUMENTS.
04 APPROVAL OF STOCKHOLDER PROPOSAL REGARDING STOCK Shr For Against
OPTION EXPENSING.
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AETNA INC. Agenda Number: 932267126
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Security: 00817Y108
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: AET
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BETSY Z. COHEN Mgmt For For
BARBARA H. FRANKLIN Mgmt For For
JEFFREY E. GARTEN Mgmt For For
EARL G. GRAVES Mgmt For For
GERALD GREENWALD Mgmt For For
ELLEN M. HANCOCK Mgmt For For
MICHAEL H. JORDAN Mgmt For For
EDWARD J. LUDWIG Mgmt For For
JOSEPH P. NEWHOUSE Mgmt For For
JOHN W. ROWE, M.D. Mgmt For For
RONALD A. WILLIAMS Mgmt For For
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Mgmt For For
FIRM
03 APPROVAL OF 2000 STOCK INCENTIVE PLAN PEFORMANCE Mgmt For For
CRITERIA
04 APPROVAL OF 2001 ANNUAL INCENTIVE PLAN PERFORMANCE Mgmt For For
CRITERIA
05 SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING Shr For Against
06 SHAREHOLDER PROPOSAL ON STOCK OPTION EXPENSING Shr For Against
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ALFRESA HOLDINGS CORP, TOKYO Agenda Number: 700765603
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Security: J0109X107
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3126340003
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the profit appropriation for the No. Mgmt For *
2 term: dividends for the current term has
been proposed as JPY 25 per share JPY 50 on
a yearly basis
2. Amend the Company s Articles of Incorporation: Mgmt For *
the Company has to add the list of its objectives
in an attempt to diversify its overall business
operations
3. Approve the contract on exchange of shares between Mgmt For *
the Company and Seiwa Sangyo Corporation Limited:
by an exchange of shares, Seiwa Sangyo Corporation
Limited will become a wholly owned subsidiary
of the Company
4.1 Elect Mr. Kunio Fukujin as a Director Mgmt For *
4.2 Elect Mr. Futoshi Yokoi as a Director Mgmt For *
4.3 Elect Mr. Arata Watanabe as a Director Mgmt For *
4.4 Elect Mr. Kazuki Akagi as a Director Mgmt For *
4.5 Elect Mr. Hidetomi Takahashi as a Director Mgmt For *
4.6 Elect Mr. Denroku Ishiguro as a Director Mgmt For *
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ALLIED WASTE INDUSTRIES, INC. Agenda Number: 932324899
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Security: 019589308
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: AW
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES H. COTROS Mgmt For For
ROBERT M. AGATE Mgmt For For
LEON D. BLACK Mgmt For For
JAMES W. CROWNOVER Mgmt For For
MICHAEL S. GROSS Mgmt For For
DENNIS R. HENDRIX Mgmt For For
J. TOMILSON HILL Mgmt For For
NOLAN LEHMANN Mgmt For For
HOWARD A. LIPSON Mgmt For For
ANTONY P. RESSLER Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (INDEPENDENT AUDITOR)
FOR FISCAL YEAR 2005.
03 PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT Mgmt For For
OF THE 1994 AMENDED AND RESTATED NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN INTO THE 2005 NON-EMPLOYEE
DIRECTOR EQUITY COMPENSATION PLAN.
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ALTERA CORPORATION Agenda Number: 932301586
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Security: 021441100
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: ALTR
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN P. DAANE Mgmt For For
ROBERT W. REED Mgmt For For
CHARLES M. CLOUGH Mgmt For For
ROBERT J. FINOCCHIO, JR Mgmt For For
KEVIN MCGARITY Mgmt For For
PAUL NEWHAGEN Mgmt For For
WILLIAM E. TERRY Mgmt For For
SUSAN WANG Mgmt For For
02 TO APPROVE OUR 2005 EQUITY INCENTIVE PLAN. Mgmt For For
03 ONLY IN THE EVENT STOCKHOLDERS VOTE AGAINST Mgmt For For
PROPOSAL 2, TO APPROVE AN AMENDMENT TO THE
1996 STOCK OPTION PLAN TO INCREASE BY 3,000,000
THE NUMBER OF SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE UNDER THE PLAN.
04 TO APPROVE AN AMENDMENT TO THE 1987 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO INCREASE BY 1,000,000
THE NUMBER OF SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE UNDER THE PLAN.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30,
2005.
06 IF PROPERLY PRESENTED AT THE ANNUAL MEETING, Shr For Against
TO CONSIDER A STOCKHOLDER PROPOSAL TO REQUIRE
THE EXPENSING OF STOCK OPTION GRANTS ISSUED
BY THE COMPANY.
07 IF PROPERLY PRESENTED AT THE ANNUAL MEETING, Shr For Against
TO CONSIDER A STOCKHOLDER PROPOSAL TO REQUIRE
THAT DIRECTORS BE ELECTED BY MAJORITY VOTE.
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AMAZON.COM, INC. Agenda Number: 932306081
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Security: 023135106
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: AMZN
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JEFFREY P. BEZOS Mgmt For For
TOM A. ALBERG Mgmt For For
JOHN SEELY BROWN Mgmt For For
L. JOHN DOERR Mgmt For For
WILLIAM B. GORDON Mgmt For For
MYRTLE S. POTTER Mgmt For For
THOMAS O. RYDER Mgmt For For
PATRICIA Q. STONESIFER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
03 SHAREHOLDER PROPOSAL - VOTING STANDARD FOR ELECTION Shr For Against
OF DIRECTORS
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AMERISOURCEBERGEN CORPORATION Agenda Number: 932259206
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Security: 03073E105
Meeting Type: Annual
Meeting Date: 04-Mar-2005
Ticker: ABC
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RODNEY H. BRADY Mgmt For For
CHARLES H. COTROS Mgmt For For
JANE E. HENNEY, M.D. Mgmt For For
R. DAVID YOST Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
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ANDREW CORPORATION Agenda Number: 932249647
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Security: 034425108
Meeting Type: Annual
Meeting Date: 08-Feb-2005
Ticker: ANDW
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
T.A. DONAHOE Mgmt For For
R.E. FAISON Mgmt For For
J.D. FLUNO Mgmt For For
W.O. HUNT Mgmt For For
C.R. NICHOLAS Mgmt For For
R.G. PAUL Mgmt For For
G.A. POCH Mgmt For For
A.F. POLLACK Mgmt For For
G.O. TONEY Mgmt For For
02 TO APPROVE THE ADOPTION OF A NEW MANAGEMENT Mgmt For For
INCENTIVE PLAN.
03 TO APPROVE THE ADOPTION OF A NEW LONG TERM INCENTIVE Mgmt For For
PLAN.
04 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS Mgmt For For
INDEPENDENT PUBLIC AUDITORS FOR FISCAL YEAR
2005.
05 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Mgmt For For
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
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APPLIED MATERIALS, INC. Agenda Number: 932263623
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Security: 038222105
Meeting Type: Annual
Meeting Date: 23-Mar-2005
Ticker: AMAT
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL H. ARMACOST Mgmt For For
DEBORAH A. COLEMAN Mgmt For For
HERBERT M. DWIGHT, JR. Mgmt For For
PHILIP V. GERDINE Mgmt For For
PAUL R. LOW Mgmt For For
DAN MAYDAN Mgmt For For
STEVEN L. MILLER Mgmt For For
JAMES C. MORGAN Mgmt For For
GERHARD H. PARKER Mgmt For For
WILLEM P. ROELANDTS Mgmt For For
MICHAEL R. SPLINTER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS APPLIED Mgmt For For
MATERIALS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2005.
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ARBITRON INC. Agenda Number: 932320271
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Security: 03875Q108
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: ARB
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALAN W. ALDWORTH Mgmt For For
ERICA FARBER Mgmt For For
PHILIP GUARASCIO Mgmt For For
LARRY E. KITTELBERGER Mgmt For For
STEPHEN B. MORRIS Mgmt For For
LUIS G. NOGALES Mgmt For For
LAWRENCE PERLMAN Mgmt For For
RICHARD A. POST Mgmt For For
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AUTOMATIC DATA PROCESSING, INC. Agenda Number: 932223085
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Security: 053015103
Meeting Type: Annual
Meeting Date: 09-Nov-2004
Ticker: ADP
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GREGORY D. BRENNEMAN Mgmt For For
LESLIE A. BRUN Mgmt For For
GARY C. BUTLER Mgmt For For
JOSEPH A. CALIFANO, JR. Mgmt For For
LEON G. COOPERMAN Mgmt For For
R. GLENN HUBBARD Mgmt For For
ANN DIBBLE JORDAN Mgmt For For
HARVEY M. KRUEGER Mgmt For For
FREDERIC V. MALEK Mgmt For For
HENRY TAUB Mgmt For For
ARTHUR F. WEINBACH Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
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BAKER HUGHES INCORPORATED Agenda Number: 932260526
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Security: 057224107
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: BHI
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LARRY D. BRADY Mgmt For For
CLARENCE P. CAZALOT, JR Mgmt For For
ANTHONY G. FERNANDES Mgmt For For
J. LARRY NICHOLS Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Mgmt For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
03 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY Shr Against For
VOTES PROTOCOL.
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BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER Agenda Number: 700718832
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Security: E19790109
Meeting Type: OGM
Meeting Date: 17-Jun-2005
Ticker:
ISIN: ES0113900J37
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please be advised that additional information Non-Voting No vote
concerning Banco Santander Central Hispano,
S.A. can also be viewed on the company s website:
http://www.gruposantander.com/pagina/indice/0,,857_3_2,00.html
1. Examination and approval, where appropriate, Mgmt For *
of the Annual Accounts (Balance Sheet, Income
Statement and Annual Report) and of the management
of Banco Santander Central Hispano, S.A. and
its consolidated Group, relating to the Fiscal
Year ended on December 31, 2004.
2. Distribution of earnings from Fiscal Year 2004. Mgmt For *
3.A Ratification of the appointment of Lord Burns Mgmt For *
as a Director
3.B Ratification of the appointment of Mr. Luis Mgmt For *
Angel Rojo Duque as a Director
3.C Re-election of Mr. Emilio Botin-Sanz de Sautuola Mgmt For *
y Garcia de los Rios as a Director
3.D Re-election of Mr. Matias Rodriguez Inciarte Mgmt For *
as a Director
3.E Re-election of Mr. Manuel Soto Serrano as a Mgmt For *
Director
3.F Re-election of Mr. Guillermo de la Dehesa Romero Mgmt For *
as a Director
3.G Re-election of Mr. Abel Matutes Juan as a Director Mgmt For *
3.H Re-election of Mr. Francisco Javier Botin-Sanz Mgmt For *
de Sautuola y O Shea as a Director
4. Re-election of the Auditor for Fiscal Year 2005. Mgmt For *
5. Authorization for the Bank and its subsidiaries Mgmt For *
to acquire the Bank s shares under the terms
of Section 75 and the first additional regulation
of the Corporations Law, rescinding the unused
portion of the authorization granted at the
Ordinary General Shareholders Meeting of June
19, 2004.
6. Delegation to the Board of Directors of the Mgmt For *
power to carry out the resolution to be adopted
at the Meeting to increase share capital,
pursuant to the provisions of Section 153.1.a)
of the Corporations Law, rescinding resolution
Eight.II) adopted at the Ordinary General
Shareholders Meeting of June 19, 2004.
7. Authorization to the Board of Directors to increase Mgmt Against *
share capital, pursuant to the provisions of
Section 153.1.b) of the Corporations Law, and
with delegation of the power to exclude pre-emptive
rights, pursuant to the provisions of Section
159.2 of such Law, rescinding the authorization
granted pursuant to Resolution Nine.II) at
the General Shareholders Meeting of June 21,
2003.
8. Delegation to the Board of Directors of the Mgmt For *
power to issue nonconvertible fixed-income
securities.
9. Approval of an incentive stock option plan or Mgmt For *
other mechanisms tied to the shares of the
Bank, based on the performance of share prices
and profits, to be executed by the Bank and
its Subsidiaries.
10. Authorization for the Board of Directors to Mgmt Abstain *
interpret, cure, supplement, execute and further
develop the resolutions adopted by the shareholders
at the General Meeting, as well as to substitute
the powers it receives from the shareholders
acting at the General Meeting, and the grant
of powers to convert such resolutions into
notarial instruments.
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
18 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU
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BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN Agenda Number: 700680665
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Security: D08064103
Meeting Type: OGM
Meeting Date: 12-May-2005
Ticker:
ISIN: DE0008022005
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
146672 DUE TO ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. Receive the financial statements and the annual Mgmt For *
report for the 2004 FY with the report of the
Supervisory Board, the Group financial statements
and the Group annual report
2. Ratify the acts of the Board of Managing Directors Mgmt For *
3. Ratify the acts of the Supervisory Board Mgmt For *
4.1 Elect Mr. Max Dietrich Kley as a Member of the Mgmt For *
Supervisory Board
4.2 Elect Mr. Gerhard Randa as a Member of the Supervisory Mgmt For *
Board
4.3 Elect Dr. Diether Muenich as a Member of the Mgmt For *
Supervisory Board
5. Authorize the Company to acquire and sell own Mgmt For *
shares at prices not deviating more than 10%
from their average market price, on or before
31 OCT 2006; the total holding of shares acquired
for this purpose shall not exceed 5% of the
share capital at the end of any given day
6. Authorize the Company, to acquire own shares Mgmt For *
of up to 10% of its share capital, at prices
not deviating more than 10% from the average
market price of the shares, on or before 31
OCT 2006; the Board of Managing Directors be
authorized to dispose of the shares in a manner
other than the stock exchange or a rights offering
if the shares are sold at a price not materially
below their market price, to use the shares
for acquisition purposes or for the fulfilment
of convertible or option rights, and to retire
the shares
7. Amend the Articles of Association in connection Mgmt For *
with the new Law on Corporate Integrity and
Modernization of the Right to Set Aside Resolutions
of shareholders meetings UMAG as follows:
Section 17(2), Section 18(1), Section 18(2)
8. Amend the Articles of Association in connection Mgmt For *
with the new Law on Corporate Integrity and
Modernization of the Right to Set Aside Resolutions
of shareholders meetings UMAG as follows:
Section 20(4)
9. Amend the Articles of Association in respect Mgmt For *
of the object of the Company being adjusted
in connection with the new German Pfandbrief
Act
10. Approve the control and profit transfer agreements Mgmt For *
with the Company's wholly-owned subsidiaries
HVB Payments + Services GmbH and HVB Consult
GmbH, effective retroactively from 01 JAN 2005,
until at least 31 DEC 2010
11. Approve the profit transfer agreement with the Mgmt For *
Company's wholly-owned subsidiary Bankhaus
Neelmeyer AG, effective retroactively from
01 JAN 2005, until at least 31 DEC 2009
12. Appoint KPMG Deutsche Treuhand-Gesellschaft Mgmt For *
AG, Berlin and Frankfurt as the Auditors for
the 2005 FY
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BEST BUY CO., INC. Agenda Number: 932349132
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Security: 086516101
Meeting Type: Annual
Meeting Date: 23-Jun-2005
Ticker: BBY
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RONALD JAMES Mgmt For For
ELLIOT S. KAPLAN Mgmt For For
MATTHEW H. PAULL Mgmt For For
RICHARD M. SCHULZE Mgmt For For
MARY A. TOLAN Mgmt For For
HATIM A. TYABJI Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR.
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BJ SERVICES COMPANY Agenda Number: 932261085
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Security: 055482103
Meeting Type: Annual
Meeting Date: 24-Mar-2005
Ticker: BJS
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
L. WILLIAM HEILIGBRODT Mgmt For For
JAMES L. PAYNE Mgmt For For
J.W. STEWART Mgmt For For
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CADENCE DESIGN SYSTEMS, INC. Agenda Number: 932305899
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Security: 127387108
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: CDN
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
H. RAYMOND BINGHAM Mgmt For For
MICHAEL J. FISTER Mgmt For For
DONALD L. LUCAS Mgmt For For
A. S. VINCENTELLI Mgmt For For
GEORGE M. SCALISE Mgmt For For
JOHN B. SHOVEN Mgmt For For
ROGER S. SIBONI Mgmt For For
LIP-BU TAN Mgmt For For
02 APPROVAL OF AMENDMENT TO THE CADENCE DESIGN Mgmt For For
SYSTEMS, INC. 1995 DIRECTORS STOCK OPTION PLAN.
03 RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS OF CADENCE FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2005.
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CAPITAL ONE FINANCIAL CORPORATION Agenda Number: 932284538
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Security: 14040H105
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: COF
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PATRICK W. GROSS Mgmt For For
ANN FRITZ HACKETT Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS OF THE CORPORATION FOR 2005.
03 STOCKHOLDER PROPOSAL: DIRECTOR ELECTION MAJORITY Shr For Against
VOTE STANDARD.
04 STOCKHOLDER PROPOSAL: REPORT ON LONG-TERM TARGETS Shr For Against
FOR STOCK OPTIONS TO BE HELD BY EXECUTIVES.
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CAPITALSOURCE INC. Agenda Number: 932307413
- --------------------------------------------------------------------------------------------------------------------------
Security: 14055X102
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: CSE
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FREDERICK W. EUBANK, II Mgmt For For
JASON M. FISH Mgmt For For
TIMOTHY M. HURD Mgmt For For
DENNIS P. LOCKHART Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CAREMARK RX, INC. Agenda Number: 932305419
- --------------------------------------------------------------------------------------------------------------------------
Security: 141705103
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: CMX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWIN M. CRAWFORD Mgmt For For
KRISTEN GIBNEY WILLIAMS Mgmt For For
EDWARD L. HARDIN, JR. Mgmt For For
02 STOCKHOLDER PROPOSAL- POLITICAL CONTRIBUTIONS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CARMAX, INC. Agenda Number: 932341592
- --------------------------------------------------------------------------------------------------------------------------
Security: 143130102
Meeting Type: Annual
Meeting Date: 21-Jun-2005
Ticker: KMX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. ROBERT GRAFTON Mgmt For For
WILLIAM S. KELLOGG Mgmt For For
AUSTIN LIGON Mgmt For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS.
03 APPROVAL OF AN AMENDMENT TO THE CARMAX, INC. Mgmt Against Against
AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN.
04 APPROVAL OF AN AMENDMENT TO THE CARMAX, INC. Mgmt For For
AMENDED AND RESTATED 2002 NON-EMPLOYEE DIRECTORS
STOCK INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
CARNIVAL CORPORATION Agenda Number: 932266201
- --------------------------------------------------------------------------------------------------------------------------
Security: 143658300
Meeting Type: Annual
Meeting Date: 13-Apr-2005
Ticker: CCL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICKY ARISON Mgmt For For
AMB RICHARD G. CAPEN JR Mgmt For For
ROBERT H. DICKINSON Mgmt For For
ARNOLD W. DONALD Mgmt For For
PIER LUIGI FOSCHI Mgmt For For
HOWARD S. FRANK Mgmt For For
RICHARD J. GLASIER Mgmt For For
BARONESS HOGG Mgmt For For
A. KIRK LANTERMAN Mgmt For For
MODESTO A. MAIDIQUE Mgmt For For
JOHN P. MCNULTY Mgmt For For
SIR JOHN PARKER Mgmt For For
PETER G. RATCLIFFE Mgmt For For
STUART SUBOTNICK Mgmt For For
UZI ZUCKER Mgmt For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Mgmt Abstain Against
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Mgmt For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR CARNIVAL PLC AND TO
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTANTS FOR CARNIVAL CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Mgmt For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Mgmt For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT Mgmt For For
SHARES BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL Mgmt For For
PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES
IN THE OPEN MARKET.
- --------------------------------------------------------------------------------------------------------------------------
CERIDIAN CORPORATION Agenda Number: 932332961
- --------------------------------------------------------------------------------------------------------------------------
Security: 156779100
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: CEN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NICHOLAS D. CHABRAJA Mgmt For For
RONALD T. LEMAY Mgmt For For
GEORGE R. LEWIS Mgmt For For
RONALD L. TURNER Mgmt For For
ALAN F. WHITE Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CHINA UNICOM LTD Agenda Number: 700621914
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15125100
Meeting Type: EGM
Meeting Date: 23-Dec-2004
Ticker:
ISIN: HK0762009410
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve, the terms of the connected transaction Mgmt Abstain *
as specified; the caps for the FYE 31 DEC 2005
on the relevant continuing connected transactions
including no caps on the interconnection and
roaming arrangements of CDMA Network for the
FYE 31 DEC 2005 as specified; and authorize
the Directors of the Company to do all such
further acts and things and execute such further
documents and take all such steps which in
their opinion may be necessary, desirable or
expedient to implement and/or give effect to
the terms of the continuing connected transactions
- --------------------------------------------------------------------------------------------------------------------------
CHINA UNICOM LTD Agenda Number: 700701368
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15125100
Meeting Type: AGM
Meeting Date: 12-May-2005
Ticker:
ISIN: HK0762009410
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the financial statements Mgmt For *
and the reports of the Directors and the Auditors
for the YE 31 DEC 2004
2. Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
3. Elect and re-elect the Directors and authorize Mgmt For *
the Directors to fix their remuneration for
the YE 31 DEC 2005
4. Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix their fees for the YE 31 DEC 2005
5. Authorize the Directors of the Company to purchase Mgmt For *
shares of HKD 0.10 each in the capital of the
Company including any form of depositary receipts
representing the right to receive such shares
Shares on The Stock Exchange of Hong Kong
Limited Stock Exchange or any other stock
exchange recognized 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 as amended during the
relevant period, not exceeding 10% of the aggregate
nominal amount of the share capital of the
Company at the date of passing 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 is
to be held by law
6. Authorize the Directors of the Company to allot, Mgmt For *
issue and dealt with additional shares and
make or grant offers, agreements and options
during and after the relevant period, not exceeding
the aggregate of aa) 20% of the aggregate nominal
amount of the share capital of the Company
at the date of passing of this resolution;
plus bb) the aggregate nominal amount of share
capital of the Company repurchased by the Company
up to 10% of the aggregate nominal amount
of the share capital as at the date of passing
of this resolution , otherwise than pursuant
to i) a rights issue; ii) the exercise of options
granted under any share option scheme adopted
by the Company; or iii) any scrip dividend
or similar arrangement; Authority expires
the earlier of the conclusion of the next AGM
of the Company or the expiration of the period
within which the next AGM is to be held by
law
7. Authorize the Directors to exercise the powers Mgmt For *
of the Company referred to in Resolution 6
in respect of the share capital of the Company
referred to in such resolution
- --------------------------------------------------------------------------------------------------------------------------
CHINA UNICOM LTD Agenda Number: 700701370
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15125100
Meeting Type: EGM
Meeting Date: 12-May-2005
Ticker:
ISIN: HK0762009410
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the transfer agreement of the New CDMA Mgmt Against *
Lease as specified
2. Approve the transfer agreement of the New Comprehensive Mgmt Against *
Services Agreements as specified
3. Approve the transfer agreement of the New Comprehensive Mgmt Against *
Operator Services Agreements as specified
4. Approve the New Guoxin Premises Leasing Agreement Mgmt Against *
as specified
5. Approve the caps for each of the FYE 31 DEC Mgmt Against *
2005 and 2006 on each of the Capped Continuing
Connected Transactions as specified
6. Approve that there be no caps on the transaction Mgmt Against *
amount of each of the No Caps Continuing Connected
Transactions as specified
7. Authorize the Directors of the Company to do Mgmt Against *
all such further acts and execute such further
documents and take all such steps which in
their opinion may be necessary, desirable or
expedient to implement and/or give effect to
the terms of the Continuing Connected Transactions
- --------------------------------------------------------------------------------------------------------------------------
CIA ENERGETICA DE MINAS GERAIS CEMIG CMIG Agenda Number: 700697026
- --------------------------------------------------------------------------------------------------------------------------
Security: P2577R110
Meeting Type: OGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: BRCMIGACNPR3
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting No vote
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
AT ADP. THANK YOU.
PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN Non-Voting No vote
VOTE ONLY ON ITEM 4
1. Approve the Board of Directors report and financial Non-Voting No vote
statements for the FYE 31 DEC 2004 as well
as the respective complementary documents
2. Approve to distribute the net profits from the Non-Voting No vote
2004 FY in accordance with the provisions of
Article 192 of the Law Number 6.404/76 as amended
3. Approve to set the Manner and date for payment Non-Voting No vote
of interest on own capital and dividends of
BRL 692,400
4. Elect the Members and the substitute Members Mgmt For *
of the Finance Committee and set their remuneration
5. Approve to set the remuneration of the Companys Non-Voting No vote
Directors
- --------------------------------------------------------------------------------------------------------------------------
CIENA CORPORATION Agenda Number: 932254446
- --------------------------------------------------------------------------------------------------------------------------
Security: 171779101
Meeting Type: Annual
Meeting Date: 16-Mar-2005
Ticker: CIEN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GARY B. SMITH Mgmt For For
HARVEY B. CASH Mgmt For For
JUDITH M. O'BRIEN Mgmt For For
02 AMENDMENT TO THE 2003 EMPLOYEE STOCK PURCHASE Mgmt Against Against
PLAN ( ESPP ) THAT WILL (A) INCREASE THE NUMBER
OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
UNDER THE ESPP TO 25 MILLION SHARES, AND (B)
BEGINNING ON DECEMBER 31, 2005, ANNUALLY INCREASE
THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
UNDER THE ESPP BY UP TO FIVE MILLION SHARES,
AS FURTHER DESCRIBED IN THE PROXY STATEMENT.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
- --------------------------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. Agenda Number: 932215874
- --------------------------------------------------------------------------------------------------------------------------
Security: 17275R102
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: CSCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CAROL A. BARTZ Mgmt For For
M. MICHELE BURNS Mgmt For For
LARRY R. CARTER Mgmt For For
JOHN T. CHAMBERS Mgmt For For
DR. JAMES F. GIBBONS Mgmt For For
DR. JOHN L. HENNESSY Mgmt For For
RODERICK C. MCGEARY Mgmt For For
JAMES C. MORGAN Mgmt For For
JOHN P. MORGRIDGE Mgmt For For
DONALD T. VALENTINE Mgmt For For
STEVEN M. WEST Mgmt For For
JERRY YANG Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS CISCO S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JULY 30, 2005.
03 PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING Shr Against For
THAT THE BOARD S COMPENSATION COMMITTEE INITIATE
A REVIEW OF CISCO S EXECUTIVE COMPENSATION
POLICIES AND MAKE AVAILABLE, UPON REQUEST,
A REPORT OF THAT REVIEW BY JANUARY 1, 2005,
AS MORE FULLY SET FORTH IN THE ACCOMPANYING
PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 932272608
- --------------------------------------------------------------------------------------------------------------------------
Security: 172967101
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: C
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. MICHAEL ARMSTRONG Mgmt For For
ALAIN J.P. BELDA Mgmt For For
GEORGE DAVID Mgmt For For
KENNETH T. DERR Mgmt For For
JOHN M. DEUTCH Mgmt For For
R. HERNANDEZ RAMIREZ Mgmt For For
ANN DIBBLE JORDAN Mgmt For For
KLAUS KLEINFELD Mgmt For For
DUDLEY C. MECUM Mgmt For For
ANNE MULCAHY Mgmt For For
RICHARD D. PARSONS Mgmt For For
CHARLES PRINCE Mgmt For For
JUDITH RODIN Mgmt For For
ROBERT E. RUBIN Mgmt For For
FRANKLIN A. THOMAS Mgmt For For
SANFORD I. WEILL Mgmt For For
ROBERT B. WILLUMSTAD Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
03 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Mgmt For For
CITIGROUP 1999 STOCK INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL REQUESTING A CURB ON EXECUTIVE Shr Against For
COMPENSATION, NO FUTURE STOCK OPTION GRANTS
AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS.
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS.
06 STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN Shr Against For
OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.
07 STOCKHOLDER PROPOSAL REQUESTING THAT CEO COMPENSATION Shr Against For
BE LIMITED TO NO MORE THAN 100 TIMES THE AVERAGE
COMPENSATION PAID TO THE COMPANY S NON-MANAGERIAL
WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS
GRANTED.
08 STOCKHOLDER PROPOSAL REQUESTING ELECTION OF Shr For Against
DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST.
09 STOCKHOLDER PROPOSAL REQUESTING A BY-LAW AMENDMENT Shr Against For
PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE COMPENSATION
TO ANY OFFICER UNLESS PRIOR STOCKHOLDER APPROVAL
IS GRANTED.
10 STOCKHOLDER PROPOSAL REQUESTING THAT A SIMPLE Shr For Against
MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN
BE SUBJECT TO A SHAREHOLDER VOTE.
- --------------------------------------------------------------------------------------------------------------------------
CITY NATIONAL CORPORATION Agenda Number: 932278143
- --------------------------------------------------------------------------------------------------------------------------
Security: 178566105
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: CYN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD L. BLOCH Mgmt For For
BRAM GOLDSMITH Mgmt For For
ROBERT H. TUTTLE Mgmt For For
KENNETH ZIFFREN Mgmt For For
02 RATIFICATION OF KPMG LLP AS INDEPENDENT AUDITORS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CNET NETWORKS, INC. Agenda Number: 932309051
- --------------------------------------------------------------------------------------------------------------------------
Security: 12613R104
Meeting Type: Annual
Meeting Date: 16-May-2005
Ticker: CNET
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BETSEY NELSON Mgmt For For
02 RATIFICATION OF KPMG LLP TO SERVE AS THE COMPANY Mgmt For For
S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
COCA-COLA WEST JAPAN CO LTD, FUKUOKA Agenda Number: 700654672
- --------------------------------------------------------------------------------------------------------------------------
Security: J0814U109
Meeting Type: AGM
Meeting Date: 24-Mar-2005
Ticker:
ISIN: JP3293200006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the profit appropriation for No.47 term: Mgmt For *
dividends for the current term has been proposed
as JPY 20 per share JPY 40 on a yearly basis
2.1 Elect Mr. Masamitsu Sakurai as a Director Mgmt For *
2.2 Elect Mr. Norio Sueyoshi as a Director Mgmt For *
2.3 Elect Mr. Tadatsugu Harada as a Director Mgmt For *
2.4 Elect Mr. Kouichi Morii as a Director Mgmt For *
2.5 Elect Mr. Masahiko Uotani as a Director Mgmt For *
2.6 Elect Mr. Shingo Matsuo as a Director Mgmt For *
2.7 Elect Mr. Kazuhiko Enomoto as a Director Mgmt For *
2.8 Elect Mr. Susumu Ishihara as a Director Mgmt For *
2.9 Elect Mr. Yuuji Inoue as a Director Mgmt For *
2.10 Elect Mr. Toshiaki Akaboshi as a Director Mgmt For *
3.1 Appoint Yasumasa Niimi as the Internal Statutory Mgmt For *
Auditor
3.2 Appoint Takashi Matsuzaki as the Internal Statutory Mgmt For *
Auditor
4 Grant retirement allowances to the retired Directors: Mgmt Against *
Messrs. Hisashi Kubo, Yasumasa Niimi, Hiroshi
Hamada, Tadashi Teshima, Takemoto Ooto, Yuusuke
Inoue and Sadahiro Arikawa and 1 Statutory
Auditor Kounosuke Hamada, who retired during
the current term according to the Company rule
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
COMMERCE BANCORP, INC. Agenda Number: 932321223
- --------------------------------------------------------------------------------------------------------------------------
Security: 200519106
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: CBH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
VERNON W. HILL, II Mgmt For For
JACK R BERSHAD Mgmt For For
JOSEPH E. BUCKELEW Mgmt For For
DONALD T. DIFRANCESCO Mgmt For For
MORTON N. KERR Mgmt For For
STEVEN M. LEWIS Mgmt For For
JOHN K. LLOYD Mgmt For For
GEORGE E. NORCROSS, III Mgmt For For
DANIEL J. RAGONE Mgmt For For
WM. A. SCHWARTZ, JR. Mgmt For For
JOSEPH T. TARQUINI, JR. Mgmt For For
JOSEPH S. VASSALLUZZO Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM, AS MORE
FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
COMPUWARE CORPORATION Agenda Number: 932204504
- --------------------------------------------------------------------------------------------------------------------------
Security: 205638109
Meeting Type: Annual
Meeting Date: 24-Aug-2004
Ticker: CPWR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DENNIS W. ARCHER Mgmt For For
GURMINDER S. BEDI Mgmt For For
ELAINE K. DIDIER Mgmt For For
WILLIAM O. GRABE Mgmt For For
WILLIAM R. HALLING Mgmt For For
PETER KARMANOS, JR. Mgmt For For
FAYE ALEXANDER NELSON Mgmt For For
GLENDA D. PRICE Mgmt For For
W. JAMES PROWSE Mgmt For For
G. SCOTT ROMNEY Mgmt For For
LOWELL P. WEICKER, JR. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CORNING INCORPORATED Agenda Number: 932265829
- --------------------------------------------------------------------------------------------------------------------------
Security: 219350105
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: GLW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN SEELY BROWN Mgmt For For
GORDON GUND Mgmt For For
JOHN M. HENNESSY Mgmt For For
H. ONNO RUDING Mgmt For For
02 APPROVAL OF THE ADOPTION OF THE 2005 EMPLOYEE Mgmt Against Against
EQUITY PARTICIPATION PROGRAM.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS CORNING S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION Agenda Number: 932249306
- --------------------------------------------------------------------------------------------------------------------------
Security: 22160K105
Meeting Type: Annual
Meeting Date: 27-Jan-2005
Ticker: COST
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD D. DICERCHIO Mgmt For For
RICHARD M. LIBENSON Mgmt For For
JOHN W. MEISENBACH Mgmt For For
CHARLES T. MUNGER Mgmt For For
SUSAN L. DECKER Mgmt For For
02 AMENDMENTS TO THE 2002 STOCK INCENTIVE PLAN. Mgmt For For
03 SHAREHOLDER PROPOSAL TO ADOPT A VENDOR CODE Shr Against For
OF CONDUCT.
04 SHAREHOLDER PROPOSAL TO DEVELOP A POLICY FOR Shr Against For
LAND PROCUREMENT AND USE.
05 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 700662263
- --------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 26-Apr-2005
Ticker:
ISIN: DE0005557508
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting No vote
IN ENGLISH AND GERMAN
1. Presentation of the approved annual financial Mgmt For *
statements and consolidated financial statements
approved by the Supervisory Board as of December
31, 2004, the combined management report for
Deutsche Telekom AG and the Group and the Supervisory
Board's report on the 2004 financial year.
ilable for inspection
in the business offices of Deutsche Telekom
AG at the Company's registered office, Friedrich-Ebert-Allee
140, 53113 Bonn, Germany, and on the Internet
at http://www.telekom.de They will also
be available for inspection during the Shareholders'
Meeting.
2. Resolution on the appropriation of net income. Mgmt For *
The Board of Management and Supervisory Board
propose that the net income totaling EUR 2,881,090,240,54
be used as follows: Payment of a dividend of
EUR 0,62 for each individual dividend-bearing
no par value share and carrying forward of
the remaining balance to the new account. Based
on this proposed dividend, a dividend total
resulting from the dividend-bearing capital
stock of 1 0,675,798,676,48 on the day of publishing
the annual financial statements (on February
22, 2005), divided up into 4,1 70,233,858 individual
no par value shares, is 2,585,544,991,96, and
the retai ned profit brought forward is 295,545,248,58.
The final amounts depend on the number of
shares carrying dividend rights issued when
the vote on the resolution on the appropriation
of net income was taken. If the number of shares
carrying dividend rights decreases, the amount
to be carried forward to the new account increases
accordingly. If the number of shares carrying
dividend rights increases, the amount to be
carried forward to the new account decreases
accordingly. The dividend is payable on April
28, 2005.
3. Resolution regarding approval of the Board of Mgmt For *
Managements actions for the 2004 financial
year. The Board of Management and the Supervisory
Board propose the approval of the Board of
Managements actions for the 2004 financial
year.
4. Resolution regarding approval of the Supervisory Mgmt For *
Boards actions for the 2004 financial year.
The Board of Management and the Supervisory
Board propose the approval of the Supervisory
Boards actions for the 2004 financial year.
5. Resolution on the appointment of the independent Mgmt For *
auditor and the Group auditor for the 2005
financial year. The Supervisory Board proposes
that PwC Deutsche Revision Aktiengesellschaft
WirtschaftsprUfungsge setlschaft, Frankfurt
am Main, and Ernst & Young Deutsche AG WirtschaftsprUfungsgesellschaft,
Stutt gart, be jointly appointed as the independent
auditor and Group auditor for the 2005 financiat
year, sub ject to the proviso that each auditor
is able to con duct the audit alone if the
other auditor should drop out for a reason
for which the Company is not responsible.
6. Resolution authorizing the Company to purchase Mgmt For *
and use its own shares including use for exclusion
of subscription rights. The Board of Management
and the Supervisory Board propose the adoption
of the following resolution: The Board of Management
is authorized to purchase a total of 419,786,533
shares in the Com pany by October 25, 2006,
which is slightly less than 10% of the capital
stock, subject to the provi so that the shares
to be purchased on the basis of this authorization
in conjunction with the other shares of the
Company which the Company has already purchased
and still possesses or are to be assigned to
it under 71 d and 71 e AktG do not at any time
account for more than 10% of the Companys capital
stock. This authorization may be exercised
as a whole or in portions. The pur chase can
be carried out in partial tranches spread over
various purchase dates within the authorization
period until the maximum purchase volume is
reached. The shares may also be purchased by
dependent Group companies of Deutsche Tetekom
AG as defined in 17 AktG (German Stock Corporation
Act) or third parties for the account of Deutsche
Tetekom AG or for the account of the dependent
Group companies of Deutsche Telekom AG pursuant
to 17 AktG.
7. Election of State Secretary Volker Halsch as Mgmt For *
Member of the Supervisory Board. By order of
Bonn Local Court of September 24, 2004, State
Secretary Mr. Volker Halsch has been appointed
a member of the Companys Supervisory Board
with effect from October f, 2004, in lieu of
Dr. Manfred Overhaus, who resigned from office
with effect from September 30, 2004, He is
now to be elected as a member of the Supervisory
Board by the Share holders Meeting.
