UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
Scudder Emerging Markets Growth Fund
Scudder Greater Europe Growth Fund
Scudder International Fund
Scudder Latin America Fund
Scudder Pacific Opportunities Fund
Each a Series of Scudder International Fund, Inc.
Investment Company Act file number 811-642
Scudder International Fund, Inc.
(Exact name of registrant as specified in charter)
345 Park Avenue
New York, NY 10154
(Address of principal executive offices) (Zip code)
John Millette
Secretary
Two International Place
Boston, MA 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: 617-295-1000
Date of fiscal year end: 08/31
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Scudder International Fund
Date of fiscal year end: 10/31
-------
Scudder Emerging Markets Growth Fund
Scudder Greater Europe Growth Fund
Scudder Latin America Fund
Scudder Pacific Opportunities Fund
Date of reporting period: 7/1/03-6/30/04
----------------
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
Deutsche - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004
Selected Accounts: Scudder Emerging Mkts Growth
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MAHINDRA & MAHINDRA LTD SGM Meeting Date: 07/19/2003
Issuer: Y54164135 ISIN: INE101A01018
SEDOL: 6100186
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. Non-Voting Non-Vote Proposal
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 INSTRUC TIONS BY
THE INDICATED CUTOFF DATE. THANK YOU.
S.1 AMEND, SUBJECT TO THE PROVISIONS OF SECTION 17 Management For
AND ALL OTHER APPLICABLE PROVIS IONS OF THE COMPANIES
ACT, 1956, THE OBJECTS CLAUSE 3 OF THE MEMORANDUM
OF ASS OCIATION OF THE COMPANY BY INSERTING AFTER
SUB-CLAUSE XVII O WITH THE NEW SU B-CLAUSES
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ITC LTD AGM Meeting Date: 07/25/2003
Issuer: Y4211T155 ISIN: INE154A01017
SEDOL: 6124614
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE AND ADOPT THE ACCOUNTS OF THE COMPANY Management For
FOR THE FYE 31 MAR 2003, TOGETHE R WITH THE BALANCE
SHEET AND DIRECTORS AND AUDITORS REPORTS THEREON
2. DECLARE A DIVIDEND FOR THE FYE 31 MAR 2003 Management For
3. ELECT THE DIRECTORS IN PLACE OF THOSE RETIRING Management For
BY ROTATION
S.4 APPOINT MESSRS. A.F. FERGUSON & CO., CHARTERED Management For
ACCOUNTANTS, AS THE AUDITORS OF THE COMPANY UNTIL
THE CONCLUSION OF THE NEXT AGM, AT A REMUNERATION
OF INR 82 ,50,000/- PAYABLE IN ONE OR MORE INSTALLMENTS
PLUS SERVICE TAX AS APPLICABLE, AND REIMBURSEMENT
OF OUT-OF-POCKET EXPENSES INCURRED
5. RE-APPOINT DR. BASUDEB SEN AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATI ON, FOR A PERIOD
OF FIVE YEARS
6. RE-APPOINT MR. BALAKRISHNAN VIJAYARAGHAVAN AS Management For
A DIRECTOR OF THE COMPANY, WHO R ETIRES BY ROTATION,
FOR A PERIOD OF FIVE YEARS
7. RE-APPOINT DR. RAM S. TARNEJA AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROT ATION, FOR A
PERIOD OF FIVE YEARS
8. APPROVE, IN ACCORDANCE WITH THE APPLICABLE PROVISIONS Management For
OF THE COMPANIES ACT, 19 56, OR ANY AMENDMENT
OR MODIFICATION THEREOF, CONSENT BE AND IS HEREBY
ACCORDE D TO MODIFICATION IN THE TERMS OF REMUNERATION
PAID OR PAYABLE TO THE WHOLESOM E DIRECTORS OF
THE COMPANY, EFFECTIVE, 01 AUG 2002
9. RE-APPOINT MR. ANUP SINGH AS A DIRECTOR FOR A Management For
PERIOD OF 5 YEARS WITH EFFECT FR OM 21 NOV 2003,
WHO RETIRES BY ROTATION
S.10 APPROVE, SUBJECT TO SUCH APPROVALS AS MAY BE Management For
NECESSARY, THE DIRECTORS OF THE C OMPANY OTHER
THAN THE WHOLETIME DIRECTORS BE PAID ANNUALLY,
FOR A PERIOD NOT E XCEEDING FIVE YEARS, FOR EACH
OF THE FINANCIAL YEARS OF THE COMPANY COMMENCING
FROM 1 APR 2003, COMMISSION NOT EXCEEDING 1 %
OF THE NET PROFITS OF THE COMPA NY, AS PROVIDED
UNDER SECTION 309(4) OF THE COMPANIES ACT, 1956,
AND COMPUTED IN THE MANNER REFERRED TO IN SECTION
198 (1) OF THE ACT, OR ANY AMENDMENT OR M ODIFICATION
THEREOF, IN ADDITION TO THE FEE FOR ATTENDING
THE MEETINGS OF THE BOARD OF DIRECTORS OF THE
COMPANY OR ANY COMMITTEE THEREOF, TO BE DIVIDED
AMON GST THE DIRECOTORS AFORESAID IN SUCH MANNER
AS THE BOARD MAY FROM TIME TO TIME DETERMINE
AND IN DEFAULT OF SUCH DETERMINATION EQUALLY,
PROVIDED THAT NONE OF THE DIRECTORS AFORESAID
SHALL RECEIVED INDIVIDUALLY COMMISSION EXCEEDING
RS 4 ,000,000/- IN A FY
S.11 APPROVE, IN ACCORDANCE WITH THE APPLICABLE PROVISIONS Management For
OF THE COMPANIES ACT, 19 56, THE SECURITIES CONTRACTS
ACT, 1956, THE LISTING AGREEMENT WITH STOCK EXCHA
NGES AND THE PROVISIONS OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA GUIDELIN ES 2003, OR
ANY AMENDMENT OR MODIFICATION THEREOF, AND SUBJECT
TO SUCH OTHER A PPROVALS, PERMISSIONS AND SANCTIONS
AS MAY BE NECESSARY, AND SUCH CONDITIONS A ND
MODIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED
BY ANY AUTHORITY WHILE GRANTI NG SUCH APPROVLAS,
PERMISSIIONS OR SANCTIONS WHICH MAY BE AGREED
TO BY THE BOA RD OF DIRECTORS OF THE COMPANY
OR ANY COMMITTEE/PERSON(S) AUTHORIZED BY THE
BO ARD, CONSENT BE AND IS HEREBY ACCORDED ACCORDED
TO DELIST THE ORDINARY SHARES OF THE COMPANY
FROM THE STOCK EXCHANGES AT AHMEDABAD, BANGALORE,
CHENNAI, COCH IN, DELHI, HYDERABAD, KANPUR AND
PUNE; APPROVE FURTHER THE AUTHORITY TO THE BO
ARD OR ANY COMMITTEE/PERSON(S) AUTHORISED BY
THE BOARD, TO SETTLE ALL QUESTION S, DIFFICULTIES
OR DOUBTS THAT MAY ARISE IN THIS REGARD AND TO
DO ALL SUCH ACT S, DEEDS AND THINGS AS MAY BE
NECESSARY, EXPEDIENT AND DESIRABLE, FOR THE PURP
OSE OF GIVING EFFECT TO THE RESOLUTION
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MAHINDRA & MAHINDRA LTD AGM Meeting Date: 07/28/2003
Issuer: Y54164135 ISIN: INE101A01018
SEDOL: 6100186
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED BALANCE SHEET AND PROF IT AND LOSS ACCOUNT
FOR THE YE 31 MAR 2003
2. DECLARE A DIVIDEND ON ORDINARY SHARES Management For
3. RE-ELECT MR. DEEPAK S. PAREKH AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
4. RE-ELECT MR. NARAYANAN VAGHUL AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
5. RE-ELECT MR. K.J. DAVASIA AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. RE-ELECT MR. A.K. NANDA AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
7. RE-ELECT MR. BHARAT DOSHI AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
S.8 APPOINT MESSRS. A.F. FERGUSON & COMPANY AS THE Management For
AUDITORS OF THE COMPANY UNTIL T HE CONCLUSION
OF THE NEXT AGM, ON SUCH REMUNERATION AS MAY
BE MUTUALLY AGREED UPON BETWEEN THE BOARD OF
DIRECTORS AND THE AUDITORS
S.9 AMEND THE OBJECTS CLAUSE 3 OF THE MEMORANDUM Management For
OF ASSOCIATION OF THE COMPANY, SU BJECT TO THE
PROVISIONS OF SECTION 17 AND ALL OTHER APPLICABLE
PROVISIONS OF T HE COMPANIES ACT 1956, BY INSERTING
AFTER SUB-CLAUSE XVII O THE NEW SUB-CLAU SES
XVII P , XVII Q , XVII R AND XVII S
S.10 APPROVE THE COMMENCEMENT OF NEW BUSINESSES, PURSUANT Management For
TO THE PROVISIONS OF SECT ION 149(2A) OF THE
COMPANIES ACT 1956, BY THE COMPANY AS PROVIDED
IN SUB-CLAUS ES XVII P , XVII Q , XVII R
AND XVII S OF CLAUSE 3 OF THE MEMORANDUM OF
ASSOCIATION OF THE COMPANY
S.11 APPROVE THAT THE COMPANY S REGISTERS AND SHARE Management For
TRANSFER AGENTS OFFICE PREMISE S BE AT M/S.
SHAREPRO SERVICES, SATAM ESTATE, 3RD FLOOR, ABOVE
BANK OF BARODA, CARDINAL GRACIOUS ROAD, CHAKALA,
ANDHERI EAST , MUMBAI- 400 099, IN SUPERSES
SION OF THE RESOLUTION PASSED BY THE SHAREHOLDERS
AT THE 53RD AGM OF THE COMPA NY HELD ON 26 JUL
1999, AS THE PLACE AT WHICH THE COMPANY S REGISTERS
AND INDE X OF MEMBERS AND OF DEBENTURE/BOND HOLDERS
AND COPIES OF ANNUAL RETURNS PREPAR ED UNDER
SECTION 159 TOGETHER WITH COPIES OF CERTIFICATES
AND DOCUMENTS REQUIR ED TO BE ANNEXED UNDER SECTION
161 OF THE COMPANIES ACT 1956 OR ONE OR MORE
OF THEM, MAY BE KEPT IN ADDITION TO THEY BEING
KEPT AT THE REGISTERED OFFICE OF THE COMPANY
AT GATEWAY BUILDING, APOLLO BUNDER, MUMBAI 400
001 AND THE COMPANY S PREMISES AT MAHINDRA TOWERS,
DR. G.M. BHOSALE MARG, WORLI, MUMBAI 400 018
S.12 AUTHORIZE THE BOARD, SUBJECT TO THE PROVISIONS Management For
OF THE COMPANIES ACT 1956, SECU RITIES CONTRACTS
(REGULATION) ACT, 1956 AND THE RULES FRAMED THEREUNDER,
LISTI NG AGREEMENTS, SECURITIES AND EXCHANGE
BOARD OF INDIA DELISTING OF SECURITIES GUIDELINES,
2003 INCLUDING ANY STATUTORY MODIFICATION(S)
OR RE-ENACTMENT TH EREOF FOR THE TIME BEING IN
FORCE AND AS MAY BE ENACTED HEREINAFTER AND
ALL O THER APPLICABLE LAWS, RULES, REGULATIONS
AND GUIDELINES AND SUBJECT TO ALL SUC H APPROVALS,
PERMISSIONS AND SANCTIONS, AS MAY BE NECESSARY
AND SUBJECT TO SUC H CONDITIONS AND MODIFICATIONS
AS MAY BE PRESCRIBED OR IMPOSED WHILE GRANTING
SUCH APPROVALS, PERMISSIONS AND SANCTIONS, WHICH
MAY BE AGREED TO, BY THE BOAR D OF DIRECTORS
OF THE COMPANY HEREINAFTER REFERRED TO AS THE
BOARD , WHICH T ERM SHALL BE DEEMED TO INCLUDE
ANY COMMITTEE THEREOF FOR THE TIME BEING EXERCI
SING THE POWERED CONFERRED ON THE BOARD BY THIS
RESOLUTION , TO DELIST THE COM PANY S ORDINARY
EQUITY SHARES FROM THE FOLLOWING STOCK EXCHANGES,
VIZ., DELH I STOCK EXCHANGE ASSOCIATION LIMITED
AT NEW DELHI, THE CALCUTTA STOCK EXCHANGE ASSOCIATION
LIMITED, AT KOLKATA, MADRAS STOCK EXCHANGE LIMITED,
AT CHENNAI, P UNE STOCK EXCHANGE LIMITED AT PUNE
AND BANGALORE STOCK EXCHANGE LIMITED, AT BA NGALORE
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CHECK POINT SOFTWARE TECHNOLOGIES LT CHKP Annual Meeting Date: 07/31/2003
Issuer: M22465 ISIN:
SEDOL:
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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01 ELECTION OF DIRECTORS (NOTE: DIRECTORS ARE ELECTED Management For No
AS A GROUP, NOT INDIVIDUALLY): GIL SHWED, MARIUS
NACHT, DAVID RUBNER, ALEX SERGE VIEUX, TAL SHAVIT.
02 ELECTION OF TWO OUTSIDE DIRECTORS FOR A PERIOD Management For No
OF THREE YEARS FOLLOWING THE MEETING.
03 TO AUTHORIZE THE CHAIRMAN OF THE BOARD TO CONTINUE Management For No
SERVING AS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY FOR UP TO THREE YEARS
FOLLOWING THE MEETING.
04 TO RATIFY THE CONSOLIDATED FINANCIAL STATEMENTS Management For No
FOR THE YEAR ENDED DECEMBER 31, 2002.
05 TO RATIFY THE APPOINTMENT AND COMPENSATION OF Management For No
THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
06 TO APPROVE CERTAIN TERMS OF COMPENSATION OF OFFICERS Management Against Yes
WHO ARE ALSO DIRECTORS OF THE COMPANY.