8. Election of Dr. Wolfgang Reitzle as Member of Mgmt For *
the Supervisory Board.
9. Resolution on the authorization to issue convertible Mgmt Against *
bonds and/or bonds with war rants (which can
also each have dividend-related interest like
a participating bond) under the revo cation
of the existing authorization and creation
of additional contingent capital and amendment
to the Articles of Incorporation as well as
the op tion of excluding the subscription right.
The Board of Management and the Supen Board
propose the adoption of the following resolution:
a) Authorization to issue convertible bonds
and/or bonds with warrants arid to exclude
the subscription right (1) Authorization period,
par value, number of shares, term, interest
The Board of Management is authorized, with
the consent of the Supervisory Board, to issue
on one or more occasions by April 25,2010,
bearer and/or registered convertible bonds
and/or bonds with warrants (hereinafter also
referred to as bonds having a total par value
of up to 5,000,000,000 with a term of up to
30 (thirty) years and to grant to the holders
or creditors of bonds conversion or option
rights for shares of Deutsche Telekom AG representing
a proportion of the capital stock not to exceed
600,000,000, as more closely defined in the
terms and condi tions for the bonds. The bonds
can also have vari able interest, whereby the
interest, as in a partici pating bond can depend
partially or completely on the amount of the
Companys dividend.
10. Resolution regarding approval to conclude a Mgmt For *
control agreement with MagyarCom Holding GmbH.
11. Resolution regarding approval to conclude a Mgmt For *
control agreement with DeTeFleetServices
12. Resolution regarding approval to conclude a Mgmt For *
control agreement with DFMG Holding GmbH.
13. Resolution regarding approval to conclude a Mgmt For *
control agreement with DeTe Immobilien, Deutsche
Telekom lmmobilien und Service GmbH
14. Resolution regarding approval to conclude a Mgmt For *
control agreement with DeleAssekuranz - Deutsche
Telekom Assekuranz-Vermittlungs geseilschaft
mbH.
15. Resolution regarding approval to conclude a Mgmt For *
control agreement with T-Punkt Vertriebs gesellschaft
mbH.
16. Resolution regarding approval to conclude a Mgmt For *
control agreement with Deutsche Telekom Training
GmbH.
17. Resolution regarding approval to conclude a Mgmt For *
control agreement with T-Systems International
GmbH.
18. Resolution regarding approval to conclude a Mgmt For *
control agreement with DeTeMedien, Deutsche
Telekom Med ien GmbH.
19. Resolution regarding approval to conclude a Mgmt For *
control agreement with Carmen Telekom munikationsdienste
GmbH
20. Resolution regarding approval to conclude a Mgmt For *
control agreement with Norma Telekom munikationsdienste
GmbH.
21. Resolution regarding approval to conclude a Mgmt For *
control agreement with Traviata Telekommunikationsdienste
GmbH.
22. Resolution regarding approval to conclude a Mgmt For *
profit and loss transfer agreement with MagyarCom
Holding GmbH.
23. Amendment of the Articles of Incorporation in Mgmt For *
line with the draft bill for the Law on Corporate
Integrity and Modernization of the Right of
Avoidance (UMAG Unternehmensintegritt und Modernisierung
des Anfechtungsrechts). On November 17, 2004.
the German Government brought forward the draft
bill for the Law on Corporate Integrity and
Modernization of the Right of Avoidance (UMAG.)
UMAG serves, among other things, to supplement
131(2) of the AktG, according to which the
chair of the meeting can be authorized in the
Articles of Incorporation to put a time limit
on the shareholders right to speak and ask
questions. UMAG is likely to come into force
after the explana tory memorandum by the government
on November 1, 2005. The Articles of Incorporation
of Deutsche Telekom AG shall be amended in
line with the future legal provisions on a
timely basis prior to the next Shareholders
Meeting. The Board of Management and Supervisory
Board therefore recommend the adoption of the
following amendment to the Articles of Incorporation:
1 7 (2) of the Articles of Incorporation presently
reads as follows: The Chairman shall run the
meeting. He shall deter mine the order of discussion
of agenda items as well as the manner and order
of voting. A third sentence will be added to
17(2) of the Articles of Incorporation as follows:
He may set an appropriate time limit for share
holders right to speak and ask questions; he
can, in particular, appropriately determine
the length of the Shareholders Meeting and
the time allotted for dis cussing items on
the agenda or for any individual questions
or comments.The Board of Management shall be
instructed not to enter the amendment to the
Articles of Incorporation for registration
at the Commercial Register until the provisions
described above regarding the restriction of
the right to speak and ask questions enter
into force in a vervion that, apart from any
slight editorial changes, substantially complies
with the Bundesrats 03/05 official document
in terms of content.
PLEASE BE ADVISED THAT " DEUTSCHE TELEKOM AG" Non-Voting No vote
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting No vote
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM AND UNLESS THE MEETING IS CONCLUDED,
THERE WILL BE A SECOND CALL ON 27 APR 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
DIXONS GROUP PLC Agenda Number: 700577919
- --------------------------------------------------------------------------------------------------------------------------
Security: G27806101
Meeting Type: AGM
Meeting Date: 08-Sep-2004
Ticker:
ISIN: GB0000472455
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors report and the financial Mgmt For *
statements for the 52 weeks ended 01 MAY 2004
and the Auditors thereon
2. Declare a final dividend of 5.000 pence per Mgmt For *
ordinary share for the 52 weeks ended 01 MAY
2004
3. Re-appoint Mr. Kevin O Byrne as a Director Mgmt For *
4. Re-appoint Sir. John Collins as a Director Mgmt For *
5. Re-appoint Mr. Count Ernmanuel d Aandre as Mgmt For *
a Director
6. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt For *
of the Company
7. Authorize the Directors to agree the remuneration Mgmt For *
of the Auditors in accordance with the Companies
Act 1985
8. Approve the remuneration report for 52 weeks Mgmt For *
ended 01 MAY 2004
S.9 Amend the Articles of Association as: by adding Mgmt For *
the words in Article 2; by renumbering Article
8 as Article 8(A); by adding the sentence in
Article 11; by adding the sentence in Article
66(C); and by adding the sentence in Article
129
10. Approve the ordinary remuneration of the Directors Mgmt For *
be increased from a maximum of GBP 500,000
per annum to a maximum of GBP 750,000 per annum
in aggregate
11. Approve to renew the authority conferred on Mgmt For *
the Directors by Article 11(B)(ii) of the Company
s Article of Association Authority expires
the earlier of the AGM in 2005 or on 07 DEC
2005 and Section 89 amount will be GBP 2,735,880
and the sale of treasury shares will be treated
as an allotment of equity securities for the
purpose of Article 11
S.12 Approve that the authority and power conferred Mgmt For *
on the Directors by Article 11(B)(ii) of the
Company s Articles of Association be renewed
for the period ending earlier of the AGM in
2005 or 07 DEC 2005 and for such period the
Section 89 amount will be GBP 2,435,880 and
that the sale of treasury shares will be treated
as an allotment of equity securities for the
purposes of Article 11; the Directors seeking
authority under Resolution 12 to allot shares
up to an aggregate nominal value of GBP 2,435,880
5% of issued share capital of the Company
on 23 JUN 2004 for cash other than to existing
shareholders in proportion to their shareholdings,
in addition if the Company has purchased its
own shares and holds them in treasury this
restriction would give the Directors power
to sell these shares for cash to persons other
than existing shareholders, subject to the
same limit that would apply to issues of shares
for cash to these if given the authority will
terminate no later than 15 months after the
AGM; the Directors have no present intention
of allotting shares other than as required
in relation to the exercise of options under
the Company s Employee Share Option Scheme;
they intend to seek renewal at each AGM of
the powers conferred by Resolutions 11 and
12
S.13 Authorize the Company, for the purpose of Section Mgmt For *
166 of the Companies Act 1985, to make market
purchases Section 163 of the Act of up to
194 million ordinary shares of 2.5p each in
the capital of the Company, at a minimum price
which will be paid for a share exclusive of
expenses is its nominal value and not more
than 105% of the average middle market quotations
for ordinary, for the 5 business days; Authority
expires the earlier of the conclusion of the
AGM of the Company in 2005 or 30 SEP 2005 ;
the Company, before the expiry, may make a
contract to purchase ordinary shares which
will or may be executed wholly or partly after
such expiry
14. Approve the changes to the rules of the Dixons Mgmt For *
Group PLC Approved Employee Share Option Scheme
2000 the Approved Scheme and the Dixons Group
PLC Unapproved Employee Share Option Scheme
2000 the Approved Scheme
15. Authorize the Directors to grant options to Mgmt For *
French Employees under the Dixons Group Unapproved
Employee Option Scheme 2000 the Unapproved
Scheme as specified
- --------------------------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF Agenda Number: 700661184
- --------------------------------------------------------------------------------------------------------------------------
Security: D24909109
Meeting Type: OGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: DE0007614406
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and annual Mgmt No vote
report for the 2004 FY with the report of the
Supervisory Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the distributable Mgmt No vote
profit of EUR 1,549,010,497.05 as follows:
payment of a dividend of EUR 2.35 per no-par
share ex-dividend and payable date: 28 APR
2005
3. Ratify the acts of the Board of Managing Directors Mgmt No vote
4. Ratify the acts of the Supervisory Board Mgmt No vote
5. Authorize the Board of Managing Directors, with Mgmt No vote
the consent of the Supervisory Board, to increase
the Company's share capital by up to EUR 540,000,000
through the issue of new bearer no-par shares
against payment in cash and/or kind, on or
before 27 APR 2010; shareholders shall be
granted subscription rights for a capital increase
against payment in cash; shareholders subscription
rights may be excluded for residual amounts,
for the granting of such rights to bond holders,
for a capital increase of up to 10% of the
share capital if the new shares are issued
at a price not materially below their market
price, and for the issue of shares to employees
of the Company and its affiliates, or against
payment in kind; and amend the corresponding
Articles of Association
6. Authorize the Board of Managing Directors: to Mgmt No vote
acquire shares of the Company of up to 10%
of its share capital, on or before 27 OCT 2006;
the shares may be acquired through the stock
exchange at a price neither more than 10% above
nor more than 20% below the market price of
the shares, by way of a public repurchase offer
to all shareholders or by means of a public
offer for the exchange of liquid shares which
are admitted to trading on an organized market
at a price not differing more than 20% from
the market price of the shares, and by using
derivatives in the form of call or put options
if the exercise price is neither more than
10% above nor more than 20% below the market
price of the shares; to dispose of the shares
in a manner other than the stock exchange or
a rights offering if the shares are sold at
a price not materially below their market price,
used for acquisition purposes or for satisfying
existing option and conversion rights, or issued
to the Company's and its affiliates employees;
the shares may also be retired
7. Approve the Control and Profit Transfer Agreement Mgmt No vote
with the Company's wholly-owned E.ON Finanzanlagen
GmbH, effective retroactively from 02 FEB 2005,
until at least 31 DEC 2010
8. Approve that, from the 2005 FY, the Members Mgmt No vote
of the Supervisory Board shall receive a fixed
annual remuneration of EUR 55,000, a variable
remuneration of EUR 115 for every EUR 0.01
of the dividend payment per share in excess
of EUR 0.10, and an additional variable remuneration
of EUR 70 for every EUR 0.01 of the earnings
per share in excess of EUR 2.30; and amend
the corresponding Articles of Association
9. Amend the Articles of Association in connection Mgmt No vote
with the Law on Corporate Integrity and the
modernization of the right to set aside resolutions
of shareholders meetings UMAG , as follows:
Section 15, regarding shareholders' meetings
being convened no later than 30 days prior
to the day by which shareholders are required
to register to attend the shareholders meeting;
Section 18, regarding shareholders intending
to attend the shareholders meeting being obliged
to register at least 7 days prior to the shareholders
meeting and to provide a proof in German or
English of their entitlement to attend the
shareholders meeting or to exercise their voting
rights
10. Appoint PWC Deutsche Revision AG as the Auditors Mgmt No vote
for the FY 2005 ors for the year
2005
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No vote
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANY
S MEETING.
- --------------------------------------------------------------------------------------------------------------------------
EBAY INC. Agenda Number: 932343128
- --------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 23-Jun-2005
Ticker: EBAY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FRED D. ANDERSON Mgmt For For
EDWARD W. BARNHOLT Mgmt For For
SCOTT D. COOK Mgmt For For
ROBERT C. KAGLE Mgmt For For
02 TO APPROVE OUR EBAY INCENTIVE PLAN IN ORDER Mgmt For For
TO QUALIFY IT UNDER SECTION 162(M) OF THE INTERNAL
REVENUE CODE.
03 TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF Mgmt For For
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER
OF SHARES OF COMMON STOCK FROM 1,790,000,000
TO 3,580,000,000 SHARES.
04 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2005.
05 STOCKHOLDER PROPOSAL REGARDING GRANTING OF PERFORMANCE-VESTINGShr Against For
SHARES TO SENIOR EXECUTIVES.
06 STOCKHOLDER PROPOSAL REGARDING THE VOTING STANDARD Shr For Against
FOR DIRECTOR ELECTIONS.
- --------------------------------------------------------------------------------------------------------------------------
ELECTRONIC DATA SYSTEMS CORPORATION Agenda Number: 932298929
- --------------------------------------------------------------------------------------------------------------------------
Security: 285661104
Meeting Type: Annual
Meeting Date: 22-Apr-2005
Ticker: EDS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. ROY DUNBAR Mgmt For For
MICHAEL H. JORDAN Mgmt For For
02 RATIFICATION OF APPOINTMENT OF AUDITORS. Mgmt For For
03 BOARD OF DIRECTORS PROPOSAL TO REPEAL CLASSIFIED Mgmt For For
BOARD AND PROVIDE FOR ANNUAL DIRECTOR ELECTIONS
COMMENCING IN 2006.
04 BOARD OF DIRECTORS PROPOSAL TO ELIMINATE SUPER Mgmt For For
MAJORITY VOTING REQUIREMENTS.
- --------------------------------------------------------------------------------------------------------------------------
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, WIEN Agenda Number: 700701736
- --------------------------------------------------------------------------------------------------------------------------
Security: A19494102
Meeting Type: AGM
Meeting Date: 11-May-2005
Ticker:
ISIN: AT0000652011
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual statement of the accounts Mgmt For *
and the report by the Supervisory Board
2. Approve the appropriation of the net profits Mgmt For *
3.a Approve the activities under taken by the Board Mgmt For *
of Directors in 2004
3.b Approve the activities under taken by the Supervisory Mgmt For *
Board in 2004
4. Approve the remuneration for the Supervisory Mgmt For *
Board
5. Elect the Supervisory Board Mgmt For *
6. Elect the Auditor of additional sheet for 2005 Mgmt For *
7. Grant authority to buy back own shares for trading Mgmt For *
8. Grant authority to buy back own shares without Mgmt For *
specified puposes
9. Approve the new option program for Members of Mgmt For *
the Board of Directors and the Managers
10. Approve to change the Article as follows: a) Mgmt For *
to raise of the needed majority for the cancellation
of the membership of the Supervisory Board,
b) to deposit at Foreigen Bank, c) to change
with a majority of 3/4, and d) allowance to
record and broadcast the AGM
- --------------------------------------------------------------------------------------------------------------------------
EXPRESS SCRIPTS, INC. Agenda Number: 932323291
- --------------------------------------------------------------------------------------------------------------------------
Security: 302182100
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: ESRX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GARY G. BENANAV Mgmt For For
FRANK J. BORELLI Mgmt For For
MAURA C. BREEN Mgmt For For
NICHOLAS J. LAHOWCHIC Mgmt For For
THOMAS P. MACMAHON Mgmt For For
JOHN O. PARKER, JR. Mgmt For For
GEORGE PAZ Mgmt For For
SAMUEL K. SKINNER Mgmt For For
SEYMOUR STERNBERG Mgmt For For
BARRETT A. TOAN Mgmt For For
HOWARD L. WALTMAN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
FAIR ISAAC CORPORATION Agenda Number: 932251515
- --------------------------------------------------------------------------------------------------------------------------
Security: 303250104
Meeting Type: Annual
Meeting Date: 01-Feb-2005
Ticker: FIC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A. GEORGE BATTLE Mgmt For For
ANDREW CECERE Mgmt For For
TONY J. CHRISTIANSON Mgmt For For
THOMAS G. GRUDNOWSKI Mgmt For For
ALEX W. HART Mgmt For For
PHILIP G. HEASLEY Mgmt For For
GUY R. HENSHAW Mgmt For For
DAVID S.P. HOPKINS Mgmt For For
MARGARET L. TAYLOR Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE CURRENT FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
FAST RETAILING CO LTD Agenda Number: 700612876
- --------------------------------------------------------------------------------------------------------------------------
Security: J1346E100
Meeting Type: AGM
Meeting Date: 25-Nov-2004
Ticker:
ISIN: JP3802300008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 50, Final
JY 65, Special JY 0
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
2.3 Elect Director Mgmt For *
2.4 Elect Director Mgmt For *
2.5 Elect Director Mgmt For *
2.6 Elect Director Mgmt For *
2.7 Elect Director Mgmt For *
2.8 Elect Director Mgmt For *
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
3.3 Appoint Internal Statutory Auditor Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATI Agenda Number: 932224823
- --------------------------------------------------------------------------------------------------------------------------
Security: 313400301
Meeting Type: Annual
Meeting Date: 04-Nov-2004
Ticker: FRE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BARBARA T. ALEXANDER Mgmt For For
GEOFFREY T. BOISI Mgmt For For
MICHELLE ENGLER Mgmt For For
RICHARD KARL GOELTZ Mgmt For For
THOMAS S. JOHNSON Mgmt For For
WILLIAM M. LEWIS, JR. Mgmt For For
JOHN B. MCCOY Mgmt For For
EUGENE M. MCQUADE Mgmt For For
SHAUN F. O'MALLEY Mgmt For For
RONALD F. POE Mgmt For For
STEPHEN A. ROSS Mgmt For For
RICHARD F. SYRON Mgmt For For
WILLIAM J. TURNER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2004
03 APPROVAL OF THE 2004 STOCK COMPENSATION PLAN Mgmt For For
04 APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN
- --------------------------------------------------------------------------------------------------------------------------
FEDEX CORPORATION Agenda Number: 932213476
- --------------------------------------------------------------------------------------------------------------------------
Security: 31428X106
Meeting Type: Annual
Meeting Date: 27-Sep-2004
Ticker: FDX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES T. MANATT* Mgmt For For
JUDITH L. ESTRIN** Mgmt For For
PHILIP GREER** Mgmt For For
J.R. HYDE, III** Mgmt For For
SHIRLEY A. JACKSON** Mgmt For For
FREDERICK W. SMITH** Mgmt For For
02 APPROVAL OF AMENDMENTS TO FEDEX S BYLAWS TO Mgmt For For
PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.
03 APPROVAL OF AMENDMENT TO FEDEX S INCENTIVE STOCK Mgmt For For
PLAN TO INCREASE THE NUMBER OF SHARES RESERVED
FOR ISSUANCE UNDER THE PLAN.
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
FIRST DATA CORPORATION Agenda Number: 932283500
- --------------------------------------------------------------------------------------------------------------------------
Security: 319963104
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: FDC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALISON DAVIS Mgmt For For
JAMES D. ROBINSON III Mgmt For For
BERNARD L. SCHWARTZ Mgmt For For
ARTHUR F. WEINBACH Mgmt For For
02 THE APPROVAL OF AN INCREASE IN THE NUMBER OF Mgmt For For
SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
STOCK PURCHASE PLAN BY 6,000,000 SHARES OF
THE COMPANY S COMMON STOCK.
03 THE APPROVAL OF AMENDMENTS TO THE COMPANY S Mgmt For For
SENIOR EXECUTIVE INCENTIVE PLAN.
04 THE RATIFICATION OF THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2005.
05 SHAREHOLDER PROPOSAL ON JOB LOSS AND DISLOCATION Shr Against For
IMPACT STATEMENT.
06 SHAREHOLDER PROPOSAL ON DIRECTOR LIABILITY. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
FISHER SCIENTIFIC INTERNATIONAL INC. Agenda Number: 932185576
- --------------------------------------------------------------------------------------------------------------------------
Security: 338032204
Meeting Type: Annual
Meeting Date: 02-Aug-2004
Ticker: FSH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ISSUANCE OF FISHER COMMON STOCK Mgmt For For
02 DIRECTOR
MICHAEL D. DINGMAN* Mgmt For For
CHARLES A SANDERS M.D.* Mgmt For For
03 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT AUDITORS OF FISHER FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004*
04 ADJOURNMENT OF THE MEETING, IF NECESSARY, TO Mgmt For For
SOLICIT ADDITIONAL PROXIES.
- --------------------------------------------------------------------------------------------------------------------------
FLEXTRONICS INTERNATIONAL LTD. Agenda Number: 932217549
- --------------------------------------------------------------------------------------------------------------------------
Security: Y2573F102
Meeting Type: Annual
Meeting Date: 23-Sep-2004
Ticker: FLEX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL E. MARKS Mgmt For For
MICHAEL J. MORITZ Mgmt For For
02 RE-APPOINTMENT OF PATRICK FOLEY AS A DIRECTOR Mgmt For For
OF THE COMPANY.
03 TO APPOINT DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2005.
04 TO APPROVE AN AMENDMENT TO THE COMPANY S 1997 Mgmt For For
EMPLOYEE SHARE PURCHASE PLAN.
05 TO APPROVE AMENDMENTS TO THE COMPANY S 2001 Mgmt For For
EQUITY INCENTIVE PLAN.
06 TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 Mgmt For For
EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES
OF STOCK BONUSES.
07 TO APPROVE THE CONSOLIDATION OF ORDINARY SHARES Mgmt For For
AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR
2001 EQUITY INCENTIVE PLAN.
08 TO APPROVE THE AUTHORIZATION FOR THE DIRECTORS Mgmt Against Against
OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.
09 TO APPROVE THE AUTHORIZATION FOR THE COMPANY Mgmt For For
TO PROVIDE $37,200 OF ANNUAL CASH COMPENSATION
TO EACH OF ITS NON-EMPLOYEE DIRECTORS.
10 TO APPROVE THE AUTHORIZATION FOR THE COMPANY Mgmt For For
TO PROVIDE AN ADDITIONAL $10,000 OF ANNUAL
CASH COMPENSATION FOR EACH OF ITS NON-EMPLOYEE
DIRECTORS FOR COMMITTEE PARTICIPATION.
11 TO APPROVE THE AUTHORIZATION OF THE PROPOSED Mgmt For For
RENEWAL OF THE SHARE REPURCHASE MANDATE RELATING
TO ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED
ORDINARY SHARES.
12 TO APPROVE THE AUTHORIZATION OF THE PROPOSAL Mgmt For For
APPROVAL OF A BONUS ISSUE.
- --------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA Agenda Number: 700669609
- --------------------------------------------------------------------------------------------------------------------------
Security: F4113C103
Meeting Type: MIX
Meeting Date: 22-Apr-2005
Ticker:
ISIN: FR0000133308
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Receive the report of the Board of Directors Mgmt For *
and the general report of the Statutory Auditors;
approve the financial statements and the balance
sheet for the YE 31 DEC 2004 and the earnings
for this FY EUR 6,619,330,115.41; and grant
discharge to the Members of the Board of Directors
for the performance of their duties during
the said FY
O.2 Receive the Management report of the Board of Mgmt For *
Directors and the report of the Statutory Auditors
and approve the consolidated financial statements
for the FY 2004
O.3 Approve to appropriate the profits as follows: Mgmt For *
profits for the FY: EUR 6,619,330,115.41; appropriation
of EUR 305,731,528.78 to the legal reserve,
thus amounting to EUR 767,264,305.98; distributable
profits: EUR 5,808,899,046.88; balance of the
distributable profits to the carry forward
account; the shareholders will receive a net
dividend of EUR 0.48 per share, eligible for
the 50% allowance and without tax credit as
this one has been cancelled since 01 JAN 2005
this dividend will be paid on 03 JUN 2005;
and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities as required by law
O.4 Receive the report of the Board of Directors Mgmt For *
and approve, as required by Article 39 IV of
Financial Law Number 2004-1485 of 30 DEC 2004,
for 2004: to cancel the appropriation to a
secondary account of the legal reserve, specific
to the special reserve of long-term capital
gains account, of the amount of 31 DEC 2004
which was of EUR 1,511,605.26 to charge, in
priority, to the special reserve of long-term
capital gains account or secondarily the carry
forward account, the taxes amount due to this
operation
O.5 Receive the special report of the Auditors on Mgmt For *
agreements governed by Article L.225-38 of
the French Commercial Code and approve the
said report and the agreements referred to
therein
O.6 Ratify the co-optation of Mr. Didier Lombard Mgmt For *
as Director for the remaining period of his
predecessor s term of office, Mr. Thierry Breton
O.7 Approve to renew the term of office of Mr. Didier Mgmt For *
Lombard as a Director for a period of 5 years
O.8 Approve to renew the term of office of Mr. Marcel Mgmt For *
Roulette as a Director for a period of 5 years
O.9 Approve to renew the term of office of Mr. Stephane Mgmt For *
Richard as a Director for a period of 5 years
O.10 Approve to renew the term of office of Mr. Arnaud Mgmt For *
Lagardere as a Director for a period of 5 years
O.11 Approve to renew the term of office of Mr. Henri Mgmt For *
Martre as a Director for a period of 5 years
O.12 Approve to renew the term of office of Mr. Bernard Mgmt For *
Dufau as a Director for a period of 5 years
O.13 Approve to renew the term of office of Mr. Jean Mgmt For *
Simonin as a Director for a period of 5 years
O.14 Appoint Mr. Jean-Yves Bassuel as a Director Mgmt Against *
representing shareholders staff members, for
a period of 5 years
O.15 Appoint Mr. Bernard Gingreau as a Director representing Mgmt For *
shareholders staff members, for a period of
5 years
O.16 Appoint Mr. Stephane Tierce as a Director representing Mgmt Against *
shareholders staff members, for a period of
5 years
O.17 Approve to award total annual fees of EUR 500,000.00 Mgmt For *
to the Board of Directors
O.18 Receive the report of the Board of Directors Mgmt For *
relating to the change of Deloitte Et Associes
Corporate name, previously called Deloitte
Touche Tohmatsu-Audit, as a consequence of
the amalgamation-merger of Deloitte Touche
Tohmatsu by the Deloitte Touche Tohmatsu-Audit
firm, notes that said amalgamation-merger as
well as Corporate s name change mentioned will
have not have any effect on Deloitte Et Associes
term of office
O.19 Authorize the Board of Directors, in substitution Mgmt For *
for the authority of the CGM on 01 SEP 2004,
to trade in the Company s shares on the stock
market, provided that it shall not exceed 10%
of the capital and as per the following conditions:
maximum purchase price: EUR 40.00, minimum
sale price: set up in accordance with legal
provisions in force; Authority expires at
the end of 18 months ; and to take all necessary
measures and accomplish all necessary formalities
O.20 Approve, in accordance with Article L.228-40 Mgmt For *
of the French Commercial Code, to cancel the
authorization given to the Board of Directors
by the Resolution 6 of the combined general
meeting of May 2002, to issue bonds, similar
securities or other debt securities
O.21 Amend the Article of Association number 9: form Mgmt For *
of shares, in order to adapt it to the new
provisions of Article L.228-2 of the French
commercial code
O.22 Approve the transfer of the Company to the private Mgmt For *
sector, and amend the following Articles of
Association: Article number 13 entitled Board
of Directors; Article number 14 entitled Chairman
of the Board of Directors appointment; Article
number 15 entitled deliberations of the Board;
Article number 17 entitled powers of the Board
of Directors Chairman; Article number 18 entitled
general Management; and Article number 19 entitled
Deputy General Management
O.23 Amend the following Articles of Association Mgmt For *
referring to the age limit: Article number
14 - Chairman of the Board of Directors 70
years ; Article number 16 General Management
70 years ; and Article number 19- Deputy General
70 years
O.24 Authorize the Board of Directors to increase Mgmt Against *
the capital by a maximum nominal amount of
EUR 4,000,000,000.00 by way of issuing, with
preferential subscription right of shareholders
maintained, Company s existing ordinary shares
or to be issued securities giving access to
a Company s existing ordinary shares or to
be issued, of which half of the capital is
owned by the Company; the maximum nominal amount
of debt securities shall not exceed EUR 10,000,000,000.00;
Authority expires at the end of 26 months
; and to take all necessary measures and accomplish
all necessary formalities; it cancels, for
the fraction unused, the one given by Resolution
9 of the CGM of 25 FEB 2003
O.25 Authorize the Board of Directors to increase Mgmt Against *
the capital by EUR 4,000,000,000.00 by way
of issuing the preferential subscription right
of shareholders, Company s existing ordinary
shares or to be issued securities giving access
to a Company s existing ordinary shares or
to be issued, of which half of the capital
is owned by the Company; the maximum nominal
amount of debt securities shall not exceed
EUR 10,000,000,000.00; Authority expires at
the end of 26 months ; and to take all necessary
measures and accomplish all necessary formalities;
it cancels, for the fraction unused, the one
given by the Resolution 10 of the CGM of 25
FEB 2003
O.26 Receive the general report of the Board of Directors Mgmt Against *
and the special report of the Auditors; authorize
the Board of Directors, in the event of issues
of ordinary shares or securities giving access
to ordinary shares, without the shareholders
preferential subscription right, to fix the
issuing price, within the limit of 10 % of
the Company capital in 12 months; Authority
expires at the end of 26 months
O.27 Authorize the Board of Directors to increase Mgmt Against *
the number of securities to be issued in the
event of a capital increase, with or without
preferential subscription right of shareholders,
within the limit of 15% of the initial issue;
Authority expires at the end of 26 months
O.28 Authorize the Board of Directors to issue the Mgmt Against *
Company s ordinary shares or securities giving
access to ordinary shares, in consideration
for securities tendered in a public exchange
offer initiated by the Company, provided that
the total increase of the nominal amount of
the share capital does not exceed EUR 4,000,000,000.00;
Authority expires at the end of 26 months
; it cancels for the fraction unused, the one
given by the Resolution 11 of the CGM of 25
FEB 2003
O.29 Authorize the Board of Directors to increase Mgmt Against *
the share capital by 10% of the share capital,
by way of issuing the Company s ordinary shares
and securities giving access to the Company
s existing ordinary shares or to be issued,
in consideration for the contributions in kind
granted to the Company and comprised of equity
securities or securities giving access to the
share capital; Authority expires at the end
of 26 months ; and to take all necessary measures
and accomplish all necessary formalities
O.30 Authorize the Board of Directors to issue the Mgmt Against *
Company s ordinary shares consequently to securities
issued to one of the Company s subsidiaries;
the said securities giving access to ordinary
shares of the Company; the ceiling of the nominal
amount is of EUR 4,000,000,000.00 and shall
count against the overall value set forth in
the Resolution O.10; Authority expires at
the end of 26 months ; and to take all necessary
measures and accomplish all necessary formalities;
it cancels, for the fraction unused, the one
given by the Resolution 12 of the CGM of 25
FEB 2003
O.31 Authorize the Board of Directors to issue the Mgmt For *
Company s ordinary shares reserved to the people
having signed a liquidity agreement with the
Company as shareholders or holders of options
granting the right to subscribe for shares
of the Orange S.A. Company; the maximum nominal
amount of the share increase shall not exceed
EUR 400,000,000.00; Authority expires at the
end of 18 months ; and to take all necessary
measures and accomplish all necessary formalities;
it cancels for the fraction unused, granted
by the CGM of 01 SEP 2004 in the Resolution
4
O.32 Authorize the Board of Directors to issue the Mgmt For *
liquidity securities on options ILO free
of charge, reserved to the holders of the options
granting the right to subscribe for shares
of Orange S.A having signed a liquidity agreement;
the maximum nominal amount of the share increase
shall not exceed EUR 400,000,000.00; Authority
expires at the end of 18 months ; and to take
all necessary measures and accomplish all necessary
formalities
O.33 Approve that, as a consequence of adoption of Mgmt Against *
previous 9 resolutions, the maximum nominal
value of the capital increases to be carried
out under these delegations of authority shall
not exceed EUR 8,000,000,000.00
O.34 Authorize the Board of Directors to issue, in Mgmt Against *
France or abroad, in one or more transactions,
securities giving rights to the allocation
of debt securities; the nominal value of debt
securities issued shall not exceed EUR 10,000,000,000.00;
Authority expires at the end of 26 months
; to take all necessary measures and accomplish
all necessary formalities
E.35 Authorize the Board of Directors to increase Mgmt Against *
the share capital, in one or more transactions,
and its sole discretion, by a maximum nominal
amount of EUR 2,000,000,000.00 by way of capitalizing
retained earnings, income or premiums, to be
carried out through the issue of bonus shares
or the raise of the par value of the existing
shares, or by utilizing both methods; Authority
expires at the end of 26 months ; and to take
all necessary measures and accomplish all necessary
formalities; the present delegation cancels
for the fraction unused, the delegation set
forth in the Resolution 14 and given by the
general meeting of 25 FEB 2003
O.36 Authorize the Board of Directors to increase Mgmt For *
the share capital, in one or more transactions,
in favor of the Company s employees who are
Members of a Company savings plan; for a maximum
nominal amount of the share increase of EUR
1,000,000,000.00; and to take all necessary
measures and accomplish all necessary formalities;
Authority expires at the end of 26 months
; the present delegation cancels for the fraction
unused, the delegation set forth in the Resolution
4 and given by the general meeting of 01 SEP
2004
O.37 Authorize the Board of Directors to reduce the Mgmt For *
share capital by canceling the shares held
by the Company in connection with a Stock Repurchase
Plan, provided that the total number of shares
cancelled in the 24 months does not exceed
10% of the capital; Authority expires at the
end of 18 months ; and to take all necessary
measures and accomplish all necessary formalities;
the present delegation cancels for the fraction
unused, the delegation set forth in the Resolution
16 and given by the general meeting of 25 FEB
2003
O.38 Grant all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribes by Law
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
- --------------------------------------------------------------------------------------------------------------------------
GAP, INC. Agenda Number: 932289867
- --------------------------------------------------------------------------------------------------------------------------
Security: 364760108
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: GPS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HOWARD P. BEHAR Mgmt For For
ADRIAN D.P. BELLAMY Mgmt For For
DOMENICO DE SOLE Mgmt For For
DONALD G. FISHER Mgmt For For
DORIS F. FISHER Mgmt For For
ROBERT J. FISHER Mgmt For For
PENELOPE L. HUGHES Mgmt For For
BOB L. MARTIN Mgmt For For
JORGE P. MONTOYA Mgmt For For
PAUL S. PRESSLER Mgmt For For
JAMES M. SCHNEIDER Mgmt For For
MAYO A. SHATTUCK III Mgmt For For
MARGARET C. WHITMAN Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE REGISTERED PUBLIC ACCOUNTING FIRM.
03 TO APPROVE THE PROPOSAL TO AMEND AND RESTATE Mgmt For For
THE COMPANY S EXECUTIVE MANAGEMENT INCENTIVE
COMPENSATION AWARD PLAN.
- --------------------------------------------------------------------------------------------------------------------------
GARMIN LTD. Agenda Number: 932335931
- --------------------------------------------------------------------------------------------------------------------------
Security: G37260109
Meeting Type: Annual
Meeting Date: 03-Jun-2005
Ticker: GRMN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD H. ELLER* Mgmt For For
CLIFTON A. PEMBLE* Mgmt For For
CHARLES W. PEFFER** Mgmt For For
02 APPROVAL OF THE GARMIN LTD. 2005 EQUITY INCENTIVE Mgmt For For
PLAN
- --------------------------------------------------------------------------------------------------------------------------
GOLDEN WEST FINANCIAL CORPORATION Agenda Number: 932269079
- --------------------------------------------------------------------------------------------------------------------------
Security: 381317106
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: GDW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LOUIS J. GALEN Mgmt For For
ANTONIA HERNANDEZ Mgmt For For
BERNARD A. OSHER Mgmt For For
02 APPROVAL OF THE 2005 STOCK INCENTIVE PLAN. Mgmt For For
03 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP TO SERVE AS THE COMPANY S INDEPENDENT
OUTSIDE AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
GOOGLE INC. Agenda Number: 932312313
- --------------------------------------------------------------------------------------------------------------------------
Security: 38259P508
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: GOOG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ERIC SCHMIDT Mgmt For For
LAWRENCE PAGE Mgmt For For
SERGEY BRIN Mgmt For For
L. JOHN DOERR Mgmt For For
JOHN L. HENNESSY Mgmt For For
ARTHUR D. LEVINSON Mgmt For For
MICHAEL MORITZ Mgmt For For
PAUL S. OTELLINI Mgmt For For
K. RAM SHRIRAM Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS OF GOOGLE INC.
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
03 APPROVAL OF AN AMENDMENT TO GOOGLE S 2004 STOCK Mgmt For For
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES OF CLASS A COMMON STOCK
ISSUABLE UNDER THE 2004 STOCK PLAN FROM 6,431,660
TO 13,431,660 AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT
- --------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BANORTE SA DE CV GFNORTE Agenda Number: 700694070
- --------------------------------------------------------------------------------------------------------------------------
Security: P49501201
Meeting Type: OGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: MXP370711014
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report of Board of Directors as Mgmt For *
per Article 172 Commercial Companies Law for
the FYE 31 DEC 2004 and read the report of
the Commissioners and the Auditors Committee
2. Approve to apply the earnings Mgmt For *
3. Appoint the Members for the Board of Directors Mgmt For *
and Commissioners
4. Approve to set the allowances for the Directors Mgmt For *
and Commissioners
5. Approve the report of the Board of Directors Mgmt For *
concerning the transactions executed with Company
shares during 2004 and set the maximum amount
of resources to purchase Company shares during
FY 2005
6. Appoint Delegate or Delegates to legalize and Mgmt For *
execute the resolutions adopted by the meeting
7. Approve the minutes of the meeting Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
H D F C BANK LTD Agenda Number: 700609689
- --------------------------------------------------------------------------------------------------------------------------
Security: Y3119P117
Meeting Type: EGM
Meeting Date: 30-Nov-2004
Ticker:
ISIN: INE040A01018
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve that, pursuant to section 81 and other Mgmt For *
applicable provisions, if any, of the Companies
Act, 1956 including any amendment(s) thereto
or modification(s) or re-enactment(s) thereof
Act , the Memorandum and Articles of Association
of the Bank and subject to the regulations/guidelines,
if any, prescribed by the Reserve Bank of India,
the Securities and Exchange Board of India
and/or any other relevant authority from time
to time to the extent applicable and subject
to such consents and other approvals as may
be necessary and subject to such conditions
and modifications as may be considered necessary
by the Board of Directors or as may be prescribed
or made, in granting such consents and approvals
and which may be agreed to by the Board, the
consent of the Bank be and is hereby accorded
to the Board to offer issue and allot, in the
course of international offering(s) in one
or more tranches to Foreign Investors, Foreign
Institutional Investors, Non-Resident Indians,
Corporate Bodies, Trusts, Mutual Funds, Banks,
Insurance Companies, Pension Funds, Individuals
and/or Trustees and/or stabilization Agents
or otherwise, whether shareholders of the Bank
or not, through a public issue and/or on a
private placement basis, equity securities
in the form of American Depositary Shares representing
equity shares of the Bank ADSs to be listed
on d New York Stock Exchange, through prospectus
and/or offer letter and/or circular basis such
that the total amount raised through the aforesaid
equity shares should not exceed USD 300 million
including a right to the Board to retain for
additional allotment such amount of subscription
not exceeding 15% of the amount of the initial
offer of each tranche as the Board may deem
fit, at such price or prices, in such manner
and where necessary in consultation with the
Lead Managers and/or Underwriters and/or St
ar4fero on such terms and conditions as the
Board, may, in its absolute discretion decide
at the time of issue of securities; authorize
the Board, for the purpose of giving effect
to any creation, issue, offer or allotment
of equity shares or securities or instruments
representing the same, as described herein,
to do all such acts, deeds, matters and things
as it may, in its absolute discretion, deem
necessary or desirable for such purpose, including
without limitation, the entering into arrangements
for managing, underwriting, marketing, listing,
trading, acting as depository, custodian, registrar,
paying and conversion agent, trustee and to
issue any offer document(s) and sign all applications,
filings, deeds, documents and writings and
to pay any fees, commissions, remuneration,
expenses relating thereto and with power on
behalf of the Bank to settle all questions,
difficulties or doubts, that may arise in regard
to such issue(s) or allotment(s) as it may,
in its absolute discretion deem fit; any bank
or depositary authorized by the Board may upon
the issue of the equity shares of the Bank
and the deposit thereof with such bank or depositary,
issue American Depositary Receipts evidencing
such ADSs with such features and attributes
as are prevalent in international capital markets
for instruments of this nature and providing
for the tradeability or free transferability
thereof as per international practices and
regulations and under the forms and practices
prevalent in the international markets; authorize
the Board to file the requisite registration
statements and other documents with the Securities
and Exchange Commission, USA; and authorize
the Board to delegate all or any of its powers
herein conferred to any Committee or any one
or more executives of the Bank
- --------------------------------------------------------------------------------------------------------------------------
H D F C BANK LTD Agenda Number: 700729532
- --------------------------------------------------------------------------------------------------------------------------
Security: Y3119P117
Meeting Type: AGM
Meeting Date: 17-Jun-2005
Ticker:
ISIN: INE040A01018
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and adopt the audited balance sheet Mgmt For *
as at 31 MAR 2005 and profit and loss account
for the YE on that date end reports of the
Directors and the Auditors
2. Declare a dividend Mgmt For *
3. Re-appoint Mr. Vineet Jam as a Director who Mgmt For *
retires by rotation
4. Re-appoint Mr. Arvind Pande as a Director who Mgmt For *
retires by rotation
5. Approve the retirement by rotation of Mr. Anil Mgmt For *
Ahuja and not to fill the vacancy in view of
the desire expressed by him for not seeking
the re-appointment
6. Re-appoint, subject to the approval of the Reserve Mgmt For *
Bank of India, M/s. P.C. Hansotia & Co., Chartered
Accountants, as the Auditors of the Bank from
the conclusion of this meeting until the conclusion
of the next AGM, on a remuneration of such
sum as may be fixed by the Audit and Compliance
Committee of the Board in the best of interest
of the Bank, for the purpose of audit of the
Bank s accounts of its head office, regional
and branch offices
7. Appoint Mr. Ashim Samanta as a Director of the Mgmt For *
Bank liable to retire by rotation
S.8 Approve, pursuant to the applicable provisions Mgmt For *
of the Companies Act, 1958 and the Listing
Agreement s entered into with the Stock Exchanges,
the payment of sitting fees to the Directors
of the Bank for attending the meetings of the
Board of Directors and Committees as may be
constituted by the Board of Directors from
time to time, to the extent of INR 10,000 per
meeting; approve, notwithstanding the aforesaid,
the sitting fees payable for attending the
meetings of the Investors Grievance Share
Committee shall be INR 5,000 per meeting;
and authorize the Board of Directors of the
Bank to determine/vary the amount of sitting
fees payable to the Directors for attending
the meetings of the Board of Directors and
Committees thereof, within such maximum permissible
limit as may be prescribed under the Companies
Act, 1956 and rules made and notifications
issued thereunder
S.9 Approve that, pursuant to Section 81 and other Mgmt Abstain *
applicable provisions, if any, of the Companies
Act, 1956 including any amendment s thereto
or modification s or re-enactment s thereof
and in accordance with the provisions of the
Memorandum and Articles of Association of the
Bank and the regulations/guidelines, if any,
prescribed by the Securities and Exchange Board
of India SEBI , the Reserve Bank of India
RBI , and all other concerned and relevant
authorities from time to time, to the extent
applicable and subject to such approvals, consents,
permissions and sanctions of the Government
of India, SEBI, RBI and all other appropriate
authorities, Institutions or bodies and subject
to such conditions an modifications as may
be prescribed by any of them while granting
such approvals, consents, permissions and sanctions
the Board of Directors of the Bank and authorize
the Board of Directors to issue, offer and
allot one crore equity stock options, convertible
into equity shares of the aggregate nominal
face value not exceeding INR 10,00,00,000 to
the present and future employees and Directors
of the Bank under an Employee Stock Option
Scheme hereinafter referred to ESOS on
the terms and conditions as specified and on
such other terms and conditions and in such
tranche/s as may be decided by the Board in
its absolute discretion; authorize the Board,
without prejudice to the generality of the
above, but subject to the terms, as approved
by the members, to implement the scheme with
or without modifications and variations in
one or more trenches in such manner as the
Board may deem fit; authorize the Board, for
the purpose at giving effect to the above resolution,
to do all such acts, deeds, matters and things
and execute all such deeds documents, instruments
and writings as it may in its absolute discretion
deem necessary or desirable and pay fees and
commission and incur expenses in relation thereof;
authorize the Board to settle all questions,
difficulties or doubts that may arise in relation
to the implementation of the scheme including
to amend or modify any of the terms thereof
and to the shares issued herein without being
required to seek any further concern or approval
of the members or otherwise to the end and
intent that the members shall be deemed to
have given their approval thereto expressly
by authority of this resolution; approve that
no single employee/Director shall be granted
options under the scheme or under existing
schemes entitling such employee/d equity shares
in the Bank which would represent more than
1% of the paid-up share capital of the Bank
as on the date of grant of options or 10% of
the total number of options granted under the
Scheme and that the minimum number of options
that can be granted under the forthcoming schemes
as well as existing schemes are zero; approve
that the equity shares to be issued as stated
aforesaid shall rank pert with all the existing
equity shares of the Bank for all purposes;
approve, subject to the applicable regulatory
requirements end subject to the approval of
the Reserve Bank of India, to grant the Directors
of the Bank the stock options pursuant to the
Scheme in one or more trenches, subject to
the maximum of 1% of the paid-up share capital
of the Bank as on the date of grant of options
or 10% of the total number of options granted
under the Scheme in any financial year as well
as in aggregate
- --------------------------------------------------------------------------------------------------------------------------
HAGEMEYER NV Agenda Number: 700682190
- --------------------------------------------------------------------------------------------------------------------------
Security: N38537234
Meeting Type: AGM
Meeting Date: 26-Apr-2005
Ticker:
ISIN: NL0000355477
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening Non-Voting No vote
2. Approve the 2004 annual report Mgmt For *
3. Approve the Corporate Governance Mgmt For *
4. Adopt the annual account 2004 Mgmt For *
5. Adopt the policy on additions to the reserves Mgmt For *
and on dividends
6. Adopt a dividend Mgmt For *
7. Grant discharge to the Management Board from Mgmt For *
liability for their management conducted over
2004
8. Grant discharge to the Supervisory Board from Mgmt For *
liability for their supervision exercised over
2004
9. Appoint External Auditor to audit the annual Mgmt For *
accounts 2005
10.1 Appoint Mr. A. Baan as a Member of the Supervisory Mgmt For *
Board
10.2 Appoint Mr. R. Van Gelder as a Member of the Mgmt For *
Supervisory Board
11.a Adopt the remuneration policy Mgmt For *
11.b Approve the Share Option Plan for the Members Mgmt For *
of the Management Board
12. Authorize the Management Board to cause the Mgmt For *
Company to acquire shares in its capital
13.a Approve to extend the designation of the Management Mgmt For *
Board as the competent body to resolve an issuance
of shares
13.b Approve to extend the designation of the Management Mgmt For *
Board as the competent body to resolve restricting
or excluding the pre-emptive rights upon issuance
of ordinary shares
14. Approve the remuneration for the Supervisory Mgmt For *
Board
15. Amend the Articles of Association Mgmt For *
16. Transact any other business Other For *
17. Closure Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
HCA INC. Agenda Number: 932316727
- --------------------------------------------------------------------------------------------------------------------------
Security: 404119109
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: HCA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. MICHAEL ARMSTRONG Mgmt For For
M.H. AVERHOFF, M.D. Mgmt For For
JACK O. BOVENDER, JR. Mgmt For For
RICHARD M. BRACKEN Mgmt For For
MARTIN FELDSTEIN Mgmt For For
T.F. FRIST, JR., M.D. Mgmt For For
FREDERICK W. GLUCK Mgmt For For
GLENDA A. HATCHETT Mgmt For For
C.O. HOLLIDAY, JR. Mgmt For For
T. MICHAEL LONG Mgmt For For
JOHN H. MCARTHUR Mgmt For For
KENT C. NELSON Mgmt For For
FRANK S. ROYAL, M.D. Mgmt For For
HAROLD T. SHAPIRO Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT Mgmt For For
AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA 2005 EQUITY INCENTIVE PLAN. Mgmt Against Against
- --------------------------------------------------------------------------------------------------------------------------
HENRY SCHEIN, INC. Agenda Number: 932326071
- --------------------------------------------------------------------------------------------------------------------------
Security: 806407102
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: HSIC
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STANLEY M. BERGMAN Mgmt For For
GERALD A. BENJAMIN Mgmt For For
JAMES P. BRESLAWSKI Mgmt For For
MARK E. MLOTEK Mgmt For For
STEVEN PALADINO Mgmt For For
BARRY J. ALPERIN Mgmt For For
PAUL BRONS Mgmt For For
DR. MARGARET A. HAMBURG Mgmt For For
DONALD J. KABAT Mgmt For For
PHILIP A. LASKAWY Mgmt For For
NORMAN S. MATTHEWS Mgmt For For
MARVIN H. SCHEIN Mgmt For For
DR. LOUIS W. SULLIVAN Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE 2001 Mgmt For For
HENRY SCHEIN, INC. SECTION 162(M) CASH BONUS
PLAN.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY Mgmt For For
S CERTIFICATE OF INCORPORATION.
04 PROPOSAL TO RATIFY THE SELECTION OF BDO SEIDMAN, Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
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HI-P INTERNATIONAL LTD Agenda Number: 700690818
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Security: Y32268107
Meeting Type: AGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: SG1O83915098
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors' report and Mgmt No vote
the audited accounts of the Company for the
YE 31 DEC 2004 together with the Auditors'
report thereon
2. Declare a first and final dividend of 1.0 Singapore Mgmt No vote
cent per share less income tax for the year
ended 31 DEC 2004
3. Re-elect Mr. Yao Hsiao Tung as a Director, who Mgmt No vote
retires pursuant to Article 91 of the Company's
Articles of Association
4. Re-elect Dr. Tan Khee Giap as a Director, who Mgmt No vote
retires pursuant to Article 91 of the Company's
Articles of Association
5. Re-elect Mr. Chester Lin Chien as a Director, Mgmt No vote
who retires pursuant to Article 97 of the Company's
Articles of Association
6. Approve to pay the Directors' fees of SGD 338,000.00 Mgmt No vote
for the YE 31 DEC 2004
7. Re-appoint Messrs Ernst & Young as the Company's Mgmt No vote
Auditors and authorize the Directors to fix
their remuneration
Transact any other business Non-Voting No vote
8. Authorize the Directors, pursuant to Section Mgmt No vote
161 of the Companies Act, Chapter 50 and Rule
806(2) of the Listing Rules of the Singapore
Exchange Securities Trading Limited the Listing
Manual , to allot and issue shares in the Company
and issue convertible securities and any shares
in the Company, pursuant to convertible securities
whether by way of rights, bonus or otherwise
, the aggregate number of shares including
any shares to be issued pursuant to the convertible
securities in the Company to be issued shall
not exceed 50% of the issued share capital
of the Company, of which the aggregate number
of shares to be issued other than on a pro-rata
basis to the existing shareholders of the Company
does not exceed 20% of the issued share capital
of the Company and the percentage of issued
share capital shall be calculated based on
the Company's issued share capital at the date
of passing of this resolution after adjusting
for new shares arising from the conversion
of convertible securities and new shares arising
from exercising share options or vesting of
share awards outstanding or subsisting at the
time of the passing of this resolution, provided
the options or awards were granted in compliance
with the Rules of the Listing Manual and any
subsequent consolidation or subdivision of
shares; Authority expires the earlier of the
conclusion of the next AGM of the Company or
the date of the next AGM of the Company as
required by law
9. Authorize the Directors, pursuant to Section Mgmt No vote
161 of the Companies Act, Chapter 50, to offer
and grant options in accordance with the Hi-P
Employee Share Option Scheme the Scheme and
to issue such shares as may be required to
be issued pursuant to the exercise of the options
granted under the Scheme provided always that
the aggregate number of shares to be issued
pursuant to the Scheme shall not exceed 15%
of the issued share capital of the Company
from time to time
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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HILTON GROUP PLC Agenda Number: 700691808
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Security: G45098103
Meeting Type: AGM
Meeting Date: 20-May-2005
Ticker:
ISIN: GB0005002547
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the reports and accounts for Mgmt For *
2004
2. Declare a final dividend Mgmt For *
3. Re-appoint Mr. C. Bell as a Director Mgmt For *
4. Re-appoint Mr. S.F. Bollenbach as a Director Mgmt For *
5. Reappoint Mr. D.M.C. Michels as a Director Mgmt For *
6. Appoint Mr. I.R. Carter as a Director Mgmt For *
7. Appoint Mr. C.P. Wicks as a Director Mgmt For *
8. Re-appoint Ernst & Young LLP as the Auditor Mgmt For *
and authorize the Directors to agree the Auditor
s remuneration
9. Approve the remuneration report Mgmt For *
10. Authorize donations to EU political organizations Mgmt For *
and EU political expenditure
11. Approve to increase the authorized share capital Mgmt For *
12. Authorize the Directors to allot shares Mgmt For *
13. Approve to disapply section 89(1) of the companies Mgmt For *
act 1985
14. Authorize the Company to purchase its own shares Mgmt For *
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HONG KONG & CHINA GAS CO LTD Agenda Number: 700689562
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Security: Y33370100
Meeting Type: AGM
Meeting Date: 04-May-2005
Ticker:
ISIN: HK0003000038
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the statement of accounts for the YE Mgmt For *
31 DEC 2004 and the reports of the Directors
and the Auditors thereon
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors Mgmt For *
4. Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For *
of the Company to hold office from the conclusion
of this meeting until the conclusion of the
next AGM and authorize the Directors to fix
their remuneration
5. Approve the each Director s fee at the rate Mgmt For *
of HKD 130,000 per annum and in the case of
Chairman and additional fee as the rate of
HKD 130,000 per annum
6.I Authorize the Directors to purchase shares in Mgmt For *
the capital of the Company during the relevant
period, subject to and in accordance with all
applicable laws and regulations, not exceeding
10% of the aggregate nominal amount of the
issued share capital; Authority expires the
earlier of the conclusion of the next AGM or
the expiration of the period within which the
next AGM is to be held by law
6.II Authorize the Directors of the Company to allot, Mgmt For *
issue and deal with additional shares in the
capital of the Company and make or grant offers,
agreements and options during and after the
relevant period, not exceeding 20% of the aggregate
nominal amount of the issued share capital
of the Company otherwise than pursuant to a
rights issue; Authority expires the earlier
of the conclusion of the next AGM of the Company
or the expiration of the period within which
the next AGM is to be held by law
6.III Approve, conditional upon the passing of Resolutions Mgmt For *
6(I) and 6(II), to extend the general mandate
granted to the Directors to allot, issue and
deal with the shares pursuant to Resolution
6(II), by an amount representing the aggregate
nominal amount of the share capital repurchased
pursuant to Resolution 6(I), provided that
such amount does not exceed 10% of the aggregate
nominal amount of the issued share capital
of the Company at the date of passing this
resolution
6S.IV Amend the Articles of Association by changing Mgmt For *
words from Article 70 and replacing with new
words, replacing Article 95 and 96 entirely
with new one
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HSBC HOLDINGS PLC Agenda Number: 700681530
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Security: G4634U169
Meeting Type: AGM
Meeting Date: 27-May-2005
Ticker:
ISIN: GB0005405286
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and consider the annual accounts and Mgmt For *
the reports of the Directors and the Auditors
for the YE 31 DEC 2004
2.a Re-elect Sir John Bond as a Director Mgmt For *
2.b Re-elect Mr. Mr. R.K.F. Chlien as a Director Mgmt For *
2.c Re-elect Mr. J.D. Coombe as a Director Mgmt For *
2.d Re-elect The Baroness Dunn as a Director Mgmt For *
2.e Re-elect Mr. D.J. Flint as a Director Mgmt For *
2.f Re-elect Mr. J.W.J. Hughes-Hallett as a Director Mgmt For *
2.g Re-elect Sir Brian Moffat as a Director Mgmt For *
2.h Re-elect S.W. Newton as a Director Mgmt For *
2.i Re-elect Mr. H. Sohmen as a Director Mgmt For *
3. Re-appoint KPMG Audit Plc as the Auditor at Mgmt For *
remuneration to be determined by the Group
Audit Committee
4. Approve the Directors remuneration report for Mgmt For *
the YE 31 DEC 2004
5. Authorize the Directors to allot shares Mgmt For *
S.6 Approve to disapply pre-emption rights Mgmt For *
7. Authorize the Company to purchase its own ordinary Mgmt For *
shares
8. Amend the HSBC Holdings Savings-Related Share Mgmt For *
Option Plan
9. Amend the HSBC Holdings Savings-Related Share Mgmt For *
Option Plan: International
10. Approve the HSBC US Employee Stock Plan US Mgmt For *
Sub-Plan
11. Approve the HSBC Share Plan Mgmt For *
S.12 Amend the Articles of Association Mgmt For *
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN THE CUT-OFF DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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HYPO REAL ESTATE HOLDING AG, MUENCHEN Agenda Number: 700688267
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Security: D3449E108
Meeting Type: OGM
Meeting Date: 20-May-2005
Ticker:
ISIN: DE0008027707
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the annual Mgmt For *
report for the FY 2004 with the report of the
Supervisory Board, the Group financial statements
and Group annual report
2. Approve the appropriation of the distributable Mgmt For *
profit of EUR 54,435,322.58 as follows: payment
of dividends arrears of EUR 232,857.60 for
the preferred shares for the 2002 FY; payment
of dividends arrears of EUR 232,857.60 for
the preferred shares for the 2003 FY; payment
of advance dividends of EUR 232,857.60 for
the preferred shares for the 2004 FY; payment
of a dividend of EUR 0.35 per preferred share
payment of a dividend of EUR 0.35 per ordinary
share EUR 6,811,488.53 shall be carried forward
ex-dividend and pay able date: 23 MAY 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5. Authorize the Company to acquire own shares Mgmt For *
the company of up to 10% of the share capital,
at prices deviating neither more than 10% from
the market price of the shares if the shares
are acquired through the stock exchange, nor
more than 20%; if the shares are acquired by
way of a repurchase offer, on or before 20
NOV 2006; to dispose of the shares in a manner
other than the stock ex-change or a rights
offering if the shares are sold at a price
not materially below their market price, to
use the shares for acquisition purposes or
for the fulfillment of option and convertible
rights and to retire the shares
6. Approve to convert preference shares into ordinary Mgmt For *
shares through the revocation of the preference
right; the 3,638,400 non-voting preference
shares of the company, held by the Bayerische
Land Esstiftung, shall be converted into the
same number of voting ordinary shares against
payment of a conversion premium of EUR 2.50
per preferred share; the conversion premium
is to be paid by the Bayerische Land Esstiftung;
and amend the Articles of Association
7. Approve the separate resolution of the ordinary Mgmt For *
shareholders on the conversion of non-voting
preferred shares into voting ordinary shares
as per Item 6
8. Amend the Articles of Association in respect Mgmt For *
of the object of the Company being adjusted
to correspond to the new provisions of the
German Pfandbrief Act
9. Amend the Articles of Association in connection Mgmt For *
with the new law on Corporate Integrity and
modernization of the right to set aside resolutions
of shareholders' meetings: Section 13(2), Section
14, Section 16(2)
10. Appoint KPMG Deutsche Treuhand-Gesellschaft Mgmt For *
AG, Berlin and Frankfurt as the Auditors for
the 2005 FY
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No vote
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
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ICICI BANK LTD Agenda Number: 700585815
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Security: Y38575109
Meeting Type: AGM
Meeting Date: 20-Sep-2004
Ticker:
ISIN: INE090A01013
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive, approve and adopt the audited profit Mgmt No vote
and loss account for the FYE 31 MAR 2004 and
the balance sheet as at that date together
with the reports of the Directors and the Auditors
2. Declare a dividend on preference shares Mgmt No vote
3. Declare a dividend on equity shares Mgmt No vote
4. Re-appoint Mr. Uday M. Chitale as a Director, Mgmt No vote
who retires by rotation
5. Re-appoint Mr. L.N. Mittal as a Director, who Mgmt No vote
retires by rotation
6. Re-appoint Mr. P.M. Sinha as a Director, who Mgmt No vote
retires by rotation
7. Appoint Mr. S.B. Mathur as a Director of the Mgmt No vote
Company, under the provisions of Section 257
of the Companies Act 1956 and is liable to
retire by rotation
8. Appoint, pursuant to the provisions of Section Mgmt No vote
224,225 and other applicable provisions, if
any, of the Companies Act 1956 and the Banking
Regulation Act 1949, S.R. Batliboi & Co., Chartered
Accountants, as the Statutory Auditors of the
Company, to hold office from the conclusion
of this meeting until the conclusion of the
next AGM of the Company, on a remuneration
including terms of payment to be fixed by
the Board of Directors of the Company, based
on the recommendation of the Audit Committee,
plus service tax and such other tax(es), as
may be applicable and reimbursement of all
out-of-pocket expenses in connection with the
audit of the accounts of the Company for the
YE 31 MAR 2005
9. Authorize the Board of Directors of the Company, Mgmt No vote
pursuant to the provisions of Section 228 and
other applicable provisions, if any, of the
Companies Act 1956 and the Banking Regulation
Act 1949, to appoint branch Auditors, as and
when required, in consultation with the Statutory
Auditors, to audit the accounts in respect
of the Company s branches/offices in India
and abroad and to fix their remuneration including
terms of payment , based on the recommendation
of the Audit Committee, plus service tax and
such other tax(es), as may be applicable and
reimbursement of all out-of-pocket expenses
in connection with the audit
10. Appoint Mr. V. Prem Watsa as a Director of the Mgmt No vote
Company, under the provisions of Section 257
of the Companies Act 1956 and liable to retire
by rotation
11. Approve, in partial modification of the resolution Mgmt No vote
passed by the members at 8th AGM on 16 SEP
2002 of the notice convening that meeting,
relating to the appointment and payment of
remuneration to Mr. K.V. Kamath as the Managing
Director & CEO, the salary range of Mr. K.V.
Kamath, effective 01 APR 2004 be revised to
INR 600,000 INR 1,050,000 per month
and the performance bonus to be paid to him
be modified from 100% of the annual salary
to the average percentage of performance bonus
paid to the employees, subject to such approvals
as may be required, other terms and conditions
of the appointment remaining the same; authorize
the Board or any Committee thereof to decide
the remuneration salary, perquisites and bonus
payable to Mr. K.V. Kamath, within the terms
approved by the members at their AGM held on
16 SEP 2002
12. Approve, in partial modification of the resolution Mgmt No vote
passed by the members at their EGM on 12 MAR
2004 of the notice convening that meeting,
relating to the re-appointment of Ms. Lalita
D. Gupte as the Joint Managing Director, the
salary range of Ms. Lalita D. Gupte, effective
01 APR 2004 be revised to INR 400,000
INR 900,000 per month and the performance
bonus to be paid to him be modified from 100%
of the annual salary to the average percentage
of performance bonus paid to the employees,
subject to such approvals as may be required,
other terms and conditions of the re-appointment
remaining the same; authorize the Board or
any Committee thereof to decide the remuneration
salary, perquisites and bonus payable to
Ms. Lalita D. Gupte, within the terms approved
by the members at their EGM held on 12 MAR
2004
13. Approve, in partial modification of the resolution Mgmt No vote
passed by the members at 8th AGM on 16 SEP
2002 of the notice convening that meeting,
relating to the appointment and payment of
remuneration to Ms. Kalpana Morparia as the
Executive Director since elevated as the Deputy
Managing Director effective 01 FEB 2004 , the
salary range of Ms. Kalpana Morparia, effective
01 APR 2004 be revised to INR 300,000
INR 900,000 per month and the
performance bonus to be paid to him be modified
from 100% of the annual salary to the average
percentage of performance bonus paid to the
employees, subject to such approvals as may
be required, other terms and conditions of
the appointment remaining the same; authorize
the Board or any Committee thereof to decide
the remuneration salary, perquisites and bonus
payable to Ms. Kalpana Morparia, within the
terms approved by the members at their AGM
held on 16 SEP 2002
14. Approve, in partial modification of the resolution Mgmt No vote
passed by the members at 8th AGM on 16 SEP
2002 of the notice convening that meeting,
relating to the payment of remuneration to
Ms. Chanda D. Kochhar as the Executive Director,
the salary range of Ms. Chanda D. Kochhar,
effective 01 APR 2004 be revised to INR 200,000
INR 500,000 per month and
the performance bonus to be paid to him be
modified from 100% of the annual salary to
the average percentage of performance bonus
paid to the employees, subject to such approvals
as may be required, other terms and conditions
of the appointment remaining the same; authorize
the Board or any Committee thereof to decide
the remuneration salary, perquisites and bonus
payable to Ms. Chanda D. Kochhar, within the
terms approved by the members at their AGM
held on 16 SEP 2002
15. Approve, in partial modification of the resolution Mgmt No vote
passed by the members at 8th AGM on 16 SEP
2002 of the notice convening that meeting,
relating to the payment of remuneration to
Dr. Nachiket Mor as the Executive Director,
the salary range of Dr. Nachiket Mor, effective
01 APR 2004 be revised to INR 200,000
INR 500,000 per month and the
performance bonus to be paid to him be modified
from 100% of the annual salary to the average
percentage of performance bonus paid to the
employees, subject to such approvals as may
be required, other terms and conditions of
the appointment remaining the same; authorize
the Board or any Committee thereof to decide
the remuneration salary, perquisites and bonus
payable to Dr. Nachiket Mor, within the terms
approved by the members at their AGM held on
16 SEP 2002
S.16 Authorize the Board of the Company, pursuant Mgmt No vote
to provisions of Section 81 of the Companies
Act 1956, in accordance with the provision
of the Memorandum and Articles of Association
of the Company and regulations/guidelines prescribed
by Securities and Exchange Board of India or
any other relevant authority from time to time
to extent applicable and subject to such approvals,
consents permissions and sanctions and subject
to such conditions as may be prescribed by
any of them while granting such approvals,
consents, permissions and sanctions, which
the Board of Directors of the Company Board
is authorized to accept, to create, offer,
issue and allot to or for the benefit of such
person(s) as are in the permanent employment
and the Director including the wholetime Directors
of the Company, at any time, equity shares
of the Company and/or warrants with an option
exercisable by the warrant-holder to subscribe
for equity shares/equity linked securities
and/or bonds, debentures, preference shares
or other securities convertible into equity
shares at such price, in such manner during
such period, in one or more tranches and on
such terms and conditions as the Board may
decide prior to issue and offer thereof, for,
or which upon exercise or conversion could
give rise to the issue of a number of equity
shares not exceeding in aggregate including
any equity shares issued pursuant to the Resolution
17 , 5% of the aggregate of the number of issued
equity shares of the Company from time to time
on the date(s) of the grant of option(s) under
ICICI Bank Employees Stock Option Scheme ESOS
as placed at the meeting; approve that, subject
to the terms stated herein, the equity shares
allotted pursuant to the aforesaid resolution
will in all respects rank pari passu inter
se as also with the then existing equity shares
of the Company; authorize the Board on behalf
of the Company, for the purpose of giving effect
to any creation, offer, issue or allotment
of equity shares or securities or instruments
representing the same, as specified, to do
all such acts, deeds, matters and things as
it may, in its absolute discretion, deem necessary
or desirable for such purpose and with power
on behalf of the Company to settle all questions,
difficulties or doubts that may arise in regard
to such issue(s) or allotment(s) including
to amend or modify any of the terms of such
issue or allotment , as if may, in its absolute
discretion deem fit without being required
to seek any further consent or approval of
the members; authorize the Board to vary or
modify the terms of ESOS in accordance with
any guidelines or regulations that may be issued,
from time to time, by any appropriate authority
unless such variation, modification or alteration
is detrimental to the interests of the employees/Directors
including the wholetime Directors ; authorize
the Board to delegate all or any of the powers
herein conferred to any Committee of Directors,
or any one or more of the wholetime Directors
of the Company
S.17 Authorize the Board of the Company, pursuant Mgmt No vote
to the provisions of Section 81 and other applicable
provisions, if any, of the Companies Act 1956,
in accordance with the provisions of the Memorandum
and Articles of Association of the Company
and regulations/guidelines prescribed by Securities
and Exchange Board of India or any other relevant
authority from time to time to extent applicable
and subject to such approvals, consents, permissions
and sanctions, and subject to such conditions
as may be prescribed by any of them while granting
such approval, consents, permissions and sanctions,
which the Board of Directors of the Company
Board is hereby authorized to accept, to
create, offer, issue and allot to or for the
benefit of such person(s) as are in the permanent
employment and the Directors including the
wholetime Directors of a subsidiary Company
and a holding Company of the Company, at any
time equity shares of the Company and/or warrants
whether attached to any security or not with
an option exercisable by the warrant-holder
to subscribe for equity shares/equity linked
securities and/or bonds, debentures, preference
shares or other securities convertible into
equity shares at such price, in such manner,
during such period, in one or more tranches
and on such terms and conditions as the Board
may decide prior to the issue and offer thereof,
for, or which upon exercise or conversion could
give rise to the issue of a number of equity
shares not exceeding in aggregate including
any equity shares issued pursuant to the Resolution
16 , 5% of the aggregate of the number of issued
equity shares of the Company from time to time
on the date(s) of the grant of option(s) under
ICICI Bank Employees Stock Option Scheme as
placed at the meeting; approve that, subject
to the terms stated herein, the equity shares
allotted pursuant to the aforesaid resolution
will in all respects rank pari passu inter
se as also with the then existing equity shares
of the Company; authorize the Board on behalf
of the Company, for the purpose of giving effect
to any creation, offer, issue or allotment
of equity shares or securities or instruments
representing the same, as specified, to do
all such acts, deeds, matters and things as
it may, in its absolute discretion, deem necessary
or desirable for such purpose and with power
on behalf of the Company to settle all questions,
difficulties or doubts that may arise in regard
to such issue(s) or allotment(s) including
to amend or modify any of the terms of such
issue or allotment , as if may, in its absolute
discretion deem fit without being required
to seek any further consent or approval of
the members; authorize the Board to delegate
all or any of the powers herein conferred to
any Committee of Directors, or any one or more
of the wholetime Directors of the Company
- --------------------------------------------------------------------------------------------------------------------------
ICICI BK LTD Agenda Number: 700629554
- --------------------------------------------------------------------------------------------------------------------------
Security: Y38575109
Meeting Type: SGM
Meeting Date: 24-Jan-2005
Ticker:
ISIN: INE090A01013
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. Non-Voting No vote
A PHYSICAL MEETING IS NOT BEING HELD FOR THIS
COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS
ARE NOT VALID FOR THIS MEETING. IF YOU WISH
TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS
BY THE INDICATED CUTOFF DATE. THANK YOU.
S.1 Approve, in accordance with applicable law, Mgmt For *
rules and regulations hereinafter referred
to as the sponsored ADR Regulations and subject
to the approval, consent, permission and sanction
of the Foreign Investment Promotion Board and
Government of India and approvals of any other
authority, as applicable or necessary, and
subject to such conditions as may be prescribed
in any such approval, consent, permission or
sanction, the Board of Directors hereinafter
referred to as Board , which terms shall be
deemed to include any Committee constituted/to
be constituted by the Board and authorize the
Board, including the powers conferred by this
resolution on behalf of ICICI Bank Limited
hereinafter referred to as Bank , to sponsor
the issue of American Depository Shares hereinafter
referred to as ADS with the Depository for
the American Depository Shares hereinafter
referred to as Overseas Depositary , against
existing Equity Shares of the Bank deposited
by the holders of Equity Shares of the Bank
hereinafter referred to as Equity Shareholders
, pursuant to a right given to all the Equity
Shareholders in terms of the Sponsored ADR
Regulations hereinafter referred to as Sponsored
ADS offering , on such terms and conditions,
at such time or times and in one or more tranches,
as the Board may in its absolute discretion
deem fit, including without limitation, providing
the Equity Shareholders an option to renounce
their right and entitlement to participate
in the Sponsored ADS offering to another Equity
Shareholder, if the terms of the documents
inviting the participation of the Equity Shareholders
so provide and in such mode and manner as may
be determined by the Bank in conjunction with
the Underwriter(s) and/or Lead Manager(s),
and to cause allotment to the Investors in
foreign markets whether Institutions and/or
Incorporated Bodies and/or individuals or otherwise
and whether such Investors are members of the
Bank or otherwise of ADS by the Overseas Depository,
where each such ADS shall represent 2 existing
fully paid Equity Shares of par value of INR
10 per share, deposited pursuant to the Sponsored
ADS offering, and the aggregate size of the
Sponsored ADS offering, whether made in 1 or
more tranches including the over allotment
option, if any, as decided by the Bank/Underwriter(s)/Lead
Manager(s), shall not be greater than 6% of
the outstanding Equity Shares, on a date to
be determined by the Board and shall be subject
to the foreign shareholding after completion
of the Sponsored ADS offering not exceeding
74% of the outstanding Equity Shares or such
other limit as may be prescribed by applicable
law, rules and regulations from time to time;
the Bank shall sponsor through the Overseas
Depository, the issue of ADS representing the
underlying Equity Shares deposited pursuant
to the Sponsored ADS offering; the pricing
of the Sponsored ADS offering be determined
by the Underwriter(s) and/or Lead Managers(s),
in accordance with the provisions of applicable
law, rules and regulations; for the purpose
of giving effect to the Sponsored ADS offering
and the allotment of ADS as specified, authorize
the Board on behalf of the Bank to do all such
acts, deeds, matters and things as it may,
in its absolute discretion, deem necessary
or desirable for such purpose, including without
limitations, determine the number of Equity
Shares to be offered or sold, the over-allotment
option; determine whether or not the Equity
Shareholders, subject to applicable securities
laws, have a right to renounce their entitlement
to participate in the Sponsored ADS offering
to another Equity Shareholder; determine the
length of the invitation to offer period, issue
and circulate the invitation to offer, file
registration statement and/or other document(s)
with United States Securities and Exchange
Commission and/or any other regulator, list
the securities on New York Stock Exchange,
enter into managing, underwriting, indemnification,
marketing, listing, trading, depositary, custodian,
registrar, escrow, Trustee arrangements and
sign all deeds, documents and writings and
to pay any fees, Commissions, remuneration
and expenses relating thereto; authorize the
Board to determine all terms and conditions
of the Sponsored ADS offering, settle all questions,
difficulties or doubts that may arise in regard
to the Sponsored ADS offering, offer or allotment
of ADS and in complying with the sponsored
ADR Regulations, the number of Equity Shares
being offered or sold, the eligibility of the
Equity Shareholder to participate in the Sponsored
ADS offering or the rights to renounce their
entitlement to participate thereto, offer or
allotment of ADS, as it may, in its absolute
discretion, deem it, without being required
to seek any further clarification, consent
or approval of the member or otherwise to the
end and intend that the members shall be deemed
to have given the approval thereto expressly
by the authority of this resolution; authorize
the Board to delegate all or any of its powers
herein conferred to any Committee of Directors
or any one or more wholetime Directors of the
Bank to give effect to the aforesaid resolution
- --------------------------------------------------------------------------------------------------------------------------
ING GROEP NV Agenda Number: 700664635
- --------------------------------------------------------------------------------------------------------------------------
Security: N4578E413
Meeting Type: AGM
Meeting Date: 26-Apr-2005
Ticker:
ISIN: NL0000303600
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
208716 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting No vote
BLOCKING IS LIMITED TO THE PERIOD BETWEEN THE
CUT-OFF DATE SET ON 13 APR 2005 AND ONE DAY
FOLLOWING THE REGISTRATION DATE SET ON 19 APR
2005. VOTE INSTRUCTIONS RECEIVED AFTER THE
CUT-OFF DATE ARE CONSIDERED LATE. LATE VOTES
ARE PROCESSED ON A BEST EFFORT BASIS. SHARE
BLOCKING IS APPLIED TO LATE VOTES BEGINNING
ON RECEIPT DATE OF VOTE INSTRUCTIONS THROUGH
THE DAY FOLLOWING REGISTRATION DATE. THANK
YOU.