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M.A. INDUSTRIES LTD EGM Meeting Date: 07/31/2003
Issuer: M67888103 ISIN: IL0010818198
SEDOL: 6115607
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE THAT THIS IS A SPECIAL GENERAL MEETING. Non-Voting Non-Vote Proposal
THANK YOU.
1. APPROVE, SUBJECT TO THE APPROVAL OF THE GENERAL Management Against
MEETING BY A SIMPLE MAJORITY, THE ALLOTMENT OF
OPTIONS TO DIRECTORS OF THE COMPANY IN ACCORDANCE
WITH THE OU TLINE OF OFFERS OF SECURITIES, TO
EMPLOYEES OF THE COMPANY AND OF SUBSIDIARIES
OF THE COMPANY PURSUANT TO SECTION 15B(1) OF
THE SECURITIES LAW, 5728-1968 AN D TO THE SECURITIES
REGULATIONS, 5760-2000 AND THE IMMEDIATE REPORT
IN ACCORDA NCE WITH THE SECURITIES REGULATIONS,
5760-2000, PUBLISHED BY THE COMPANY ON 08 JUL
2003
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M.A. INDUSTRIES LTD AGM Meeting Date: 07/31/2003
Issuer: M67888103 ISIN: IL0010818198
SEDOL: 6115607
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE THE FINANCIAL STATEMENTS AND THE DIRECTORS Management For
REPORT ON THE STATE OF THE COMPANY S AFFAIRS
FOR 2002
2. APPROVE TO EXTEND THE TENURE OF THE PRESENT DIRECTORS Management For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
OF THE COMPANY
3. APPROVE TO SET UNIFORM REMUNERATION FOR ALL THE Management For
DIRECTORS AT THE MAXIMUM RATE AS DEFINED IN THE
COMPANIES REGULATIONS, 5760-2000, EXCEPT FOR
THE DIRECTORS W HO ARE SERVICE PROVIDERS FOR
THE COMPANY OR ITS SUBSIDIARIES, DIRECTLY OR
BY M EANS OF COMPANIES THEY OWN, WHO WILL NOT
RECEIVE REMUNERATION FOR THEIR TENURE AS THE
DIRECTORS OF THE COMPANY; THE REMUNERATION, AT
THE AFOREMENTIONED RATE , FOR THE DIRECTORS WHO
ARE EMPLOYEES OF KOOR INDUSTRIES LTD. AND ITS
RELATED COMPANIES, WILL BE PAID TO THE COMPANIES
IN WHICH THEY ARE EMPLOYED, AS PAYMEN T FOR USE
OF THEIR TIME
4. APPROVE THE COMPANY S CONTRACT WITH CLAL INSURANCE Management Against
CO. LTD. IN AN UMBRELLA INS URANCE POLICY OF
KOOR INDUSTRIES LTD. GROUP, FOR THE INSURANCE
OF THE DIRECTOR S AND THE OFFICERS WHO ARE NOT
CONTROLLING INTERESTS IN THE COMPANY, FOR THE
P ERIOD STARTING ON 02 DEC 2002 AND ENBDING ON
01 DEC 2003; THE LIMITS OF LIABIL ITY OF THE
POLICY ARE USD 60 MILLION; THE TOTAL ANNUAL PREMIUM
TO BE PAID BY T HE COMPANIES INSURED UNDER THE
POLICY WILL NOT EXCEED 2.4 MILLION DOLLARS REC
EIVE THE FINANCIAL STATEMENTS AND THE DIRECTORS
REPORT ON THE STATE OF THE CO MPANY S AFFAIRS
FOR 2002 APPROVE TO EXTEND THE TENURE OF THE
PRESENT DIRECTOR S OF THE COMPANY UNTIL THE NEXT
GENERAL MEETING OF THE COMPANY APPROVE TO SET
UNIFORM REMUNERATION FOR ALL THE DIRECTORS AT
THE MAXIMUM RATE AS DEFINED IN THE COMPANIES
REGULATIONS, 5760-2000, EXCEPT FOR THE DIRECTORS
WHO ARE SERVICE PROVIDERS FOR THE COMPANY OR
ITS SUBSIDIARIES, DIRECTLY OR BY MEANS OF COMPAN
IES THEY OWN, WHO WILL NOT RECEIVE REMUNERATION
FOR THEIR TENURE AS THE DIRECT ORS OF THE COMPANY;
THE REMUNERATION, AT THE AFOREMENTIONED RATE,
FOR THE DIRE CTORS WHO ARE EMPLOYEES OF KOOR
INDUSTRIES LTD. AND ITS RELATED COMPANIES, WIL
L BE PAID TO THE COMPANIES IN WHICH THEY ARE
EMPLOYED, AS PAYMENT FOR USE OF T HEIR TIMEAPPROVE
THE COMPANY S CONTRACT WITH CLAL INSURANCE CO.
LTD. IN AN UMB RELLA INSURANCE POLICY OF KOOR
INDUSTRIES LTD. GROUP, FOR THE INSURANCE OF THE
DIRECTORS AND THE OFFICERS WHO ARE NOT CONTROLLING
INTERESTS IN THE COMPANY, FOR THE PERIOD STARTING
ON 02 DEC 2002 AND ENBDING ON 01 DEC 2003; THE
LIMITS OF LIABILITY OF THE POLICY ARE USD 60
MILLION; THE TOTAL ANNUAL PREMIUM TO BE PAID
BY THE COMPANIES INSURED UNDER THE POLICY WILL
NOT EXCEED 2.4 MILLION DOL LARS THE PERCENTAGE
OF THE PREMIUM APPLICABLE TO THE COMPANY IS ABOUT
ILS 70 0,00
5. APPROVE TO EXTEND THE TENURE OF THE AUDITORS Management For
SOMECH HAIKIN & CO. AS THE AUDITO RS OF THE COMPANY
UNTIL THE NEXT AGM AND AUTHORIZE THE BOARD OF
DIRECTORS TO S ET THEIR FEES
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ICICI BANK LTD AGM Meeting Date: 08/25/2003
Issuer: Y38575109 ISIN: INE090A01013
SEDOL: 6100368
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE AND ADOPT THE AUDITED PROFIT AND LOSS Management For
ACCOUNT FOR THE FYE 31 MAR 2003 AND APPROVE THE
BALANCE SHEET AS AT THE DATE TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS
2. DECLARE A DIVIDEND ON PREFERENCE SHARES Management For
3. DECLARE A DIVIDEND ON EQUITY SHARES Management For
4. RE-APPOINT MR. SOMESH R. SATHE AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
5. RE-APPOINT MR. ANUPAM PURI AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. RE-APPOINT PROF. MARTI G. SUBRAHMANYAM AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
7. RE-APPOINT MS. KALPANA MORPARIA AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
8. APPOINT, PURSUANT TO THE PROVISIONS OF SECTIONS Management For
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 UNTIL CONCLUSION OF THE NEXT AGM OF THE
COMPANY AND APPROVE TO FI X THE REMUNERATION
BY THE BOARD OF DIRECTORS OF THE COMPANY, BASED
ON THE RECO MMENDATION OF THE AUDIT COMMITTEE
IN ADDITION TO REIMBURSEMENT OF ALL OUT-OF-P
OCKET EXPENSES IN CONNECTION WITH THE AUDIT OF
THE ACCOUNTS OF THE COMPANY FOR THE YE 31 MAR
2004
9. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO THE PROVISIONS OF SECTION 228 AND OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT, 1956
AND TH E BANKING REGULATION ACT, 1949, TO APPOINT
BRANCH AUDITORS, IN CONSULTATION WI TH THE STATUTORY
AUDITORS, AS AND WHEN REQUIRED, TO AUDIT THE
ACCOUNTS IN RESP ECT OF THE COMPANY S BRANCHES/OFFICES
IN INDIA AND ABOARD AND APPROVE TO FIX T HEIR
REMUNERATION, BASED ON THE RECOMMENDATION OF
THE AUDIT COMMITTEE, IN ADDI TION TO REIMBURSEMENT
OF ALL OUT-OF-POCKET EXPENSES IN CONNECTION WITH
THE AUD IT
10. APPOINT MR. P.C. GHOSH AS A DIRECTOR OF THE COMPANY, Management For
IN RESPECT OF WHOM THE CO MPANY HAS RECEIVED
NOTICE IN WRITING ALONG WITH A DEPOSIT OF INR
500 FOR EACH NOTICE, UNDER THE PROVISIONS OF
SECTION 257 OF THE COMPANIES ACT, 1956
11. APPOINT MR. M.K. SHARMA AS A DIRECTOR OF THE Management For
COMPANY, IN RESPECT OF WHOM THE C OMPANY HAS
RECEIVED NOTICE IN WRITING ALONG WITH A DEPOSIT
OF INR 500 FOR EACH NOTICE, UNDER THE PROVISIONS
OF SECTION 257 OF THE COMPANIES ACT, 1956
12. APPROVE THAT THE PARTIAL MODIFICATION OF THE Management For
RESOLUTION PASSED BY THE MEMBERS AT THE 8TH AGM
HELD ON 16 SEP 2002, VIDE ITEM NO.14 OF THE NOTICE
CONVENING TH AT MEETING, RELATING TO APPOINTMENT
OF AND PAYMENT OF REMUNERATION TO MS. LALI TA
D. GUPTA AS THE JOINT MANAGING DIRECTOR, THE
SALARY RANGE OF M/S. LALITA D. GUPTE, JOINT MANAGING
DIRECTOR, BE REVISED TO INR 200,000 TO INR 650,000
PER MONTH, SUBJECT TO THE APPROVAL OF RESERVE
BANK OF INDIA, OTHER TERMS AND CONDI TIONS REMAINING
THE SAME
S.13 APPROVE THAT SUBJECT TO THE PROVISIONS OF THE Management For
COMPANIES ACT, 1956, AND THE RUL ES FRAMED THEREUNDER,
THE LISTING AGREEMENTS, THE SECURITIES AND EXCHANGE
BOAR D OF INDIA DELISTING OF SECURITIES GUIDELINES
- 2003, AND ALL OTHER APPLICAB LE LAWS, RULES,
REGULATIONS AND GUIDELINES AND SUBJECT TO SUCH
APPROVALS PERMI SSIONS AND SANCTIONS AS MAY BE
NECESSARY AND SUBJECT TO SUCH CONDITIONS AND
MO DIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED
BY THE AUTHORITY WHILE GRANTING SU CH APPROVALS,
PERMISSIONS AND SANCTIONS, WHICH MAY BE AGREED
TO BY THE BOARD O F DIRECTORS, THE CONSENT OF
THE COMPANY BE AND IS HEREBY ACCORDED TO THE
BOARD TO DELIST THE EQUITY SHARES OF THE COMPANY
FROM THE CALCUTTA STOCK EXCHANGE A SSOCIATION
LIMITED, DELHI STOCK EXCHANGE ASSOCIATION LIMITED
AND MADRAS STOCK EXCHANGE LIMITED AS ALSO TO
DELIST THE EQUITY SHARES AND BONDS OF THE COMPANY
FROM THE VADODARA STOCK EXCHANGE LIMITED
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HARMONY GOLD MINING COMPANY LIMITED HMY Annual Meeting Date: 09/01/2003
Issuer: 413216 ISIN:
SEDOL:
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 SPECIAL RESOLUTION 1: THAT THE AUTHORISED ORDINARY Management For
SHARE CAPITAL OF THE COMPANY BE INCREASED.
02 ORDINARY RESOLUTION 1: THE PROPOSAL BY THE COMPANY Management For
OF THE SCHEME, THE MAKING BY THE COMPANY OF THE
SUBSTITUTE OFFER, AND THE ISSUE BY THE COMPANY
OF THE CONSIDERATION SHARES, BE AND ARE HEREBY
APPROVED.
03 ORDINARY RESOLUTION 2: THE DIRECTORS OF THE COMPANY Management For
BE AND ARE HEREBY AUTHORISED TO ALLOT AND ISSUE,
AFTER PROVIDING FOR THE REQUIREMENTS OF THE EMPLOYEE
SHARE SCHEMES, ALL OR ANY OF THE UNISSUED ORDINARY
SHARES OF 50 CENTS EACH IN THE CAPITAL OF THE
COMPANY.
04 ORDINARY RESOLUTION 3: THE DIRECTORS OF THE COMPANY Management For
BE AND ARE HEREBY AUTHORISED TO ALLOT AND ISSUE
ALL OR ANY OF THE AUTHORISED BUT UNISSUED ORDINARY
SHARES OF 50 CENTS EACH IN THE CAPITAL OF THE
COMPANY.
05 ORDINARY RESOLUTION 4: THAT ANY ONE OF DIRECTORS Management For
OF THE COMPANY BE AND IS HEREBY AUTHORISED TO
SIGN ALL SUCH DOCUMENTS AND DO ALL SUCH THINGS
AS MAY BE NECESSARY FOR THE IMPLEMENTATION OF
THE SPECIAL AND THE ORDINARY RESOLUTIONS TO BE
PROPOSED.