1. Opening remarks and announcements Non-Voting No vote
2.A Reports of the Executive Board and the Supervisory Non-Voting No vote
Board for 2004
2.B Profit retention and distribution policy Non-Voting No vote
3.A Annual Accounts for 2004 Mgmt For *
3.B For 2004, a total dividend of EUR 1.07 per (depositary Mgmt For *
receipt for an) ordinary share will be proposed
to the Annual General Meeting of Shareholders.
Taking into account the interim dividend of
EUR 0.49 made payable in September 2004, the
final dividend will amount to EUR 0.58 per
(depositary receipt for an) ordinary share.
Reference is also made to page 143 of the Annual
Report 2004
4.A Discharge of the Executive Board in respect Mgmt For *
of the duties performed during the year 2004
4.B Discharge of the Supervisory Board in respect Mgmt For *
of the duties performed during the year 2004
5.A With a view to the Dutch Corporate Governance Mgmt For *
Code, the General Meeting of Shareholders is
invited to discuss and approve the implementation
of the Code by the Company as described in
the document The Dutch Corporate Governance
Code - ING s implementation of the Tabaksblat
Code for good corporate governance
5.B With reference to article 19, paragraph 1 of Non-Voting No vote
the Articles of Association, the General Meeting
of Shareholders is invited to discuss the profile
of the Executive Board, as it was drawn up
by the Supervisory Board
5.C With reference to article 25, paragraph 1 of Non-Voting No vote
the Articles of Association, the General Meeting
of Shareholders is invited to discuss the profile
of the Supervisory Board, as it was drawn up
by the Supervisory Board. In comparison with
the present profile of the Supervisory Board,
the changes involve only rephrasings and no
material changes
6.A Reappointment of Luella Gross Goldberg Mgmt For *
6.B Reappointment of Godfried van der Lugt Mgmt For *
6.C Appointment of Jan Hommen Mgmt For *
6.D Appointment of Christine Lagarde Mgmt For *
7. It is proposed to approve that the maximum number Mgmt For *
of stock options and performance shares to
be granted to the members of the Executive
Board for 2004 will be 374,700 stock optionsand
136,200 performance shares
8.A It is proposed that the Executive Board be appointed Mgmt Against *
as the corporate body that will be authorised,
upon approval of the Supervisory Board, to
issue ordinary shares, to grant the right to
take up shares and to restrict or exclude preferential
rights of shareholders. This authority applies
to the period ending on 26 October 2006 (subject
to extension by the General Meeting of Shareholders):
(I) for a total of 220,000,000 ordinary shares,
plus (II) for a total of 220,000,000 ordinary
shares, only if these shares are issued in
connection with the take-over of a business
or company
8.B It is proposed that the Executive Board be appointed Mgmt For *
as the corporate body that will be authorised,
upon approval of the Supervisory Board, to
issue preference B shares and to grant the
right to take up shares with or without preferential
rights of shareholders. This authority applies
to the period ending on 26 October 2006 (subject
to extension by the General Meeting of Shareholders)
for 10,000,000 preference B shares with a nominal
value of EUR 0.24 each, provided these are
issued for a price per share that is not below
the highest price per depositary receipt for
an ordinary share, listed on the Euronext Amsterdam
Stock Exchange, on the date preceding the date
on which the issue of preference B shares of
the relevant series is announced This authorisation
will only be used if and when ING Groep N.V.
is obliged to convert the ING Perpetuals III
into shares pursuant to the conditions of the
ING Perpetuals III
9. It is proposed that the Executive Board be authorised Mgmt For *
for a period of eighteen months as from 26
April 2005, to acquire by any means, fully
paid-up shares in the capital of the company
or depositary receipts for such shares, up
to the limit imposed by the law and by the
Articles of Association at a price which is
not lower than the nominal value of the shares
and not higher than the highest price at which
the depositary receipts for the company s shares
of the same type are traded on the Euronext
Amsterdam Stock Market on the date on which
the purchase contract is signed
10. Any other business and conclusion Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
INTEGRATED CIRCUIT SYSTEMS, INC. Agenda Number: 932226827
- --------------------------------------------------------------------------------------------------------------------------
Security: 45811K208
Meeting Type: Annual
Meeting Date: 28-Oct-2004
Ticker: ICST
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEWIS C. EGGEBRECHT Mgmt For For
HENRY I. BOREEN Mgmt For For
DAVID DOMINIK Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP Agenda Number: 932265576
- --------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: IBM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. BLACK Mgmt For For
K.I. CHENAULT Mgmt For For
J. DORMANN Mgmt For For
M.L. ESKEW Mgmt For For
C. GHOSN Mgmt For For
C.F. KNIGHT Mgmt For For
M. MAKIHARA Mgmt For For
L.A. NOTO Mgmt For For
S.J. PALMISANO Mgmt For For
J.E. SPERO Mgmt For For
S. TAUREL Mgmt For For
C.M. VEST Mgmt For For
L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM (PAGE 24)
03 STOCKHOLDER PROPOSAL ON--CUMULATIVE VOTING (PAGE Shr For Against
25)
04 STOCKHOLDER PROPOSAL ON--PENSION AND RETIREMENT Shr Against For
MEDICAL (PAGE 25)
05 STOCKHOLDER PROPOSAL ON--EXECUTIVE COMPENSATION Shr Against For
(PAGE 27)
06 STOCKHOLDER PROPOSAL ON--EXPENSING STOCK OPTIONS Shr For Against
(PAGE 28)
07 STOCKHOLDER PROPOSAL ON--DISCLOSURE OF EXECUTIVE Shr Against For
COMPENSATION (PAGE 29)
08 STOCKHOLDER PROPOSAL ON--OFFSHORING (PAGE 30) Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
INTUIT INC. Agenda Number: 932230383
- --------------------------------------------------------------------------------------------------------------------------
Security: 461202103
Meeting Type: Annual
Meeting Date: 09-Dec-2004
Ticker: INTU
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEPHEN M. BENNETT Mgmt For For
CHRISTOPHER W. BRODY Mgmt For For
WILLIAM V. CAMPBELL Mgmt For For
SCOTT D. COOK Mgmt For For
L. JOHN DOERR Mgmt For For
DONNA L. DUBINSKY Mgmt For For
MICHAEL R. HALLMAN Mgmt For For
DENNIS D. POWELL Mgmt For For
STRATTON D. SCLAVOS Mgmt For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Mgmt For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL 2005.
03 APPROVE OUR 2005 EQUITY INCENTIVE PLAN. Mgmt Against Against
- --------------------------------------------------------------------------------------------------------------------------
IRON MOUNTAIN INCORPORATED Agenda Number: 932338254
- --------------------------------------------------------------------------------------------------------------------------
Security: 462846106
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: IRM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CLARKE H. BAILEY Mgmt For For
CONSTANTIN R. BODEN Mgmt For For
KENT P. DAUTEN Mgmt For For
B. THOMAS GOLISANO Mgmt For For
JOHN F. KENNY, JR. Mgmt For For
ARTHUR D. LITTLE Mgmt For For
C. RICHARD REESE Mgmt For For
VINCENT J. RYAN Mgmt For For
02 APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN Mgmt For For
OF MERGER RESULTING IN THE REINCORPORATION
OF THE COMPANY IN THE STATE OF DELAWARE.
03 APPROVE AN AMENDMENT TO THE 2003 EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE 2003 EMPLOYEE STOCK PURCHASE PLAN FROM
1,125,000 TO 2,325,000.
04 RATIFY THE SELECTION BY THE AUDIT COMMITTEE Mgmt For For
OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
JABIL CIRCUIT, INC. Agenda Number: 932244976
- --------------------------------------------------------------------------------------------------------------------------
Security: 466313103
Meeting Type: Annual
Meeting Date: 20-Jan-2005
Ticker: JBL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM D. MOREAN Mgmt For For
THOMAS A. SANSONE Mgmt For For
TIMOTHY L. MAIN Mgmt For For
LAWRENCE J. MURPHY Mgmt For For
MEL S. LAVITT Mgmt For For
STEVEN A. RAYMUND Mgmt For For
FRANK A. NEWMAN Mgmt For For
LAURENCE S. GRAFSTEIN Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS FOR JABIL.
- --------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 932288156
- --------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: JPM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HANS W. BECHERER Mgmt For For
JOHN H. BIGGS Mgmt For For
LAWRENCE A. BOSSIDY Mgmt For For
STEPHEN B. BURKE Mgmt For For
JAMES S. CROWN Mgmt For For
JAMES DIMON Mgmt For For
ELLEN V. FUTTER Mgmt For For
WILLIAM H. GRAY III Mgmt For For
WILLIAM B. HARRISON JR. Mgmt For For
LABAN P. JACKSON JR. Mgmt For For
JOHN W. KESSLER Mgmt For For
ROBERT I. LIPP Mgmt For For
RICHARD A. MANOOGIAN Mgmt For For
DAVID C. NOVAK Mgmt For For
LEE R. RAYMOND Mgmt For For
WILLIAM C. WELDON Mgmt For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN Mgmt For For
04 DIRECTOR TERM LIMITS Shr Against For
05 SEPARATION OF CHAIRMAN AND CEO Shr Against For
06 COMPETITIVE PAY Shr Against For
07 RECOUP UNEARNED MANAGEMENT BONUSES Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
KANGWON LAND INC Agenda Number: 700657212
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4581L105
Meeting Type: AGM
Meeting Date: 28-Mar-2005
Ticker:
ISIN: KR7035250000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the 7th balance sheet, income statement Mgmt For *
and retained earnings statement
2. Amend the Articles of Incorporation Mgmt Abstain *
3. Elect the Directors Mgmt For *
4. Elect the Auditors Mgmt For *
5. Approve the remuneration limit for the Directors Mgmt Abstain *
6. Approve the remuneration limit for the Auditors Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
KDDI CORP Agenda Number: 700732678
- --------------------------------------------------------------------------------------------------------------------------
Security: J31843105
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: JP3496400007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Final Dividend Mgmt For *
JY 3,500
2. Amend the Articles of Incorporation Mgmt For *
3. Approve Issuance of Share Purchase Warrants Mgmt For *
to a Third Party or Third Parties on Favorable
Conditions
4.1 Elect a Director Mgmt For *
4.2 Elect a Director Mgmt For *
4.3 Elect a Director Mgmt For *
4.4 Elect a Director Mgmt For *
4.5 Elect a Director Mgmt For *
4.6 Elect a Director Mgmt For *
4.7 Elect a Director Mgmt For *
4.8 Elect a Director Mgmt For *
4.9 Elect a Director Mgmt For *
4.10 Elect a Director Mgmt For *
4.11 Elect a Director Mgmt For *
5. Appoint a Corporate Auditor Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
KINGFISHER PLC Agenda Number: 700704960
- --------------------------------------------------------------------------------------------------------------------------
Security: G5256E441
Meeting Type: AGM
Meeting Date: 27-May-2005
Ticker:
ISIN: GB0033195214
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the report of the Directors Mgmt For *
including the Corporate Governance report and
the financial statements Annual Report and
Accounts for the YE 29 JAN 2005, together
with the report of the Auditors
2. Approve the Directors remuneration report for Mgmt For *
the YE 29 JAN 2005
3. Declare a final dividend of 6.8 pence on the Mgmt For *
ordinary shares for payment on 03 JUN 2005
4. Re-elect Mr. Phil Bentley as a Director, who Mgmt For *
retires in accordance with the Articles of
Association of the Company
5. Re-elect Dr. Gerry Murphy as a Director, who Mgmt For *
retires in accordance with the Articles of
Association of the Company
6. Re-elect Mr. John Nelson as a Director, who Mgmt For *
retires in accordance with the Articles of
Association of the Company
7. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Company s Auditors and authorize the Directors
to fix their remuneration
8. Authorize the Directors of the Company, in substitution Mgmt For *
for any exiting authority, to allot relevant
securities as defined in Section 80 of the
Companies Act 1985 the Act up to an aggregate
nominal value of the relevant securities allotted
under this authority shall not exceed GBP 105,980,861;
Authority expires the earlier of the conclusion
of the next AGM of the Company or 01 DEC 2006
; and the Directors may allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.9 Authorize the Directors, in substitution for Mgmt For *
any existing authority and pursuant to Section
95 of the Companies Act 1985, to allot equity
securities Section 94(2) to Section 94(3A),
disapplying the statutory pre-emption rights
Section 89(1) , provided that this power is
limited to the allotment of equity securities
i) in connection with an issue for cash; ii)
for cash where this authority shall be limited
in aggregate to the allotment of, or involving
equity share capital not exceeding 5% of the
nominal value of the issued share capital of
the Company as at the date hereof; Authority
expires the earlier of the conclusion of the
AGM of the Company or 01 DEC 2006 ; and the
Directors may allot equity securities after
the expiry of this authority in pursuance of
such an offer or agreement made prior to such
expiry
S.10 Authorize the Company, pursuant to Article 44 Mgmt For *
of the Company s Articles of Association and
Section 166 of the Act, to make market purchases
Section 163(3) of up to 234,830,336 ordinary
shares and the minimum price shall be the nominal
value thereof, in both cases exclusive of advance
corporation tax, if any, payable to the Company
and up to 105% of the average middle market
quotations for such shares derived from the
Stock Exchange Daily Official List, over the
previous 5 business days; Authority expires
the earlier of the conclusion of the next AGM
of the Company or 01 DEC 2006 ; the Company,
before the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
- --------------------------------------------------------------------------------------------------------------------------
KLA-TENCOR CORPORATION Agenda Number: 932219149
- --------------------------------------------------------------------------------------------------------------------------
Security: 482480100
Meeting Type: Annual
Meeting Date: 18-Oct-2004
Ticker: KLAC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWARD W. BARNHOLT Mgmt For For
STEPHEN P. KAUFMAN Mgmt For For
KENNETH L. SCHROEDER Mgmt For For
02 TO APPROVE THE COMPANY S 2004 EQUITY INCENTIVE Mgmt Against Against
PLAN, INCLUDING APPROVAL OF ITS MATERIAL TERMS
AND PERFORMANCE GOALS FOR PURPOSES OF INTERNAL
REVENUE CODE SECTION 162(M).
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JUNE 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
KOHL'S CORPORATION Agenda Number: 932289235
- --------------------------------------------------------------------------------------------------------------------------
Security: 500255104
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: KSS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES D. ERICSON Mgmt For For
WILLIAM S. KELLOGG Mgmt For For
ARLENE MEIER Mgmt For For
R. ELTON WHITE Mgmt For For
02 RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS.
03 SHAREHOLDER PROPOSAL REQUESTING THE BOARD OF Shr For Against
DIRECTORS TO TAKE THE NECESSARY STEPS TO DECLASSIFY
THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS
OPPOSES THIS PROPOSAL
04 SHAREHOLDER PROPOSAL REQUESTING THE BOARD OF Shr For Against
DIRECTORS TO SEEK SHAREHOLDER APPROVAL OF CERTAIN
SEVERANCE AGREEMENTS WITH SENIOR EXECUTIVES.
THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda Number: 700699121
- --------------------------------------------------------------------------------------------------------------------------
Security: N0139V100
Meeting Type: AGM
Meeting Date: 18-May-2005
Ticker:
ISIN: NL0000331817
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
215733 DUE TO CHANGE IN THE RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. Opening Non-Voting No vote
2. Approve the report on the FY 2004 by Executive Mgmt For *
Board
3.a Adopt the 2004 financial statements Mgmt For *
3.b Approve the dividend and reserves policy Mgmt For *
4.a Appoint Mr. D.C. Doijer as a Member of the Supervisory Mgmt For *
Board
4.b Appoint Ms. M.M. Hart PhD as a Member of the Mgmt For *
Supervisory Board
4.c Appoint Mr. B. Hoogendoorn as a Member of the Mgmt For *
Supervisory Board
4.d Appoint Ms. S.M. Shern as a Member of the Supervisory Mgmt For *
Board
5. Amend the remuneration of the Members of the Mgmt For *
Supervisory Board
6.a Authorize the Executive Board to issue common Mgmt For *
shares or grant rights to acquire common shares
6.b Authorize the Executive Board to restrict or Mgmt For *
exclude pre-emptive rights
7. Authorize the Executive Board to acquire common Mgmt For *
shares in the Company at the stock exchange
8. Any other items Other For *
9. Closing Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV Agenda Number: 700665118
- --------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: AGM
Meeting Date: 12-Apr-2005
Ticker:
ISIN: NL0000009082
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting No vote
BLOCKING IS LIMITED TO THE PERIOD BETWEEN THE
CUT-OFF DATE AND ONE DAY FOLLOWING THE REGISTRATION
DATE. VOTE INSTRUCTIONS RECEIVED AFTER THE
CUT-OFF DATE ARE CONSIDERED LATE. LATE VOTES
ARE PROCESSED ON A BEST EFFORT BASIS. SHARE
BLOCKING IS APPLIED TO LATE VOTES BEGINNING
ON RECEIPT DATE OF VOTE INSTRUCTIONS THROUGH
THE DAY FOLLOWING REGISTRATION DATE. THANK
YOU.
1. Opening and announcements Non-Voting No vote
2. Report by the Board of Management for the financial Non-Voting No vote
year 2004
3.A Proposal to adopt the financial statements for Mgmt For *
the financial year 2004
3.B Explanation of the dividend policy Non-Voting No vote
3.C Proposal to adopt a dividend over the financial Mgmt For *
year 2004
4.A Proposal to discharge the members of the Board Mgmt For *
of Management from liability
4.B Proposal to discharge the members of the Supervisory Mgmt For *
Board from liability
5.A Report on Corporate Governance Non-Voting No vote
5.B Proposal to amend the Articles of Association Mgmt For *
6. Proposal to appoint the Auditor Mgmt For *
7.A Discussion on profile of the Supervisory Board Non-Voting No vote
7.B Opportunity to make recommendations for the Non-Voting No vote
appointment of two members of the Supervisory
Board
7.C.1 Appointment of Mr. A.H.J. Risseeuw as a member Mgmt For *
of the Supervisory Board
7.C.2 Appointment of Ms. M.E. van Lier Lels as a member Mgmt For *
of the Supervisory Board
7.D Announcement concerning vacancies arising at Non-Voting No vote
the Annual General Meeting of Shareholders
in 2006
7.E Proposal to amend the remuneration of members Mgmt For *
of the Supervisory Board
8.A Proposal to authorize the Board of Management Mgmt For *
to resolve for the company to acquire its own
shares
8.B Proposal to extend the designation of the Board Mgmt Against *
of Management as competent body to issue shares
8.C Proposal to extend the designation of the Board Mgmt Against *
of Management as competent body to restrict
or exclude pre-emptive rights
8.D Proposal to reduce the capital through cancellation Mgmt For *
of own shares
9. Any other business and closure of the meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda Number: 700600403
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4822W100
Meeting Type: EGM
Meeting Date: 29-Oct-2004
Ticker:
ISIN: KR7060000007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 201659 DUE TO DELETION OF A RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. Elect Mr. Jung Won Kang as an Executive Director Mgmt For *
2. Approve the stock option for the staff: 5,000 Mgmt Abstain *
shares to the Outside Director Mr. Dong Su
Jung, 5,000 shares to Mr. Mun Youl Choi, 5,000
shares to Mr. Wang Ha Jo, 5,000 shares to Mr.
Young Sun Jun and 10,000 shares to the Vice
Chairman, Mr. Jung Young Kang
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda Number: 700640154
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4822W100
Meeting Type: AGM
Meeting Date: 18-Mar-2005
Ticker:
ISIN: KR7060000007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the balance sheet, income statement Mgmt For *
and the statement of appropriation of unappropriated
retained earnings
2. Elect the Directors Mgmt For *
3. Elect the nominees for Member of Auditor Committee Mgmt For *
who are not outside Directors
4. Elect the nominees for Member of Auditor Committee Mgmt For *
who are outside Directors
5. Approve the Stock Option for staff Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION Agenda Number: 932336856
- --------------------------------------------------------------------------------------------------------------------------
Security: 530718105
Meeting Type: Annual
Meeting Date: 08-Jun-2005
Ticker: L
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID E. RAPLEY Mgmt For For
LARRY E. ROMRELL Mgmt For For
02 RATIFICATION OF KPMG LLP AS OUR INDEPENDENT Mgmt For For
AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
LIBERTY MEDIA INTERNATIONAL, INC. Agenda Number: 932348546
- --------------------------------------------------------------------------------------------------------------------------
Security: 530719103
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: LBTYA
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JANUARY 17, 2005, AMONG LIBERTY
MEDIA INTERNATIONAL, INC., UNITEDGLOBALCOM
INC., LIBERTY GLOBAL, INC., CHEETAH ACQUISITION
CORP. AND TIGER GLOBAL ACQUISITION CORP.
02 DIRECTOR
DAVID E. RAPLEY Mgmt For For
LARRY E. ROMRELL Mgmt For For
03 APPROVAL OF THE LIBERTY MEDIA INTERNATIONAL, Mgmt For For
INC. 2004 INCENTIVE PLAN (AS AMENDED AND RESTATED
EFFECTIVE MARCH 9, 2005).
04 RATIFICATION OF KPMG LLP AS OUR INDEPENDENT Mgmt For For
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
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LIMITED BRANDS, INC. Agenda Number: 932303465
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Security: 532716107
Meeting Type: Annual
Meeting Date: 16-May-2005
Ticker: LTD
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONNA A. JAMES Mgmt For For
LEONARD A. SCHLESINGER Mgmt For For
JEFFREY B. SWARTZ Mgmt For For
RAYMOND ZIMMERMAN Mgmt For For
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LOWE'S COMPANIES, INC. Agenda Number: 932322972
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Security: 548661107
Meeting Type: Annual
Meeting Date: 27-May-2005
Ticker: LOW
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT A. INGRAM Mgmt For For
RICHARD K. LOCHRIDGE Mgmt For For
ROBERT L. JOHNSON Mgmt For For
02 AMENDMENT TO DIRECTORS STOCK OPTION PLAN. Mgmt For For
03 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS.
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M6 METROPOLE TELEVISION SA Agenda Number: 700682354
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Security: F6160D108
Meeting Type: MIX
Meeting Date: 28-Apr-2005
Ticker:
ISIN: FR0000053225
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
O.1 Approve the Management report of the Executive Mgmt No vote
Committee, the remarks of the Supervisory Board
and the reports of the Statutory Auditors;
approve the financial statements for the year
2004, in the form presented to the meeting;
approve the non-deductible fees and expenses
of EUR 14,500.00 with a corresponding tax of
EUR 5,100.00
O.2 Approve the special report of the Auditors on Mgmt No vote
agreements governed by Article L.225-86 of
the French Commercial Code; approve the said
report and the agreements referred to therein
O.3 Approve the profits for the FY: EUR 122,396,381.27, Mgmt No vote
prior retained earnings: EUR 416,369,802.66,
distributable profits: EUR 538,766,183.93,
to the global dividend: EUR 110,786,499.60,
carry forward account: EUR 427,979,684.33,
the shareholders will receive a net dividend
of EUR 0.84 per share, eligible for the 50%
allowance; this dividend will be paid on 03
MAY 2005; 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
O.4 Approve, in accordance with the provisions of Mgmt No vote
the law, the amount of EUR 13,420,744.00 charged
to the special reserve on long-term capital
gains account will be transferred to the ordinary
reserve account; approve to draw upon this
reserve the amount of the exceptional tax of
2.5%, i.e. EUR 323,018.62 by the credit of
the retained earnings account
O.5 Approve the report of the Executive Committee Mgmt No vote
on the Group Management and the report of the
Statutory Auditors; approve the consolidated
financial statements for the year 2004, in
the form presented to the meeting, showing
consolidated income of EUR 138,700,000.00
O.6 Grant permanent discharge to the Members of Mgmt No vote
the Executive Committee and the Supervisory
Board for the performance of their duties during
the said FY
O.7 Approve to renew the term of office of KPMG Mgmt No vote
Audit, represented by Mr. Frederic Quelin as
a Statutory Auditor for 6 years
O.8 Approve to renew the term of office of Mr. Guillaume Mgmt No vote
Livet as a Deputy Auditor for 6 years
O.9 Authorize the Executive Committee to trade in Mgmt No vote
the Company s shares on the stock market, as
per the following conditions: maximum purchase
price: EUR 50.00, minimum sale price: EUR 10.00,
maximum number of shares to be traded: 10%
of the Company share capital; Authority is
valid for 18 months ; and authorize the Executive
Committee to take all necessary measures and
accomplish all necessary formalities
O.10 Authorize the Executive Committee to reduce Mgmt No vote
the share capital by canceling the shares held
by the company in connection with a Stock Repurchase
Plan, notably the one specified in Resolution
Number 9, provided that the total number of
shares cancelled does not exceed 10% of the
capital; Authority expires at the conclusion
of the general meeting called to rule on the
financial statements for the year 2005 ; and
authorize the Executive Committee to take all
necessary measures and accomplish all necessary
formalities
O.11 Authorize the Executive Committee to proceed Mgmt No vote
with allocations free of charge of Company
s shares, in favor of the employees or the
officers, provided that they shall not represent
more than 0.5% of the Company share capital;
Authority is valid for 36 months ; and authorize
the Executive Committee to take all necessary
measures and accomplish all necessary formalities
E.12 Authorize the Executive Committee to increase Mgmt No vote
the share capital by a maximum nominal amount
of EUR 50,000,000.00, by way of issuing any
equity securities and any securities giving
access to the capital; authority is given for
any capital increase to be carried out: (-)
by cash contributions, (-) by capitalizing
retained earnings, income and premiums, (-)
by contributions in kind; Authority is valid
for 26 months
O.13 Approve to increase the number of securities Mgmt No vote
to be issued in the event of a capital increase
by cash, within the limit of 15% of the initial
issue, within 30 days as of the end of the
subscription
O.14 Approve, in the event of a cash capital increase, Mgmt No vote
that the nominal maximum ceiling of capital
increases specified in Resolution Number 12
and set at EUR 50,000,000.00 can be used by
the Executive Committee in part or up to the
total amount through the cancellation of the
preferential right of subscription; in the
event of the cancellation of the preferential
right of subscription, the Executive Committee
will be able to grant to the shareholders the
possibility of a priority subscription for
all or part of the issue
E.15 Approve to increase the share capital by way Mgmt No vote
of issuing 250,000 new shares of a par value
of EUR 0.40 with waiver of the shareholders
preferential rights of subscription in favor
of the Company s employees and former employees
who are the Members of a Company Savings Plan;
this delegation is given for an amount, which
shall not exceed EUR 100,000.00; and authorize
the Executive Committee to take all necessary
measures and accomplish all necessary formalities
O.16 Grant all powers to the bearer of a copy or Mgmt No vote
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
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MALAYAN BANKING BHD MAYBANK Agenda Number: 700573860
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Security: Y54671105
Meeting Type: EGM
Meeting Date: 11-Aug-2004
Ticker:
ISIN: MYL1155OO000
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve that, conditional upon the passing of Mgmt No vote
Resolutions S.13 and S.14 hereunder, approvals
from the shareholders of Maybank and any other
relevant authorities being obtained including
approval in-principle from Bursa Malaysia Securities
Berhad Bursa Securities) for the listing of
and quotation for the new ordinary shares of
MYR 1.00 each Shares to be issued pursuant
to the exercise of the options under the share
option scheme for eligible employees and eligible
Directors of the Company and its subsidiaries
Maybank Group or Group ) Scheme , the
Directors of the Company be and are hereby
authorised: i) to establish and administer
the Scheme in accordance with the By-Laws referred
to in Appendix I of the Circular to Shareholders
dated 20 JUL 2004 but subject to such amendments
to the Scheme as may be made or required by
the relevant authorities including any revision
to the share allocation to eligible employees
as may be determined by the relevant authorities
and acceptable to the Directors; ii) from time
to time to issue and allot such number of Shares
in the Company to eligible employees and eligible
directors of the Group pursuant to their exercise
of the options under the Scheme, provided that
the aggregate number of Shares issued pursuant
to the Scheme, and at any point after a share
buy-back, does not exceed 15% of the issued
and paid-up ordinary share capital of Maybank
at any point in time during the existence of
the Scheme and that the said Shares will, upon
allotment, rank pari passu in all respects
with the existing Shares except that the new
Shares so issued will not rank for any dividends
or other distribution declared, made or paid
to shareholders prior to the date of allotment
of such new Shares and will be subject to all
the provisions of the Articles of Association
of Maybank relating to transfer, transmission
and otherwise; iii) to make the necessary applications
to Bursa Securities and take whatever necessary
actions at the appropriate time or times for
permission to deal in and for quotation of
the new Shares of the Company which may from
time to time be issued and allotted pursuant
to the Scheme; and iv) to modify and/or amend
the Scheme from time to time provided that
such modifications and/or amendments are effected
in accordance with the provisions of the By-Laws
of the Scheme relating to modifications and/or
amendments and to do all such acts and to enter
into all such transactions, arrangements and
agreements as may be necessary or expedient
in order to give full effect to the Scheme;
and that the Directors be and are hereby further
authorized to give effect to the Scheme with
full power to assent to any modifications and/or
amendments in any manner as may be required
or permitted by the relevant authorities
2. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Tan Sri Mohamed
Basir Bin Ahmad, the Chairman of the Company,
to subscribe for a maximum of 650,000 new Shares
in the Company pursuant to the Scheme, subject
always to such terms and conditions and/or
any adjustments which may be made in accordance
with the By-Laws governing and constituting
the Scheme and the Board of Directors ( Board
) be and is hereby authorised to allot and
issue from time to time such number of new
Shares in the Company to Mr. Tan Sri Mohamed
Basir bin Ahmad pursuant to his exercise of
Options under the Scheme
3. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1 above, options to Mr. Dato Richard
Ho Ung Hun, the Vice-Chairman of the Company,
to subscribe for a maximum of 705,000 new Shares
in the Company pursuant to the Scheme, subject
always to such terms and conditions and/or
any adjustments which may be made in accordance
with the By-Laws governing and constituting
the Scheme and the Board be and is hereby authorised
to allot and issue from time to time such number
of new Shares in the Company to Mr. Dato Richard
Ho Ung Hun pursuant to his exercise of Options
under the Scheme
4. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Datuk Amirsham
A. Aziz, the President and Chief Executive
Officer of the Company, to subscribe for a
maximum of 1,730,000 new Shares in the Company
pursuant to the Scheme, subject always to such
terms and conditions and/or any adjustments
which may be made in accordance with the By-Laws
governing and constituting the Scheme and the
Board be and is hereby authorised to allot
and issue from time to time such number of
new Shares in the Company to Mr. Datuk Amirsham
A Aziz pursuant to his exercise of Options
under the Scheme
5. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Raja Tan Sri Muhammad
Alias bin Raja Muhd. Ali, the Non-Executive
Director of the Company, to subscribe for a
maximum of 675,000 new Shares in the Company
pursuant to the Scheme, subject always to such
terms and conditions and/or any adjustments
which may be made in accordance with the By-Laws
governing and constituting the Scheme and the
Board be and is hereby authorised to allot
and issue from time to time such number of
new Shares in the Company to Mr. Raja Tan Sri
Muhammad Alias bin Raja Muhd. Ali pursuant
to his exercise of Options under the Scheme
6. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Mohammad Bin Abdullah,
the Non-Executive Director of the Company,
to subscribe for a maximum of 555,000 new Shares
in the Company pursuant to the Scheme, subject
always to such terms and conditions and/or
any adjustments which may be made in accordance
with the By-Laws governing and constituting
the Scheme and the Board be and is hereby authorised
to allot and issue from time to time such number
of new Shares in the Company to Mr. Mohammad
bin Abdullah pursuant to his exercise of Options
under the Scheme
7. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Tuan Haji Mohd.
Hashir bin Haji Abdullah, the Non-Executive
Director of the Company, to subscribe for a
maximum of 515,000 new Shares in the Company
pursuant to the Scheme, subject always to such
terms and conditions and/or any adjustments
which may be made in accordance with the By-Laws
governing and constituting the Scheme and the
Board be and is hereby authorised to allot
and issue from time to time such number of
new Shares in the Company to Mr. Tuan Haji
Mohd. Hashir bin Haji Abdullah pursuant to
his exercise of Options under the Scheme
8. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Teh Soon Poh,
the Non-Executive Director of the Company,
to subscribe for a maximum of 495,000 new Shares
in the Company pursuant to the Scheme, subject
always to such terms and conditions and/or
any adjustments which may be made in accordance
with the By-Laws governing and constituting
the Scheme and the Board be and is hereby authorised
to allot and issue from time to time such number
of new Shares in the Company to Mr. Teh Soon
Poh pursuant to his exercise of Options under
the Scheme
9. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Datuk Haji Abdul
Rahman bin Mohd. Ramli, the Non-Executive Director
of the Company, to subscribe for a maximum
of 455,000 new Shares in the Company pursuant
to the Scheme, subject always to such terms
and conditions and/or any adjustments which
may be made in accordance with the By-Laws
governing and constituting the Scheme and the
Board be and is hereby authorised to allot
and issue from time to time such number of
new Shares in the Company to Mr. Datuk Haji
Abdul Rahman bin Mohd. Ramli pursuant to his
exercise of Options under the Scheme
10. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Dato Mohammed
Hussein, the Deputy President of the Company,
to subscribe for a maximum of 1,170,000 new
Shares in the Company pursuant to the Scheme,
subject always to such terms and conditions
and/or any adjustments which may be made in
accordance with the By-Laws governing and constituting
the Scheme and the Board be and is hereby authorised
to allot and issue from time to time such number
of new Shares in the Company to Mr. Dato Mohammed
Hussein pursuant to his exercise of Options
under the Scheme
11. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Hooi Lai Hoong,
the Deputy President of the Company, to subscribe
for a maximum of 1,170,000 new Shares in the
Company pursuant to the Scheme, subject always
to such terms and conditions and/or any adjustments
which may be made in accordance with the By-Laws
governing and constituting the Scheme and the
Board be and is hereby authorised to allot
and issue from time to time such number of
new Shares in the Company to Mr. Hooi Lai Hoong
pursuant to her exercise of Options under the
Scheme
12. Grant, conditional upon the passing of Ordinary Mgmt No vote
Resolution 1, options to Mr. Tunku Alizakri
bin Raja Muhammad Alias, a person connected
with Mr. Raja Tan Sri Muhammad Alias bin Raja
Muhd. Ali, a Non-Executive Director of the
Company, to subscribe for a maximum of 155,000
new Shares in the Company pursuant to the Scheme,
subject always to such terms and conditions
and/or any adjustments which may be made in
accordance with the By-Laws governing and constituting
the Scheme and the Board be and is hereby authorised
to allot and issue from time to time such number
of new Shares in the Company to Mr. Tunku Alizakri
bin Raja Muhammad Alias pursuant to his exercise
of Options under the Scheme
S.13 Approve to increase the authorized share capital Mgmt No vote
of the Company be increased from Ringgit Malaysia
Four Billion (MYR 4,000,000,000) comprising
Four Billion (4,000,000,000) ordinary shares
of Ringgit Malaysia One (MYR 1.00) each to
Ringgit Malaysia Ten Billion (MYR 10,000,000,000)
comprising Ten Billion (10,000,000,000) ordinary
shares of Ringgit Malaysia One (MYR 1.00) each
by the creation of an additional Six Billion
(6,000,000,000) new ordinary shares of Ringgit
Malaysia One (MYR1.00) each
S.14 Amend the Clause 5 of the Memorandum of Association, Mgmt No vote
Articles 3(1) and 6(3) of the Articles of Association
of Maybank
S.15 Amend Articles 118 and 119 of the Articles of Mgmt No vote
Association of Maybank
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MALAYAN BANKING BHD MAYBANK Agenda Number: 700592163
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Security: Y54671105
Meeting Type: AGM
Meeting Date: 11-Oct-2004
Ticker:
ISIN: MYL1155OO000
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the reports of the Directors, the Auditors Mgmt For *
and the audited financial statements for the
FYE 30 JUN 2004
2. Declare a final dividend of 25 sen per share Mgmt For *
less 28% income tax for the FYE 30 JUN 2004
as recommended by the Board
3. Re-elect Mr. Tuan Haji Mohd Hashir bin Hj Abdullah Mgmt For *
as a Director, who retires by rotation in accordance
with Articles 96 and 97 of the Articles of
Association of the Company
4. Re-elect Mr. Teh Soon Poh as a Director, who Mgmt For *
retires by rotation in accordance with Articles
96 and 97 of the Articles of Association of
the Company
5. Re-elect Mr. Dato Mohammed Hussein as a Director, Mgmt For *
who retires by rotation in accordance with
Articles 96 and 97 of the Articles of Association
of the Company
6. Re-elect Mr. Datuk Megat Zaharuddin bin Megat Mgmt For *
Mohd Nor as a Director, who retires in accordance
with Article 100 of the Articles of Association
of the Company
7. Re-elect Mr. Md Agil bin Mohd Natt as a Director, Mgmt For *
who retires in accordance with Article 100
of the Articles of Association of the Company
8. Re-appoint Mr. Dato Richard Ho Ung Hun as a Mgmt For *
Director until the next AGM, who retires in
accordance with Section 129 of the Companies
Act, 1965
9. Re-appoint Mr. Raja Tan Sri Muhammad Alias bin Mgmt For *
Raj a Muhd. Ali as a Director until the next
AGM, who retires in accordance with Section
129 of the Companies Act, 1965
10. Approve the Directors fees of MYR 656,830.62 Mgmt For *
in respect of the FYE 30 JUN 2004
11. Re-appoint Messrs. Ernst & Young as the Auditors Mgmt For *
of Maybank until the conclusion of the next
AGM and authorize the Board to fix their remuneration
12. Authorize the Directors, pursuant to Section Mgmt Against *
132D of the Companies Act, 1965 to issue shares
in the Company, until the conclusion of the
next AGM 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 the aggregate number of shares
to be issued does not exceed 10% of the issued
share capital of the Company
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MAXIM INTEGRATED PRODUCTS, INC. Agenda Number: 932216434
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Security: 57772K101
Meeting Type: Special
Meeting Date: 17-Sep-2004
Ticker: MXIM
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 RATIFICATION AND APPROVAL OF THE AMENDMENT AND Mgmt For For
RESTATEMENT OF THE COMPANY S 1996 STOCK INCENTIVE
PLAN TO (A) INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE THEREUNDER BY 13,000,000 SHARES
FROM 104,600,000 SHARES TO 117,600,000 SHARES
AND (B) REQUIRE THAT ALL STOCK OPTIONS BE GRANTED
WITH AN EXERCISE PRICE NO LESS THAN 100% OF
THE FAIR MARKET VALUE OF THE COMMON STOCK.
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MAXIM INTEGRATED PRODUCTS, INC. Agenda Number: 932231854
- --------------------------------------------------------------------------------------------------------------------------
Security: 57772K101
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: MXIM
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES R. BERGMAN Mgmt For For
JOHN F. GIFFORD Mgmt For For
B. KIPLING HAGOPIAN Mgmt For For
M.D. SAMPELS Mgmt For For
A.R. FRANK WAZZAN Mgmt For For
02 TO RATIFY AND APPROVE THE AMENDMENT AND RESTATEMENT Mgmt For For
OF THE COMPANY S 1987 EMPLOYEE STOCK PARTICIPATION
PLAN, INCLUDING THE INCREASE IN THE NUMBER
OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER
BY 1,500,000 SHARES FROM 15,051,567 SHARES
TO 16,551,567 SHARES.
03 TO RATIFY THE RETENTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 25, 2005.
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MAXIS COMMUNICATIONS BHD Agenda Number: 700737010
- --------------------------------------------------------------------------------------------------------------------------
Security: Y5903J108
Meeting Type: AGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: MYL5051OO007
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the Directors report and the financial Non-Voting No vote
statements for the FYE 31 DEC 2004 and the
Auditors report thereon
1. Declare the following final dividends for the Mgmt For *
FYE 31 DEC 2004: i) 10.00 sen per ordinary
share, tax exempt; and ii) 8.33 sen per ordinary
share less Malaysian Income Tax at 28%
2. Re-elect Mr. Y. Bhg. Dato Jamaludin bin Ibrahim Mgmt For *
as a Director who retires by rotation pursuant
to Article 114 of the Company s Articles of
Association
3. Re-elect Mr. Encik Augustus Ralph Marshall as Mgmt For *
a Director who retires by rotation pursuant
to Article 114 of the Company s Articles of
Association
4. Re-elect Encik Chan Chee Beng as a Director Mgmt For *
who retires pursuant to Article 121 of the
Company s Articles of Association
5. Re-appoint Messrs. PricewaterhouseCoopers as Mgmt For *
the Auditors of the Company and authorise the
Directors to fix their remuneration
6. Authorize the Directors, pursuant to Section Mgmt For *
132D of the Companies Act, 1965, to issue shares
in the Company at any time and upon such terms
and conditions and for such purposes as the
Directors may, in their absolute discretion,
deem fit provided that the aggregate number
of shares 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, if required,
being obtained for such allotment and issue;
Authority expires at the conclusion of the
next AGM
- --------------------------------------------------------------------------------------------------------------------------
MAXIS COMMUNICATIONS BHD Agenda Number: 700740017
- --------------------------------------------------------------------------------------------------------------------------
Security: Y5903J108
Meeting Type: EGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: MYL5051OO007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Company and its subsidiaries, Mgmt For *
pursuant to Paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad,
to enter into recurrent related party transactions
of a revenue or trading nature with: i) MEASAT
Broadcast Network Systems Sdn Bhd; ii) Multimedia
Interactive Technologies Sdn Bhd; and iii)
Airtime Management and Programming Sdn Bhd
as specified, provided that such transactions
are necessary for the day-to-day operations
of the Company and its subsidiaries and are
carried out in the ordinary course of business
on normal commercial terms and on terms which
are not more favorable to the parties with
which such recurrent transactions are to be
entered into than those generally available
to the public and are not detrimental to the
minority shareholders of the Company; Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiration of
the period within which the next AGM required
to be held pursuant to Section 143(1) of the
Companies Act, 1965 but shall not extend to
such extension as allowed pursuant to Section
143(2) of the Companies Act, 1965 ; and authorize
the Director of the Company to complete and
do all such acts and things including executing
all such documents as required as they may
consider expedient or necessary to give effect
to this resolution
2. Authorize the Company and its subsidiaries, Mgmt For *
pursuant to Paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad,
to enter into recurrent related party transactions
of a revenue or trading nature with: i) SRG
Asia Pacific Sdn Bhd; and ii) UT Hospitality
Services Sdn Bhd formerly known as Kiara
Samudra Sdn Bhd ; and iii) Bonus Kad Loyalty
Sdn Bhd as specified, provided that such transactions
are necessary for the day-to-day operations
of the Company and its subsidiaries and are
carried out in the ordinary course of business
on normal commercial terms and on terms which
are not more favorable to the parties with
which such recurrent transactions are to be
entered into than those generally available
to the public and are not detrimental to the
minority shareholders of the Company; Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiration of
the period within which the next AGM is 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 Director of the Company to
complete and do all such acts and things including
executing all such documents as required as
they consider expedient or necessary to give
effect to this resolution
3. Authorize the Company and its subsidiaries, Mgmt For *
pursuant to Paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad,
to enter into recurrent related party transactions
of a revenue or trading nature with MEASAT
Satellite Systems Sdn Bhd formerly known as
Binariang Satellite Systems Sdn Bhd as specified,
provided that such transactions are necessary
for the day-to-day operations of the Company
and its subsidiaries and are carried out in
the ordinary course of business on normal commercial
terms and on terms which are not more favorable
to MEASAT Satellite Systems Sdn BHD formerly
known as Binariang Satellite Systems Sdn Bhd
than those generally available to the public
and are not detrimental to the minority shareholders
of the Company; Authority expires the earlier
of the conclusion of the next AGM of the Company
or the expiration of the period within which
the next AGM is 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
Director of the Company to complete and do
all such acts and things including executing
all such documents as required as they consider
expedient or necessary to give effect to this
resolution
4. Authorize the Company and its subsidiaries, Mgmt For *
pursuant to Paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad,
to enter into recurrent related party transactions
of a revenue or trading nature with: i) TGV
Cinemas Sdn Bhd formerly known as Tanjong
Golden Village Sdn Bhd ; ii) Pan Malaysian
Pools Sdn Bhd; and iii) Tanjong City Centre
Property Management Sdn Bhd as specified, provided
that such transactions are necessary for the
day-to-day operations of the Company and its
subsidiaries and are carried out in the ordinary
course of business on normal commercial terms
and on terms which are not more favorable to
the parties with which such recurrent transactions
are to be entered into than those generally
available to the public and are not detrimental
to the minority shareholders of the Company;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiration
of the period within which the next AGM required
to be held pursuant to Section 143(1) of the
Companies Act, 1965 but shall not extend to
such extension as allowed pursuant to Section
143(2) of the Companies Act, 1965 ; and authorize
the Director of the Company to complete and
do all such acts and things including executing
all such documents as required as they may
consider expedient or necessary to give effect
to this resolution
5. Authorize the Company and its subsidiaries, Mgmt For *
pursuant to Paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad,
to enter into recurrent related party transactions
of a revenue or trading nature with: i) Oakwood
Sdn Bhd; ii) AmProperty Trust Management Bhd;
and iii) AmProperty Holdings Sdn Bhd; iv) AmFinance
Berhad; v) Resorts World Berhad Genting Hignlands
Berhad, Genting Golf Course Berhad, Resorts
Facilities Services Sdn Bhd; vi) Asiatic Land
Developemnt Sdn Bhd; vii) Genting Sanyen Industrial
Paper Sdn Bhd; and viii) Asiatic Development
Berhad as specified, provided that such transactions
are necessary for the day-to-day operations
of the Company and its subsidiaries and are
carried out in the ordinary course of business
on normal commercial terms and on terms which
are not more favorable to the parties with
which such recurrent transactions are to be
entered into than those generally available
to the public and are not detrimental to the
minority shareholders of the Company; Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiration of
the period within which the next AGM required
to be held pursuant to Section 143(1) of the
Companies Act, 1965 but shall not extend to
such extension as allowed pursuant to Section
143(2) of the Companies Act, 1965 ; and authorize
the Director of the Company to complete and
do all such acts and things including executing
all such documents as required as they may
consider expedient or necessary to give effect
to this resolution
6. Authorize the Company and its subsidiaries, Mgmt For *
pursuant to Paragraph 10.09 of the Listing
Requirements of Bursa Malaysia Securities Berhad,
to enter into recurrent related party transactions
of a revenue or trading nature with HeiTech
Padu Berhad as specified, provided that such
transactions are necessary for the day-to-day
operations of the Company and its subsidiaries
and are carried out in the ordinary course
of business on normal commercial terms and
on terms which are not more favorable to the
parties with which such recurrent transactions
are to be entered into than those generally
available to the public and are not detrimental
to the minority shareholders of the Company;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiration
of the period within which the next AGM required
to be held pursuant to Section 143(1) of the
Companies Act, 1965 but shall not extend to
such extension as allowed pursuant to Section
143(2) of the Companies Act, 1965 ; and authorize
the Director of the Company to complete and
do all such acts and things including executing
all such documents as required as they may
consider expedient or necessary to give effect
to this resolution
7. Authorize the Board of Directors, at any time, Mgmt For *
and from time to time during the period commencing
from the date on which this resolution is passed
the approval date , to offer and grant to
Mr. Dato Jamaludin bin Ibrahim, the Chief
Executive officer and an Executive Directors
of the Company, in accordance with and subject
to the Provisions of the Bye-Laws governing
the Company s Employee Share option Scheme
ESOS and the terms of the Contract of service
between the Company and Mr. Dato Jamaludin
bin Ibrahim, option or options to subscribe
for up to a maximum of 1,000,000 ordinary shares
of MYR 0.10 each in the Company available under
the ESOS; Authority expires the earlier of
the conclusion of the AGM of the Company commencing
next after the approval date or the expiration
of the period within which the next AGM of
the Company is required by law to be held
- --------------------------------------------------------------------------------------------------------------------------
MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 932203007
- --------------------------------------------------------------------------------------------------------------------------
Security: 595017104
Meeting Type: Annual
Meeting Date: 20-Aug-2004
Ticker: MCHP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVE SANGHI Mgmt For For
ALBERT J. HUGO-MARTINEZ Mgmt For For
L.B. DAY Mgmt For For
MATTHEW W. CHAPMAN Mgmt For For
WADE F. MEYERCORD Mgmt For For
02 PROPOSAL TO AMEND OUR 1994 INTERNATIONAL EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO INCREASE BY 100,000
SHARES THE NUMBER OF SHARES RESERVED FOR ISSUANCE
UNDER SUCH PLAN.
03 PROPOSAL TO APPROVE OUR 2004 EQUITY INCENTIVE Mgmt For For
PLAN, INCLUDING APPROVAL OF ITS MATERIAL TERMS
AND PERFORMANCE GOALS FOR PURPOSES OF INTERNAL
REVENUE CODE SECTION 162(M).
- --------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 932226067
- --------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 09-Nov-2004
Ticker: MSFT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM H. GATES III Mgmt For For
STEVEN A. BALLMER Mgmt For For
JAMES I. CASH JR. Mgmt For For
RAYMOND V. GILMARTIN Mgmt For For
A. MCLAUGHLIN KOROLOGOS Mgmt For For
DAVID F. MARQUARDT Mgmt For For
CHARLES H. NOSKI Mgmt For For
HELMUT PANKE Mgmt For For
JON A. SHIRLEY Mgmt For For
02 ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK Mgmt For For
PLAN AND THE 1991 STOCK OPTION PLAN
03 ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK Mgmt For For
PLAN FOR NON-EMPLOYEE DIRECTORS, THE STOCK
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AND
THE STOCK OPTION PLAN FOR CONSULTANTS AND ADVISORS
04 APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
CRITERIA FOR AWARDS UNDER THE 2001 STOCK PLAN
05 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR
- --------------------------------------------------------------------------------------------------------------------------
MITSUI TRUST HOLDINGS INC, TOKYO Agenda Number: 700758999
- --------------------------------------------------------------------------------------------------------------------------
Security: J6150N104
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3892100003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the appropriation of retained earnings Mgmt For *
2.1 Elect Mr. K. Furusawa as a Director Mgmt For *
2.2 Elect Mr. K. Tanabe as a Director Mgmt For *
2.3 Elect Mr. M. Kawai as a Director Mgmt For *
2.4 Elect Mr. J. Okuno as a Director Mgmt For *
2.5 Elect Mr. I. Masuda as a Director Mgmt For *
3.1 Elect Y. Tanaka as a Auditor Mgmt For *
3.2 Elect H. Sasaki as a Auditor Mgmt For *
3.3 Elect S. Higuchi as a Auditor Mgmt For *
3.4 Elect S. Kouda as a Auditor Mgmt For *
3.5 Elect Y. Yonezawa as a Auditor Mgmt For *
4. Approve the retirement allowances to the retiring Mgmt Abstain *
Auditors
- --------------------------------------------------------------------------------------------------------------------------
MIZUHO FINANCIAL GROUP INC Agenda Number: 700748140
- --------------------------------------------------------------------------------------------------------------------------
Security: J4599L102
Meeting Type: AGM
Meeting Date: 28-Jun-2005
Ticker:
ISIN: JP3885780001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend JPY 3,500
2. Approve Purchase of Own Shares Mgmt For *
3. Amend the Articles of Incorporation Mgmt For *
4.1 Elect a Director Mgmt For *
4.2 Elect a Director Mgmt For *
4.3 Elect a Director Mgmt For *
4.4 Elect a Director Mgmt For *
4.5 Elect a Director Mgmt For *
4.6 Elect a Director Mgmt For *
4.7 Elect a Director Mgmt For *
5.1 Appoint a Corporate Auditor Mgmt For *
5.2 Appoint a Corporate Auditor Mgmt For *
6. Approve Provision of Retirement Allowance for Mgmt Abstain *
Directors and Corporate Auditors
7. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For *
PROPOSAL: Amend Articles to Require the Company
to Disclose Annually Director and Auditor Compensation
on an Individual Basis in the Proxy Circular,
as well as Disclose Retirement Bonuses for
Directors and Auditors on an Individual Basis
8. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For *
PROPOSAL: Increase the Dividend on Ordinary
Shares to JPY 7,000 per Share
- --------------------------------------------------------------------------------------------------------------------------
MOBILEONE LTD Agenda Number: 700597137
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8838Q106
Meeting Type: EGM
Meeting Date: 25-Oct-2004
Ticker:
ISIN: SG1M82907395
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve: 1) the issued and paid-up share capital Mgmt For *
of the Company be reduced by the cancellation
of up to a maximum 73.7 million ordinary shares
of SGD 0.20 each Shares in the issued and
paid-up share capital of the Company, and such
reduction is to be effected by cancelling,
subject to the rounding-up as specified, such
number of shares equal to 7.0% Reduction Proportion
held by or on behalf of each shareholder of
the Company Shareholder as to be determined
by the Company Books Closure Date and upon
such cancellation taking effect, up to a maximum
sum of SGD 14.7 million arising from such cancellation
of the issued and paid-up share capital of
the Company shall be returned to the shareholders
on the basis of SGD 0.20 for each share held
by or on behalf of such shareholder so cancelled,
and the shareholders who hold or own less than
or equal to 14 shares as at the books closure
date will not be subject to such cancellation,
and their shares will not be so cancelled;
and the number of shares to be cancelled from
each shareholder: 1)(a) pursuant to the reduction
proportion be reduced by rounding-up where
applicable to the nearest multiple of 10 shares
Rounding-Up the resultant number of shares
that would have been held by or on behalf
of each shareholder and the cancellation of
shares pursuant to the reduction proportion
and in the event that the resultant number
of shares resulting from the rounding-up: is
greater than the number of shares held by or
on behalf of such shareholder as at the books
closure date, no rounding-up will be applied
and the number of shares to be cancelled from
such shareholder shall be the number of shares
cancelled based solely on the reduction proportion,
disregarding any fractional interests in a
share; or is equal to the number of shares
held by or behalf of such shareholder as at
the books closure date, no shares shall be
cancelled from such shareholder; and 2) subject
to the paragraph 1the sum standing to the credit
of the share premium account of the Company
be reduced by up to a maximum sum of SGD 1.8
million, and such reduction be effected by
returning to each shareholder SGD 0.025 in
cash for each share cancelled pursuant to the
paragraph 1; and 3) subject to the 1 and 2,
up to a maximum sum of SGD 99.2 million forming
part of the retained profits of the Company
be capitalized and applied in paying up in
full at par for the issue and allotment of
up to a maximum of 495.8 million new ordinary
shares of SGD 0.20 each Additional Shares
in the issued and paid-up share capital of
the Company, such additional shares to be allotted
and issued credited as fully paid-up to the
shareholders in the proportion of 6.725 additional
shares for every one share held by a shareholder
which is cancelled pursuant to the paragraph
1 fractional interests to be disregarded ,
and upon the allotment and issue of the additional
shares shall be cancelled in their entirety
and up to a maximum sum of SGD 99.2 million
arising from such cancellation shall be returned
to the shareholders on the basis of SGD 0.20
for each additional share cancelled; and the
aggregate number of additional shares representing
fractional interests arising from the capitalization
of the retained profits pursuant to the sub-paragraph
(3)(a) be disposed of or dealt by the Directors;
and authorize the Directors to dispose of or
deal with them in such manner and for such
purpose as they may deem fit in the interests
of the Company, and to give instructions for
the disposal of or dealing with such ordinary
shares and to authorize any person to execute
any instrument of transfer in relation to such
ordinary shares; and 4) authorize the Directors
to do all acts and things and to execute all
such documents as they or he may consider necessary
or expedient to give effect to the (1), (2)
and (3), all other matters as specified
- --------------------------------------------------------------------------------------------------------------------------
MOBILEONE LTD Agenda Number: 700662693
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8838Q122
Meeting Type: AGM
Meeting Date: 31-Mar-2005
Ticker:
ISIN: SG1Q46922213
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors report and Mgmt For *
audited Accounts for the YE 31 DEC 2004
2. Declare a final dividend of 5.8 cents per share Mgmt For *
tax exempt under the One-Tier system for the
YE 31 DEC 2004
3. Re-appoint, pursuant to Section 153(6) of the Mgmt For *
Companies Act Chapter 50 , Mr. Hsuan Owyang
as a Director of the Company to hold such office
until the next AGM of the Company
4. Re-elect, pursuant to Article 92, Mr. Neil Montefiore Mgmt For *
as a Director, who retires in accordance with
Article 91 of the Company s Articles of Association
5. Re-elect, pursuant to Article 92, Mr. Arthur Mgmt For *
Seet as a Director, who retires in accordance
with Article 91 of the Company s Articles of
Association
6. Re-elect, pursuant to Article 92 , Mr. Teo Soon Mgmt For *
Hoe as a Director, who retires in accordance
with Article 91 of the Company s Articles of
Association
7. Re-elect Mr. Michael John Grant who, being appointed Mgmt For *
by the Board of Directors after the last AGM,
who retires in accordance with Article 97 of
the Company s Articles of Association
8. Approve Directors fees of SGD 339,178 for the Mgmt For *
YE 31 DEC 2004 (FY 2003: SGD 355,000)
9. Re-appoint the Auditors and authorise the Directors Mgmt For *
to fix their remuneration.
10. Approve, to offer and grant options in accordance Mgmt For *
with the provisions of the MobileOne Share
Option Scheme the Scheme and to allot and
issue such shares as may be issued pursuant
to the exercise of options under the Scheme,
provided always that the aggregate number of
shares to be issued pursuant to the Scheme
shall not exceed 10 % of the issued ordinary
share capital of the Company from time to time
11. Authorize the Directors, notwithstanding the Mgmt Against *
provisions of the Articles of Association of
the Company, and the listing rules of the Singapore
Exchange Securities Trading Limited, to (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, up to 50% of the issued share
capital of the Company, of which the aggregate
number of shares to be issued other than on
a pro-rata basis to shareholders of the Company
does not exceed 20% of the issued share capital
of the Company; Authority expires the earlier
of the conclusion of the next AGM of the Company
as required by law
12. Authorize the Directors, pursuant to Sections Mgmt For *
76C and 76E of the Companies Act, Chapter 50,
to purchase or acquire issued and fully paid
ordinary shares of SGD 0.20 each in the capital
of the Company, through market purchases on
the SGX-ST, and/or off-market purchases in
accordance with any equal access schemes, not
exceeding in aggregate 10% of the issued ordinary
share capital of the Company, at a price of
up to 105% of the average closing market prices
of the shares on the SGX-ST on the previous
5 trading days in the case of on-market purchases
and 110% of the average closing prices of the
shares on the SGX-ST on each of the 5 consecutive
trading days in the case of both off-market
and on-market purchases, and authorize the
Directors and/or any of them to do all such
acts and things deemed necessary to give effect
to the transactions contemplated and/or authorized
by this resolution; Authority expires the
earlier of the next AGM of the Company or the
date of the next AGM of the Company as required
by the law
Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
MONSTER WORLDWIDE, INC. Agenda Number: 932348318
- --------------------------------------------------------------------------------------------------------------------------
Security: 611742107
Meeting Type: Annual
Meeting Date: 16-Jun-2005
Ticker: MNST
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANDREW J. MCKELVEY Mgmt For For
GEORGE R. EISELE Mgmt For For
JOHN GAULDING Mgmt For For
MICHAEL KAUFMAN Mgmt For For
RONALD J. KRAMER Mgmt For For
DAVID A. STEIN Mgmt For For
JOHN SWANN Mgmt For For
02 APPROVAL OF AN AMENDMENT TO THE MONSTER WORLDWIDE, Mgmt For For
INC. 1999 LONG TERM INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
MSC INDUSTRIAL DIRECT CO., INC. Agenda Number: 932246564
- --------------------------------------------------------------------------------------------------------------------------
Security: 553530106
Meeting Type: Annual
Meeting Date: 04-Jan-2005
Ticker: MSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MITCHELL JACOBSON Mgmt For For
DAVID SANDLER Mgmt For For
CHARLES BOEHLKE Mgmt For For
ROGER FRADIN Mgmt For For
DENIS KELLY Mgmt For For
RAYMOND LANGTON Mgmt For For
PHILIP PELLER Mgmt For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE Mgmt For For
AN AMENDMENT TO THE COMPANY S 1995 RESTRICTED
STOCK PLAN.
03 TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE Mgmt For For
AN AMENDMENT TO THE COMPANY S ASSOCIATE STOCK
PURCHASE PLAN.
04 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY Mgmt For For
THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR 2005.
05 TO CONSIDER AND ACT UPON SUCH OTHER MATTERS Mgmt For For
AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
NAVTEQ CORPORATION Agenda Number: 932298979
- --------------------------------------------------------------------------------------------------------------------------
Security: 63936L100
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: NVT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD J.A. DE LANGE Mgmt For For
CHRISTOPHER GALVIN Mgmt For For
JUDSON C. GREEN Mgmt For For
W.C.M. GROENHUYSEN Mgmt For For
WILLIAM KIMSEY Mgmt For For
SCOTT D. MILLER Mgmt For For
DIRK-JAN VAN OMMEREN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
NHN CORPORATION Agenda Number: 700651741
- --------------------------------------------------------------------------------------------------------------------------
Security: Y6347M103
Meeting Type: AGM
Meeting Date: 28-Mar-2005
Ticker:
ISIN: KR7035420009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the 6th balance sheet 01 JAN 2004-31 Mgmt For *
DEC 2004 financial statement and the disposition
of the retained earning
2. Elect the Directors Mgmt For *
3. Appoint the External Director who will become Mgmt Abstain *
the Member of Audit Committee
4. Approve the payment limit for the Directors Mgmt Abstain *
5. Approve to set up the stock option Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
NIDEC CORP Agenda Number: 700729190
- --------------------------------------------------------------------------------------------------------------------------
Security: J52968104
Meeting Type: AGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: JP3734800000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Final Dividend Mgmt For *
JY 25
2. Amend the Articles of Incorporation Mgmt For *
3.1 Elect a Director Mgmt For *
3.2 Elect a Director Mgmt For *
3.3 Elect a Director Mgmt For *
3.4 Elect a Director Mgmt For *
3.5 Elect a Director Mgmt For *
3.6 Elect a Director Mgmt For *
3.7 Elect a Director Mgmt For *
3.8 Elect a Director Mgmt For *
3.9 Elect a Director Mgmt For *
3.10 Elect a Director Mgmt For *
3.11 Elect a Director Mgmt For *
3.12 Elect a Director Mgmt For *
3.13 Elect a Director Mgmt For *
4. Approve Provision of Retirement Allowance for Mgmt Abstain *
Directors
5. Amend the Compensation to be received by Corporate Mgmt For *
Officers
- --------------------------------------------------------------------------------------------------------------------------
NITTO DENKO CORP Agenda Number: 700736359
- --------------------------------------------------------------------------------------------------------------------------
Security: J58472119
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: JP3684000007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend JPY 25
2.1 Elect a Director Mgmt For *
2.2 Elect a Director Mgmt For *
2.3 Elect a Director Mgmt For *
2.4 Elect a Director Mgmt For *
2.5 Elect a Director Mgmt For *
3. Appoint a Corporate Auditor Mgmt For *
4. Approve the issuance of Stock Purchase/Subscription Mgmt For *
Warrant as Stock Options; Please refer to the
page 7 of the proxy statement for the details
of the proposal
5. Approve the issuance of Stock Purchase/Subscription Mgmt For *
Warrant as Stock Options of equity based compensation;
Please refer to the page 10 of the proxy statement
for the details of the proposal
- --------------------------------------------------------------------------------------------------------------------------
NOBLE CORPORATION Agenda Number: 932281304
- --------------------------------------------------------------------------------------------------------------------------
Security: G65422100
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: NE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LAWRENCE J. CHAZEN Mgmt For For
MARY P. RICCIARDELLO Mgmt For For
WILLIAM A. SEARS* Mgmt For For
02 APPROVAL OF ADOPTION OF SPECIAL RESOLUTION OF Mgmt For For
MEMBERS TO AMEND ARTICLES OF ASSOCIATION TO
INCREASE DIRECTOR RETIREMENT AGE.
03 APPROVAL OF THE PROPOSAL REGARDING THE AMENDED Mgmt Against Against
AND RESTATED NOBLE CORPORATION 1992 NONQUALIFIED
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
04 APPROVAL OF THE PROPOSAL TO AMEND THE NOBLE Mgmt For For
CORPORATION EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS.
05 APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
NOVELLUS SYSTEMS, INC. Agenda Number: 932274208
- --------------------------------------------------------------------------------------------------------------------------
Security: 670008101
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: NVLS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD S. HILL Mgmt For For
NEIL R. BONKE Mgmt For For
YOUSSEF A. EL-MANSY Mgmt For For
J. DAVID LITSTER Mgmt For For
YOSHIO NISHI Mgmt For For
GLEN G. POSSLEY Mgmt For For
ANN D. RHOADS Mgmt For For
WILLIAM R. SPIVEY Mgmt For For
DELBERT A. WHITAKER Mgmt For For
02 PROPOSAL TO RATIFY AND APPROVE AN AMENDMENT Mgmt Against Against
TO THE COMPANY S 2001 STOCK INCENTIVE PLAN
TO INCREASE THE NUMBER OF SHARES RESERVED FOR
ISSUANCE THEREUNDER FROM 6,360,000 SHARES TO
10,860,000 SHARES.
03 PROPOSAL TO RATIFY AND APPROVE AN AMENDMENT Mgmt For For
TO THE COMPANY S AMENDED AND RESTATED 1992
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER
FROM 4,900,000 SHARES TO 5,900,000 SHARES.
04 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Mgmt For For
OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS
FOR THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 932223011
- --------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 29-Oct-2004
Ticker: ORCL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JEFFREY O. HENLEY Mgmt For For
LAWRENCE J. ELLISON Mgmt For For
DONALD L. LUCAS Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
JACK F. KEMP Mgmt For For
JEFFREY S. BERG Mgmt For For
SAFRA CATZ Mgmt For For
HECTOR GARCIA-MOLINA Mgmt For For
JOSEPH A. GRUNDFEST Mgmt For For
H. RAYMOND BINGHAM Mgmt For For
CHARLES E. PHILLIPS, JR Mgmt For For
02 PROPOSAL FOR THE APPROVAL OF THE ADOPTION OF Mgmt For For
THE FISCAL YEAR 2005 EXECUTIVE BONUS PLAN
03 PROPOSAL TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING MAY 31, 2005
04 PROPOSAL FOR THE APPROVAL OF THE AMENDED AND Mgmt For For
RESTATED 2000 LONG-TERM EQUITY INCENTIVE PLAN
05 STOCKHOLDER PROPOSAL FOR THE ADOPTION OF THE Shr Against For
CHINA BUSINESS PRINCIPLES FOR RIGHTS OF WORKERS
IN CHINA
- --------------------------------------------------------------------------------------------------------------------------
OUTBACK STEAKHOUSE, INC. Agenda Number: 932283447
- --------------------------------------------------------------------------------------------------------------------------
Security: 689899102
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: OSI
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT D. BASHAM Mgmt For For
W.R. CAREY, JR. Mgmt For For
GEN. (RET) TOMMY FRANKS Mgmt For For
TOBY S. WILT Mgmt For For
02 APPROVE THE AMENDMENT AND RESTATEMENT OF THE Mgmt Against Against
COMPANY S MANAGING PARTNER STOCK PLAN (THE
PLAN ) ALLOWING FOR THE GRANT OF SHARES OF
RESTRICTED COMMON STOCK UNDER THE PLAN, BUT
NOT INCREASING THE NUMBER OF SHARES UNDER THE
PLAN.
03 IN THEIR DISCRETION TO ACT ON ANY OTHER BUSINESS Mgmt For For
AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
PARTNERRE LTD. Agenda Number: 932294084
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Security: G6852T105
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: PRE
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JUDITH HANRATTY Mgmt No vote
REMY SAUTTER Mgmt No vote
PATRICK A. THIELE Mgmt No vote
JURGEN ZECH Mgmt No vote
02 TO APPROVE THE PARTNERRE LTD. 2005 EMPLOYEE Mgmt No vote
EQUITY PLAN AND THE RESERVATION OF 1,000,000
ADDITIONAL COMMON SHARES FOR ISSUANCE UNDER
THE 2005 EMPLOYEE EQUITY PLAN.
03 TO APPROVE AN INCREASE IN THE AUTHORIZED SHARE Mgmt No vote
CAPITAL OF THE COMPANY FROM US$150,000,000
TO US$200,000,000 BY THE CREATION OF 50,000,000
UNDESIGNATED SHARES PAR VALUE US$1.00 PER SHARE.
04 TO RE-APPOINT DELOITTE & TOUCHE, THE INDEPENDENT Mgmt No vote
REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY
S INDEPENDENT AUDITORS FOR THE ENSUING PERIOD
ENDING WITH THE 2006 ANNUAL GENERAL MEETING
AND TO REFER THE DETERMINATION OF AUDITORS
REMUNERATION TO THE BOARD OF DIRECTORS.
05 TO CONSIDER AND TAKE ACTION WITH RESPECT TO Mgmt No vote
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENT
OR ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
PAYCHEX, INC. Agenda Number: 932218084
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Security: 704326107
Meeting Type: Annual
Meeting Date: 06-Oct-2004
Ticker: PAYX
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
B. THOMAS GOLISANO Mgmt For For
G. THOMAS CLARK Mgmt For For
DAVID J. S. FLASCHEN Mgmt For For
PHILLIP HORSLEY Mgmt For For
GRANT M. INMAN Mgmt For For
J. ROBERT SEBO Mgmt For For
JOSEPH M. TUCCI Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA Agenda Number: 700646752
- --------------------------------------------------------------------------------------------------------------------------
Security: X6769Q104
Meeting Type: AGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: PTPTC0AM0009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Management report, the balance sheet Mgmt For *
and the account for 2004
2. Approve the Board of Directors oral report Mgmt For *
on the Company s activities in the past FY
3. Receive and adopt the audited annual report Mgmt For *
2004 and approve the remuneration of the Board
of Directors
4. Approve to distribute the profit according to Mgmt For *
the adopted annual report 2004
5. Approve the acquisition and the sale of the Mgmt For *
Company s own shares, including the acquisition
associated with the share buy-back programme
6. Amend the Numbers 2, 3, 5 and 6 of Article 13 Mgmt For *
of the Company s Articles of Association, to
comply with Corporate Governance Regulations
7. Approve to reduce the share capital, and notably Mgmt For *
on the reduction of up to EUR 116,648,505 for
the purpose of releasing excess capital in
connection with the continuation of the share
buyback programme initiated in 2004 and already
partially completed, by cancelling up to 116,648,505
PT shares to be acquired subsequent to the
execution of this resolution, in addition to
corresponding resolutions relating to reserves,
the reduction of outstanding convertible bonds
issued by the company and amend the Articles
of Association further to this resolution
Article 4 of the Company s Articles of Association
8. Approve pursuant to Article 8, No. 4 of the Mgmt For *
Articles of Association, on the applicable
parameters in the case of the future issuance
of bonds convertible into shares pursuant to
a resolution which may be passed by the Board
of Directors, in addition to the bonds convertible
into shares already issued by the Company
9. Approve the waiver of the pre-emptive rights Mgmt For *
of shareholders in connection with the subscription
of any possible issuance of convertible bonds
referred to Resolution 8 of which may be realized
pursuant to a resolution of the Board of Directors
10. Approve the issuance of bonds and any other Mgmt For *
types of securities, of whatever nature, by
the Board of Directors and, notably, on the
determination of the amount pursuant to the
terms of No. 3 of Article 8 and Sub-Paragraph
e) of No. 1 of Article 15 of the Articles of
Association
11. Approve the acquisition and sale of own bonds Mgmt For *
and other type of own securities
PLEASE NOTE THAT THE MEETING TO BE HELD ON 01 Non-Voting No vote
APR 2005 HAS BEEN POSTPONED ACCORDING TO STATE
SHAREHOLDERS PROPOSAL AND THAT THE SECOND CONVOCATION
WILL BE HELD ON 29 APR 2005. PLEASE ALSO NOTE
THE NEW CUTOFF DATE IS 15 APR 2005. IF YOU
HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting No vote
CHANGE IN THE RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
PROSIEBENSAT 1 MEDIA AG Agenda Number: 700676438
- --------------------------------------------------------------------------------------------------------------------------
Security: D6216S101
Meeting Type: OGM
Meeting Date: 13-May-2005
Ticker:
ISIN: DE0007771172
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting No vote
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY; YOU MAY APPLY FOR AN ENTRANCE CARD.
THANK YOU.