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VINYTHAI PUBLIC CO LTD EGM Meeting Date: 09/04/2003
Issuer: Y9377E116 ISIN: TH0475010011
SEDOL: 6928623
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO ADOPT THE MINUTES OF THE OGM OF SHAREHOLDERS Management For
NUMBER 1/2546 HELD ON 25 APR 2003
2. APPROVE TO TRANSFER THE SHARE PREMIUM TO REDUCE Management For
THE RETAINED LOSS
3. AMEND THE ARTICLE 4 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION TO CHANGE THE PAR VALUE FROM THB
10 EACH TO AN UNSPECIFIED PAR VALUE
4. APPROVE TO REDUCE THE REGISTERED CAPITAL FROM Management For
THB 9,322,971,990 TO THB 5,593,7 83,194 BY REDUCING
PAR VALUE FROM THB 10 EACH TO THB 6 EACH AND
REDUCING THE P AID-UP CAPITAL FROM THB 9,030,101,870
TO THB 5,418,061,122
5. AMEND CLAUSE 4 OF THE COMPANY S MEMORANDUM OF Management For
ASSOCIATION TO BE IN CONSISTENCE WITH THE REDUCTION
OF REGISTERED CAPITAL
6. APPROVE TO TRANSFER THE REDUCED PAID-UP CAPITAL Management For
OF THB 3,612,040,748 TO REDUCE THE REMAINING
RETAINED LOSS AFTER DEDUCTION OF SHARES PREMIUM
7. TRANSACT ANY OTHER BUSINESS Other Against
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PT BANK MANDIRI (PERSERO) TBK EGM Meeting Date: 09/29/2003
Issuer: Y7123S108 ISIN: ID1000095003
SEDOL: 6651048
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO REVISE THE ARTICLE OF ASSOCIATION Management Against
2. APPOINT THE PUBLIC ACCOUNTANT Management For
3. AUTHORIZE THE COMMISSIONERS TO DETERMINE THE Management For
LIMIT OF THE UN-COLLECTABLE PRINC IPAL CREDIT
THAT HAS BEEN WRITTEN OFF THE BOOK
4. APPOINT MEMBER BOARD OF DIRECTORS AND THE COMMISSIONERS Management For
5. OTHER MATTERS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA OILFIELD SERVICES LTD EGM Meeting Date: 10/22/2003
Issuer: Y15002101 ISIN: CN0007789299
SEDOL: 6560995, 7623507
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. DECLARE A SPECIAL INTERIM DIVIDEND FOR THE 6 Management For
MONTHS ENDED 30 JUN 2003
2. ELECT A DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
IMPALA PLATINUM HOLDINGS LTD OGM Meeting Date: 10/22/2003
Issuer: S37840105 ISIN: ZAE000003554
SEDOL: 0458063, 4460064, 6457804
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS IS AN ANNUAL GENERAL MEETING. Non-Voting Non-Vote Proposal
THANK YOU.
1.O.1 RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
FOR THE YE 30 JUN 2003
2O2.1 APPOINT MR. T.V. MOKGATLHA AS A DIRECTOR OF THE Management Against
COMPANY
2O2.2 APPOINT MR. L.J. PATON AS A DIRECTOR OF THE COMPANY Management Against
3O3.1 RE-ELECT MS. M.V. MENNELL AS A DIRECTOR, WHO Management Against
RETIRES BY ROTATION IN TERMS WITH THE ARTICLES
OF ASSOCIATION
3O3.2 RE-ELECT MR. D.H. BROWN AS A DIRECTOR, WHO RETIRES Management Against
BY ROTATION IN TERMS WITH T HE ARTICLES OF ASSOCIATION
3O3.3 RE-ELECT MR. K.C. RUMBLE AS A DIRECTOR, WHO RETIRES Management Against
BY ROTATION IN TERMS WITH THE ARTICLES OF ASSOCIATION
303.4 RE-ELECT MR. D.M. O CONNOR AS A DIRECTOR, WHO Management Against
RETIRES BY ROTATION IN TERMS WIT H THE ARTICLES
OF ASSOCIATION
4.O.4 APPROVE TO DETERMINE THE REMUNERATION OF THE DIRECTORS Management Against
5.O.5 APPROVE TO PLACE THE AUTHORIZED BUT UNISSUED Management For
SHARE IN THE CAPITAL OF THE COMPA NY UNDER THE
CONTROL OF THE DIRECTORS OF THE COMPANY AND AUTHORIZE
THE DIRECTO RS TO ALLOT, ISSUE AND OTHERWISE
DISPOSE OF TO SUCH PERSONS, SUBJECT TO THE PR
OVISIONS OF THE COMPANIES ACT
6.O.6 AUTHORIZE THE DIRECTORS, SUBJECT TO COMPLIANCE Management For
WITH THE LISTING REQUIREMENTS O F THE JSE SECURITIES
EXCHANGE SOUTH AFRICA JSE , TO ALLOT AND ISSUE
TO PUBLIC SHAREHOLDERS UNISSUED ORDINARY SHARES
IN THE CAPITAL OF THE COMPANY FOR CASH, NOT EXCEEDING
IN AGGREGATE IN ANY 1 FY 15% OF THE NUMBER OF
SHARES OF THE COM PANY S ISSUED ORDINARY SHARE
CAPITAL AT A MAXIMUM PERMITTED DISCOUNT OF 10%
OF THE AVERAGE CLOSING PRICE ON THE JSE OF SUCH
SHARES OVER THE 30 PREVIOUS DAYS OF THE PRESS
ANNOUNCEMENT OR, WHERE NO ANNOUNCEMENT IS REQUIRED,
THE DATE OF ISSUE OF SUCH SHARES; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OR 15 MON
THS FROM THE DATE OF THIS AGM ; A PRESS ANNOUNCEMENT
GIVING FULL DETAILS, INCL UDING THE IMPACT ON
NET ASSET VALUE AND EARNINGS PER SHARE, WILL
BE PUBLISHED AT THE TIME OF ANY ISSUE REPRESENTING,
ON A CUMULATIVE BASIS WITHIN 1 FY, 5% O R MORE
OF THE NUMBER OF SHARES IN ISSUE PRIOR TO THE
ISSUE(S)
7.O.7 APPROVE THE AMENDMENTS TO THE DEED OF THE IMPLANTS Management For
SHARE INCENTIVE TRUST
8.S.1 AMEND THE COMPANY S ARTICLES OF ASSOCIATION BY: Management Against
A) SUBSTITUTING ARTICLE WORDS 13.1; AND B) DELETING
ARTICLE 16.7.1 AND SUBSTITUTING IT WITH A NEW
ARTICLE 16 .7.1
8.S.2 AUTHORIZE THE COMPANY AND/OR ITS SUBSIDIARIES Management For
TO, A) ACQUIRE 20 CENTS EACH ORD INARY SHARES
ISSUED BY THE COMPANY, IN TERMS OF SECTION 85
AND 89 OF THE COMPA NIES ACT NO. 61 OF 1973 AND
IN TERMS OF THE LISTING REQUIREMENTS FROM TIME
TO TIME OF THE JSE SECURITIES EXCHANGE SOUTH
AFRICA LISTING REQUIREMENTS ; AND/O R B) CONCLUDE
DERIVATIVE TRANSACTIONS WHICH MAY RESULT IN THE
PURCHASE OF ORDI NARY SHARES IN TERMS OF THE
LISTING REQUIREMENTS, IT BEING RECORDED THAT
SUCH LISTING REQUIREMENT CURRENTLY REQUIRE, INTER
ALIA, THAT: AUTHORIZE THE COMPANY TO PURCHASE
ORDINARY SHARES OF UP 10% OF THE COMPANY S ISSUED
ORDINARY SHARE CAPITAL, AT A PRICE OF NO MORE
THAN 10% ABOVE THE WEIGHTED AVERAGE MARKET VALU
E OF SUCH SHARES OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EAR LIER OF THE
NEXT AGM OR 15 MONTHS ; AN ANNOUNCEMENT WILL
BE PUBLISHED WHEN THE COMPANY HAS PURCHASE, ON
A CUMULATIVE BASIS, 3% OF THE NUMBER OF THE ORDINARY
SHARES IN ISSUE AND FOR EACH 3% IN AGGREGATE
OF THE INITIAL NUMBER OF THAT CL ASS ACQUIRED
THEREAFTER
* PLEASE BE ADVISED THAT THIS IS A REVISION DUE Non-Voting Non-Vote Proposal
TO THE REVISED WORDING OF RESOLU TIONS. IF YOU
HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RE-SEND
THIS PROXY FORM UNLESS YOU WISH TO AMEND YOU
VOTING INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
CESKY TELECOM A.S., PRAHA EGM Meeting Date: 10/23/2003
Issuer: 15713M107 ISIN: US15713M1071 BLOCKING
SEDOL: 2249953, 5474741, 5899054
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE ARTICLES OF ASSOCIATION Management
2. APPROVE THE DISCLOSURE AND CO-OPERATION FOR THE Management
PURPOSES OF THE SALE OF SHARES IN THE COMPANY
HELD BY TELESOURCE N.V.
- ------------------------------------------------------------------------------------------------------------------------------------
OPEN JOINT STOCK CO VIMPEL-COMMUNICA VIP Special Meeting Date: 10/24/2003
Issuer: 68370R ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF REORGANIZATION OF VIMPELCOM THROUGH Management For No
STATUTORY MERGER OF VIMPELCOM-R INTO VIMPELCOM
AND OF THE MERGER AGREEMENT.
02 APPROVAL OF STATUTORY MERGER (INCLUDING RELATED Management For No
MERGER AGREEMENT BETWEEN VIMPELCOM AND VIMPELCOM-R)
AS AN INTERESTED PARTY TRANSACTION.
03 APPROVAL OF INCREASE OF THE CHARTER CAPITAL OF Management For No
VIMPELCOM THROUGH THE PLACEMENT OF ADDITIONAL
COMMON REGISTERED SHARES BY WAY OF CONVERSION
OF COMMON REGISTERED SHARES AND CONVERTIBLE TYPE
A REGISTERED PREFERRED SHARES OF VIMPELCOM-R
INTO COMMON REGISTERED SHARES OF VIMPELCOM.
04 APPROVAL OF CONVERSION OF 3,320 REGISTERED SHARES Management For No
OF VIMPELCOM-R OWNED BY ECO TELECOM LIMITED INTO
7,300,680 COMMON REGISTERED SHARES OF VIMPELCOM
AS AN INTERESTED PARTY TRANSACTION.
05 APPROVAL OF CONVERSION OF 1,659 REGISTERED SHARES Management For No
OF VIMPELCOM-R OWNED BY TELENOR EAST INVEST AS
INTO 3,648,141 COMMON REGISTERED SHARES OF VIMPELCOM
AS AN INTERESTED PARTY TRANSACTION.
- ------------------------------------------------------------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LIMIT TEVA Special Meeting Date: 10/27/2003
Issuer: 881624 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO APPOINT PROF. GABRIELA SHALEV AS A STATUTORY Management For No
INDEPENDENT DIRECTOR FOR A THREE-YEAR TERM, REPLACING
MR. ORI SLONIM WHOSE TERM ENDS ON OCTOBER 17,
2003.
02 TO APPROVE AN INCREASE IN THE REMUNERATION OF Management For No
THE DIRECTORS OF THE COMPANY (OTHER THAN THE
CHAIRMAN). SUCH ANNUAL REMUNERATION IS TO BE
SET AT NIS 100,000 WITH AN ADDITIONAL NIS 3,000
PER MEETING. DIRECTORS WHO ARE ALSO COMMITTEE
CHAIRPERSONS SHALL RECEIVE ANNUAL REMUNERATION
OF NIS 125,000. SUCH REMUNERATION SHALL BE ADJUSTED
IN ACCORDANCE WITH THE ISRAELI PRICE INDEX.