1. Receive the financial statements and the annual Non-Voting No vote
report for the FY 2004 with the report of the
Supervisory Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the distributable Non-Voting No vote
profit of EUR 118,145,427.10 as follows: payment
of a dividend of EUR 0.30 per preferred share,
payment of a dividend of EUR 0.28 per ordinary
share, EUR 54,694,239.10 shall be carried forward,
ex-dividend date: 16 MAY 2005, payable date:
17 MAY 2005
3. Ratify the acts of the Board of Managing Directors Non-Voting No vote
4. Ratify the acts of the Supervisory Board Non-Voting No vote
5. Elect KPMG Deutsche Treuhand- Gesellschaft AG Non-Voting No vote
Wirtschaftspruefungsgesellschaft, Essen, as
the Auditors for the year 2005
6. By-elect Mr. Josh Steiner as an Officer for Non-Voting No vote
the Supervisory Board
7. Authorize the Company to acquire own ordinary Non-Voting No vote
and/or preferred shares of up to 10% of its
share capital, on or before 12 NOV 2006; ordinary
shares may be acquired by way of a repurchase
offer at prices not deviating more than 20%
from the market price of the preferred shares;
preferred shares may be acquired either through
the stock exchange at prices neither more than
10% above, nor more than 20% below the market
price of the shares, or by way of a repurchase
offer at prices not deviating more than 20%
from the market price of the preferred shares;
and to dispose of the preferred shares in a
manner other than through the stock exchange
or a rights offering if the shares are offered
to Institutional Investors or are floated on
Foreign Stock Exchanges at a price not materially
below their market price; and furthermore,
to sell the acquired shares against payment
kind, to use the shares in connection with
the Company's Long Term Incentive Plan, and
to retire the shares
8. Approve the Control and Profit Transfer Agreement Non-Voting No vote
with the Company's wholly-owned subsidiary
SevenOne International GmbH, and of the control
agreements with the Company's wholly-owned
subsidiaries ProSieben Digital Media GmbH and
PRO SIEBEN Home Entertainment GmbH Bild-und
Tontraegervertrieb
- --------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK Agenda Number: 700574076
- --------------------------------------------------------------------------------------------------------------------------
Security: Y71474129
Meeting Type: AGM
Meeting Date: 30-Jul-2004
Ticker:
ISIN: ID1000057904
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
# 144029 DUE TO A REVISED AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Approve to convene the meeting for the FY 2003 Mgmt For *
on 30 JUL 2004 and approve the Company s annual
report for FY 2003
2. Ratify the Company s audited consolidated financial Mgmt For *
statements for the FY 2003 and grant full release
and discharge the members of the Board of Directors
and the Board of Commissioners
3. Determine the financial year 2003 s profit utilization Mgmt For *
including distribution of a dividend
4. Appoint the Public Accountant to audit the Company Mgmt For *
records for the 2004 financial year
5. Approve the split of the nominal value of the Mgmt For *
series A and B shares of the Company
6. Amend the Articles of Association of the Company, Mgmt For *
especially in relation to the split of the
nominal value of the Company s shares
7. Determine the remuneration for the members of Mgmt For *
the Board of Directors and the Board as Commissioners
in the 2004 financial year
- --------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK Agenda Number: 700736741
- --------------------------------------------------------------------------------------------------------------------------
Security: Y71474137
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: ID1000099104
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Company s annual report for the Mgmt For *
FY 2004
2. Ratify the Company s audited consolidated financial Mgmt For *
statements for the FY 2004 and acquittal and
grant discharge to the Board of Directors and
Board of Commissioners
3. Approve to determine the profit utilization Mgmt For *
of FY 2004, including distribution of dividend
4. Appoint a Public Accountant to audit the Company Mgmt For *
records for FY 2005
5. Approve to determine the compensation for the Mgmt Abstain *
Board of Directors and Board of Commissioners
for the FY 2005
6. Appoint the Members of the Board of Directors Mgmt For *
for the period of 2005-2010
- --------------------------------------------------------------------------------------------------------------------------
PUSAN BANK Agenda Number: 700657577
- --------------------------------------------------------------------------------------------------------------------------
Security: Y0695K108
Meeting Type: AGM
Meeting Date: 25-Mar-2005
Ticker:
ISIN: KR7005280003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial statements expected cash Mgmt For *
dividend : KRW300 per share
2.1 Elect Mr. Jung Byung as a Director Mgmt For *
2.2 Elect Mr. Seung Pyo as a Director Mgmt For *
2.3 Elect Mr. Jae Woong as a Director Mgmt For *
3.1 Elect Mr. Chang Kyu as a Member of the Audit Mgmt For *
Committee
3.2 Elect Mr. Shin Jung Taek as a Member of the Mgmt For *
Audit Committee
3.3 Elect Mr. Kim Si Sung as a Member of the Audit Mgmt For *
Committee
4. Approve the stock option for the staff Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
QANTAS AIRWAYS LTD Agenda Number: 700590626
- --------------------------------------------------------------------------------------------------------------------------
Security: Q77974105
Meeting Type: AGM
Meeting Date: 21-Oct-2004
Ticker:
ISIN: AU000000QAN2
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial report, the Directors Non-Voting No vote
report and the Independent Audit report of
Qantas Airways Limited for the FYE 30 JUN 2004
2. Questions and comments Non-Voting No vote
3.1 Re-elect Mr. Margaret Jackson as a Non-Executive Mgmt For *
Director of Qantas Airways Limited, who retires
in accordance with the Constitution
3.2 Re-elect Mr. Mike Codd as a Non-Executive Director Mgmt For *
of Qantas Airways Limited, who retires in accordance
with the Constitution
3.3 Elect Mr. Patricia Cross as a Non-Executive Mgmt For *
Director of Qantas Airways Limited, pursuant
to Clause 6.5(a) of the Constitution
3.4 Elect Mr. James Packer as a Non-Executive Director Mgmt For *
of Qantas Airways Limited, pursuant to Clause
6.5(a) of the Constitution
4. Approve the maximum aggregate amount payable Mgmt For *
to the Non-Executive Directors by way of Directors
fees to be increased from AUD 1,500,000 to
2,500,000 per annum
5.1 Approve, pursuant to the Listing Rule 10.14 Mgmt For *
and under the terms and conditions of the Qantas
Deferred Share Plan, the participation of Mr.
Geoff Dixon, Chief Executive Director, in the
Qantas Deferred Share Plan as specified
5.2 Approve, pursuant to the Listing Rule 10.14 Mgmt For *
and under the terms and conditions of the Qantas
Deferred Share Plan, the participation of Mr.
Peter Gregg, Chief Financial Officer, in the
Qantas Deferred Share Plan as specified
- --------------------------------------------------------------------------------------------------------------------------
QWEST COMMUNICATIONS INTERNATIONAL I Agenda Number: 932272141
- --------------------------------------------------------------------------------------------------------------------------
Security: 749121109
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: Q
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LINDA G. ALVARADO Mgmt For For
CANNON Y. HARVEY Mgmt For For
RICHARD C. NOTEBAERT Mgmt For For
02 MANAGEMENT PROPOSAL - RATIFICATION OF THE APPOINTMENT Mgmt For For
OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR
2005 YOUR BOARD OF DIRECTORS RECOMMENDS YOU
VOTE FOR ITEM 2.
03 STOCKHOLDER PROPOSAL - REQUESTING WE ADOPT A Shr Against For
POLICY THAT ALL MEMBERS OF CERTAIN COMMITTEES
OF THE BOARD OF DIRECTORS SHALL BE INDEPENDENT
UNDER A DEFINITION OF INDEPENDENCE ADOPTED
BY THE COUNCIL OF INSTITUTIONAL INVESTORS YOUR
BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST
ITEM 3.
04 STOCKHOLDER PROPOSAL - REQUESTING WE SEEK STOCKHOLDER Shr Against For
APPROVAL OF CERTAIN BENEFITS FOR SENIOR EXECUTIVES
UNDER OUR NON-QUALIFIED PENSION PLAN OR ANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN YOUR
BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST
ITEM 4.
05 STOCKHOLDER PROPOSAL - REQUESTING WE ADOPT A Shr Against For
POLICY WHEREBY, IN THE EVENT OF A SUBSTANTIAL
RESTATEMENT OF FINANCIAL RESULTS, OUR BOARD
SHALL REVIEW CERTAIN PERFORMANCE-BASED COMPENSATION
MADE TO EXECUTIVE OFFICERS AND PURSUE LEGAL
REMEDIES TO RECOVER SUCH COMPENSATION YOUR
BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST
ITEM 5.
- --------------------------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda Number: 700627334
- --------------------------------------------------------------------------------------------------------------------------
Security: Y09789127
Meeting Type: OTH
Meeting Date: 17-Jan-2005
Ticker:
ISIN: INE036A01016
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. Non-Voting No vote
A PHYSICAL MEETING IS NOT BEING HELD FOR THIS
COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS
ARE NOT VALID FOR THIS MEETING. IF YOU WISH
TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS
BY THE INDICATED CUTOFF DATE. THANK YOU.
S.1 Amend, pursuant to the provisions of Section Mgmt Abstain *
31 and other applicable provisions, if any,
of the Companies Act, 1956 including any statutory
modification or re-enactment thereof for the
time being in force , the Articles of Association
of the Company by deleting the existing Articles
131 (a)(i), 131 (a)(ii) and 131 (aa) and replacing
it with Article 131(a) as specified; and authorize
the Board of Directors of the Company, for
the purpose of giving effect to this resolution,
to take all such steps and actions and give
such directions as may be in its absolute discretion
deemed necessary and to settle any question
that may arise in this regard
- --------------------------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda Number: 700723946
- --------------------------------------------------------------------------------------------------------------------------
Security: Y09789127
Meeting Type: AGM
Meeting Date: 08-Jun-2005
Ticker:
ISIN: INE036A01016
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adopt the audited profit and loss account for Mgmt For *
the YE 31 MAR 2005, the balance sheet as at
that date and the reports of the Board of Directors
and the Auditors thereon
2. Approve to confirm the payment of quarterly Mgmt For *
interim dividends declared by the Board of
Directors and declare a final dividend on equity
shares
3. Re-appoint Gen. V.P. Malik as a Director, who Mgmt For *
retires by rotation
4. Re-appoint Shri S.L. Rao as a Director, who Mgmt For *
retires by rotation
5. Re-appoint Dr. Leena Srivastava as a Director, Mgmt For *
who retires by rotation
6. Appoint M/s. Haribhakti & Company, Chartered Mgmt For *
Accountants and M/s. Chaturvedi & Shah, Chartered
Accountants, as the Joint Auditors of the Company
to hold office from the conclusion of this
AGM until the conclusion of next AGM and to
fix their remuneration
- --------------------------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC Agenda Number: 700708691
- --------------------------------------------------------------------------------------------------------------------------
Security: G75093115
Meeting Type: EGM
Meeting Date: 26-May-2005
Ticker:
ISIN: GB0007327124
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve: a) the Scheme of Arrangement dated Mgmt For *
26 APR 2005 in its original form or with subject
to any modification, addition or condition
approved or imposed by the Court the Scheme
to be made between the Company and the Scheme
Shareholders as defined in the scheme ; authorize
the Directors of the Company to take all such
action as they may consider necessary or appropriate
for carrying the Scheme into effect; B) that
the issued share capital of the Company be
reduced by canceling and extinguishing the
Scheme shares as defined in the Scheme ; authorize
the Company to increased the share capital
of its former amount by the creation of such
number of ordinary shares as defined in the
Scheme as shall be equal to the aggregate
nominal amount of the scheme shares cancelled
pursuant to the issued share capital of the
Company be reduced by canceling and extinguishing
the scheme shares; the Company shall apply
the credit arising in its books of account
as a result of such reduction of capital in
paying up in full, at par, such ordinary shares
which shall be allotted and issued, credited
as fully paid, to New Rentokil Initial and/or
its nominee or nominees; authorize the Directors
of the Company, in substitution for any existing
authority and for the purpose of Section 80
of the Companies Act 1985, to allot such ordinary
shares provided that up to an aggregate nominal
amount of GBP 18,150,000; Authority expires
on 31 DEC 2005 ; C) to amend the Articles of
Association of the Company by adoption and
inclusion of the new Article 154; D) the New
Rentokil Initial Reduction of Capital as specified;
and E) to change the name of the Company to
Rentokil Initial 1927 plc
- --------------------------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC Agenda Number: 700708716
- --------------------------------------------------------------------------------------------------------------------------
Security: G75093115
Meeting Type: CRT
Meeting Date: 26-May-2005
Ticker:
ISIN: GB0007327124
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Scheme of Arrangement to be made Mgmt For *
between the Company and the holders of the
Scheme shares
- --------------------------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC Agenda Number: 700711042
- --------------------------------------------------------------------------------------------------------------------------
Security: G75093115
Meeting Type: AGM
Meeting Date: 26-May-2005
Ticker:
ISIN: GB0007327124
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report of the Directors, the accounts Mgmt For *
for the year 2004 and the Independent Auditors
report thereon
2. Approve the remuneration report Mgmt For *
3. Declare a dividend Mgmt For *
4.1 Re-elect Mr. B. D. McGowan as a Director by Mgmt For *
rotation
4.2 Re-elect Mr. I. Harley as a Director by rotation Mgmt For *
5. Elect Mr. D. Flynn as a Director Chief Executive Mgmt For *
6. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Auditors of the Company to hold office until
next general meeting at which accounts are
laid before the Company and that their remuneration
be determined by the Directors
S.7 Authorize the Company, for the purpose of Section Mgmt For *
166 of the Companies Act 1985, to make market
purchases Section 163 of ordinary shares
of 1p each in the capital of the Company provided
that : (i) the maximum number of ordinary shares
which may be purchased is 79,095,811 (ii) the
minimum price which may be paid for each ordinary
share exclusive of expenses is 1p (iii) the
maximum price which may be paid for each ordinary
share is an amount exclusive of expenses
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, over the previous 5 business
days; Authority expires the earlier of the
conclusion of the next AGM of the Company or
26 AUG 2006 ; the Company, before the expiry,
may make a contract to purchase ordinary shares
which will or may be executed wholly or partly
after such expiry
Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
ROBERT HALF INTERNATIONAL INC. Agenda Number: 932275185
- --------------------------------------------------------------------------------------------------------------------------
Security: 770323103
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: RHI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANDREW S. BERWICK, JR. Mgmt For For
FREDERICK P. FURTH Mgmt For For
EDWARD W. GIBBONS Mgmt For For
HAROLD M. MESSMER, JR. Mgmt For For
THOMAS J. RYAN Mgmt For For
J. STEPHEN SCHAUB Mgmt For For
M. KEITH WADDELL Mgmt For For
02 PROPOSAL REGARDING THE STOCK INCENTIVE PLAN. Mgmt For For
03 PROPOSAL REGARDING THE ANNUAL PERFORMANCE BONUS Mgmt For For
PLAN.
04 RATIFICATION OF APPOINTMENT OF AUDITOR. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ROHM CO LTD Agenda Number: 700738707
- --------------------------------------------------------------------------------------------------------------------------
Security: J65328122
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3982800009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend 42.5 yen
2. Approve Purchase of Own Shares Mgmt For *
3. Amend the Articles of Incorporation Mgmt For *
4.1 Elect a Director Mgmt For *
4.2 Elect a Director Mgmt For *
4.3 Elect a Director Mgmt For *
4.4 Elect a Director Mgmt For *
4.5 Elect a Director Mgmt For *
4.6 Elect a Director Mgmt For *
4.7 Elect a Director Mgmt For *
4.8 Elect a Director Mgmt For *
5. Approve Payment of Retirement Allowance to Mgmt Abstain *
the Corporate Auditors in accordance with the
Abolishment of the Retirement Allowance Program
for Corporate Auditors
- --------------------------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC Agenda Number: 700665714
- --------------------------------------------------------------------------------------------------------------------------
Security: G76891111
Meeting Type: AGM
Meeting Date: 20-Apr-2005
Ticker:
ISIN: GB0007547838
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the report and the accounts Mgmt For *
2. Approve the remuneration report Mgmt For *
3. Declare a final dividend on the ordinary shares Mgmt For *
4. Re-elect Dr. J.M. Curie as a Director Mgmt For *
5. Re-elect Sir Fred Goodwin as a Director Mgmt For *
6. Re-elect Sir Steve Robson as a Director Mgmt For *
7. Elect Mr. A.S. Hunter as a Director Mgmt For *
8. Elect Mr. C.J. Koch as a Director Mgmt For *
9. Elect Mr. J.P. MacHale as a Director Mgmt For *
10. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt For *
11. Authorize the Directors to fix the remuneration Mgmt For *
of the Auditors
12. Approve to create additional ordinary shares Mgmt For *
and renew the authority to allot ordinary shares
S.13 Approve to renew the pre-emption authority Mgmt For *
S.14 Approve to allow the purchase of own shares Mgmt For *
15. Approve to create additional dollar preference Mgmt For *
shares and renew the authority to allot preference
shares
16. Approve the Long Term Incentive Plan Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
SABRE HOLDINGS CORPORATION Agenda Number: 932292054
- --------------------------------------------------------------------------------------------------------------------------
Security: 785905100
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: TSG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL S. GILLILAND Mgmt For For
BOB L. MARTIN Mgmt For For
RICHARD L. THOMAS Mgmt For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2005.
03 APPROVAL OF THE AMENDMENT TO THE CERTIFICATE Mgmt For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
04 APPROVAL OF THE AMENDMENTS TO THE CERTIFICATE Mgmt For For
OF INCORPORATION TO BETTER REFLECT CORPORATE
GOVERNANCE PRACTICES AND CLARIFY EXISTING WORDING.
05 APPROVAL OF THE AMENDED AND RESTATED 2005 LONG-TERM Mgmt For For
INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
SANMINA-SCI CORPORATION Agenda Number: 932257834
- --------------------------------------------------------------------------------------------------------------------------
Security: 800907107
Meeting Type: Annual
Meeting Date: 28-Feb-2005
Ticker: SANM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NEIL R. BONKE Mgmt For For
ALAIN COUDER Mgmt For For
RANDY W. FURR Mgmt For For
MARIO M. ROSATI Mgmt For For
A. EUGENE SAPP, JR. Mgmt For For
WAYNE SHORTRIDGE Mgmt For For
PETER J. SIMONE Mgmt For For
JURE SOLA Mgmt For For
JACQUELYN M. WARD Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
OF SANMINA-SCI FOR ITS FISCAL YEAR ENDING OCTOBER
1, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SCHIBSTED ASA Agenda Number: 700634036
- --------------------------------------------------------------------------------------------------------------------------
Security: R75677105
Meeting Type: EGM
Meeting Date: 31-Jan-2005
Ticker:
ISIN: NO0003028904
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK YOU.
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR ADP CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR ADP
TO LODGE YOUR VOTE.
1. Authorize the Board of Alma Media to sell the Mgmt For *
broadcasting division or to participate in
other measures related to the restructuring
of the broadcasting sector; in view of all
circumstances, Schibsted is of the view that
it is entitled to invoke the condition for
completion of the tender offer contained in
Section 2.3 item 3 of the tender document dated
03 JAN 2005 a Material Adverse Change and
that it does not have an obligation to complete
the tender offer unless it decides to waive
such condition
- --------------------------------------------------------------------------------------------------------------------------
SCHIBSTED ASA Agenda Number: 700694448
- --------------------------------------------------------------------------------------------------------------------------
Security: R75677105
Meeting Type: AGM
Meeting Date: 02-May-2005
Ticker:
ISIN: NO0003028904
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK YOU.
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR ADP CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR ADP
TO LODGE YOUR VOTE.
1. Elect the Chairman of the AGM Mgmt For *
2. Approve the notice and agenda for the AGM Mgmt For *
3. Elect 2 representatives to countersign the AGM Mgmt For *
minutes together with the Chairman of the AGM
4. Approve the annual account of 2004 for Schibstad Mgmt For *
ASA and Schibstad Group including the report
from the Board of Directos for the year 2004
5. Approve the dividend of NOK 3.25 per share excluding Mgmt For *
shares held by the Company
6. Approve the Auditor s remuneration of NOK 708.000 Mgmt For *
7. Authorize the Board to acquire Company shares Mgmt For *
until the AGM in 2006
8. Approve the Election Committee s review of its Mgmt For *
work in the period 2004-2005
9. Amend Section 8, subsection 2 and second sentence Mgmt For *
of the Articles of Association
10. Elect the Board Members and the Deputies Mgmt For *
11. Approve the Election Committee s for the Board Mgmt For *
remuneration for the period of 2005-2006
12. Elect the Deputy to the Election Committee Mgmt For *
13. Approve the remuneration for the Members and Mgmt For *
the Deputy of the Election Committee
- --------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N Agenda Number: 932274703
- --------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 13-Apr-2005
Ticker: SLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. DEUTCH Mgmt For For
J.S. GORELICK Mgmt For For
A. GOULD Mgmt For For
T. ISAAC Mgmt For For
A. LAJOUS Mgmt For For
A. LEVY-LANG Mgmt For For
M.E. MARKS Mgmt For For
D. PRIMAT Mgmt For For
T.I. SANDVOLD Mgmt For For
N. SEYDOUX Mgmt For For
L.G. STUNTZ Mgmt For For
R. TALWAR Mgmt For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Mgmt For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Mgmt For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Mgmt For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Mgmt For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE Mgmt For For
SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Mgmt For For
FIRM
- --------------------------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC Agenda Number: 700560736
- --------------------------------------------------------------------------------------------------------------------------
Security: G79314129
Meeting Type: AGM
Meeting Date: 23-Jul-2004
Ticker:
ISIN: GB0006900707
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual report and the accounts for Mgmt For *
the YE 31 MAR 2004
2. Approve the remuneration report included in Mgmt For *
the annual report and the accounts for the
YE 31 MAR 2004
3. Elect Mr. Vicky Bailey as a Director Mgmt For *
4. Elect Mr. Philip Carroll as a Director Mgmt For *
5. Elect Mr. Judi Johansen as a Director Mgmt For *
6. Elect Mr. Simon Lowth as a Director Mgmt For *
7. Elect Mr. Nancy Wilgenbusch as a Director Mgmt For *
8. Re-elect Mr. Euan Baird as a Director Mgmt For *
9. Re-elect Mr. Ian Russell as a Director Mgmt For *
10. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Company s Auditors until the next AGM and authorize
the Directors to set the remuneration of the
Auditors
11. Authorize the Company to make donations to EU Mgmt For *
political organizations and to incur EU political
expenditure not exceeding GBP 100,000 in total
during the period ending on 23 JUL 2005 or,
if earlier, on the date of the Company s AGM
in 2005
S.12 Authorize the Directors, pursuant to Section Mgmt For *
95 of the Companies Act 1985, to allot equity
securities Section 94(2) of the Act for cash
relying on the authority given by shareholders
on 28 JUL 2000, disapplying the statutory pre-emption
rights Section 89(1) of the Act , provided
that this power is limited: a) to the allotment
of equity securities in connection with a rights
issue or other offer or invitation in favor
of the holders of ordinary shares; b) up to
an aggregate nominal amount of GBP 46,499,936;
Authority expires the earlier of the conclusion
of the next AGM of the Company or 23 JUL 2005
; and the Company may make an offer or agreement
which would or might require equity securities
to be allotted after the power conferred by
this resolution ends and the Directors may
allot equity securities under such an offer
or agreement as if this power had not ended
S.13 Authorize the Company, to make market purchases Mgmt For *
Section 163(3) of the Companies Act 1985
of up to 185,999,745 ordinary shares of 50p
each, at a minimum price of 50p 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
23 JUL 2005 ; the Company may make a contract
before the authority ends to purchase ordinary
shares where the purchase would or might be
executed wholly or partly after the authority
ends
S.14 Amend the Articles of Association, by deleting Mgmt For *
the definitions of Crest Member , ScottishPower
UK , Special Share and Special Shareholder
in Article 2; by deleting the words in Article
51.(A) and replacing with new word; by deleting
Article 7; by deleting the last sentence of
Article 8.(B); by deleting Article 51; by the
addition of few words as the second sentence
of Article 81.(D); by replacing the words in
brackets in the first sentence of Article 139.(C);
by adding words in the second sentence of Article
139.(C); by deleting the word in the final
sentence of Article 139.(C); and by deleting
some words, together with the corresponding
Article reference in each case, in the index
- --------------------------------------------------------------------------------------------------------------------------
SEMBCORP LOGISTICS LTD Agenda Number: 700660144
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8144Q113
Meeting Type: EGM
Meeting Date: 30-Mar-2005
Ticker:
ISIN: SG1J98892651
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 220860, DUE TO RECEIPT OF RECORD DATE. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
S.1 Approve that, pursuant to Article 10 of the Mgmt For *
Articles of Association of the Company and
subject to the confirmation of the High Court
of the Republic of Singapore: (a) the share
capital of the Company be reduced by way of
cancelling, subject to the rounding-up as
defined in Point (b) , up to 139,740,000 ordinary
shares of SGD 0.25 each shares in the issued
and paid-up share capital of the Company on
the basis of up to 0.1608 shares for every
share held by each shareholder of the Company
as of the books closure date books closure
date to be determined by the Directors provided
however that no such cancellation of shares
shall be made in respect of any shares held
by or on behalf of a shareholder holding or
owning a number of shares less than or equal
to 10 shares as at the books closure date;
(b) the number of shares proposed to be cancelled
pursuant to Point (a) above be reduced by rounding
up to the nearest multiple of 10 shares rounding-up
the resultant number of shares that would
have been held by or on behalf of each shareholder
following the proposed cancellation of shares
pursuant to Point (a) above; in the event the
resultant number of shares arising from the
rounding-up: (i) is greater than that held
by or on behalf of each shareholder as at the
books closure date, no rounding-up will be
applied and the number of shares proposed to
be cancelled from such shareholder shall be
the number of shares cancelled solely based
on the reduction proportion of up to 0.1608
shares for every share held, disregarding any
fractional interests in a share; or (ii) is
equal to that held by or on behalf of such
shareholder as at the books closure date, no
shares shall be cancelled from such shareholder;
(c) the sum standing to the credit of the share
premium account of the Company be reduced by
an amount such that the credit arising from
such reduction, taken together with the credit
arising from the cancellation of shares pursuant
to Points (a) and (b) above, shall give rise
to a credit of SGD 250,000,000 in aggregate;
(d) such reductions be made out of the contributed
capital of the Company Section 101(5) of the
Income Tax Act, Chapter 134 ; (e) the credit
of SGD 250,000,000 in aggregate amount arising
from the reduction in the share capital and
the share premium account of the Company be
returned to the shareholders in cash based
on the resultant number of shares to be held
by each shareholder after the cancellation
of shares pursuant to Points (a) and (b) ,
with the aggregate cash distribution to each
such shareholder being adjusted by rounding
down any fractions of a cent to the nearest
cent, where applicable; and (f) forthwith and
immediately upon the cancellation of shares
pursuant to Points (a) and (b) above taking
effect, the authorised share capital of the
Company be increased to its former authorised
share capital of SGD 500,000,000 comprising
2,000,000,000 ordinary shares of SGD 0.25 each
by way of creating a maximum of up to 139,740,000
additional shares; authorize the Directors
and each of them be to do all acts and things
and to execute all such documents as they or
he may consider necessary or expedient to give
effect to the capital reduction and capital
distribution with such modifications thereto,
if any, as they or he shall think fit in the
interests of the Company; and the Depositor
and Depository Agent shall have the respective
meanings ascribed to them in Section 130A of
the Companies Act, Chapter 50
2. Approve that the Rules of the SembCorp Logistics Mgmt For *
Executives Share Option Scheme be modified
by amending Rule 8(a); and the Rules of the
SembCorp Logistics Share Option Plan be modified
by amending Rule 11.1; and authorize the Directors
and each of them to make such adjustments to
the subscription prices and/or the number of
shares comprised in the outstanding options
issued pursuant to the above plans in accordance
with the terms thereof as amended by this
resolution as consequence of the special dividend
of an aggregate net amount of SGD 750,000,000
paid on 04 JAN 2005
3. Approve that the Rules of the SernbCorp Logistics Mgmt For *
Performance Share Plan be modified by amending
Rule 9.1; and the Rules of the SembCorp Logistics
Restricted Stock Plan be modified by amending
Rule 9.1
- --------------------------------------------------------------------------------------------------------------------------
SEMBCORP LOGISTICS LTD Agenda Number: 700690337
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8144Q113
Meeting Type: AGM
Meeting Date: 22-Apr-2005
Ticker:
ISIN: SG1J98892651
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors report and Mgmt For *
audited accounts for the YE 31 DEC 2004 and
the Auditors report thereon
2. Approve the payment of a final one-tier tax-exempt Mgmt For *
dividend for the FYE 31 DEC 2004 of an amount
which, together with the ordinary interim dividend
of 1.8 cents per share paid out in September
2004, will result in the Company paying, in
aggregate, ordinary dividends amounting to
33% of the Company s FY 2004 operating earnings
of SGD 106.6 million
3. Re-elect Mr. Koh Soo Keong as a Director, who Mgmt For *
retires by rotation pursuant to Article 93
of the Company s Articles of Association
4. Re-elect Prof. Wee Chow Hou as a Director, who Mgmt For *
retires by rotation pursuant to Article 93
of the Company s Articles of Association
5. Re-elect Mr. Richard E. Hale as a Director, Mgmt For *
who will cease to hold office pursuant to Article
99 of the Company s Articles of Association
6. Re-elect Mr. Hon Chia Chun, Noel as a Director, Mgmt For *
who will cease to hold office pursuant to Article
99 of the Company s Articles of Association
7. Approve the sum of SGD 479,750 as the Directors Mgmt For *
fees for the YE 31 DEC 2004
8. Re-appoint Messrs. KPMG as the Auditors of the Mgmt For *
Company and authorize the Directors to fix
their remuneration
9. Authorize the Directors of the Company to: a) Mgmt Against *
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 , to issue shares
in pursuance of any Instrument made or granted
by the Directors while this resolution was
in force, provided that: i) the aggregate number
of shares to be issued pursuant to this resolution
including shares to be issued in pursuance
of Instruments made or granted pursuant to
this resolution , does not exceed 50% of the
issued share capital of the Company as calculated
in accordance with sub-Paragraph (ii) 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 20% of the issued share capital
of the Company as calculated in accordance
with sub-Paragraph (ii) below ; ii) subject
to such manner of calculation as may be prescribed
by the Singapore Exchange Securities Trading
Limited SGX-ST for the purpose of determining
the aggregate number of shares that may be
issued under sub-Paragraph (i) 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: 1) 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 2) any subsequent
consolidation or subdivision of shares; iii)
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 the earlier of the conclusion
of the next AGM of the Company or the date
by which the next AGM of the Company is required
by law to be held
10. Authorize the Directors to: a) offer and grant Mgmt For *
options in accordance with the provisions of
the SembCorp Logistics Share Option Plan the
Share Option Plan and/or grant awards in accordance
with the provisions of the SembCorp Logistics
Performance Share Plan the Performance Share
Plan and/or the SembCorp Logistics Restricted
Stock Plan the Restricted Stock Plan the
Share Option Plan, the Performance Share Plan
and the Restricted Stock Plan, together the
Share Plans ; and b) allot and issue from time
to time such number of shares of SGD 0.25 each
in the capital of the Company as may be required
to be issued pursuant to the exercise of options
under the Share Option Plan and/or such number
of fully paid shares as may be required to
be issued pursuant to the vesting of awards
under the Performance Share Plan and/or the
Restricted Stock Plan, provided that the aggregate
number of shares to be issued pursuant to the
Share Plans shall not exceed 15% of the issued
share capital of the Company from time to time
11. Authorize the Company, for the purposes of Chapter Mgmt For *
9 of the Listing Manual of the SGX-ST Chapter
9 , for the Company, its subsidiaries and
associated Companies that are entities at risk
as that term is used in Chapter 9 , or any
of them, to enter into any of the transactions
falling within the types of interested person
transactions with any party who is of the class
of interested persons, provided that such transactions
are made on normal commercial terms and in
accordance with the review procedures for such
interested person transactions; and authorize
the Directors of the Company to complete and
do all such acts and things including executing
all such documents as may be required as they
may consider expedient or necessary or in the
interests of the Company to give effect to
the shareholders mandate and/or this resolution;
Authority expires at the conclusion of next
AGM of the Company
Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
SERVICE CORPORATION INTERNATIONAL Agenda Number: 932315294
- --------------------------------------------------------------------------------------------------------------------------
Security: 817565104
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: SCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS L. RYAN Mgmt For For
S. MALCOLM GILLIS Mgmt For For
CLIFTON H. MORRIS, JR. Mgmt For For
W. BLAIR WALTRIP Mgmt For For
02 APPROVAL OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR FISCAL 2005.
- --------------------------------------------------------------------------------------------------------------------------
SET INDIA PRIVATE LIMITED Agenda Number: 700617484
- --------------------------------------------------------------------------------------------------------------------------
Security: ADPC00157
Meeting Type: AGM
Meeting Date: 30-Nov-2004
Ticker:
ISIN: ADPI00000167
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and adopt the audited profit and loss Mgmt For *
account for the YE 31 MAR 2004 and the balance
sheet as at that date and the reports of the
Board of Directors and the Auditors thereon
2. Declare a dividend Mgmt For *
3. Appoint Messrs. Price Waterhouse, Chartered Mgmt For *
Accountants, as the Auditors of the Company
to hold office till the conclusion of the next
AGM of the Company and authorize the Board
of Directors of the Company to decide the remuneration
payable to Price Waterhouse
- --------------------------------------------------------------------------------------------------------------------------
SILICON VALLEY BANCSHARES Agenda Number: 932281671
- --------------------------------------------------------------------------------------------------------------------------
Security: 827064106
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: SIVB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ERIC A. BENHAMOU Mgmt For For
DAVID M. CLAPPER Mgmt For For
ROGER F. DUNBAR Mgmt For For
JOEL P. FRIEDMAN Mgmt For For
G. FELDA HARDYMON Mgmt For For
ALEX W. "PETE" HART Mgmt For For
C. RICHARD KRAMLICH Mgmt For For
JAMES R. PORTER Mgmt For For
MICHAELA K. RODENO Mgmt For For
LARRY W. SONSINI Mgmt For For
KENNETH P. WILCOX Mgmt For For
02 TO APPROVE THE COMPANY S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO CHANGE ITS NAME TO SVB
FINANCIAL GROUP.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S AMENDED Mgmt Against Against
AND RESTATED 1997 EQUITY INCENTIVE PLAN TO
(I) RESERVE AN ADDITIONAL 750,000 SHARES OF
COMMON STOCK FOR ISSUANCE THEREUNDER, AND (II)
DELETE A PROVISION LIMITING CERTAIN AWARDS.
04 TO APPROVE A BONUS ARRANGEMENT WITH DAVID KETSDEVER, Mgmt Against Against
CHIEF EXECUTIVE OFFICER OF SVB ALLIANT, A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31,
2005.
- --------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD Agenda Number: 700565368
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8120Z103
Meeting Type: AGM
Meeting Date: 21-Jul-2004
Ticker:
ISIN: SG1N89910219
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the audited accounts for the Mgmt For *
FYE 31 MAR 2004 and the Directors report and
the Auditors report
2. Declare a final dividend of 2.1 cents per share Mgmt For *
tax exempt in respect of the FYE 31 MAR 2004
3. Re-elect Mr. Lim Ho Kee as a Director Mgmt For *
4. Re-elect Ms. Janet Ang Guat Har as a Director Mgmt For *
5. Re-elect Mr. Ong Ah Heng as a Director Mgmt For *
6. Approve the Directors fees of SGD 342,012 for Mgmt For *
the FYE 31 MAR 2004
7. Appoint the auditors and authorize the Directors Mgmt For *
to fix the remuneration of the Auditors
Transact any other business Non-Voting No vote
8. Authorize the Directors to: a) issues shares Mgmt Against *
in the capital of the Company Shares whether
by the way of rights, bonus or otherwise and/or
make or grant offers agreements or options
that might or would require shares to be issued
including but not limited to the creation and
issue of warrants, debentures or other instruments
convertible in to 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; b) issue
shares in pursuance of any instrument made
or granted by the Directors of the Company
while this resolution in force provided that
the aggregate number of shares to be issued
should not exceed 50% of the issued share capital
of the Company of which the aggregate number
of shares to be issued other than on a prorata
basis to shareholders of the Company does not
exceed 20% of the issued share capital of the
Company, subject to the manner of calculation
as may be prescribed by Singapore Exchange
Securities Trading Limited SGX-ST for the
purpose of determining the aggregate number
of shares that may be issued and the percentage
of the issued share capital shall be based
on the issued share capital of the Company
at the time this resolution is passed after
adjusting for: 1) 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; 2) any subsequent
consolidation or sub division of shares in
exercising the authority conferred by this
resolution the Company shall comply with the
provisions of the listing manual of the SGX-ST
and the Articles of Association for the time
being of the Company; Authorization is in
force until the conclusion of the next AGM
of the Company or the date by which is required
by law whichever is earlier
9. Authorize the Directors to offer and grant options Mgmt For *
in accordance with the provisions of the Singapore
Post Share Option Scheme Share Option Scheme
and to allot and issue from time to time such
number of shares as may be required to be issued
pursuant to the exercise of the options under
the Share Option Scheme provided that the aggregate
number of shares to be issued pursuant to the
Share Option Scheme shall not exceed 10% of
the total issued share capital of the Company
from time to time
- --------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD Agenda Number: 700565370
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8120Z103
Meeting Type: EGM
Meeting Date: 21-Jul-2004
Ticker:
ISIN: SG1N89910219
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of the Company, for Mgmt For *
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 the Companies Act
to purchase or otherwise acquire ordinary
shares of SGD 0.05 each fully paid in the capital
of the Company the Shares , not exceeding
in aggregate the prescribed limit, at such
price or prices as may be determined by the
Directors up to a maximum price, whether by
way of: i) market purchase(s) on the Singapore
Exchange Securities Trading Limited SGX-ST
, or any other stock exchange on which the
shares may for the time being be listed or
quoted Other Exchange ; and/or ii)off-market
purchase(s) if effected otherwise than on
the SGX-ST in accordance with any equal access
scheme(s), as may be determined or formulated
by the Directors as they deem 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 Other Exchange as may for
the time being be applicable; Authority expires
the earlier of the date on which the next AGM
of the Company is held or the date by which
the next AGM of the Company is required by
law to be held ; and authorize the Directors
of the Company and/or any of them to complete
and do all such acts and things deemed necessary
to give effect to the transactions contemplated
and/or authorized by this Resolution
- --------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD Agenda Number: 700747073
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8120Z103
Meeting Type: AGM
Meeting Date: 30-Jun-2005
Ticker:
ISIN: SG1N89910219
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the audited accounts for the Mgmt For *
FYE 31 MAR 2005 and the Directors report and
the Auditors report thereon
2. Declare a final tax exempt 1-tier dividend of Mgmt For *
2.7 cents per ordinary share in respect of
the FYE 31 MAR 2005
3. Re-elect Mr. Tommie Goh Thiam Poh as a Director Mgmt For *
who retiring by rotation in accordance with
Article 91 of the Company s Articles of Association
4. Re-elect Mr. Lee Hsien Yang as a Director who Mgmt For *
retiring by rotation in accordance with Article
91 of the Company s Articles of Association
5. Re-elect Mr. Phua Kok Kim as a Director, who Mgmt For *
cease to hold office in accordance with Article
97 of the Company s Articles of Association
6. Re-elect Mr. Lau Boon Tuan as a Director, who Mgmt For *
cease to hold office in accordance with Article
97 of the Company s Articles of Association
7. Re-elect Mr. Tan Yam Pin as a Director, who Mgmt For *
cease to hold office in accordance with Article
97 of the Company s Articles of Association
8. Approve Directors fees payable by the Company Mgmt For *
of SGD 323,066 for the FYE 31 MAR 2005 2004:
SGD 342,012
9. Appoint Auditors and authorize the Directors Mgmt For *
to fix their remuneration
Transact any other business Non-Voting No vote
10. Authorize the Directors, to issue shares in Mgmt For *
the capital of the Company by way of rights,
bonus or otherwise and/or grant offers, agreements
or options collectively, instruments , the
aggregate number of shares issued not exceeding
50% of the issued share capital of the Company,
of which the aggregate number of shares to
be issued other than on a pro-rata basis to
the existing shareholders of the Company does
not exceed 10% of the issued share capital
of the Company and the percentage of issued
share capital shall be calculated based on
the Company s issued share capital at the date
of passing of this resolution after adjusting
for new shares arising from the conversion
of convertible securities or employee share
options on issue and any subsequent consolidation
or subdivision of shares; and in exercising
the authority conferred by this resolution,
the Company shall comply with the provisions
of the Listing Manual of 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 the earlier of the conclusion
of the next AGM of the Company or the date
of the next AGM of the Company as required
by law
11. Authorize the Directors to offer and grant options Mgmt For *
Options in accordance with the provisions
of the Singapore Post Share Option Scheme
Share Option Scheme and to allot and issue
for time to time such number of shares as may
be required to be issued pursuant to the exercise
of the options under the Share Option Scheme,
provided that the aggregate number of shares
to be issued pursuant to the Share Option Scheme
shall not exceed 5% of the total issued share
capital of the Company
- --------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD Agenda Number: 700747100
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8120Z103
Meeting Type: EGM
Meeting Date: 30-Jun-2005
Ticker:
ISIN: SG1N89910219
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Company, its subsidiaries and Mgmt For *
associated companies or any of them, for the
purposes of Chapter 9 of the Listing Manual
Chapter 9 of the Singapore Exchange Securities
Trading Limited SGX-ST , to enter into any
of the transactions falling within the types
of interested person transactions as specified
with any party who is of the class of interested
persons as specified, provided that such transactions
are made on normal commercial terms and in
accordance with the review procedures for such
interested person transactions and authorize
the Directors of the Company to complete and
do all such acts and things including executing
all such documents as may be required as they
may consider expedient or necessary or in the
interests of the Company to give effect to
the shareholders mandate and/or this Resolution
Authority expires at the conclusion of the
next AGM of the Company
2. Authorize the Directors of the Company, for Mgmt For *
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 the Companies Act
, to purchase or otherwise acquire issued ordinary
shares of SGD 0.05 each fully paid in the capital
of the Company Shares not exceeding in aggregate
the Maximum Limit, at such price or prices
as may be determined by the Directors from
time to time up to the Maximum Price, whether
by way of: i) market purchase(s) on the SGX-ST
and/or any other stock exchange on which the
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; and authorize
the Directors of the Company and/or any of
them 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 Resolution Authority expires the earlier
of the conclusion of the next AGM of the Company
or the date by which the next AGM of the Company
is required by Law
- --------------------------------------------------------------------------------------------------------------------------
SMITH INTERNATIONAL, INC. Agenda Number: 932269461
- --------------------------------------------------------------------------------------------------------------------------
Security: 832110100
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: SII
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
G. CLYDE BUCK Mgmt For For
LOREN K. CARROLL Mgmt For For
DOD A. FRASER Mgmt For For
02 APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION.
03 APPROVAL OF LONG-TERM INCENTIVE COMPENSATION Mgmt For For
PLAN, AS AMENDED AND RESTATED.