- ------------------------------------------------------------------------------------------------------------------------------------
PT BANK MANDIRI (PERSERO) TBK EGM Meeting Date: 10/30/2003
Issuer: Y7123S108 ISIN: ID1000095003
SEDOL: 6651048
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE QUASI REORGANIZATION OF THE COMPANY Management Against
BASED ON THE FINANCIAL REPORT AS OF 30 APR 2003
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING COMPANY LIMITED HMY Annual Meeting Date: 11/14/2003
Issuer: 413216 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF 2003 AUDITED FINANCIAL STATEMENTS Management For
02 FIXING THE REMUNERATION OF DIRECTORS Management For
03 DIRECTOR Management For No
4A RE-ELECTION OF DIRECTOR IN TERMS OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION: TSA GROBICKI
4B RE-ELECTION OF DIRECTOR IN TERMS OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION: MF PLEMING
4C RE-ELECTION OF DIRECTOR IN TERMS OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION: ZB SWANEPOEL
S1 INSERTION OF NEW ARTICLE 2A AS PART OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION
S2 AMENDING ARTICLE 46 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION
S3 AMENDING ARTICLE 103 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION
S4 AMENDING ARTICLE 109 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION
S5 GRANTING AUTHORITY FOR SHARE REPURCHASES Management For
O1 APPROVING THE HARMONY (2003) SHARE OPTION SCHEME Management Against
O2 PLACING THE BALANCE OF THE UNISSUED SHARES OF Management For
THE COMPANY UNDER THE CONTROL OF THE DIRECTORS
O3 AUTHORISING THE DIRECTORS TO ISSUE SHARES FOR Management For
CASH
- ------------------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD AGM Meeting Date: 11/18/2003
Issuer: S31755101 ISIN: ZAE000018123
SEDOL: 0298377, 4281221, 5734177, 6280215, 7514861
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR Management For
THE YE 30 JUN 2003
2.1 RE-ELECT MR. J.M. MCMOHAN AS A DIRECTOR Management For
2.2 RE-ELECT MR. B.R. VAN ROOYEN AS A DIRECTOR Management For
2.3 RE-ELECT MR. J.M. C.I. VON AS A DIRECTOR Management For
2.4 RE-ELECT MR. A.J. WRIGHT AS A DIRECTOR Management For
3.S1 AUTHORIZE THE DIRECTORS TO APPROVE THE PURCHASE Management For
OF ITS OWN SHARES BY THE COMPA NY OR ANY OF THE
COMPANY S SUBSIDIARIES ACQUIRING SHARES IN THE
COMPANY OR ANY HOLDING COMPANY OF THE COMPANY
S AND THE PURCHASE OF SHARES BY THE COMPANY IN
ANY HOLDING COMPANY OF THE COMPANY, NOT EXCEEDING
IN AGGREGATE 20% OF THE REL EVANT COMPANY
S ISSUED SHARE CAPITAL OF THAT CLASS AT THE
TIME THE AUTH ORITY IS GRANTED, AT A PRICE OF
NO MORE THAN 10% ABOVE THE WEIGHTED AVERAGE MA
RKET VALUE OF THE SECURITIES OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXP IRES AT THE END
OF 15 MONTHS ; A PAID PRESS ANNOUNCEMENT WILL
BE PUBLISHED WHE N THE COMPANY HAS ACQUIRED,
ON A CUMULATIVE BASIS, 3% OF THE INITIAL NUMBER
OF THE RELEVANT CLASS OF SECURITIES AND FOR EACH
3% IN AGGREGATE OF THE INITIAL NUMBER OF THAT
CLASS ACQUIRED THEREAFTER
4.O1 APPROVE TO PLACE THE ENTIRE AUTHORIZED BUT UNISSUED Management For
SHARE CAPITAL OF THE COMPA NY UNDER THE CONTROL
OF THE DIRECTORS OF THE COMPANY, AFTER SETTING
ASIDE SO M ANY SHARES AS MAY BE REQUIRED TO BE
ALLOTTED AND ISSUED BY THE COMPANY IN TERM S
OF GF MANAGEMENT INCENTIVE SCHEME AND THE GF
NON-EXECUTIVE DIRECTOR SHARE PL AN, AND AUTHORIZE
THE DIRECTORS, SUBJECT TO SECTION 221 AND 222
OF THE COMPANI ES ACT, 61 OF 1973, AS AMENDED
AND THE LISTING REQUIREMENTS OF THE JSE SECURIT
IES EXCHANGE OF SOUTH AFRICA, TO ALLOT AND ISSUE
ALL OR PART THEREOF IN THEIR DISCRETION; AUTHORITY
EXPIRES AT THE NEXT AGM OF THE COMPANY
5.O2 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO THE ARTICLES OF ASSOCIATIO N OF THE COMPANY
AND SUBJECT TO THE LISTING REQUIREMENTS OF THE
JSE SECURITIES EXCHANGE SOUTH AFRICA AND SUBJECT
TO THE COMPANIES ACT, 61 OF 1973, AS AMENDE D,
TO ALLOT AND ISSUE ORDINARY SHARES TO PUBLIC
SHAREHOLDERS AND NOT TO RELATE D PARTIES ORDINARY
SHARES FOR CASH, NOT EXCEEDING IN AGGREGATE IN
ANY ONE FY, 15% OF THE COMPANY S ISSUED ORDINARY
SHARE CAPITAL AT THE MAXIMUM PERMITTED DI SCOUNT
OF 10% OF THE AVERAGE CLOSING PRICE OF SUCH SHARES
OVER THE 30 DAYS PRI OR TO THE DATE THAT THE
PRICE OF THE ISSUE IS DETERMINED OR AGREED BY
THE DIRE CTORS OF THE COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OR 15 MON THS ; A
PRESS ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING
THE IMPACT ON NET AS SET VALUE AND EARNINGS PER
SHARE, WILL BE PUBLISHED AT THE TIME OF ANY ISSUE
R EPRESENTING, ON A CUMULATIVE BASIS WITHIN ONE
FY, 5% OR MORE OF THE NUMBER OF SHARES IN ISSUE
PRIOR TO THE ISSUE
- ------------------------------------------------------------------------------------------------------------------------------------
YUKOS CORP YUKOY Special Meeting Date: 11/28/2003
Issuer: 98849W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No
02 APPROVAL OF THE NEW VERSION OF OAO NK YUKOS CHARTER Management Against
03 PAYMENT OF DIVIDENDS ON OAO NK YUKOS COMMON SHARES Management For
PER THE RESULTS OF THE FIRST NINE MONTHS OF FISCAL
YEAR 2003
- ------------------------------------------------------------------------------------------------------------------------------------
YUKOS OIL COMPANY JSC, MOSCOW EGM Meeting Date: 11/28/2003
Issuer: 98849W108 ISIN: US98849W1080
SEDOL: 2740713, 7714177, B014828
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.a APPROVE THE EARLY TERMINATION OF OFFICES OF THE Management For
CONTINUING OAO NK YUKOS DIRECT ORS AS ELECTED
AT THE AGM ON 18 JUN 2003
1.b.1 ELECT MR. FRANCOIS CLAUD BUCLEZ AS A DIRECTOR Management For
1.b.2 ELECT MR. YURI ALEXANROVICH GOLUBEV AS A DIRECTOR Management For
1.b.3 ELECT MR. DAVID L VOVICH DAVIDOVICH AS A DIRECTOR Management For
1.b.4 ELECT MR. ALEXEY EMILYEVITCH KONTOROVICHAS A DIRECTOR Management For
1.b.5 ELECT MR. SIMON GRIGORYEVICH KUKES AS A DIRECTOR Management For
1.b.6 ELECT MR. SARAH CAREY AS A DIRECTOR Management For
1.b.7 ELECT MR. BERNARD LOZE AS A DIRECTOR Management For
1.b.8 ELECT MR. MICHEL SOUBLIN AS A DIRECTOR Management For
1.b.9 ELECT MR. YEVGENIY ALEXANROVICH TENENBAUMAS A Management For
DIRECTOR
1.b10 ELECT MR. RONALD MICHAEL FREEMAN AS A DIRECTOR Management For
1.b11 ELECT MR. YEVGENIY MARKOVICH SHVIDLERAS A DIRECTOR Management For
2. APPROVE THE NEW VERSION OF OAO NK YUKOS CHARTER Management Against
3. APPROVE TO PAY DIVIDENDS ON OAO NK YUKOS COMMON Management For
SHARES PER THE RESULTS OF THE FIRST NINE MONTHS
OF FY 2003 IN SPECIE AT RUBLES 26 AND 78 KOPECKS
ON ONE COMM ON SHARE AS ON RECORD ON 25 SEP 2003,
WITH PAYMENTS BEING MADE NOT LATER THAN 28 FEB
2004 BY BANK TRANSFER
- ------------------------------------------------------------------------------------------------------------------------------------
STEINHOFF INTERNATIONAL HOLDINGS LTD OGM Meeting Date: 12/01/2003
Issuer: S81589103 ISIN: ZAE000016176
SEDOL: 6127936
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal
1.O1 RECEIVE AND ADOPT THE ANNUAL FINANCIAL STATEMENTS Management For
FOR THE YE 30 JUN 2003, TOGE THER WITH THE REPORT
OF THE DIRECTORS AND THE AUDITORS THEREON
2O211 RE-ELECT MR D.E. ACKERMAN AS A DIRECTOR Management For
2O212 RE-ELECT MR M. J. JOOSTE AS A DIRECTOR Management Against
2O213 RE-ELECT MR B. E STEINHOFF AS A DIRECTOR Management For
2O214 RE-ELECT MR N. W STEINHOFF AS A DIRECTOR Management For
2.O22 RATIFY THE APPOINTMENT OF MR. JHN VAN DER MERWE Management For
AS A EXECUTIVE DIRECTOR
2.O23 TRANSACT ANY OTHER BUSINESS Other Against
2O231 RATIFY THE AGGREGATE SUM OF THE DIRECTORS REMUNERATION Management For
IN RESPECT OF THE FYE 3 0 JUN 2003
2O232 RE-APPOINT MESSRS. DELOITTE AND TOUCHE OF PRETORIA Management For
AS THE AUDITORS OF THE COMP ANY
3O3.1 APPROVE, TO PLACE AUTHORIZED BUT UNISSUED SHARE Management For
CAPITAL OF THE COMPANY UNDER T HE CONTROL OF
THE DIRECTORS, TO ALLOT AND ISSUE SUCH SHARES
AS THEY MAY DEEM F IT
3O3.2 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUE Management For
SHARES FOR CASH
4.O4 APPROVE THAT THE COMPANY PLACES AND RESERVES Management Against
85,426,746 UNISSUED ORDINARY SHAR ES IN THE COMPANY
AT THE DISPOSAL OF THE DIRECTORS FOR THE CONTINUED
IMPLEMENT ATION OF THE STEINHOFF INTERNATIONAL
SHARE INCENTIVE SCHEMES
5.O5 AUTHORIZE THE COMPANY TO ALLOT AND ISSUE OF SHARES Management Against
AT NOMINAL VALUE
6.S1 AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management For
OF ITS OWN SHARES BY THE COMPANY OR SUBSIDIARY
7.O7 AUTHORIZE THE BOARD OF DIRECTORS TO CREATE AND Management Against
ISSUE CONVERTIBLE DEBENTURES, D EBENTURE STOCK,
BONDS OR ANY OTHER CONVERTIBLE INSTRUMENTS IN
THE CAPITAL OF T HE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Special Meeting Date: 12/10/2003
Issuer: 344419 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AMENDMENT OF THE BY-LAWS OF THE Management For No
COMPANY TO COMPLY WITH THE GENERAL PROVISIONS
APPLICABLE TO THE ISSUERS OF SECURITIES, ISSUED
BY THE MEXICAN SECURITIES COMMISSION AS PUBLISHED
IN THE OFFICIAL GAZETTE OF THE FEDERATION ( DIARIO
OFICIAL DE LA FEDERACION ) AS OF MARCH 19, 2003.*
- ------------------------------------------------------------------------------------------------------------------------------------
M.A. INDUSTRIES LTD EGM Meeting Date: 12/17/2003
Issuer: M67888103 ISIN: IL0010818198
SEDOL: 6115607
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPOINT TWO EXTERNAL DIRECTORS IN PLACE OF THE Management For
EXTERNAL DIRECTORS WHOSE PERIOD OF OFFICE BY
PROVISION OF LAW IS EXPIRING
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO TELEVISA, S.A. TV Annual Meeting Date: 12/23/2003
Issuer: 40049J ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 AMENDMENTS TO THE DEED OF ISSUANCE OF THE ORDINARY Management For
PARTICIPATION CERTIFICATES
02 RESOLUTION IN CONNECTION WITH THE ISSUANCE AND Management For
EXCHANGE OF CERTIFICATES THAT EVIDENCE THE ABOVE-MENTIONED
ORDINARY PARTICIPATION CERTIFICATES
03 GENERAL MATTERS RELATED TO THE ABOVE ISSUES Management Against
E4 AMEND ARTICLES OF THE BY-LAWS Management For
E5 REPORT REGARDING THE PURCHASE AND SALE OF SHARES Management For
OF THE COMPANY AND AMENDMENT TO ARTICLE SIXTH
OF THE COMPANY S BY-LAWS
E6 APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
HON HAI PRECISION INDUSTRY CO LTD EGM Meeting Date: 12/24/2003
Issuer: Y36861105 ISIN: TW0002317005
SEDOL: 6438564
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MERGER WITH AMBIT MICROSYSTEMS CORPORATION Management For
AND HON HAI PRECISION I NDUSTRY COMPANY LIMITED
2. APPROVE THE ISSUE OF NEW SHARES FOR MERGER Management For
3. AMEND THE ARTICLES OF INCORPORATION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
AKBANK EGM Meeting Date: 12/26/2003
Issuer: M0300L106 ISIN: TRAAKBNK91N6 BLOCKING
SEDOL: 4011127
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* ********** PLEASE NOTE THAT THE MEETING DATE Non-Voting
IS 25 DEC 2003. THANK YOU ******* ***
* PLEASE NOTE THE CORRECT MEETING DATE IS 25 DEC Non-Voting
2002. DUE TO A SYSTEM INCONVENI ENCE THE MEETING
DATE HAS BEEN ASSIGNED AS 26 DEC 2003 IN YOUR
BALLOT. PLEASE ALSO NOTE THAT THE REST OF THE
PROVIDED INFORMATION IS VALID AND PLEASE CALL
Y OUR CLIENT REPRESENTATIVE IF YOU MAY HAVE QUESTIONS
OR NEED FURTHER INFORMATIO N ON THE ABOVE. THANK
YOU
1. CONSTITUTION OF THE PRESIDING COMMITTEE AND AUTHORIZE Management
THE PRESIDING COMMITTEE TO SIGN THE MEETING MINUTES
2. AMEND ARTICLE 4 (TITLED OBJECTIVE AND PRODUCT Management
LINE ), ARTICLE 9 (TITLED CAPI TAL AND CAPITAL
PAYMENT CONDITIONS ) AND ARTICLE 82 (TITLED
DISTRIBUTION OF N ET PROFIT ) OF THE ARTICLES
OF ASSOCIATION OF THE BANK ACCORDING TO THE PROPOS
AL OF THE BOARD OF DIRECTORS OF THE BANK AND
PURSUANT TO THE APPROVAL OF RELAT ED AUTHORITIES
3. ACKNOWLEDGE THE DONATIONS MADE BY THE BANK IN Management
THE YEAR 2002
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BBVA BANCOMER SA DE CV, MEXICO EGM Meeting Date: 01/07/2004
Issuer: P49505145 ISIN: MX01GF360007
SEDOL: 2968786, 7405374
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO AMEND SEVERAL ARTICLES OF THE COMPANY Management For
BYLAWS IN ORDER TO COMPLY WIT H THE RESOLUTIONS
PROVIDED BY GENERAL RESOLUTION APPLICABLE TO
SECURITIES ISS UERS AND ALL OTHER SECURITIES
MARKET PLAYERS , ISSUED BY THE NATIONAL SECURITI
ES AND BANKING COMMISSION AND PUBLISHED IN THE
FEDERAL OFFICIAL GAZETTE ON 19 MAR 2003
2. AUTHORIZE THE SPECIAL DELEGATES TO FORMALIZE Management For
AND EXECUTE THE RESOLUTIONS ADOPT ED BY THE MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
FOUNTAIN SET (HOLDINGS) LTD AGM Meeting Date: 02/05/2004
Issuer: Y26213101 ISIN: HK0420001817
SEDOL: 6349053
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE A UDITORS FOR THE YE 31
AUG 2003
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT THE DIRECTORS AND FIX THE DIRECTORS Management For
FEES
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
FOUNTAIN SET (HOLDINGS) LTD EGM Meeting Date: 02/05/2004
Issuer: Y26213101 ISIN: HK0420001817
SEDOL: 6349053
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
SHARES IN THE CAPITAL OF THE COMPANY, DURING
THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF
HONG KONG LI MITED OR ANY OTHER STOCK EXCHANGE
ON WHICH THE SHARES OF THE COMPANY MAY BE LI
STED AND RECOGNIZED BY THE SECURITIES AND FUTURES
COMMISSION AND THE STOCK EXC HANGE FOR THIS PURPOSE,
SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSU ED SHARE
CAPITAL AT THE DATE OF PASSING THIS RESOLUTION;
AUTHORITY EXPIRES TH E EARLIER OF, AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY, OR THE EXPIRAT
ION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS
TO BE HELD BY LAW
2. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY, AND TO MAKE AND GRANT
OFFERS, AGREEMEN TS AND OPTIONS INCLUDING WARRANTS,
BONDS, DEBENTURES, NOTES AND OTHER SECURIT IES
WHICH CARRY RIGHTS TO SUBSCRIBE FOR OR ARE CONVERTIBLE
INTO SHARES OF THE COMPANY DURING AND AFTER
THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE
AGGREG ATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY AT THE DATE OF P ASSING
THIS RESOLUTION, OTHERWISE THAN PURSUANT TO (I)
A RIGHTS ISSUE; OR (II) THE EXERCISE OF SUBSCRIPTION
RIGHTS UNDER ANY OPTION SCHEME OR SIMILAR ARRANG
EMENT; OR (III) THE EXERCISE OF SUBSCRIPTION
OR CONVERSION RIGHTS ATTACHED TO ANY EXISTING
WARRANTS, BONDS, DEBENTURES, NOTES AND OTHER
SECURITIES OF THE CO MPANY; OR (IV) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT IN ACCORDANCE
WITH TH E ARTICLES OF ASSOCIATION OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF, A T THE CONCLUSION
OF THE NEXT AGM, OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
3. APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE
AND DEAL WITH ANY ADDITIONAL SHARES OF THE COMPANY
PURSUANT TO RESOLUTION 2, BY AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE S HARE CAPITAL
OF THE COMPANY REPURCHASED BY THE COMPANY PURSUANT
TO RESOLUTION 1, PROVIDED THAT SUCH AMOUNT DOES
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOU
NT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESO LUTION
S.4 AMEND ARTICLES 2, 166, 170, 171, 172, 173, 175 Management For
AND 176 OF THE ARTICLES OF ASSO CIATION OF THE
COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
HOTEL SHILLA CO LTD AGM Meeting Date: 02/27/2004
Issuer: Y3723W102 ISIN: KR7008770000
SEDOL: 6440332
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT Management For
2. ELECT THE AUDITOR Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
4. APPROVE THE REMUNERATION LIMIT FOR THE AUDITORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRONICS CO LTD AGM Meeting Date: 02/27/2004
Issuer: Y74718100 ISIN: KR7005930003
SEDOL: 6771720
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT, THE BALANCE Management For
SHEET, THE PROPOSED DISPOSITION O F RETAINED
EARNING, THE STATEMENT OF PROFIT AND LOSS AND
KRW 5,000 PER 1 COMMO N SHARE AND KRW 5,050 PER
1 PREFERRED SHARE
2.1 ELECT AN EXTERNAL DIRECTOR Management For
2.2 ELECT THE AUDITORS Management For
2.3 ELECT AN INTERNAL DIRECTOR Management For
3. APPROVE THE REMUNERATION LIMIT FOR DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SUNGSHIN CEMENT CO LTD AGM Meeting Date: 02/27/2004
Issuer: Y8240E105 ISIN: KR7004980009
SEDOL: 6860695
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 38TH FINANCIAL STATEMENTS Management For
2. AMEND THE ARTICLES OF ASSOCIATION Management For
3. ELECT THE DIRECTORS Management For
4. ELECT THE AUDITORS Management Against
5. APPROVE THE COMPENSATION AND BONUS FOR THE DIRECTORS Management For
6. APPROVE THE COMPENSATION AND BONUS FOR THE AUDITORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SAPPI LIMITED SPP Annual Meeting Date: 03/01/2004
Issuer: 803069 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1A CONFIRMATION OF APPOINTMENT OF DIRECTOR APPOINTED Management For
SINCE THE LAST ANNUAL GENERAL MEETING: MR J C
A LESLIE
1B CONFIRMATION OF APPOINTMENT OF DIRECTOR APPOINTED Management For
SINCE THE LAST ANNUAL GENERAL MEETING: MR H C
J MAMSCH
1C RE-ELECTION OF RETIRING DIRECTOR: MR M R HAYMON Management For
1D RE-ELECTION OF RETIRING DIRECTOR: MR E VAN AS Management For
1E RE-ELECTION OF RETIRING DIRECTOR: MR D G WILSON Management For
02 SPECIAL RESOLUTION NUMBER 1 - A GENERAL APPROVAL Management For
FOR THE COMPANY AND ITS SUBSIDIARIES TO ACQUIRE
SAPPI LIMITED SHARES.