04 APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For
AUDITORS OF THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
SOCIETE GENERALE Agenda Number: 700702978
- --------------------------------------------------------------------------------------------------------------------------
Security: F43638141
Meeting Type: MIX
Meeting Date: 09-May-2005
Ticker:
ISIN: FR0000130809
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners:
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
220981 DUE TO CHANGE IN THE MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 Acknowledge the report of the Board of Directors Mgmt For *
and the general report of the Statutory Auditors;
and approve the financial statements and the
balance sheet for the YE 31 DEC 2004; and the
net profit of EUR 2,303,226,958.31, after taxes
deduction for FY 2004
O.2 Approves the recommendations of the Board of Mgmt For *
Directors and notes a profit of EUR 2,303,226,958.31
allocation to the legal reserve: EUR 839,801.24
disposable balance for distribution: EUR 2,302,387,157.07
plus the prior retained earnings: EUR 3,803,901,724.00
distributable profit: EUR 6,106,288,881.07
appropriation as follows: carry forward account:
EUR 833,381,732.37 global dividend: EUR 1,469,005,424.70
the shareholders will receive a net dividend
of EUR 1.25 per share; this dividend will be
paid on 30 MAY 2005; thanks to shares premiums,
the reserves amount to EUR 10,111,265,559.65
whereas they were of EUR 9,761,180,538.34 in
2003; the carry forward account of EUR 3,803,901,724.00
is increased to EUR 4,637,283,456.37 as required
by Law
O.3 Acknowledge the reports of the Board of Directors Mgmt For *
and the statutory Auditors; approve the consolidated
financial statements for the FY 31 DEC 2004
O.4 Approve, after hearing the special report of Mgmt For *
the Auditors on agreements governed by Article
L. 225-38 of the French Commercial Code, the
report and the Agreements
O.5 Approve to renew the term of office of Mr. Jean Mgmt For *
Azema as a Director for a period of 4 years
O.6 Approve to renew the term of office of Mrs. Mgmt For *
Elisabeth Lulin as a Director for a period
of 4 years
O.7 Approve to renew the term of office of Mr. Patrick Mgmt For *
Richard as a Director for a period of 4 years
O.8 Authorize the Board of Directors to trade in Mgmt For *
the Company s shares on the stock market, as
per the following conditions: maximum purchase
price: EUR 113.00 minimum sale price: EUR 46.00
maximum number of shares to be traded: 10%
of the shares comprising the share capital;
Authority expires at the end of 18 months
; the present delegation cancels and replaces,
for the period unused, the delegation set forth
in Resolution number 10 and given by the general
meeting of 29 APR 2004
E.9 Approve to decide to change the Directors number Mgmt For *
and amend Article of Association number 7,
entitled Directors
E.10 Approve to decide to change the Directors number Mgmt For *
and amend Article of Association number 7,
entitled Directors
E.11 Authorize the Board of Directors to proceed Mgmt For *
with allocations free of charge of Company
s existing ordinary shares or to be issued,
in favour of the employees or the officers,
provided that they shall not represent more
than 1% of the share capital; Authority expires
at the end of 14 months
E.12 Authorize the Board of Directors to increase Mgmt For *
the share capital, in consideration for the
contribution in kind of shares or securities
giving access to the capital, except in the
context of a public exchange offer and provided
that it shall not exceed a maximum nominal
amount of EUR 10% of the share capital, subject
to the nominal limit of EUR 300 million for
capital increases without preemptive subscription
rights authorized by the general meeting of
29 APR 2004 in its 12 Resolution; Authority
expires at the end of 14 months
O.13 Grants all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr For *
Amend the Article 14 of the By-laws any provision
restricting the voting rights that a shareholder
may exercise at a general meeting
- --------------------------------------------------------------------------------------------------------------------------
SOUTHWEST AIRLINES CO. Agenda Number: 932310941
- --------------------------------------------------------------------------------------------------------------------------
Security: 844741108
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: LUV
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
COLLEEN C. BARRETT Mgmt For For
GARY C. KELLY Mgmt For For
JOHN T. MONTFORD Mgmt For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SOUTHWEST BANCORPORATION OF TEXAS, I Agenda Number: 932298068
- --------------------------------------------------------------------------------------------------------------------------
Security: 84476R109
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: ABNK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CARIN M. BARTH Mgmt For For
PAUL W. HOBBY Mgmt For For
JOHN W. JOHNSON Mgmt For For
WALTER E. JOHNSON Mgmt For For
WILHELMINA E. ROBERTSON Mgmt For For
SCOTT J. MCLEAN Mgmt For For
02 PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY Mgmt For For
S ARTICLES OF INCORPORATION TO CHANGE THE NAME
OF THE COMPANY TO AMEGY BANCORPORATION, INC.
03 PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY Mgmt For For
S ARTICLES OF INCORPORATION TO INCREASE THE
AGGREGATE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK OF THE COMPANY FROM 150,000,000 TO 300,000,000.
04 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SYMBOL TECHNOLOGIES, INC. Agenda Number: 932306207
- --------------------------------------------------------------------------------------------------------------------------
Security: 871508107
Meeting Type: Annual
Meeting Date: 09-May-2005
Ticker: SBL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT J. CHRENC Mgmt For For
SALVATORE IANNUZZI Mgmt For For
EDWARD R. KOZEL Mgmt For For
WILLIAM R. NUTI Mgmt For For
GEORGE SAMENUK Mgmt For For
MELVIN A. YELLIN Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda Number: 700616468
- --------------------------------------------------------------------------------------------------------------------------
Security: Y84629107
Meeting Type: EGM
Meeting Date: 21-Dec-2004
Ticker:
ISIN: TW0002330008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
208106 DUE TO CHANGE IN THE AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Approve to revise the Articles of Incorporation, Mgmt For *
with regards to its dividend policy, the revision
calls for future dividend distribution to be
made preferably by way of cash dividend
2. Approve that the stock dividend shall not exceed Mgmt For *
50% of total distribution
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda Number: 700699400
- --------------------------------------------------------------------------------------------------------------------------
Security: Y84629107
Meeting Type: AGM
Meeting Date: 10-May-2005
Ticker:
ISIN: TW0002330008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
219041 DUE TO AN ADDITIONAL RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1.1 Approve the 2004 business operations Mgmt For *
1.2 Approve the audited reports Mgmt For *
1.3 Approve the status of asset acquisition or disposal Mgmt For *
1.4 Approve the status of endorsement and guarantee Mgmt For *
1.5 Approve the status of purchasing treasury stocks Mgmt For *
2.1 Approve the 2004 business reports and the financial Mgmt For *
statements
2.2 Approve the 2004 profit distribution; proposed Mgmt For *
cash dividend: TWD 2 per share
2.3 Approve the issuance of new shares from retained Mgmt For *
earnings and the staff bonus; proposed stock
dividend: 50 for 1,000 shares held
2.4 Amend the Articles of Incorporation Mgmt For *
3. Extraordinary motions Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
TARGET CORPORATION Agenda Number: 932296850
- --------------------------------------------------------------------------------------------------------------------------
Security: 87612E106
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: TGT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROXANNE S. AUSTIN Mgmt For For
JAMES A. JOHNSON Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
TELE2 AB Agenda Number: 700691606
- --------------------------------------------------------------------------------------------------------------------------
Security: W95878117
Meeting Type: AGM
Meeting Date: 11-May-2005
Ticker:
ISIN: SE0000314312
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK YOU
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting No vote
OPTION IN SWEDEN. THANK YOU.
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR ADP CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR ADP
TO LODGE YOUR VOTE
1. Elect Mr. Sven Hagstromer as the Chairman of Mgmt For *
the meeting
2. Approve the voting list Mgmt For *
3. Approve the agenda Mgmt For *
4. Elect one or two persons to check and verify Mgmt For *
the minutes
5. Approve to determine whether the meeting has Mgmt For *
been duly convened
6. Receive the annual report and the Auditors Mgmt For *
report and of the consolidated financial statements
and the Auditors report on the consolidated
financial statements
7. Approve the decision on the adoption of the Mgmt For *
income statement and balance sheet and of the
consolidated income statement and the consolidated
balance sheet
8. Approve an ordinary dividend for the FY 2004 Mgmt For *
corresponding to SEK 5 per share; the Board
of Directors further proposes that the record
date for the dividend shall be Monday 16 MAY
2005
9. Grant discharge from liability of the Members Mgmt Against *
of the Board of Directors and the Managing
Director
10. Approve to determine the number of members of Mgmt For *
the Board of Directors as seven
11. Approve that the fee of the Members of the Board Mgmt For *
of Directors for the period until the end of
the next AGM shall be a total of SEK 3,350,000,
whereof SEK 800,000 shall be allocated to the
Chairman, SEK 400,000 to each of the other
Members of the Board of Directors respectively
and a total of SEK 150,000 be allocated for
the work of the Members within the committees
of the Board of Directors
12. Re-elect Messers. Marc J.A. Beuls, Vigo Carlund, Mgmt For *
Sven Hagstromer, Jan Loeber, John Shakeshaft
and Cristina Stenbeck as the Board of Members
and elect Mr. John Hepburn as a new Member
of the Board of Directors
13. Approve that the following procedure for the Mgmt For *
Nomination Group for the election of Members
of the Board of Directors; the work of preparing
a proposal of the Members to the Board of Directors
for the AGM of 2006 shall be executed by a
Nomination Group; the Nomination Group will
be formed during the autumn of 2005, in consultation
with at least three of the major shareholders
and Cristina Stenbeck will act as convenor
of the Group; the composition of the Group
will be communicated in the interim report
for the third quarter of 2005
14.a Amend the Articles of Association to the effect Mgmt For *
that the provision in Section 4 is changed
so that the par value per share is changed
from SEK 5 to SEK 1.25; this means a split
of shares, whereby each share irrespective
of class is divided into four shares of which
one of the shares will be a so-called redemption
share; the Board of Directors proposes that
the record day for the share split shall be
Monday 23 MAY 2005
14.b Amend the Articles of Association to the effect Mgmt For *
that a new class of shares is introduced, Class
C shares, which carry one vote per share Class
C shares shall not entitle to dividends; the
customary provision on, respectively, primary
and subsidiary preferential right at cash issue
shall apply also for Class C shares, which,
however, shall not entitle to participation
in a bonus issue of shares; upon the Board
of Directors or the Company s request, the
Class C shares shall be redeemable and, upon
the liquidation of the Company, entitle the
holder to a limited right to assets equal to
the par value of the share, annualized by an
interest rate provided in the Articles of Association;
upon redemption, the Class C share shall entitle
the holder to payment equal to the par value
annualized by an interest rate provided in
the Articles of Association
14.c Approve to reduce the Company s share capital Mgmt For *
by SEK 184,450,218.75 by redemption of a total
of 147,560,175 shares, each at a par value
SEK 1.25, of which 15,516,663 are Class A shares
and 132,043,512 are Class B shares; the redemption
amount per share, irrespective of class, shall
be SEK 10; the Board of Directors proposes
that trading in so-called redemption shares
shall take place from 24 MAY 2005 up to and
including 10 JUN 2005; the Board of Directors
proposes that the record date for redemption
shall be 17 JUN 2005; the redemption payment
is expected to be executed through VPC around
22 JUN 2005
14.d Approve to increase the Company s share capital Mgmt For *
by a maximum of SEK 184,450,218.75 by an issue
of a maximum of 147,560,175 Class C shares,
each at a par value of SEK 1.25; the new shares
shall, with disapplication of the shareholders
preferential rights, be subscribed for by
a securities Company at a subscription price
equal to the par value of the share; the proposal
is contingent upon registration of the amendments
to the Articles of Association under sub-sections
14 a and b above
14.e Approve to reduce the share capital by SEK 184,450,218.75 Mgmt For *
by redemption of all Class C shares; the redemption
shall be executed as soon as the issue of Class
C shares has been registered; the objective
of the reduction is restitution to the holders
of Class C shares by an amount equal to the
par value of SEK 1.25, annualized by the interest
rate provided in the Articles of Association;
in addition, it is proposed that the meeting
resolves that an amount equal to the amount
of the reduction is transferred from the unrestricted
equity to the Company s reserves; the proposal
is contingent upon registration of the amendments
to the Articles of Association under sub-sections
14 a and b above
15. Closure of the meeting Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW Agenda Number: 700593711
- --------------------------------------------------------------------------------------------------------------------------
Security: T92778124
Meeting Type: SGM
Meeting Date: 25-Oct-2004
Ticker:
ISIN: IT0003497176
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS
MET OR THE MEETING IS CANCELLED. THANK YOU.
1. Receive the Common Representative s report on Mgmt For *
the fund set up to cover the necessary expenses
for the protection of saving shares interests
2. Appoint saving shares Common Representative Mgmt For *
and approve to state related emoluments
- --------------------------------------------------------------------------------------------------------------------------
TELEFONICA SA Agenda Number: 700707663
- --------------------------------------------------------------------------------------------------------------------------
Security: E90183182
Meeting Type: OGM
Meeting Date: 30-May-2005
Ticker:
ISIN: ES0178430E18
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
31 MAY 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE ALSO BE ADVISED THAT
ADDITIONAL INFORMATION CONCERNING TELEFONICA
SA CAN ALSO BE VIEWED ON THE COMPANY S WEBSITE:
http://www.telefonica.es. THANK YOU.
1. Examination and approval, if applicable, of Mgmt For *
the Annual Accounts and Management Report of
Telefonica, S.A. and its Consolidated Group
of Companies, as well as the proposal for the
application of the results of Telefonica, S.A.,
and that of the management of the Company s
Board of Directors, all for the 2004 financial
year.
2. Shareholder remuneration: A) Distribution of Mgmt For *
dividends with a charge to the Additional Paid-
in capital reserve and B) Extraordinary non-cash
distribution of additional paid- in capital.
3. Examination and approval, if applicable, of Mgmt For *
the Proposed Merger of Telefonica, S.A. and
Terra Networks, S.A. and approval, as the Merger
Balance Sheet, of Telefonica, S.A. s Balance
Sheet closed on December 31, 2004. Approval
of merger between Telefonica, S.A. and Terra
Networks, S.A. by means of the absorption of
the latter by the former, with the extinction
of Terra Networks, S.A. and the en bloc transfer
of all of its assets and liabilities to Telefonica,
S.A., with the provision that the exchange
shall be satisfied through the delivery of
treasury shares of Telefonica S.A., all in
accordance with the provisions of the Merger
Plan. Application of the special tax regime
set forth in Chapter VIII of Title VII of the
Restated Text of the Corporate Income Tax Law
in connection with the merger. Establishment
of procedures to facilitate the exchange of
shares. Delegation of powers.
4. Appointment of Directors. Mgmt For *
5. Designation of the Accounts Auditor for Telefonica, Mgmt For *
S.A. and its Consolidated Group of Companies,
under the provisions of article 42 of the Spanish
Commerce Code (Codigo de Comercio) and article
204 of the Spanish Corporations Act (Ley de
Sociedades Anonimas).
6. Authorization for the acquisition of treasury Mgmt For *
stock, directly or through Group companies.
7. Reduction of share capital through the amortizing Mgmt For *
of treasury stock, with the exclusion of the
right to opposition by creditors, through the
redrafting of the article in the Bylaws that
refers to the share capital.
8. Delegation of powers to formalize, construe, Mgmt For *
correct and execute the resolutions adopted
by the Annual General Shareholders Meeting.
- --------------------------------------------------------------------------------------------------------------------------
TELEKOM AUSTRIA AG, WIEN Agenda Number: 700706572
- --------------------------------------------------------------------------------------------------------------------------
Security: A8502A102
Meeting Type: AGM
Meeting Date: 25-May-2005
Ticker:
ISIN: AT0000720008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual statement of accounts, Group Mgmt For *
financial statements and the report by the
Supervisory Board
2. Approve the appropriation of net profits Mgmt For *
3. Approve the activities undertaken by the Board Mgmt For *
of Directors and the Supervisory Board in 2004
4. Approve the remuneration for Supervisory Board Mgmt For *
for 2004
5. Elect the Auditors for FY 2005 Mgmt For *
6. Approve the resolution on the amount of Members Mgmt For *
(10) and an agelimit (65) for Members of the
Supervisory Board
7. Approve the changes in the Supervisory Board Mgmt For *
8. Approve the report of the Board on the usage Mgmt For *
and amount of bought own shares
9. Grant authority to buy own shares for 18 months Mgmt For *
at a price from EUR 9 - to EUR 21 per share;
authorize the Board of Directors to use own
shares for service of stock option, convertible
bonds and for acquisition of Companys; reduction
of share capital by collection of own shares;
sale of own shares for 5 years
- --------------------------------------------------------------------------------------------------------------------------
TELENOR ASA Agenda Number: 700708704
- --------------------------------------------------------------------------------------------------------------------------
Security: R21882106
Meeting Type: AGM
Meeting Date: 20-May-2005
Ticker:
ISIN: NO0010063308
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK YOU.
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR ADP CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR ADP
TO LODGE YOUR VOTE.
1. Approve the notice of the AGM Mgmt For *
2. Elect a representative to sign the minutes of Mgmt For *
the AGM together with the Chairman of the meeting
3. Approve the annual accounts and the annual report Mgmt For *
for the FY 2004 and a dividend of NOK 1.50
per share be paid
4. Approve the remuneration to the Company s Auditor Mgmt For *
5. Approve to reduce the share capital by canceling Mgmt For *
of own shares as well as redemption of shares
owned by the Kingdom of Norway through the
Ministry of Trade and Industry
6. Authorize the Board to acquire the own shares Mgmt For *
7. Elect the shareholder representatives and deputy Mgmt For *
shareholder representatives to the Corporate
Assembly
8. Approve to determine the remuneration to the Mgmt For *
Members of the Corporate Assembly
9. Elect the Members to the Election Committee Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC. Agenda Number: 932269295
- --------------------------------------------------------------------------------------------------------------------------
Security: 879433100
Meeting Type: Special
Meeting Date: 11-Apr-2005
Ticker: TDS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION Mgmt For For
02 AMENDMENTS TO 2004 LONG-TERM INCENTIVE PLAN Mgmt For For
03 AMENDMENTS TO 2003 EMPLOYEE STOCK PURCHASE PLAN Mgmt For For
04 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC. Agenda Number: 932303441
- --------------------------------------------------------------------------------------------------------------------------
Security: 879433100
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: TDS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
K.A. MUNDT Mgmt For For
M.H. SARANOW Mgmt For For
M.L. SOLOMON Mgmt For For
H.S. WANDER Mgmt For For
02 RATIFY ACCOUNTANTS FOR 2005. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
TESCO PLC Agenda Number: 700723097
- --------------------------------------------------------------------------------------------------------------------------
Security: G87621101
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: GB0008847096
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts and reports of the Directors Mgmt For *
and the Auditors for the FYE 26 FEB 2005
2. Approve the Directors remuneration report for Mgmt For *
the FYE 26 FEB 2005
3. Approve the final dividend of 5.27 pence per Mgmt For *
share by the Directors to be declared payable
on 01 JUL 2005 to holders of ordinary shares
registered at the close of business on 22 APR
2005
4. Re-elect Mr. Rodney Chase as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
5. Re-elect Sir Terry Leahy as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
6. Re-elect Mr. Tim Mason as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
7. Re-elect Mr. David Potts as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
8. Elect Mr. Karen Cook as a Director Mgmt For *
9. Elect Mr. Carolyn McCall as a Director Mgmt For *
10. Re-appoint PricewaterhouseCoopers LLP as Auditors Mgmt For *
of the Company, to hold office until the conclusion
of the next AGM at which accounts are laid
before the Company
11. Authorize the Directors to determine the Auditors Mgmt For *
remuneration
12. Approve to increase the authorized share capital Mgmt For *
of the Company from GBP 530,000,000 to GBP
535,000,000 by the creation of 100,000,000
ordinary shares of 5p each
13. Authorize the Directors to exercise the power Mgmt For *
contained in the Articles to offer the holders
of ordinary shares of 5p each in the capital
of the Company the shares the right to receive
new shares, credited as fully as paid instead
of the cash amount which would otherwise be
due to them in respect of any dividends including
the final dividend for the FYE 26 FEB 2005,
for any financial period ending on or before
04 APR 2010
14. Authorize the Directors, in accordance with Mgmt For *
Section 80 of the Companies Act 1985 (the Act),
to allot relevant securities as defined in
Section 80(2) of the Act of the Company up
to an aggregate nominal amount of GBP 129.2
million which is equal to approximately 33%
of the current issued share capital of the
Company Authority expires the earlier of
the next AGM of the Company or 24 JUN 2004
; and the Directors may make allotments during
the relevant period which may be exercised
after the relevant period
S.15 Authorize the Directors, pursuant to Section Mgmt For *
95 of the Act, to allot equity securities for
cash pursuant to the authority given to the
Directors for the purposes of Section 80 of
the Act, disapplying the statutory pre-emption
rights Section 89(1) , provided that this
power is limited to the allotment of equity
securities: i) in connection with a rights
issue in favor of ordinary shareholders; ii)
up to an aggregate nominal amount of GBP 19.47
million 5% of the issued share capital ;
Authority expires the earlier of the conclusion
of the next AGM of the Company or 15 months
from the date of 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 made prior to
such expiry
S.16 Authorize the Company, to make market purchases Mgmt For *
within the meaning of Section 163(3) of the
Act of up to 778.70 million shares of 5p each
in the capital of the Company, at a minimum
price of 5p and up to 105% of the average middle
market quotations for such shares derived from
the London Stock Exchange Daily Official List,
over the previous 5 business days; Authority
expires the earlier of the conclusion of the
next AGM of the Company or 18 months from the
date of the passing of this resolution ; 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
17. Authorize the Company, to make donations to Mgmt For *
EU political organization not exceeding GBP
100,000 and to incur EU political expenditure
up to a maximum aggregate amount of GBP 100,000;
Authority expires at the conclusion of the
next AGM or 15 months from the date of the
passing of this resolution
18. Authorize the Tesco Stores Limited, to make Mgmt For *
donations to EU political organization not
exceeding GBP 100,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 100,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
19. Authorize the Tesco Ireland Limited, to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
20. Authorize the Tesco Vin Plus S.A., to make donations Mgmt For *
to EU political organization not exceeding
GBP 25,000 and to incur EU political expenditure
up to a maximum aggregate amount of GBP 25,000;
Authority expires at the conclusion of the
next AGM or 15 months from the date of the
passing of this resolution
21. Authorize the Tesco Stores CR a.s., to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
22. Authorize the Tesco Stores SR a.s., to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
23. Authorize the Tesco Global Rt, to make donations Mgmt For *
to EU political organization not exceeding
GBP 25,000 and to incur EU political expenditure
up to a maximum aggregate amount of GBP 25,000;
Authority expires at the conclusion of the
next AGM or 15 months from the date of the
passing of this resolution
24. Authorize the Tesco Polska Sp z.o.o., to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
- --------------------------------------------------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED Agenda Number: 932268863
- --------------------------------------------------------------------------------------------------------------------------
Security: 882508104
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: TXN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.R. ADAMS Mgmt For For
D.L. BOREN Mgmt For For
D.A. CARP Mgmt For For
C.S. COX Mgmt For For
T.J. ENGIBOUS Mgmt For For
G.W. FRONTERHOUSE Mgmt For For
D.R. GOODE Mgmt For For
P.H. PATSLEY Mgmt For For
W.R. SANDERS Mgmt For For
R.J. SIMMONS Mgmt For For
R.K. TEMPLETON Mgmt For For
C.T. WHITMAN Mgmt For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Mgmt For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Mgmt For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
THE BANK OF NEW YORK COMPANY, INC. Agenda Number: 932268320
- --------------------------------------------------------------------------------------------------------------------------
Security: 064057102
Meeting Type: Annual
Meeting Date: 12-Apr-2005
Ticker: BK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MR. BIONDI Mgmt For For
MR. DONOFRIO Mgmt For For
MR. HASSELL Mgmt For For
MR. KOGAN Mgmt For For
MR. KOWALSKI Mgmt For For
MR. LUKE Mgmt For For
MR. MALONE Mgmt For For
MR. MYNERS Mgmt For For
MS. REIN Mgmt For For
MR. RENYI Mgmt For For
MR. RICHARDSON Mgmt For For
MR. ROBERTS Mgmt For For
MR. SCOTT Mgmt For For
02 RATIFICATION OF AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shr For Against
VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shr Against For
COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------
THE DAEGU BANK LTD Agenda Number: 700658113
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1859G115
Meeting Type: AGM
Meeting Date: 25-Mar-2005
Ticker:
ISIN: KR7005270004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial statements expected cash Mgmt For *
dividend KRW 275 per share
2.1 Elect Mr. Sang Jang, Kwon as a Director Mgmt For *
2.2 Elect Mr. Young Se, Lee as a Director Mgmt For *
3.1 Elect Mr. Byung Joon, Huh as an Audit Committee Mgmt For *
Member
3.2 Elect Mr. Kyung Jae, Lee as an Audit Committee Mgmt For *
Member
3.3 Elect Mr. Jung Suck, Seo as an Audit Committee Mgmt For *
Member
4. Approve stock option for staff Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LIMITED Agenda Number: 932224986
- --------------------------------------------------------------------------------------------------------------------------
Security: 652487802
Meeting Type: Annual
Meeting Date: 26-Oct-2004
Ticker: NWSA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 SHARE SCHEME MEETING OF PREFERRED SHAREHOLDERS. Mgmt For For
APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE
INFORMATION MEMORANDUM.
02 CAPITAL REDUCTION MEETING. APPROVAL OF THE CAPITAL Mgmt For For
REDUCTION BY CANCELLATION OF ALL SHARES IN
THE COMPANY.
ADS IF YOU MARK THE AGAINST BOX, YOU WILL NOT VOTE Mgmt For For
AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES
AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING
WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY
IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS.
- --------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD Agenda Number: 700593355
- --------------------------------------------------------------------------------------------------------------------------
Security: Q67027138
Meeting Type: EGM
Meeting Date: 26-Oct-2004
Ticker:
ISIN: AU0000NCPDP0
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve, conditional upon approval by shareholders Mgmt For *
of the Share Scheme and by optionholders of
the Option Scheme, the capital of the Company
be reduced by canceling all of the ordinary
shares and all of the preferred shares in the
capital of the Company, such reduction and
cancellation to take effect upon implementation
of the Share Scheme as specified
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. IF HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD Agenda Number: 700593482
- --------------------------------------------------------------------------------------------------------------------------
Security: Q67027138
Meeting Type: CRT
Meeting Date: 26-Oct-2004
Ticker:
ISIN: AU0000NCPDP0
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Share Scheme to be entered into Mgmt For *
between the Company on the one hand and the
ordinary shareholders and preferred shareholders
on the other for the purposes of Section 411
of the Corporations Act 2001, conditional upon
approval by the option holders of the option
scheme and by shareholders of the capital reduction
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
THE READER'S DIGEST ASSOCIATION, INC Agenda Number: 932223845
- --------------------------------------------------------------------------------------------------------------------------
Security: 755267101
Meeting Type: Annual
Meeting Date: 19-Nov-2004
Ticker: RDA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LAWRENCE R. RICCIARDI Mgmt For For
WILLIAM J. WHITE Mgmt For For
ED ZSCHAU Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
THE SERVICEMASTER COMPANY Agenda Number: 932291379
- --------------------------------------------------------------------------------------------------------------------------
Security: 81760N109
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: SVM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERTO R. HERENCIA Mgmt For For
LOUIS J. GIULIANO Mgmt For For
BETTY JANE HESS Mgmt For For
JONATHAN P. WARD Mgmt For For
EILEEN A. KAMERICK Mgmt For For
COLEMAN H. PETERSON Mgmt For For
02 APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION.
03 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
THE SOUTH FINANCIAL GROUP, INC. Agenda Number: 932275995
- --------------------------------------------------------------------------------------------------------------------------
Security: 837841105
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: TSFG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.W. DAVIS Mgmt For For
EDWARD J. SEBASTIAN Mgmt For For
JON W. PRITCHETT Mgmt For For
JOHN C.B. SMITH, JR. Mgmt For For
CHARLES B. SCHOOLER Mgmt For For
MACK I. WHITTLE, JR. Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS TSFG S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 932252567
- --------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 11-Feb-2005
Ticker: DIS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN E. BRYSON Mgmt For For
JOHN S. CHEN Mgmt For For
MICHAEL D. EISNER Mgmt For For
JUDITH L. ESTRIN Mgmt For For
ROBERT A. IGER Mgmt For For
FRED H. LANGHAMMER Mgmt For For
AYLWIN B. LEWIS Mgmt For For
MONICA C. LOZANO Mgmt For For
ROBERT W. MATSCHULLAT Mgmt For For
GEORGE J. MITCHELL Mgmt For For
LEO J. O'DONOVAN, S.J. Mgmt For For
GARY L. WILSON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S REGISTERED PUBLIC ACCOUNTANTS
FOR 2005.
03 TO APPROVE THE 2005 STOCK INCENTIVE PLAN. Mgmt For For
04 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shr For Against
TO GREENMAIL.
05 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shr Against For
TO CHINA LABOR STANDARDS.
- --------------------------------------------------------------------------------------------------------------------------
TIME WARNER INC. Agenda Number: 932306120
- --------------------------------------------------------------------------------------------------------------------------
Security: 887317105
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: TWX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES L. BARKSDALE Mgmt For For
STEPHEN F. BOLLENBACH Mgmt For For
STEPHEN M. CASE Mgmt For For
FRANK J. CAUFIELD Mgmt For For
ROBERT C. CLARK Mgmt For For
JESSICA P. EINHORN Mgmt For For
MILES R. GILBURNE Mgmt For For
CARLA A. HILLS Mgmt For For
REUBEN MARK Mgmt For For
MICHAEL A. MILES Mgmt For For
KENNETH J. NOVACK Mgmt For For
RICHARD D. PARSONS Mgmt For For
R.E. TURNER Mgmt For For
FRANCIS T. VINCENT, JR. Mgmt For For
DEBORAH C. WRIGHT Mgmt For For
02 RATIFICATION OF AUDITORS. Mgmt For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
TOKYO ELECTRON LTD Agenda Number: 700733834
- --------------------------------------------------------------------------------------------------------------------------
Security: J86957115
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: JP3571400005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend 30 yen
2. Amend the Articles of Incorporation Mgmt Against *
3.1 Elect a Director Mgmt For *
3.2 Elect a Director Mgmt For *
3.3 Elect a Director Mgmt For *
3.4 Elect a Director Mgmt For *
3.5 Elect a Director Mgmt For *
3.6 Elect a Director Mgmt For *
3.7 Elect a Director Mgmt For *
3.8 Elect a Director Mgmt For *
3.9 Elect a Director Mgmt For *
3.10 Elect a Director Mgmt For *
3.11 Elect a Director Mgmt For *
3.12 Elect a Director Mgmt For *
4. Appoint a Corporate Auditor Mgmt For *
5. Approve for issuing share subscription rights Mgmt Abstain *
to persons other than shareholders on especially
favorable conditions, with the aim of granting
stock options for stock linked compensation
6. Approve for issuing share subscription rights Mgmt For *
to persons other than shareholders on especially
favorable conditions, with the aim of granting
stock options to executives of TEL s overseas
subsidiaries and other personnel
7. Amend the Compensation to be received by Corporate Mgmt For *
Officers
8. Approve Retirement Bonus for a retiring Corporate Mgmt For *
Auditor; Due to the abolishment of the Retirement
Bonus System, Grant accrued benefits to continuing
Directors and Corporate Auditors
Please note that the Issuer released English Non-Voting No vote
Proxy Statement in regards to this meeting.
Investors can access English Proxy Statement
thru Meeting Material. Thank you.
- --------------------------------------------------------------------------------------------------------------------------
TRANSURBAN GROUP Agenda Number: 700595789
- --------------------------------------------------------------------------------------------------------------------------
Security: Q9194A106
Meeting Type: AGM
Meeting Date: 10-Nov-2004
Ticker:
ISIN: AU000000TCL6
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the combined financial report Non-Voting No vote
of the Companies and the Trust for the YE 30
JUN 2004 Group Accounts and the financial
report of the Companies for the YE 30 JUN 2004
Company Accounts and the reports of the Directors,
the responsible entity of the Trust and the
Auditors on the Group Accounts and the reports
of the Directors and the Auditors on the Company
Accounts
2.a Re-elect Mr. Geoffrey Owen Cosgriff as a Director, Mgmt For *
who retires in accordance with the Constitution
2.b Re-elect Professor Jeremy Davis as a Director, Mgmt For *
who retires in accordance with the Constitution
S.3 Approve to change the name of the Company from Mgmt For *
Transurban Infrastructure Developments Limited
to Transurban Limited effective from the
date that the Australian Securities and Investments
Commission alters the details of the Company
s registration
PLEASE NOTE THAT THIS IS A UNITHOLDERS MEETING. Non-Voting No vote
THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
UFJ HOLDINGS INC, TOKYO Agenda Number: 700751298
- --------------------------------------------------------------------------------------------------------------------------
Security: J9400N106
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3944300007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS THE FOURTH ANNUAL GENERAL Non-Voting No vote
SHAREHOLDERS MEETING AND THE CLASS SHAREHOLDERS
MEETING OF SHAREHOLDERS OF ORDINARY SHARES
A.1 Approval of the plan for disposition of loss Mgmt For *
for the fourth fiscal year
A.2 Partial amendment to the Articles of Incorporation Mgmt For *
A.3 Approval of the merger agreement between the Mgmt For *
Company and Mitsubishi Tokyo Financial Group,
Inc.
A.4.1 Election of Mr. Iwao Okijima as a Director Mgmt For *
A.4.2 Election of Mr. Hiroshi Hamada as a Director Mgmt For *
A.4.3 Election of Mr. Shosaku Yasui as a Director Mgmt For *
A.4.4 Election of Mr. Ryosuke Tamakoshi as a Director Mgmt For *
A.4.5 Election of Mr. Toshihide Mizuno as a Director Mgmt For *
A.4.6 Election of Mr. Takamune Okihara as a Director Mgmt For *
A.4.7 Election of Mr. Shintaro Yasuda as a Director Mgmt For *
A.5.1 Election of Mr. Hideo Fujino as a Corporate Mgmt For *
Auditor
A.5.2 Election of Mr. Haruo Matsuki as a Corporate Mgmt For *
Auditor
A.5.3 Election of Mr. Kunie Okamoto as a Corporate Mgmt For *
Auditor
A.5.4 Election of Mr. Yoshiharu Hayakawa as a Corporate Mgmt For *
Auditor
C.1 Matters concerning the approval of the merger Mgmt For *
agreement between the Company and Mitsubishi
Tokyo Financial Group, Inc
- --------------------------------------------------------------------------------------------------------------------------
UNITED PARCEL SERVICE, INC. Agenda Number: 932278662
- --------------------------------------------------------------------------------------------------------------------------
Security: 911312106
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: UPS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN J. BEYSTEHNER Mgmt For For
MICHAEL L. ESKEW Mgmt For For
JAMES P. KELLY Mgmt For For
ANN M. LIVERMORE Mgmt For For
GARY E. MACDOUGAL Mgmt For For
VICTOR A. PELSON Mgmt For For
LEA N. SOUPATA Mgmt For For
JOHN W. THOMPSON Mgmt For For
CAROL B. TOME Mgmt For For
BEN VERWAAYEN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS UPS S AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
UNITED STATIONERS INC. Agenda Number: 932303821
- --------------------------------------------------------------------------------------------------------------------------
Security: 913004107
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: USTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD W. GOCHNAUER Mgmt For For
DANIEL J. GOOD Mgmt For For
JOHN J. ZILLMER Mgmt For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR 2005.
03 APPROVAL OF THE AMENDED AND RESTATED MANAGEMENT Mgmt For For
INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda Number: 932235535
- --------------------------------------------------------------------------------------------------------------------------
Security: 913247508
Meeting Type: Annual
Meeting Date: 15-Nov-2004
Ticker: UCOMA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT R. BENNETT Mgmt For For
BERNARD G. DVORAK Mgmt For For
DAVID B. KOFF Mgmt For For
02 APPROVAL OF AMENDMENT TO INCREASE NUMBER OF Mgmt For For
SHARES OF COMMON STOCK RESERVED FOR EQUITY
INCENTIVE PLAN BY 20,000,000.
03 RATIFICATION OF THE SELECTION OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
- --------------------------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda Number: 932347417
- --------------------------------------------------------------------------------------------------------------------------
Security: 913247508
Meeting Type: Special
Meeting Date: 14-Jun-2005
Ticker: UCOMA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JANUARY 17, 2005, AMONG LIBERTY
MEDIA INTERNATIONAL, INC., THE COMPANY, LIBERTY
GLOBAL, INC., CHEETAH ACQUISITION CORP. AND
TIGER GLOBAL ACQUISITION CORP.
- --------------------------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM Agenda Number: 700584293
- --------------------------------------------------------------------------------------------------------------------------
Security: N9202Y107
Meeting Type: EGM
Meeting Date: 07-Sep-2004
Ticker:
ISIN: NL0000390854
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS SHARES HAVE NO VOTING Non-Voting No vote
RIGHTS. THANK YOU
1. Opening Non-Voting No vote
2. Approve the best practice regulations of the Non-Voting No vote
Corporate Governance Code
3. Closing Non-Voting No vote
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VEDIOR NV, AMSTERDAM Agenda Number: 700703235
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Security: N9202Y107
Meeting Type: EGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: NL0000390854
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening Non-Voting No vote
2. Approve to make recommendations for the appointment Mgmt For *
of a Member of the Board of the Stichting Administratiekantoor
of ordinary Shares Vedior
3. Questions Other For *
4. Closing Non-Voting No vote
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VEDIOR NV, AMSTERDAM Agenda Number: 700691543
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Security: N9202Y107
Meeting Type: AGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: NL0000390854
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 207989 DUE TO CHANGE IN VOTING STATUS. THANK
YOU.
1. Opening Non-Voting No vote
2. Approve the annual report and the accounts 2004: Mgmt For *
report by the Management Board and preceding
advice by Supervisory Board; report of Stichting
Administratiekantoor van gewone aandelen Vedior
; adoption of the annual account 2004; and
to make a payment out of the distributable
part of the shareholders equity
3. Grant discharge to the Board of Directors and Mgmt For *
the Supervisory Board
4. Approve the Corporate Governance Mgmt For *
5. Approve to extend the authorization of the Management Mgmt Against *
Board to issue shares and restrict or exclude
the pre-emptive rights
6. Authorize the Management Board to purchase Mgmt For *
depository receipts for the Company s own
shares for an 18 months period
7. Re-appoint Mr. D. Sinninghe Damste as a Member Mgmt For *
of the Supervisory Board
8. Approve the remuneration of the Supervisory Mgmt For *
Board
9. Approve to reduce the capital by redemption Mgmt For *
of: a) preference shares A and b) preference
shares B
10. Amend the Articles of Association Mgmt For *
11. Any other business Other For *
12. Close Non-Voting No vote
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VEOLIA ENVIRONNEMENT Agenda Number: 700683483
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Security: F9686M107
Meeting Type: MIX
Meeting Date: 12-May-2005
Ticker:
ISIN: FR0000124141
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE MEETING HELD ON 02 MAY Non-Voting No vote
2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 12 MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
O.1 Approve the Board of Directors and the general Mgmt For *
report of the Statutory Auditors, the financial
statements for the year 2004 in the form presented
to the meeting
O.2 Approve the consolidated financial statements Mgmt For *
for the said FY in the form presented to the
meeting
O.3 Approve the non-deductible fees and expenses Mgmt For *
of EUR 2,171,129.00 eral Des Impots
O.4 Approve to transfer the amount of EUR 200,000,000.00 Mgmt For *
from the special reserve on long-term capital
gains to an ordinary reserve account other
reserves account by 31 DEC 2005; following
this transfer, the special reserve on long-term
capital gains the special reserve on long-term
capital gains will amount to EUR 118,823,440.00;
the amount of EUR 4,987,500.00 corresponding
to the special tax was posted to the retained
earnings account on 31 DEC 2004, thus raising
this account to EUR 461,037,241.00; the amount
of the special tax shall be charged in 2005
to the ordinary reserve account, thus amounting
to EUR 195,012,500.00
O.5 Approve the recommendations of the Board of Mgmt For *
Directors and resolves to appropriate the distributable
profits as follows: profits for the FY: EUR
525,658,051.00 prior retained earnings: EUR
461,037,241.00 distributable profits: EUR 986,695,292.00
to be allocated as follows: legal reserve:
EUR 26,282,903.00 global dividend: EUR 276,366,948.00
carry forward account: EUR 684,045,441.00 the
shareholders will receive a net dividend of
EUR 0.68 per share, eligible for the 50% allowance;
this dividend will be paid on 27 MAY 2005
O.6 Approve the special report of the Auditors on Mgmt For *
agreements Governed by Article L.225-38 of
the French Commercial Code
O.7 Approve to renew Barbier Frinault and CIE, Ernst Mgmt For *
and Young as the Statutory Auditor for a period
of 6 years
O.8 Appoint the Firm Auditex as the Depury Auditor Mgmt For *
for a period of 6 years
O.9 Authorizes the Board of Directors to trade in Mgmt For *
the Company s shares on the stock market, as
per the following conditions: maximum purchase
price: EUR 37.00, maximum number of shares
to be traded: 10% of the shares comprising
the share capital; and approve to delegates
all powers to the Board of Directors to take
all necessary measures and accomplish all necessary
formalities; Authority expires at the end
of 18 months
O.10 Approve to cancel the delegation set forth in Mgmt For *
Resolution O.7 and given by the CGM of 12 MAY
2004 in order to issue bonds
E.11 Approve to delegate all powers to the Board Mgmt For *
of Directors to increase in one or more transactions,
in France or abroad, the share capital by a
maximum nominal amount of EUR 1,000,000,000.00
with the issue, with maintenance of the shareholders
preferential rights of subscription, of shares
not including preference shares and securities
giving access to the Company capital to be
subscribed either in cash or by the offsetting
of debts, or by way of capitalizing retained
earnings, income or profits; it is worth noting
that the overall nominal maximum amount of
capital increases carried out under this delegation
of authority and the ones of Resolutions from
E.12 to E.17 is set at EUR 2,700,000,000.00;
the general meeting delegates all powers to
the Board of Directors to take all necessary
measures and accomplish all necessary formalities;
Authority expires at the end of 26 months
E.12 Approve to delegate all powers to the Board Mgmt Against *
of Directors to increase in one or more transactions,
in France or abroad, the share capital by a
maximum nominal amount of EUR 1,000,000,000.00
with the issue, with waiver of the shareholders
preferential rights of subscription, of shares
not including preference shares and securities
giving access to the Company capital to be
subscribed either in cash or by the offsetting
of debts, or by way of capitalizing retained
earnings, income or profits; these securities
can notably be issued in consideration for
securities tendered in a public exchange offer;
it cancels all earlier authorizations to the
same effect; the general meeting delegates
all powers to the Board of Directors to take
all necessary measures and accomplish all necessary
formalities; Authority expires at the end
of 26 months
E.13 Approve to delegate the Board of Directors all Mgmt For *
powers in order to increase the share capital,
in one or more transactions, by a maximum nominal
amount of EUR 370,000,000.00, by way of capitalizing
retained earnings, premiums or any other capitalizable
items, to be carried out through the issue
of bonus shares or the raise of the par value
of the existing shares or by utilizing both
methods; it cancels all earlier authorizations
to the same effect; the general meeting delegates
all powers to the Board of Directors to take
all necessary measures and accomplish all necessary
formalities; Authority expires at the end
of 26 months
O.14 Approve to resolve that, the Board of Directors Mgmt Against *
may decide to increase the number of securities
to be issued in the event of a capital increase
with or without the preferential rights of
subscription of the shareholders, within the
limit of 15% of the initial issue; the nominal
amount of capital increases set forth in the
present resolution shall count against the
overall value set forth in Resolution E.11
i.e. EUR 1,000,000,000.00; Authority expires
at the end of 26 months
E.15 Authorize the Board of Directors to increase Mgmt For *
the share capital, in one or more transactions,
by way of issuing shares and securities giving
access to the capital in favour of the Company
s employees who are Members of a Company Saving
Plan and for an amount which shall not exceed
EUR 15,000,000.00; it cancels for the portion
unused, all earlier delegations to the same
effect; and to proceed with allocations free
securities giving access to the capital or
to be issued, reserved for the beneficiaries
above mentioned; authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities; Authority expires
at the end of 26 months
E.16 Approve to delegate the Board of Directors all Mgmt For *
powers to grant, in one or more transactions,
to the Company and its subsidiaries employees
and Officers, options giving the right either
to subscribe for new shares in the Company
to be issued through a share capital increase.
Or to purchase existing shares purchased by
the Company, it being provided that the options
shall not five rights to a total number of
shares, which shall exceed 1% of the share
capital; it cancels for the portion unused,
all earlier authorizations to the same effect;
authorize the Board of Directors to take all
necessary measures and accomplish all necessary
formalities; Authority expires at the end
of 26 months
O.17 Authorize the Board of Directors to proceed Mgmt For *
with allocations free of charge of Company
s existing ordinary shares or to be issued
not including preference shares , in favour
of the Company and its subsidiaries employees
or the Officers provided that they shall not
represent more than 0.5% of the share capital;
authorize the Board of Directors to take all
necessary measures and accomplish all necessary
formalities; Authority expires at the end
of 14 months
O.18 Grant all powers to the Board of Directors to Mgmt For *
reduce the share capital by canceling the shares
held by the Company in connection with a Stock
Purchase Plan, provided that the total number
of shares cancelled in the 24 months does not
exceed 10% of the capital; it cancels for the
portion unused, all earlier authorizations
to the same effect; approve to delegate all
powers to the Board of Directors to take all
necessary measures and accomplish all necessary
formalities; Authority expires at the end
of 26 months
O.19 Approve to set 1% or a multiple of this fraction Mgmt For *
the obligation of declaration of exceeding
the threshold and to make easier the provisions
referring to the identification of the Company
s shareholders; and amend the Article Association
Number 9
O.20 Grant all powers to bearer of a copy or an extract Mgmt For *
of the minutes of this meeting in order to
accomplish all formalities, filings and registrations
prescribed by law
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
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VERISIGN, INC. Agenda Number: 932326045
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Security: 92343E102
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: VRSN
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SCOTT G. KRIENS Mgmt For For
LEN J. LAUER Mgmt For For
STRATTON D. SCLAVOS Mgmt For For
02 PROPOSAL TO AMEND THE 1998 DIRECTORS STOCK OPTION Mgmt Against Against
PLAN TO INCREASE THE SIZE OF INITIAL OPTION
GRANTS AND ANNUAL OPTION GRANTS TO NON-EMPLOYEE
DIRECTORS TO 50,000 SHARES AND 25,000 SHARES,
RESPECTIVELY.
03 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005.
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VODAFONE GROUP PLC Agenda Number: 700562817
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Security: G93882101
Meeting Type: AGM
Meeting Date: 27-Jul-2004
Ticker:
ISIN: GB0007192106
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Financial statements - Receive the financial Mgmt For *
statements for the financial year which ended
on 31 MAR 2004 together with the reports of
the Directors and the Auditors
2. Remuneration Report - In accordance with the Mgmt For *
Directors Remuneration Report Regulations
2002, the Board submits the Remuneration Report
to a vote of shareholders. In accordance with
the Regulations, the approval of the Remuneration
Report is proposed as an Ordinary Resolution.
In 2003, the resolution to approve the Remuneration
Report was passed by a significant majority.
The current Remuneration Policy was produced
following extensive consultation with shareholders
and institutional bodies in 2001 and 2002.
In the two years since the Policy was introduced,
the Chairman and the Chairman of the Remuneration
Committee have maintained proactive annual
dialogue on remuneration matters with the Company
s major shareholders and relevant institutions.
The objective of this dialogue is to provide
information about the Company and our views
on remuneration issues and to listen to shareholders
views on any proposed adjustments to policy
implementation; The Remuneration Committee
strives to ensure that the Policy provides
a strong and demonstrable link between incentives
and the Company s strategy and sets a framework
for remuneration that is consistent with the
Company s scale and scope. As a result of this
year s review, the Remuneration Committee has
concluded that the existing policy continues
to serve the Company and shareholders well
and will remain in place for the year ending
31 MAR 2005. The Committee has also reviewed
the effectiveness of the current policy and
is satisfied that the incentive plans have
delivered, or are forecast to deliver, rewards
that are consistent with the Company s performance
achievement
3. Re-election of Director - In accordance with Mgmt For *
the Company s Articles of Association, Peter
Bamford, an Executive Director, is required
to retire, which he does, and, pursuant to
Resolution 3, offers himself for re-election
4. Re-election of Director - In accordance with Mgmt For *
the Company s Articles of Association, Julian
Horn-Smith, an Executive Director, is required
to retire, which he does, and, pursuant to
Resolution 4, offers himself for re-election
5. Re-election of Director - In accordance with Mgmt For *
the Company s Articles of Association, Sir
David Scholey, a Non-executive Director, is
required to retire, which he does, and, pursuant
to Resolution 5, offers himself for re-election
6. Election of Director - In accordance with the Mgmt For *
Company s Articles of Association one of the
Company s Non-executive Directors, Luc Vandevelde,
having been appointed as a Director during
the year, is required to retire, which he does,
and, pursuant to Resolution 6, offers himself
for election
7. 7. Final dividend - This Resolution seeks shareholder Mgmt For *
approval to the final ordinary dividend recommended
by the Directors. The Directors are proposing
a final dividend of 1.0780 pence per ordinary
share. An interim dividend of 0.9535 pence
per ordinary share was paid on 6 FEB 2004,
making a total dividend for the year of 2.0315
pence per ordinary share. If approved, the
dividend will be paid on 6 AUG 2004 to shareholders
on the ordinary register as of 4 JUN 2004
8. Auditors - The Company is required to appoint Mgmt For *
Auditors at each general meeting at which accounts
are presented, to hold office until the end
of the next such meeting. Resolution 8, which
is recommended by the Audit Committee, proposes
the re-appointment of the Company s existing
Auditors, Deloitte & Touche LLP
9. Auditors - The Company is required to appoint Mgmt For *
Auditors at each general meeting at which accounts
are presented, to hold office until the end
of the next such meeting. Resolution 9 follows
best practice in corporate governance by separately
seeking authority for the Audit Committee to
determine their remuneration
10. Political Donations - This Resolution seeks Mgmt For *
authority from shareholders to enable the Company
to make donations or incur expenditure which
it would otherwise be prohibited from making
or incurring following the coming into effect
of the Political Parties, Elections and Referendums
Act 2000 (the Act ). Amongst other things,
the Act prohibits the Company from making donations
to EU Political Organizations in the period
of 12 months following the Company s Annual
General Meeting (and each succeeding 12 month
period) in excess of an aggregate of GBP 5,000
unless the Company has been authorized to make
such donations by its shareholders. The Company
has no intention of changing its current practice
of not making political donations and will
not do so without the specific endorsement
of shareholders. However, the Act defines EU
Political Organizations widely to include,
amongst other things, organizations which carry
on activities which are capable of being reasonably
regarded as intended to affect public support
for a political party in any EU member state
or to influence voters in relation to any referendum
in any EU member state. As a result, it is
possible that EU Political Organizations may
include, for example, bodies concerned with
policy review and law reform, with the representation
of the business community or sections of it
or with the representation of other communities
or special interest groups which it may be
in the Group s interest to support. The Act
requires that this authorizing Resolution should
not purport to authorize particular donations
or expenditure. However, the Act also requires
disclosure in the Annual Report of the Company
of particulars in respect of any donation made
to an EU Political Organization or any EU Political
Expenditure incurred which is in excess of
GBP 200 and if any such donation is made or
expenditure incurred this will be disclosed
in the Company s Annual Report for next year
and, as appropriate, succeeding years. The
Company considers that the authority sought
under Resolution 10 to allow it or its subsidiaries
to incur this type of expenditure up to an
aggregate limit of GBP 100,000 is necessary,
principally to ensure that, because of the
uncertainty over which bodies are covered by
the definition of EU Political Organization,
the Company does not unintentionally breach
the Act. No donations or expenditure of the
type requiring disclosure under the Act were
made in the year ended 31 MAR 2004 nor are
any contemplated but, on a precautionary basis,
the directors believe it is appropriate to
request the authority sought
11. Authority to allot shares - Under Section 80 Mgmt For *
of the Companies Act 1985, Directors are, with
certain exceptions, unable to allot relevant
securities without the authority of the shareholders
in a general meeting. Relevant securities as
defined in the Companies Act 1985 include the
Company s ordinary shares or securities convertible
into the Company s ordinary shares. This Resolution
authorizes the Directors to allot up to 9,000,000,000
ordinary shares for the period ending on the
earlier of 27 OCT 2005 or the Company s Annual
General Meeting in 2005. The authority represents
approximately 13.2% of the share capital in
issue at 24 MAY 2004. This percentage excludes
800,000,000 ordinary shares held in treasury
at that date, which represented 1.2% of the
share capital in issue at 24 MAY 2004. This
authority complies with guidelines issued by
investor bodies. The Directors have no immediate
plans to make use of this authority, other
than to fulfill the Company s obligations under
its executive and employee share plans
S.12 Disapplication of pre-emption rights - Section Mgmt For *
89 of the Companies Act 1985 imposes restrictions
on the issue of equity securities (as defined
in the Companies Act 1985, which include the
Company s ordinary shares) which are, or are
to be, paid up wholly in cash and not first
offered to existing shareholders. The Company
s Articles of Association allow shareholders
to authorize Directors for a period up to five
years to allot (a) relevant securities generally
up to an amount fixed by the shareholders and
(b) equity securities for cash other than in
connection with a rights issue up to an amount
specified by the shareholders and free of the
restriction in Section 89. In accordance with
institutional investor guidelines the amount
of equity securities to be issued for cash
other than in connection with a rights issue
is restricted to 5% of the existing issued
ordinary share capital. Resolution 12 is conditional
on Resolution 11 having been passed and will
be proposed as a special resolution. It authorizes
the Directors to allot up to 3,300,000,000
ordinary shares for cash without first being
required to offer them to existing shareholders
for the period ending on the earlier of 27
OCT 2005 or the Company s Annual General Meeting
in 2005. The authority represents approximately
4.83% of the share capital in issue at 24 MAY
2004 and complies with guidelines issued by
investor bodies. The Directors have no immediate
plans to make use of this authority, other
than to fulfill the Company s obligations under
its executive and employee share plans
S.13 Approval of market purchases of ordinary shares Mgmt For *
- In certain circumstances it may be advantageous
for the Company to purchase its own shares.
Resolution 13, which will be proposed as a
special resolution, approves the purchase by
the Company of up to 6,600,000,000 ordinary
shares at a price not exceeding 105% of the
average middle market closing price of such
shares on the five dealing days prior to the
date of purchase. Similar resolutions have
been approved by shareholders at previous Annual
General Meetings of the Company. The Directors
will use this authority only after careful
consideration, taking into account market conditions
prevailing at the time, other investment opportunities,
appropriate gearing levels and the overall
position of the Company. The Directors will
only purchase such shares after taking into
account the effects on earnings per share and
the benefit for shareholders. Resolution 13
specifies the maximum number of shares which
may be acquired and the maximum and minimum
prices at which they may be bought. The Directors
intend to seek the renewal of these powers
at subsequent Annual General Meetings. The
total number of options to subscribe for shares
outstanding at 24 MAY 2004 was 1,349,727,388.
This represents 1.98% of the issued capital
at that date. If the Company was to buy back
the maximum number of shares permitted pursuant
to this Resolution, then the total number of
options to subscribe for shares outstanding
at 24 MAY 2004 would represent 2.2% of the
reduced issued share capital. The Companies
(Acquisition of Own Shares) (Treasury Shares)
Regulations 2003 (the Regulations ) came into
force on 1 DEC 2003. The Regulations allow
companies to hold such shares acquired by way
of market purchase in treasury rather than
having to cancel them. No dividends are paid
on shares while held in treasury and no voting
rights attach to treasury shares. Whilst in
treasury, the shares are treated as if cancelled.
On 18 NOV 2003, the Company announced its intention
to implement a share purchase programme and
the Directors allocated GBP 2.5 billion to
the programme. On various dates beginning on
1 DEC 2003, the Company has made market purchases
of its ordinary shares in accordance with the
approval given by shareholders at the Annual
General Meeting on 30 JUL 2003. As at 31 MAR
2004, GBP 1.1 billion of ordinary shares had
been purchased in this way and held in treasury.
S.14 Approval of contingent purchase contracts and Mgmt For *
off-market purchases by the Company of ordinary
shares - Under the rules of the UK Listing
Authority (the Listing Rules) the Company may
not purchase its shares at a time when any
Director is in receipt of unpublished price
sensitive information about the Company. Accordingly,
no purchases of shares were made in the period
from 1 APR 2004 up to the announcement of the
full year results on 25 MAY 2004 or at certain
other times when the Directors might have been
in receipt of unpublished price sensitive information.
This inevitably reduced the number of shares
the Company was able to purchase under the
share purchase programme. In order to ensure
maximum flexibility to utilize the increased
share purchase programme the Company has considered
a number of methods to allow it to buy shares
from 1 OCT 2004 to the announcement of its
interim results and from 1 APR 2005 to the
announcement of its full year results (the
Close Periods). One method is for the Company
to sell put options (a contract which gives
one party the option to require the other to
purchase shares at a predetermined price on
a set date in the future) prior to Close Periods,
with the exercise dates for such put options
falling in the next Close Period (the Put Options).
This would effectively allow the Company to
purchase shares, provided the Put Options were
exercised, without breaching the Listing Rules.
Another method to purchase shares, which does
not require shareholder approval, would be
to place irrevocable market orders with counterparties
prior to the Close Period. Under the provisions
of sections 164 and 165 of the Companies Act
1985, the Put Options are contingent purchase
contracts and off-market purchases by the Company
and accordingly Resolution 14, which will be
proposed as a special resolution, seeks shareholder
approval to the terms of the contracts (the
Contingent Purchase Contracts) to be entered
into between the Company and each of Barclays
Bank PLC, CALYON, Citigroup Global Markets
U.K. Equity Limited, Commerzbank AG, Deutsche
Bank AG London Branch, J.P. Morgan Securities
Ltd., Lehman Brothers International (Europe),
The Toronto-Dominion Bank London Branch and
UBS AG (each a Bank), drafts of which will
be produced to the AGM.* Each Contingent Purchase
Contract will consist of three documents: a
standard ISDA Master Agreement and Schedule
plus a form of confirmation.* Each Contingent
Purchase Contract will give the Bank the right,
but not the obligation, to require the Company
to purchase up to a maximum of 25 million of
the Company s ordinary shares.* Each Contingent
Purchase Contract will be entered into outside
a Close Period but be exercisable during the
next Close Period by the Bank. Accordingly,
the minimum and maximum amount of time between
a Contingent Purchase Contract being entered
into and the Put Option potentially being exercised
is 1 day and 5 months respectively.* Should
shareholder approval be granted, any number
of Contingent Purchase Contracts may be entered
into with each Bank at any time, provided that:
- the total maximum number of shares which
the Company can be obliged to purchase pursuant
to all the Contingent Purchase Agreements is
660 million; - the total cost of the shares
that the Company purchases does not exceed
GBP 750 million (including costs but after
deducting premia received); - the maximum price
(excluding expenses) that can be paid for any
share is an amount equal to 105% of the average
middle market closing price of the Company
s shares as derived from the Official List
of the London Stock Exchange for the five days
immediately preceding the day on which the
Contingent Purchase Contract was entered into
and will be less than the middle market share
price at the time the Contingent Purchase Contract
was entered into; - the minimum price that
can be paid for any share is USD 0.10; and
- only one Contingent Purchase Contract will
settle on any particular day.* Under each Contingent
Purchase Contract a premium is payable in advance
by the Bank to the Company. The premium will
be fixed in accordance with a formula, the
inputs for which will be based on market prices
for the Company s share price and the risk
free rate for Sterling. The Company will choose
the purchase price and the time to maturity
of the option, both subject to the restrictions
above. The formula is based on the Black-Scholes
formula, which is commonly used to price options.
All the inputs to this formula, with the exception
of volatility, are taken from public information
sources, such as Bloomberg or Reuters. The
Bank will provide the volatility on the day
on which the Contingent Purchase Contract is
entered into with such Bank. The Company will
not enter into a Contingent Purchase Contract
if the annualized volatility of its ordinary
shares is less than 20 per cent, which is less
than its recent levels.* Shares purchased via
a Contingent Purchase Contract will reduce
the number of shares that the Company will
purchase under Resolution 13 above. No shares
will be purchased under Resolution 13 on the
same day that a Contingent Purchase Contract
is entered into.* The authority granted to
the Company under this Resolution will expire
at the conclusion of the AGM of the Company
held in 2005 or on 27 OCT 2005, whichever is
earlier, unless such authority was renewed
prior to that time (except in relation to the
purchase of ordinary shares the Contingent
Purchase Contract for which was concluded before
the expiry of such authority and which might
be executed wholly or partly after such expiry).*
The Contingent Purchase Contracts will always,
where the Put Option is exercised, be physically
settled by delivery of shares to the Company
(except in the case of certain events of default).*
The Companies (Acquisition of Own Shares) (Treasury
Shares) Regulations 2003 allow companies to
hold such shares acquired by way of market
purchase in treasury. The Company will hold
any of its own shares that it purchases pursuant
to the authority conferred by this Resolution
as treasury stock. This would give the Company
the ability to re-issue treasury shares quickly
and cost-effectively and would provide the
Company with additional flexibility in the
management of its capital base. No dividends
will be paid on shares whilst held in treasury
and no voting rights will attach to the treasury
shares. Whilst in treasury, the shares are
treated as if cancelled. The total number
of options to subscribe for shares outstanding
at 24 MAY 2004 was 1,349,727,388. This represents
1.98% of the issued capital at that date. If
the Company was to buy back the maximum number
of shares permitted pursuant to this Resolution,
then the total number of options to subscribe
for shares outstanding at 24 MAY 2004 would
represent 2.2% of the reduced share capital.
The Directors will use this authority only
after careful consideration, taking into account
market conditions prevailing at the time, other
investment opportunities, appropriate gearing
levels and the overall financial position of
the Company. The Directors will only purchase
such shares after taking into account the effects
on earnings per share and the benefit for shareholders
- --------------------------------------------------------------------------------------------------------------------------
W. R. BERKLEY CORPORATION Agenda Number: 932314456
- --------------------------------------------------------------------------------------------------------------------------
Security: 084423102
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: BER
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RODNEY A. HAWES, JR. Mgmt For For
JACK H. NUSBAUM Mgmt For For
MARK L. SHAPIRO Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR W.R. BERKLEY CORPORATION FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
WAL-MART DE MEXICO SA DE CV, MEXICO Agenda Number: 700641726
- --------------------------------------------------------------------------------------------------------------------------
Security: P98180105
Meeting Type: OGM
Meeting Date: 24-Feb-2005
Ticker:
ISIN: MXP810081010
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the administrative council President Mgmt For *
s report
2. Receive the Auditing Committee s report Mgmt For *
3. Receive the Commissioner s report Mgmt For *
4. Receive and approve the financial documents Mgmt For *
corresponding to FY beginning 01 JAN 2004 and
ending 31 DEC 2004
5. Receive the report of the situation of the reserves Mgmt For *
for the repurchase of shares
6. Approve to cancel 105,254,300 Company shares Mgmt For *
currently held in treasury
7. Approve the allocation of profits Mgmt For *
8. Approve the dividend to be paid, at the option Mgmt For *
of the shareholder, as a cash dividend of MXN
0.63 per share, or as a stock dividend at a
ratio to be determined based on the closing
price of Series V shares on 15 MAR 2005;
proposed pay date of this dividend is 01 APR
2005
9. Approve an increase of the Company s variable Mgmt For *
capital, through the emission of up to 137,613,254
common shares, to be used exclusively for the
payment of the stock dividend; the increase
of capital will be up to MXN 2,752,265,080
10. Approve the reformation of the Fifth Clause Mgmt For *
of the Company By-laws
11. Approve the employee stock purchase report Mgmt For *
12. Receive the Wal-Mart of Mexico Foundation s Mgmt For *
report
13. Ratify the performance of the Administrative Mgmt For *
Council during the FY beginning on 01 JAN 2005
and ending on 31 DEC 2004
14. Ratify the Members of the Administrative Council Mgmt For *
and the Company Commissioners
15. Approve the resolutions in the minutes of the Mgmt For *
meeting
- --------------------------------------------------------------------------------------------------------------------------
WALGREEN CO. Agenda Number: 932233896
- --------------------------------------------------------------------------------------------------------------------------
Security: 931422109
Meeting Type: Annual
Meeting Date: 12-Jan-2005
Ticker: WAG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID W. BERNAUER Mgmt For For
WILLIAM C. FOOTE Mgmt For For
JAMES J. HOWARD Mgmt For For
ALAN G. MCNALLY Mgmt For For
CORDELL REED Mgmt For For
JEFFREY A. REIN Mgmt For For
DAVID Y. SCHWARTZ Mgmt For For
JOHN B. SCHWEMM Mgmt For For
MARILOU M. VON FERSTEL Mgmt For For
CHARLES R. WALGREEN III Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 SHAREHOLDER PROPOSAL TO AMEND THE BY-LAWS TO Shr Against For
SEPARATE THE POSITIONS OF CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER.
- --------------------------------------------------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD. Agenda Number: 932286316
- --------------------------------------------------------------------------------------------------------------------------
Security: G95089101
Meeting Type: Annual
Meeting Date: 13-May-2005
Ticker: WFT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NICHOLAS F. BRADY Mgmt For For
DAVID J. BUTTERS Mgmt For For
BERNARD J. DUROC-DANNER Mgmt For For
SHELDON B. LUBAR Mgmt For For
WILLIAM E. MACAULAY Mgmt For For
ROBERT B. MILLARD Mgmt For For
ROBERT K. MOSES, JR. Mgmt For For
ROBERT A. RAYNE Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005, AND AUTHORIZATION
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ERNST & YOUNG LLP S REMUNERATION.
- --------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 932269055
- --------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: WFC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.A. BLANCHARD III Mgmt For For
SUSAN E. ENGEL Mgmt For For
ENRIQUE HERNANDEZ, JR. Mgmt For For
ROBERT L. JOSS Mgmt For For
REATHA CLARK KING Mgmt For For
RICHARD M. KOVACEVICH Mgmt For For
RICHARD D. MCCORMICK Mgmt For For
CYNTHIA H. MILLIGAN Mgmt For For
PHILIP J. QUIGLEY Mgmt For For
DONALD B. RICE Mgmt For For
JUDITH M. RUNSTAD Mgmt For For
STEPHEN W. SANGER Mgmt For For
SUSAN G. SWENSON Mgmt For For
MICHAEL W. WRIGHT Mgmt For For
02 PROPOSAL TO APPROVE THE COMPANY S AMENDED AND Mgmt For For
RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN.
03 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR 2005.
04 STOCKHOLDER PROPOSAL REGARDING PAYDAY LENDING. Shr Against For
05 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr Against For
AND PREDATORY LENDING.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE SHARES. Shr Against For
07 STOCKHOLDER PROPOSAL REGARDING CHIEF EXECUTIVE Shr Against For
OFFICER COMPENSATION.
08 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr Against For
BOARD CHAIR AND CEO POSITIONS.
- --------------------------------------------------------------------------------------------------------------------------
WILLIAMS-SONOMA, INC. Agenda Number: 932309544
- --------------------------------------------------------------------------------------------------------------------------
Security: 969904101
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: WSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. HOWARD LESTER Mgmt For For
EDWARD A. MUELLER Mgmt For For
SANJIV AHUJA Mgmt For For
ADRIAN D.P. BELLAMY Mgmt For For
PATRICK J. CONNOLLY Mgmt For For
ADRIAN T. DILLON Mgmt For For
JEANNE P. JACKSON Mgmt For For
MICHAEL R. LYNCH Mgmt For For
RICHARD T. ROBERTSON Mgmt For For
02 THE AMENDMENT AND RESTATEMENT OF THE WILLIAMS-SONOMA, Mgmt For For
INC. 2001 INCENTIVE BONUS PLAN SO THAT WE MAY
CONTINUE TO USE THE 2001 INCENTIVE BONUS PLAN
TO ACHIEVE THE COMPANY S GOALS AND CONTINUE
TO RECEIVE A FEDERAL INCOME TAX DEDUCTION FOR
CERTAIN COMPENSATION PAID UNDER THE 2001 INCENTIVE
BONUS PLAN.
03 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JANUARY 29, 2006.
- --------------------------------------------------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS LIMITED Agenda Number: 932293599
- --------------------------------------------------------------------------------------------------------------------------
Security: G96655108
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: WSH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GORDON M. BETHUNE Mgmt For For
WILLIAM W. BRADLEY Mgmt For For
JOSEPH A. CALIFANO, JR. Mgmt For For
JAMES R. FISHER Mgmt For For
PERRY GOLKIN Mgmt For For
PAUL M. HAZEN Mgmt For For
WENDY E. LANE Mgmt For For
JAMES F. MCCANN Mgmt For For
SCOTT C. NUTTALL Mgmt For For
JOSEPH J. PLUMERI Mgmt For For
DOUGLAS B. ROBERTS Mgmt For For
02 REAPPOINTMENT AND REMUNERATION OF DELOITTE & Mgmt For For
TOUCHE AS INDEPENDENT AUDITORS
03A AMENDMENTS TO THE 2001 SHARE PURCHASE AND OPTION Mgmt Against Against
PLAN: INCREASE IN THE NUMBER OF SHARES AVAILABLE
03B AMENDMENTS TO THE 2001 SHARE PURCHASE AND OPTION Mgmt Against Against
PLAN: INCLUSION OF NON-EMPLOYEE DIRECTORS IN
THE 2001 PLAN
04 ADOPTION OF THE WILLIS GROUP SENIOR MANAGEMENT Mgmt Against Against
INCENTIVE PLAN
05A AMENDMENTS TO THE COMPANY S BYE-LAWS: BYE-LAW Mgmt For For
133(II), INCREASE IN MAXIMUM RECORD DATE PERIOD
05B AMENDMENTS TO THE COMPANY S BYE-LAWS: BYE-LAW Mgmt For For
149 SUBSTITUTION OF MAY EXTENT PERMITTED BY
LAW
- --------------------------------------------------------------------------------------------------------------------------
XL CAPITAL LTD Agenda Number: 932293727
- --------------------------------------------------------------------------------------------------------------------------
Security: G98255105
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: XL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL P. ESPOSITO, JR Mgmt For For
ROBERT R. GLAUBER Mgmt For For
CYRIL RANCE Mgmt For For
ELLEN E. THROWER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP, NEW YORK, NEW YORK, TO ACT AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE COMPANY S 1991 PERFORMANCE INCENTIVE PROGRAM.
- --------------------------------------------------------------------------------------------------------------------------
YAHOO! INC. Agenda Number: 932302069
- --------------------------------------------------------------------------------------------------------------------------
Security: 984332106
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: YHOO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TERRY S. SEMEL Mgmt For For
JERRY YANG Mgmt For For
ROY J. BOSTOCK Mgmt For For
RONALD W. BURKLE Mgmt For For
ERIC HIPPEAU Mgmt For For
ARTHUR H. KERN Mgmt For For
ROBERT A. KOTICK Mgmt For For
EDWARD R. KOZEL Mgmt For For
GARY L. WILSON Mgmt For For
02 AMENDMENT OF THE 1995 STOCK PLAN. Mgmt For For
03 AMENDMENT OF THE 1996 DIRECTORS STOCK OPTION Mgmt Against Against
PLAN.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS.
- --------------------------------------------------------------------------------------------------------------------------
YAMADA DENKI CO LTD Agenda Number: 700729253
- --------------------------------------------------------------------------------------------------------------------------
Security: J95534103
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3939000000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Final Dividend Mgmt For *
JY 20, Commemorative Dividend JY 1
2. Amend the Articles of Incorporation Mgmt For *
3.1 Elect a Director Mgmt For *
3.2 Elect a Director Mgmt For *
3.3 Elect a Director Mgmt For *
4. Appoint a Corporate Auditor Mgmt For *
5. Amend the Compensation to be received by Corporate Mgmt For *
Officers
6. Approve Provision of Retirement Allowance for Mgmt For *
Directors and Corporate Auditors
An * in the For/Against management field indicates management position unknown
since information regarding non-U.S. issuers is not readily available.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) THE NEW ECONOMY FUND
By (Signature) /s/ Timothy D. Armour
Name Timothy D. Armour
Title President and Principal Executive Officer
Date 08/29/2005