03 ORDINARY RESOLUTION NUMBER 1 - SPECIFIC APPROVAL Management Against
TO SELL TREASURY SHARES TO THE SAPPI SHARE INCENTIVE
SCHEME.
04 ORDINARY RESOLUTION NUMBER 2 - PLACING ALL THE Management For
UNISSUED ORDINARY SHARES IN THE AUTHORISED SHARE
CAPITAL OF THE COMPANY UNDER THE CONTROL OF THE
DIRECTORS OF THE COMPANY WITH THE AUTHORITY TO
ALLOT AND ISSUE SAME IN TERMS OF THE COMPANIES
ACT AND THE LISTINGS REQUIREMENTS OF THE JSE
SECURITIES EXCHANGE SOUTH AFRICA.
05 ORDINARY RESOLUTION NUMBER 3 - AUTHORITY FOR Management For
DIRECTORS TO SIGN ALL DOCUMENTS AND DO ALL SUCH
THINGS NECESSARY TO IMPLEMENT THE ABOVE RESOLUTIONS.
*** VOTING CUT-OFF DATE: NO LATER THAN FEBRUARY
23, 2004 ***
- ------------------------------------------------------------------------------------------------------------------------------------
SAPPI LTD AGM Meeting Date: 03/01/2004
Issuer: S73544108 ISIN: ZAE000006284
SEDOL: 0775881, 4789510, 5950489, 6776996, 6777007
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
FOR THE YE 30 SEP 2003
1.1 APPOINT JONATHAN CHARLES ALEXANDER LESLIE AS Management For
A DIRECTOR
1.2 APPOINT H.C.J. MAMACH AS A DIRECTOR Management For
2.1 RE-ELECT MR. M.R. HAYMON AS A DIRECTOR Management For
2.2 RE-ELECT MR. EUGENE VAN AS AS A DIRECTOR Management For
2.3 RE-ELECT MR. D.G. WILSON AS A DIRECTOR Management For
3.S1 AUTHORIZE SAPPI AND SAPPI S SUBSIDIARIES TO ACQUIRE Management For
SHARES OF THE COMPANY, IN TERMS OF SECTION 85
AND 89 OF THE COMPANIES ACT 1973, AS AMENDED,
AND OF THE L ISTING REQUIREMENTS OF THE JSE SECURITIES
EXCHANGE SOUTH AFRICA JSE FROM T IME TO TIME,
WHICH LISTING REQUIREMENTS CURRENTLY PROVIDE
INTER ALIA, PROVIDED THAT: (A) ANY SUCH ACQUISITION
OF ORDINARY SHARES SHALL BE IMPLEMENTED ON THE
OPEN MARKET ON THE JSE; AUTHORITY WILL EXPIRE
THE EARLIER OF 15 MONTHS FROM THE PASSING OF
THIS RESOLUTION OR THE CONCLUSION OF THE NEXT
AGM ; (B) A PAID PRESS ANNOUNCEMENT WILL BE PUBLISHED
AS SOON AS THE COMPANY HAS ACQUIRED ORDIN ARY
SHARES CONSTITUTING, ON A CUMULATIVE BASIS, 3%
OF THE NUMBER OF ORDINARY S HARES IN ISSUE PRIOR
TO THE ACQUISITION PURSUANT TO WHICH THE 3% THRESHOLD
IS REACHED, WHICH ANNOUNCEMENT SHALL CONTAIN
FULL DETAILS OF SUCH ACQUISITIONS; ( C) ACQUISITIONS
OF ORDINARY SHARES IN THE AGGREGATE IN ANY ONE
FINANCIAL YEAR MAY NOT EXCEED 10% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL FROM THE DAT
E OF THE GRANT OF THIS GENERAL AUTHORITY; AND
(D) IN DETERMINING THE PRICE AT WHICH THE COMPANY
S ORDINARY SHARES ARE ACQUIRED BY THE COMPANY
IN TERMS OF TH IS GENERAL AUTHORITY, THE MAXIMUM
PREMIUM AT WHICH SUCH ORDINARY SHARES MAY BE
ACQUIRED WILL BE 10% OF THE WEIGHTED AVERAGE
OF THE MARKET PRICE AT WHICH SUC H ORDINARY SHARES
ARE TRADED ON THE JSE, AS DETERMINED OVER THE
5 BUSINESS DAY S IMMEDIATELY PRECEDING THE DATE
OF REPURCHASE OF SUCH ORDINARY SHARES BY THE COMPANY
4.O1 GRANT AUTHORITY TO ANY SUBSIDIARY OF SAPPI LIMITED Management Against
TO SELL AND TRANSFER TO THE SAPPI LIMITED SHARE
INCENTIVE SCHEME SCHEME THAT NUMBER OF THE
SAPPI SHARES REPURCHASED BY THAT SAPPI SUBSIDIARY
BUT NOT EXCEEDING 17,930,392 SHARES, BE ING
THE MAXIMUM NUMBER OF SHARES AVAILABLE TO THE
SCHEME AS MAY BE REQUIRED B Y THE SCHEME FROM
TIME TO TIME ONCE A PARTICIPANT OR GROUP OF PARTICIPANTS
TO WHOM THE SHARES WILL BE ALLOCATED HAS BEEN
FORMALLY IDENTIFIED, AT THE PRICE A T WHICH THE
PARTICIPANT OR GROUP OF PARTICIPANTS IS ALLOWED
TO SUBSCRIBE FOR S HARES, SUBJECT TO THE PROVISIONS
OF THE COMPANIES ACT 61 OF 1973 AND THE LISTI
NG REQUIREMENTS OF THE JSE SECURITIES EXCHANGE
SOUTH AFRICA
5.O2 APPROVE TO PLACE ALL THE UNISSUED ORDINARY SHARES Management For
IN THE AUTHORIZED SHARE CAPI TAL OF THE COMPANY
UNDER THE CONTROL OF THE DIRECTORS OF THE COMPANY,
SUBJECT TO THE PROVISIONS OF SECTIONS 221 AND
222 OF THE COMPANIES ACT 61 OF 1973
6.O3 AUTHORIZE THE DIRECTORS TO SIGN ALL DOCUMENTS Management For
AND DO ALL SUCH THINGS NECESSARY TO IMPLEMENT
THE RESOLUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD OGM Meeting Date: 03/08/2004
Issuer: S31755101 ISIN: ZAE000018123
SEDOL: 0298377, 4281221, 5734177, 6280215, 7514861
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ALLOTMENT AND ISSUE BY THE BOARD Management For
OF DIRECTORS OF GFI MINING SOUTH AFRICA LIMITED
OF NEW ORDINARY SHARES WITH A PAR VALUE OF ZAR
1.00 EACH, REPR ESENTING 15 PER CENT OF THE ISSUED
ORDINARY SHARE CAPITAL OF GFI-SA, FOR AN AG GREGATE
SUBSCRIPTION PRICE OF ZAR 4 139 MILLION, TO MVELAPHANDA
GOLD TERMS OF THE SPECIFIC ISSUE OF SHARES FOR
CASH, DETAILS OF WHICH ARE REFLECTED IN THE C
IRCULAR TO WHICH THIS NOTICE IS ATTACHED AND
IN ACCORDANCE WITH SECTION 5.51 O F THE LISTING
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH
AFRICA
2. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For
IN TERMS OF SECTION 221 OF THE COMPANIES ACT
1973, TO ALLOT AND ISSUE NEW ORDINARY SHARES
WITH A PAR VALUE O F 50 CENTS EACH IN THE SHARE
CAPITAL OF THE COMPANY TO MVELA GOLD OR TO MICAWB
ER 325 OR TO THE MEZZANINE FINANCIERS IF ORDINARY
SHARES IN GFI-SA ARE SOLD TO THE COMPANY PURSUANT
TO THE COMPANY EXERCISING ITS RIGHT OF CALL IN
RESPECT O F SUCH SHARES OR PURSUANT TO MVELA
GOLD OR MEZZ SPV OR THE MEZZANINE FINANCIER S,
AS THE CASE MAY BE, EXERCISING THE RIGHT TO
PUT SUCH SHARES TO THE COMPANY
3. AUTHORIZE ANY MEMBER OF THE BOARD OF DIRECTORS Management For
OF THE COMPANY TO SIGN ALL SUCH DOCUMENTS AND
DO ALL SUCH THINGS AS MAY BE NECESSARY FOR OR
INCIDENTLY TO THE IMPLEMENTATION OF ORDINARY
RESOLUTIONS NUMBER 1 AND 2 INCLUDING EXERCISING
TH EIR VOTES AT ANY GENERAL MEETING OF GFI-SA
IN FAVOR OF ANY RESOLUTION SPECIFIC ALLY AUTHORIZING
THE ALLOTMENT AND ISSUE OF NEW ORDINARY SHARES
IN GFI-SA TO M VELA GOLD OR TO MEZZ SPV OR TO
THE MEZZANINE FINANCIERS, AS THE CASE MAY BE,
I N TERMS OF SECTIONS 221 OF THE COMPANIES ACT
- ------------------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK EGM Meeting Date: 03/10/2004
Issuer: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPLACEMENT OF ANNUAL REPORT AND Management Against
CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR
2002, THAT WERE RACTIFIED IN THE EGM ON 09 MAY
2003
2. APPROVE THE ANNUAL REPORT 2002 AND RATIFICATION Management Against
OF THE CONSOLIDATED FINANCIAL STATEMENT OF 2002
THAT HAVE BEEN RESTATED AND RE-AUDITED
3. APPROVE TO RATIFY THE RE-STATED CONSOLIDATED Management Against
FINANCIAL STATEMENT OF 2000 AND 2 001
4. APPROVE THE RESTATEMENT OF THE COMPANY NET INCOME Management Against
ALLOCATION FOR THE YEAR 2000 , 2001 AND 2002
5. AMEND THE COMPOSITION OF THE BOARD OF COMMISSIONERS Management For
AND BOARD OF DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Annual Meeting Date: 03/11/2004
Issuer: 344419 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
I REPORT OF THE BOARD OF DIRECTORS; PRESENTATION Management For No
OF THE FINANCIAL STATEMENTS OF FOMENTO ECONOMICO
MEXICANO, S.A. DE C.V., FOR THE 2003 FISCAL YEAR,
AND THE REPORT OF THE EXAMINER PURSUANT TO ARTICLE
172 OF THE GENERAL LAW OF COMMERCIAL COMPANIES
( LEY GENERAL DE SOCIEDADES MERCANTILES ).
II APPLICATION OF THE RESULTS FOR THE 2003 FISCAL Management Against Yes
YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND,
IN MEXICO PESOS.
III PROPOSAL TO DETERMINE THE MAXIMUM AMOUNT TO BE Management For No
USED IN THE SHARE REPURCHASE PROGRAM.
IV ELECTION OF THE DIRECTORS, EXAMINERS, CHAIRMAN Management For No
AND SECRETARY OF THE BOARD OF DIRECTORS FOR THE
2004 FISCAL YEAR, AND RESOLUTION WITH RESPECT
TO THEIR REMUNERATION.
V APPOINTMENT OF COMMITTEES. Management For No
VI APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS Management For No
MEETING.
VII MINUTES OF THE SHAREHOLDERS MEETING. Management For No
- ------------------------------------------------------------------------------------------------------------------------------------
ICICI BANK LTD EGM Meeting Date: 03/12/2004
Issuer: Y38575109 ISIN: INE090A01013
SEDOL: 6100368
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE BOARD OF DIRECTORS OF THE BANK Management For
BOARD TO INCLUDE ANY COMMITTEE(S ) TO BE CONSTITUTED
BY THE BOARD TO CREATE,
ISSUE, OFFER A ND ALLOT
IN THE COURSE
OF ONE OR MORE PUBLIC OR PRIVATE OFFERINGS IN
DOMESTIC AND/ OR ONE OR MORE INTERNATIONAL MARKET(S),
EQUITY SHARES AND/OR EQUITY SHARES THR OUGH DEPOSITORY
RECEIPTS AND/OR CONVERTIBLE BONDS AND/OR SECURITIES
2. RE-APPOINT MS. LALITA D. GUPTE Management For
AS JOI NT MANAGING DIRECTOR OF THE BANK
- ------------------------------------------------------------------------------------------------------------------------------------
LG ELECTRONICS INC AGM Meeting Date: 03/12/2004
Issuer: Y5275H177 ISIN: KR7066570003
SEDOL: 6520739
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS EXPECTED CASH Management For
DIVIDEND: KRW 1,250 PER 1 ORDI NARY SHARE, KRW
1,300 PER 1 PREFERRED SHARE
2. APPROVE THE PARTIAL AMENDMENT TO ARTICLES OF INCORPORATION Management For
3. ELECT NEW OUTSIDE DIRECTORS Management For
4. ELECT NEW AUDIT COMMITTEE MEMBERS Management For
5. APPROVE THE DECISION OF LIMIT OF REMUNERATION Management For
FOR DIRECTORS
6. APPROVE THE SEVERANCE PAYMENT FOR DIRECTORS Management Against
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO PKX Annual Meeting Date: 03/12/2004
Issuer: 693483 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF BALANCE SHEET, INCOME STATEMENT, Management For
AND THE STATEMENT OF APPROPRIATION OF RETAINED
EARNINGS FOR THE 36TH FISCAL YEAR (FROM JANUARY
1, 2003 TO DECEMBER 31, 2003)
2A AMENDMENT TO THE ARTICLES OF INCORPORATION: INTRODUCTION Management For
OF CUMULATIVE VOTING SYSTEM
2B AMENDMENT TO THE ARTICLES OF INCORPORATION: IMPROVEMENT Management For
OF CORPORATE GOVERNANCE AND OTHERS
3A DIRECTOR Management For No
3B1 ELECTION OF OUTSIDE DIRECTOR AS AUDIT COMMITTEE Management For
MEMBER: JEFFREY D. JONES
3B2 ELECTION OF OUTSIDE DIRECTOR AS AUDIT COMMITTEE Management For
MEMBER: YOON-SUK SUH
3C1 ELECTION OF STANDING DIRECTOR: KU-TAEK LEE Management For
3C2 ELECTION OF STANDING DIRECTOR: CHANG-OH KANG Management For
3C3 ELECTION OF STANDING DIRECTOR: KYEONG-RYUL RYOO Management For
3C4 ELECTION OF STANDING DIRECTOR: SEOK-MAN YOON Management For
3C5 ELECTION OF STANDING DIRECTOR: JOON-YANG CHUNG Management For
04 APPROVAL OF THE CEILING AMOUNT OF TOTAL REMUNERATION Management For
FOR THE DIRECTORS FOR THE FISCAL YEAR 2004
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 03/12/2004
Issuer: Y70334100 ISIN: KR7005490008
SEDOL: 6693233
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 122864 DUE TO THE ADDITIONA L RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE FINANCIAL STATEMENTS/CASH DIVIDEND Management For
KRW 5,000 FOR 1 COMMON SHARE
2.1 APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION AS FOLLOWS: IND UCTION OF ACCUMULATIVE
VOTING
2.2 APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION AS FOLLOWS: IMP ROVEMENT OF
CORPORATE GOVERNANCE
3.1 ELECT OUTSIDE DIRECTORS Management For
3.2 ELECT OUTSIDE DIRECTORS AS AUDIT COMMITTEE MEMBERS Management For
3.3 ELECT STANDING DIRECTORS Management For
4. APPROVE THE CEILING AMOUNT OF TOTAL REMUNERATION Management For
FOR THE DIRECTORS FOR THE FIS CAL YEAR 2004
- ------------------------------------------------------------------------------------------------------------------------------------
SK CORPORATION AGM Meeting Date: 03/12/2004
Issuer: Y80662102 ISIN: KR7003600004
SEDOL: 6988371
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE 2003 FINANCIAL STATEMENTS Management For
2.1 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
APPROVE AMENDMENTS TO THE ART ICLES OF INCORPORATION;
DELETION OF NON-ADOPTION OF CONCENTRATED VOTING
SYSTEM , PROPOSED BY A SHAREHOLDER
2.2 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
AMEND THE ARTICLES OF INCORPO RATION PROPOSED
BY A SHAREHOLDER
2.3 AMEND THE ARTICLES OF INCORPORATION PROPOSED Management Against
BY SK CORP
3.1 ELECT MR. HC SHIN AS A DIRECTOR AS PROPOSED BY Management Against
SK
* PLEASE NOTE THAT ALTHOUGH THERE ARE 3 CANDIDATES Non-Voting Non-Vote Proposal
(1 OF THEM PROPOSED BY SHAREH OLDERS, 1 OF THEM
PROPOSED BY MANAGEMENT AND 1 ONE OF THEM PROPOSED
BY BOTH SH AREHOLDERS AND MANAGEMENT) TO BE ELECTED
AS DIRECTORS, THERE ARE ONLY 2 VACANC IES AVAILABLE
TO BE FILLED AT THE MEETING. THANK YOU.
3.2.A PLEASE NOTE THAT THIS RESOLUTIONS IS PROPOSED Management For
BY BOTH THE SHAREHOLDERS AND THE COMPANY: ELECT
MR. DAE WOO NAM AS AN OUTSIDE DIRECTOR TO BE
A MEMBER OF THE A UDIT COMMISSION
3.2.B PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. JOON GI KIM AS AN O UTSIDE DIRECTOR
TO BE A MEMBER OF THE AUDIT COMMISSION AS PROPOSED
BY A SHAREH OLDER
3.2.C ELECT MR. YOON SEUK SUH, AS AN OUTSIDE DIRECTOR Management Against
TO BE A MEMBER OF THE AUDIT CO MMISSION AS PROPOSED
BY SK (COMPANY)
* PLEASE NOTE THAT ALTHOUGH THERE ARE 6 CANDIDATES Non-Voting Non-Vote Proposal
(3 OF THEM PROPOSED BY SHAREH OLDERS AND 3 OF
THEM PROPOSED BY MANAGEMENT) TO BE ELECTED AS
DIRECTORS, THERE ARE ONLY 3 VACANCIES AVAILABLE
TO BE FILLED AT THE MEETING. THANK YOU
3.3.A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. JIN MAN KIM AS AN O UTSIDE DIRECTOR
AS PROPOSED BY A SHAREHOLDER
3.3.B PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. DONG SUNG CHO AS AN OUTSIDE DIRECTOR
AS PROPOSED BY A SHAREHOLDER
3.3.C PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. SEUNG SOO HAN AS AN OUTSIDE DIRECTOR
AS PROPOSED BY A SHAREHOLDER
3.3.D ELECT MR. SOON CHO AS AN OUTSIDE DIRECTOR AS Management Against
PROPOSED BY SK
3.3.E ELECT MR. SE JONG OH AS AN OUTSIDE DIRECTOR AS Management Against
PROPOSED BY SK
3.3.F ELECT MR. TAE YU KIM AS AN OUTSIDE DIRECTOR AS Management Against
PROPOSED BY SK
4. APPROVE THE REMUNERATION LIMIT FOR DIRECTORS Management For
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 126245 DUE TO A CHANGE IN T HE VOTING STATUS
AND NUMBERING OF THE RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS M EETING
NOTICE. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
SK TELECOM CO LTD AGM Meeting Date: 03/12/2004
Issuer: Y4935N104 ISIN: KR7017670001
SEDOL: 6224871
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management For
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
4.1 APPOINT THE INTERNAL DIRECTORS Management For
4.2 APPOINT THE OUTSIDE DIRECTORS FOR AUDITORS COMMITTEE Management For
5. APPROVE THE RESIGNATION OF MR. TAE WON CHOI AND Management For
MR. GIL SEUNG SON
- ------------------------------------------------------------------------------------------------------------------------------------
LG CHEM LTD AGM Meeting Date: 03/17/2004
Issuer: Y52758102 ISIN: KR7051910008
SEDOL: 6346913
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT AND THE DIVIDEND Management For
KRW 1,750 PER 1 COMMON SHARE
2. AMEND THE ARTICLES OF INCORPORATION Management For
3.1 ELECT MS./MR. HO-SOO OH AS A DIRECTOR Management For
3.2 ELECT MS./MR. HO-KOON PARK AS A DIRECTOR Management For
3.3 ELECT MS./MR. YOUNG-MOO LEE AS A DIRECTOR Management For
3.4 ELECT MS./MR. GUN-SIK KIM AS A DIRECTOR Management For
4. ELECT THE AUDITOR S COMMITTEE MEMBER Management For
5. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
NEDCOR LTD (FORMERLY NEDBANK GROUP LTD) AGM Meeting Date: 03/17/2004
Issuer: S55000103 ISIN: ZAE000004875
SEDOL: 5905586, 6628008
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting Non-Vote Proposal
MEETING. THANK YOU.
S.1 APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For
CAPITAL OF NEDCOR FROM ZAR 3 50,000,000, DIVIDED
INTO 350,000,000 ORDINARY SHARES OF 100 CENTS
EACH TO ZAR 6000,000,000 DIVIDED INTO 600,000,000
ORDINARY SHARES OF 100 CENTS EACH BY TH E CREATION
OF 250,000,000 NEW ORDINARY SHARES OF 100 CENTS
EACH RANKING PARI P ASSU IN ALL RESPECTS WITH
THE EXISTING ORDINARY SHARES IN THE ISSUED ORDINARY
SHARE CAPITAL OF NEDCOR
O.1 AUTHORIZE THE DIRECTORS TO PLACE THE AUTHORIZED Management For
BUT UNISSUED ORDINARY SHARES I N THE SHARE CAPITAL
OF NEDCOR UNDER THE CONTROL OF THE DIRECTORS,
WHO ARE AUTH ORIZED TO ALLOT THESE SHARES ON
SUCH TERMS AND CONDITIONS AND AT SUCH TIMES AS
THEY DEEM FIT, SUBJECT TO THE PROVISIONS OF THE
COMPANIES ACT (ACT 61 OF 1973 ), AS AMENDED,
THE BANKS ACT ( ACT 94 OF 1990), AS AMENDED,
AND THE LISTING RE QUIREMENTS OF THE JSE SECURITIES
EXCHANGE SOUTH AFRICA AUTHORITY EXPIRES AT T
HE 2004 AGM OF NEDCOR
O.2 AUTHORIZE ANY MEMBER OF THE BOARD OF DIRECTORS Management For
OF NEDCOR TO SIGN ALL SUCH DOCU MENTS AND DO
ALL SUCH THINGS AS MAY BE NECESSARY FOR OR INCIDENTAL
TO THE IMPL EMENTATION OF THE SPECIAL RESOLUTION
AND ORDINARY RESOLUTION NUMBER 1
- ------------------------------------------------------------------------------------------------------------------------------------
KT&G CORPORATION AGM Meeting Date: 03/18/2004
Issuer: Y49904108 ISIN: KR7033780008
SEDOL: 6175076
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management For
2. AMEND ARTICLES OF INCORPORATION PARTIALLY Management For
3. ELECT THE CEO OF THE COMPANY Management For
4. ELECT TWO EXECUTIVE DIRECTORS Management For
5. ELECT THE OUTSIDE DIRECTOR Management For
6. ELECT FIVE OUTSIDE DIRECTOR AS AUDIT COMMITTEE Management For
MEMBERS
7. APPROVE TO FIX THE LIMIT ON THE REMUNERATION Management For
FOR DIRECTORS
8. APPROVE TO CHANGE THE RETIREMENT BENEFIT FOR Management For
THE EXECUTIVE DIRECTORS
9. APPROVE TO CHANGE THE RETIREMENT BENEFIT FOR Management For
THE DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
KT&G CORPORATION AGM Meeting Date: 03/18/2004
Issuer: Y49904108 ISIN: KR7033780008
SEDOL: 6175076
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID #127352 DUE TO THE REVISED AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS NOTICE OF MEETING WILL
BE DISREGA RDED AND YOU WILL NEED TO REINSTRUCT
ON THIS NOTICE OF MEETING. THANK YOU.
1. APPROVE THE BALANCE SHEET, INCOME STATEMENT AND Management For
STATEMENT OF APPROPRIATION OF RETAINED FOR THE
17TH FY
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPOINT MR. KWAK, YOUNG KYOON AS THE PRESIDENT Management For
4.1 APPOINT MR. LEE, KWANG YOUL AS THE EXECUTIVE DIRECTOR Management For
4.2 APPOINT MR. MIN, YOUNG JIN AS THE EXECUTIVE DIRECTOR Management For
5. APPOINT MR. CHA, SUN GAK AS THE OUTSIDE DIRECTOR Management For
6.1 APPOINT MR. KIM, JIN HYUN AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
6.2 APPOINT MR. LEE, MAN WOO AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT C OMMITTEE MEMBER
6.3 APPOINT MR. SOH, SOON MOO AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
6.4 APPOINT MR. KIM, BYONG KYUN AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDI T COMMITTEE MEMBER
6.5 APPOINT MR. LEE, KYUNG JAE AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
7. APPROVE THE CAP ON THE REMUNERATION OF DIRECTORS Management For
8. AMEND THE REGULATION ON PAYMENT OF RETIREMENT Management For
ALLOWANCES OF EXECUTIVE DIRECTOR S
9. AMEND THE REGULATION ON PAYMENT OF RETIREMENT Management For
ALLOWANCES OF MANAGED OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
ASIANA AIRLINE INC AGM Meeting Date: 03/19/2004
Issuer: Y03355107 ISIN: KR7020560009
SEDOL: 6200202
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT Management For
2. ELECT THE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT FOR DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
OJSC SURGUTNEFTEGAS SGTZY Annual Meeting Date: 03/20/2004
Issuer: 868861 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF OJSC SURGUTNEFTEGAZ ANNUAL REPORT Management Abstain Yes
ON RESULTS OF BUSINESS ACTIVITY FOR 2003
02 APPROVAL OF THE ANNUAL ACCOUNTING STATEMENTS Management Abstain Yes
OF OJSC SURGUTNEFTEGAZ INCLUDING PROFIT AND
LOSS STATEMENTS FOR 2003
03 DISTRIBUTION OF PROFIT (LOSS) OF OJSC SURGUTNEFTEGAZ Management Abstain Yes
FOR 2003, INCLUDING THE DIVIDEND PAYMENT (DECLARATION),
APPROVAL OF THE SIZE, OF THE FORM, OF THE SCHEDULE
OF DIVIDEND PAYMENT ON SHARES OF EACH CATEGORY
(TYPE)
04 ELECTING MEMBERS OF OJSC SURGUTNEFTEGAZ BOARD Management Abstain Yes
OF DIRECTORS.
5A ELECTING MEMBER OF OJSC SURGUTNEFTEGAZ AUDITING Management Abstain Yes
COMMITTEE. BELOUSOVA TATYANA MIKHAILOVNA
5B ELECTING MEMBER OF OJSC SURGUTNEFTEGAZ AUDITING Management Abstain Yes
COMMITTEE. KOMAROVA VALENTINA PANTELEEVNA
5C ELECTING MEMBER OF OJSC SURGUTNEFTEGAZ AUDITING Management Abstain Yes
COMMITTEE. OLEYNIK TAMARA FEDORORVA
06 APPROVAL OF THE AUDIT OF OJSC SURGUTNEFTEGAZ Management Abstain Yes
FOR 2003.
07 APPROVAL OF TRANSACTIONS WITH AN INTERESTED PARTY, Management Abstain Yes
WHICH MAY BE CONDUCTED BY OJSC SURGUTNEFTEGAF
IN THE COURSE OF GENERAL BUSINESS ACTIVITY
- ------------------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK KB Annual Meeting Date: 03/23/2004
Issuer: 50049M ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF BALANCE SHEET, INCOME STATEMENT AND Management For
STATEMENT OF DISPOSITION OF DEFICIT FOR FY2003
02 AMENDMENT TO THE ARTICLES OF INCORPORATION Management For
03 APPOINTMENT OF DIRECTORS Management For
04 APPOINTMENT TO THE AUDIT COMMITTEE MEMBER CANDIDATES Management For
WHO ARE NON-EXECUTIVE DIRECTORS
05 APPROVAL OF THE GRANTED STOCK OPTIONS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK AGM Meeting Date: 03/23/2004
Issuer: Y4822W100 ISIN: KR7060000007
SEDOL: 6419365
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT Management For
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPOINT THE DIRECTORS Management For
4. APPOINT THE CANDIDATE FOR AUDIT COMMITTEE Management For
5. APPROVE THE ENDOWMENT OF STOCK OPTION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANIA DE MINAS BUENAVENTURA SA BUENA AGM Meeting Date: 03/26/2004
Issuer: P66805147 ISIN: PEP612001003
SEDOL: 2894988
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS FOR THE FYE Management For
31 DEC 2003
2. APPOINT THE EXTERNAL AUDITORS FOR THE FY 2004 Management For
3. APPROVE TO PAY A CASH DIVIDEND PAYMENT OF USD Management Against
0.16 PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------------
AKBANK OGM Meeting Date: 03/29/2004
Issuer: M0300L106 ISIN: TRAAKBNK91N6 BLOCKING
SEDOL: 4011127
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CONSTITUTION OF THE PRESIDING COMMITTEE AND AUTHORIZE Management
THE PRESIDING COMMITTEE TO SIGN THE MEETING MINUTES
1. CONSTITUTION OF THE PRESIDING COMMITTEE AND AUTHORIZE Management
THE PRESIDING COMMITTEE TO SIGN THE MEETING MINUTES
2. RECEIVE THE BOARD OF DIRECTORS, AUDITORS AND Management
INDEPENDENT AUDIT FIRM REPORTS
2. RECEIVE THE BOARD OF DIRECTORS, AUDITORS AND Management
INDEPENDENT AUDIT FIRM REPORTS
3. CONSIDER AND APPROVE THE YEAR 2003 BALANCE SHEET Management
AND PROFIT AND LOSS STATEMENT AND DISCHARGE THE
BOARD OF DIRECTORS AND AUDITORS ACCORDINGLY
3. CONSIDER AND APPROVE THE YEAR 2003 BALANCE SHEET Management
AND PROFIT AND LOSS STATEMENT AND DISCHARGE THE
BOARD OF DIRECTORS AND AUDITORS ACCORDINGLY
4. DECIDE ON THE YEAR 2003 PROFITS DISTRIBUTION Management
4. DECIDE ON THE YEAR 2003 PROFITS DISTRIBUTION Management
5. RE-ELECT/ELECT THE MEMBERS OF BOARD OF DIRECTORS Management
AND SET THEIR REMUNERATION
5. RE-ELECT/ELECT THE MEMBERS OF BOARD OF DIRECTORS Management
AND SET THEIR REMUNERATION
6. ACKNOWLEDGE THE DONATIONS MADE BY THE BANK DURING Management
THE YEAR 2003
6. ACKNOWLEDGE THE DONATIONS MADE BY THE BANK DURING Management
THE YEAR 2003
7. AUTHORIZE THE MEMBERS OF THE BOARD OF DIRECTORS Management
TO EXERCISE THEIR RIGHTS SUBJE CT TO THE ARTICLES
334 AND 335 OF THE TURKISH COMMERCE CODE
7. AUTHORIZE THE MEMBERS OF THE BOARD OF DIRECTORS Management
TO EXERCISE THEIR RIGHTS SUBJE CT TO THE ARTICLES
334 AND 335 OF THE TURKISH COMMERCE CODE
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 126732 DUE TO AN ADDITIONAL RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 126732 DUE TO AN ADDITIONAL RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBR Annual Meeting Date: 03/29/2004
Issuer: 71654V ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
A1 APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL Management For No
STATEMENTS AND AUDIT COMMITTEE S OPINION FOR
THE FISCAL YEAR 2003.
A2 APPROVAL OF THE CAPITAL EXPENDITURES BUDGET Management For No
FOR THE FISCAL YEAR 2004.
A3 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE Management For No
FISCAL YEAR 2003.
A4 APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD Management For No
OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE
MAJORITY OF THE SHAREHOLDERS AT THE MEETING.*
E1 APPROVAL OF THE INCREASE IN CAPITAL STOCK THROUGH Shareholder For No
THE INCORPORATION OF PART OF THE REVENUE RESERVES
CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING
TO R$ 13,033 MILLION, INCREASING THE CAPITAL
STOCK FROM R$ 19,863 MILLION TO R$ 32,896 MILLION
WITHOUT ANY CHANGE TO THE NUMBER OF ISSUED SHARES.
E2 APPROVAL OF THE INCREASE IN THE LIMIT OF AUTHORIZED Shareholder For No
CAPITAL FROM R$ 30 BILLION TO R$ 60 BILLION.
E3 APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION Management For No
OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR PARTICIPATION IN
THE PROFITS.
- ------------------------------------------------------------------------------------------------------------------------------------
KORAM BANK LTD AGM Meeting Date: 03/30/2004
Issuer: Y4821K107 ISIN: KR7016830002
SEDOL: 6495581
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET AND THE INCOME STATEMENTS Management For
2. APPROVE THE STATEMENT OF APPROPRIATION OF UNAPPROPRIATED Management For
RETAINED EARNINGS
3. APPROVE THE STOCK CONSOLIDATION FOR CAPITAL REDUCTION Management For
ON PREFERRED SHARES KRW 39,000,000,000
4. APPROVE THE AMENDMENT TO LIMIT OF REMUNERATION Management For
FOR THE DIRECTORS
5.1 ELECT MR. YOUNG GU, HA AS A DIRECTOR Management For
5.2 ELECT MR. BYEONG JOO, KIM AS A DIRECTOR Management For
5.3 ELECT MR. TIMOTHY RYAN, JR. AS A DIRECTOR Management For
5.4 ELECT MR. PETER J. CLARE AS A DIRECTOR Management For
5.5 ELECT MR. TIMOTHY C.M. CHIA AS A DIRECTOR Management For
5.6 ELECT MR. LUC VILLETTE AS A DIRECTOR Management For
5.7 ELECT MR. SEOK HYUN, YOON AS A DIRECTOR Management For
5.8 ELECT MR. TON J. DE BOER AS A DIRECTOR Management For
5.9 ELECT MR. NAM WOO, RHEE AS A DIRECTOR Management For
6. ELECT AN AUDIT COMMITTEE MEMBER AS AN OUTSIDE Management For
DIRECTOR
7. APPROVE THE STOCK OPTION FOR STAFF Management For
- ------------------------------------------------------------------------------------------------------------------------------------
HURRIYET GAZETE AGM Meeting Date: 03/31/2004
Issuer: M5316N103 ISIN: TRAHURGZ91D9 BLOCKING
SEDOL: 4311560, 4445276
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CONSTITUTION OF THE PRESIDING COMMITTEE Management
2. AUTHORIZE THE PRESIDING COMMITTEE TO SIGN THE Management
MEETING MINUTES
3. RECEIVE AND DISCUSS THE BOARD OF DIRECTORS ACTIVITY Management
REPORT, THE AUDITOR REPORT AND THE INDEPENDENT
AUDIT REPORT FOR THE YEAR 2003
4. ACKNOWLEDGE THE DONATIONS MADE DURING THE YEAR Management
2003
5. RECEIVE, DISCUSS AND RATIFY THE YEAR 2003 BALANCE Management
SHEET AND INCOME STATEMENT
6. DISCHARGE THE MEMBERS OF THE BOARD OF DIRECTORS Management
AND AUDITORS FROM LIABILITY FO R THE YEAR 2003
ACTIVITIES, TRANSACTIONS AND ACCOUNTS
7. DECIDE ON THE YEAR 2003 PROFIT DISTRIBUTION Management
8. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS FOR Management
THE YEAR 2004
9. APPOINT THE AUDITORS FOR THE YEAR 2004 Management
10. DETERMINE THE REMUNERATION OF THE MEMBERS OF Management
THE BOARD OF DIRECTORS AND AUDITO RS
11. AUTHORIZE THE MEMBERS OF THE BOARD OF DIRECTORS Management
TO EXERCISE THEIR RIGHTS SUBJE CT TO THE ARTICLES
334 AND 335 OF THE TURKISH COMMERCE CODE
- ------------------------------------------------------------------------------------------------------------------------------------
TURKIYE GARANTI BANKASI AS OGM Meeting Date: 04/05/2004
Issuer: M4752S106 ISIN: TRAGARAN91N1 BLOCKING
SEDOL: 4361617
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING AND THE CONSTITUTION OF THE BOARD OF PRESIDENCY Management
2. AUTHORIZE THE BOARD OF PRESIDENCY FOR THE SIGNING Management
OF THE MINUTES OF THE MEETIN G
3. RECEIVE AND DISCUSS THE BOARD OF DIRECTORS ACTIVITY Management
REPORT AND THE AUDITORS RE PORTS
4. RECEIVE, DISCUSS AND RATIFY THE BALANCE SHEET Management
AND PROFIT AND LOSS STATEMENT, A ND DECIDE ON
THE BOARD OF DIRECTORS PROPOSAL ON THE PROFITS
DISTRIBUTION
5. DECIDE ON THE RELEASE OF THE BOARD MEMBERS AND Management
AUDITORS
6. RATIFY THE APPOINTMENT OF THE MEMBER OF THE BOARD Management
OF DIRECTORS DURING THE YEAR TO FILL THE VACANCY
7. DETERMINE THE BOARD MEMBERS AND AUDITOR S WAGES Management
AND THE ATTENDANCE FEES
8. ACKNOWLEDGE THE DONATIONS MADE DURING THE YEAR Management
9. APPROVE THE EXTERNAL AUDIT COMPANY S ELECTION Management
IN ACCORDANCE WITH THE CAPITAL M ARKET S BOARD
S RELATED REGULATION
10. AUTHORIZE THE BOARD MEMBERS TO DO BUSINESS WITH Management
THE BANK, AS PER ARTICLES 334 AND 335 OF THE
TURKISH COMMERCIAL CODE, THE PROVISIONS OF BANK
S ACT BEING RES ERVED
- ------------------------------------------------------------------------------------------------------------------------------------
BANK POLSKA KASA OPIEKI -GRUPA PEKAO S.A., WARSZAWA AGM Meeting Date: 04/07/2004
Issuer: X0641X106 ISIN: PLPEKAO00016 BLOCKING
SEDOL: 5473113
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING OF THE MEETING Management
2. APPOINT THE MEETING S CHAIRMAN Management
3. APPROVE THE STATEMENT OF THE MEETING S LEGAL VALIDITY Management
4. APPOINT THE SCRUTINY COMMISSION Management
5. APPROVE THE AGENDA Management
6. APPROVE THE MANAGEMENT S REPORT ON THE COMPANY Management
S ACTIVITY IN 2003
7. APPROVE THE FINANCIAL REPORT OF THE BANK FOR 2003 Management
8. APPROVE THE MANAGEMENT S BOARD REPORT ON THE Management
ACTIVITY OF THE BANK S CAPITAL GR OUP IN 2003
9. APPROVE THE CONSOLIDATED FINANCIAL REPORT OF Management
THE BANK S CAPITAL GROUP FOR 2003
10. APPROVE THE MANAGEMENT BOARD S MOTION ON DISTRIBUTION Management
OF THE BANK S NET PROFIT FOR 2003
11. APPROVE THE SUPERVISORY BOARD S REPORT ON ITS Management
ACTIVITY IN 2003 AND THE RESULTS OF REVIEW OF
THE REPORTS: ON ACTIVITY OF THE BANK AND OF THE
BANK S CAPITAL G ROUP IN 2003, FINANCIAL REPORTS
OF THE BANK AND OF THE BANK S CAPITAL GROUP FO
R 2003, AS WELL AS THE MANAGEMENT BOARD S MOTION
ON DISTRIBUTION OF THE BANK S NET PROFIT FOR 2003
12. ADOPT THE RESOLUTION ON: 1) THE MANAGEMENT BOARD Management
S REPORT ON BANK S ACTIVITY I N 2003; 2) THE
FINANCIAL REPORT OF THE BANK FOR 2003; 3) THE
MANAGEMENT BOARD S REPORT ON ACTIVITY OF THE
BANK S CAPITAL GROUP IN 2003; 4) THE CONSOLIDATED
FINANCIAL REPORT OF THE BANK S CAPITAL GROUP
FOR 2003; 5) DISTRIBUTION OF THE BANK S NET PROFIT
FOR 2003; 6) THE REPORT OF THE SUPERVISORY BOARD
ON ITS ACTI VITY IN 2003; 7) THE PERFORMANCE
OF DUTIES BY MEMBERS OF THE SUPERVISORY BOARD
S IN 2003; AND 8) THE PERFORMANCE OF DUTIES BY
MEMBERS OF THE MANAGEMENT BOAR D IN 2003
13. APPROVE THE MOTION TO INCREASE THE STATUTORY Management
CAPITAL OF THE BANK THROUGH ISSUI NG SERIES H
SHARES WITHING FRAMEWORK OF STOCK OPTION PROGRAM
FOR THE MANAGEMEN T, DEPREVING SHAREHOLDERS OF
PRE-EMPTIVE RIGHTS FOR SERIES H SHARES IN WHOLE
A ND AMENDMENTS TO THE BANK S STATUTE TEXT
14. ADOPT THE RESOLUTION ON INTRODUCING THE SERIES Management
H SHARES INTO THE PUBLIC TRADE
15. APPROVE THE MOTION AND ADOPT THE RESOLUTION ON Management
AUTHORIZING THE SUPERVISORY BOA RD TO ESTABLISH
THE UNIFORM STATUTE TEXT IN CONNECTION WITH AMENDMENTS
TO THE BANK S STATUTE RESULTING FROM INCREASING
THE STATUTORY CAPITAL THROUGH ISSUING SERIES
H SHARES
16. APPROVE THE MOTION AND ADOPT THE RESOLUTION ON Management
THE AMENDMENTS TO THE BANK S ST ATUTE
17. ADOPT THE RESOLUTION ON ESTABLISHING THE BANK Management
S UNIFORM STATUTE TEXT
18. ADOPT THE RESOLUTION ON AMENDMENTS TO THE RULES Management
OF PROCEDURE OF THE GENERAL ME ETINGS OF THE BANK
19. MISCELLANEOUS MATTERS Other
20. CLOSING OF THE MEETING Management
- ------------------------------------------------------------------------------------------------------------------------------------
BANGKOK BANK PUBLIC CO LTD BBL AGM Meeting Date: 04/09/2004
Issuer: Y0606R119 ISIN: TH0001010014
SEDOL: 5313855, 6077019
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MINUTES OF THE 10TH AGM HELD ON 11 Management For
APR 2003
2. ACKNOWLEDGE THE REPORTS ON THE CAPITAL INCREASE Management For
AND THE REDEMPTION AND ADJUSTM ENT OF THE CAPITAL
3. ACKNOWLEDGE THE REPORT ON THE RESULTS OF THE Management For
OPERATIONS FOR THE YEAR 2003 AS I N THE ANNUAL
REPORT
4. ACKNOWLEDGE THE REPORT OF THE AUDIT COMMITTEE Management For
5. APPROVE THE BALANCE SHEET AND THE INCOME STATEMENTS Management For
FOR THE YEAR 2003
6. APPROVE THE APPROPRIATION OF THE PROFIT FOR THE Management For
YEAR 2003
7. APPROVE THE COMPENSATION FOR THE BANK S ACCUMULATED Management For
LOSSES
8. ELECT THE DIRECTOR(S) IN PLACE OF THOSE RETIRING Management For
BY ROTATION
9. APPOINT THE AUDITORS AND DETERMINE THE REMUNERATION Management For
10. APPROVE THE RECONSIDERATION OF THE RESOLUTIONS Management Against
REGARDING THE ALLOCATIONS OF SH ARES AND ISSUANCE
OF VARIOUS TYPES OF THE BANK S SECURITIES
11. OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
OPEN JOINT STOCK CO VIMPEL-COMMUNICA VIP Special Meeting Date: 04/16/2004
Issuer: 68370R ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AMENDMENTS TO THE CHARTER OF VIMPELCOM. Management For No
- ------------------------------------------------------------------------------------------------------------------------------------
ANGLO AMERICAN PLC AGM Meeting Date: 04/21/2004
Issuer: G03764100 ISIN: GB0004901517
SEDOL: 0490151, 2947473, 5699663, 6152972, 6367709, 6382058, 7116784
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS COMPRISING Management For
THE CONSOLIDATED FINANCI AL STATEMENTS OF THE
ANGLO AMERICAN GROUP AND THE UNCONSOLIDATED FINANCIAL
STA TEMENTS OF ANGLO AMERICAN PLC INCORPORATED
THEREIN AND THE REPORTS OF THE DIRE CTORS AND
THE AUDITORS FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND OF US CENTS 39 PER ORDINARY Management For
SHARE, WHICH, TOGETHER WI TH THE INTERIM DIVIDEND
DECLARED IN AUG AND PAID IN SEP 2003, WILL RESULT
IN A TOTAL DIVIDEND IN RESPECT OF THE YE 31 DEC
2003 OF US CENTS 54 PER ORDINARY S HARE
3. ELECT DR. M.S.B. MARQUES AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF T HE ARTICLES OF ASSOCIATION
OF THE COMPANY
4. RE-ELECT MR. B.E. DAVISON AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
5. RE-ELECT DR. C.E. FAY AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
6. RE-ELECT MR. A.W. LEA AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
7. RE-ELECT MR. R.J. MARGETTS AS A DIRECTOR, IN Management For
ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
8. RE-ELECT MR. W.A. NAIM AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
9. RE-ELECT MR. N.F. OPPENHEIMER AS A DIRECTOR, Management For
IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
FOR THE ENSUING YEAR AND AUTH ORIZE THE DIRECTORS
TO DETERMINE THEIR REMUNERATION
11. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003 SET OUT IN T HE ANNUAL REPORT
12. APPROVE THAT, THE RULES OF THE ANGLO AMERICAN Management For
BONUS SHARE PLAN 2004 PLAN REF ERRED TO IN
THE CHAIRMAN OF THE REMUNERATION COMMITTEE S
AS SPECIFIED, AND AUT HORIZE THE DIRECTORS TO
MAKE SUCH MODIFICATIONS TO THE PLAN AS THEY MAY
CONSID ER NECESSARY TO TAKE ACCOUNT OF THE REQUIREMENTS
OF THE UK LISTING AUTHORITY A ND BEST PRACTICE
AND TO ADOPT THE PLAN AS SO MODIFIED AND SO ALL
ACTS AND THIN GS NECESSARY TO OPERATE THE PLAN
13. AUTHORIZE THE DIRECTORS TO ESTABLISH FURTHER Management For
PLANS BASED ON THE PLAN BUT MODIF IED AS MAY
BE NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF
OVER SECURITIES LAWS, EXCHANGE CONTROL AND TAX
LEGISLATION, PROVIDED THAT ANY ORDINARY SHARES
OF THE COMPANY AGAINST ANY LIMITS ON INDIVIDUAL
PARTICIPATION OR OVERALL PARTICIPATI ON IN THE
PLAN
14. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
CONFERRED BY ARTICLE 9.2 OF THE COMPANY S ARTICLES
OF ASSOCIATION BE RENEWED UNTIL THE DATE OF THE
AGM IN 2005 UP TO AN AGGREGATE NOMINAL AMOUNT
OF USD 246,500,000 493 MILLION ORDI NARY SHARES
S.15 AUTHORIZE THE DIRECTORS TO ALLOT UP TO 63.5 MILLION Management For
UNISSUED ORDINARY SHARES F OR CASH
S.16 AUTHORIZE THE DIRECTORS TO REPURCHASE UP TO 148 Management For
MILLION SHARES IN THE MARKET
- ------------------------------------------------------------------------------------------------------------------------------------
CHAROEN POKPHAND FOODS PUBLIC CO LTD AGM Meeting Date: 04/21/2004
Issuer: Y1296K117 ISIN: TH0101010Z14
SEDOL: 6410852
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO ADOPT THE MINUTES OF THE AGM NO.1/2003 Management For
2. ACKNOWLEDGE THE REPORT ON THE COMPANY S OPERATIONS Management For
FOR THE YEAR 2003
3. APPROVE THE BALANCE SHEET AND PROFIT AND LOSS Management For
STATEMENT FOR THE YE 31 DEC 2003
4. ACKNOWLEDGE THE INTERIM DIVIDEND PAYMENT DURING Management For
THE YEAR 2003
5. APPROVE THE APPROPRIATION OF PROFIT, AND APPROVE Management For
THE ANNUAL DIVIDEND PAYMENT F OR THE YEAR 2003
6. AMEND THE MEMORANDUM OF THE ASSOCIATION IN ARTICLE Management For
3: THE OBJECTIVES OF THE CO MPANY
7. APPOINT THE DIRECTORS IN PLACE OF THOSE, WHO Management For
RETIRES BY ROTATION
8. APPOINT THE COMPANY S AUDITORS AND APPROVE TO Management For
FIX THE REMUNERATION FOR THE YEA R 2004
9. OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
LIPMAN ELECTRONIC ENGINEERING LTD. LPMA Special Meeting Date: 04/21/2004
Issuer: M6772H ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO CHANGE THE COMPANY S SECURITIES REPORTING Management For No
OBLIGATIONS FROM REPORTING IN CONFORMITY WITH
THE ISRAELI SECURITIES ACT - 1968 TO REPORTING
IN CONFORMITY WITH THE U.S. SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, PURSUANT TO SECTION
35 (XXXII) OF THE ISRAELI SECURITIES ACT.
- ------------------------------------------------------------------------------------------------------------------------------------
THAI OLEFINS PUBLIC CO LTD EGM Meeting Date: 04/23/2004
Issuer: Y8693U127 ISIN: TH0741010019
SEDOL: 6708751
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MINUTES OF THE EGM NO. 3/2003 HELD Management For
ON 29 AUG 2003
2. APPROVE THE COMPANY S BUSINESS OPERATING RESULTS Management For
FOR THE YEAR 2003 AND THE REC OMMENDATION FOR
THE COMPANY S BUSINESS PLAN
3. APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For
THE YE 31 DEC 2003
4. APPROVE THE APPROPRIATION OF PROFIT, RESERVE Management For
CASH AND DIVIDEND
5. ELECT NEW DIRECTORS, WHO RETIRES BY ROTATION Management For
6. APPROVE THE DIRECTORS REMUNERATIONS Management For
7. APPOINT THE AUDITOR AND FIX THE ANNUAL FEE Management For
8. TRANSACT ANY OTHER BUSINESS Other Against
* PLEASE NOTE THAT THE PARTIAL VOTING IS ALLOWED Non-Voting Non-Vote Proposal
BUT THE SPLIT VOTING IS NOT ALL OWED. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE RIO Annual Meeting Date: 04/28/2004
Issuer: 204412 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
OA APPRECIATION OF THE MANAGEMENT S REPORT AND ANALYSIS, Management For No
DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.
OB PROPOSAL FOR THE DESTINATION OF THE PROFITS OF Management For No
THE SAID FISCAL YEAR.
OC ESTABLISHMENT OF THE TOTAL AND ANNUAL REMUNERATION Management For No
OF THE MEMBERS OF THE COMPANY S MANAGEMENT.
OD ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL Management For No
AND ESTABLISHMENT OF THEIR REMUNERATION.
E A PROPOSAL OF CAPITAL INCREASE, THROUGH THE CAPITALIZATION Shareholder For No
OF RESERVES, WITHOUT THE ISSUANCE OF SHARES,
AND THE CONSEQUENT CHANGE OF THE HEAD SECTION
OF ARTICLE 5 OF THE COMPANY S BY-LAWS.
- ------------------------------------------------------------------------------------------------------------------------------------
NATIONAL FINANCE PUBLIC COMPANY LIMITED AGM Meeting Date: 04/28/2004
Issuer: Y6238H114 ISIN: TH0083010Y15
SEDOL: 5448508, 6625560
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MINUTES OF THE AGM 2003 Management For
2. ACKNOWLEDGE THE REPORT ON THE OPERATION RESULTS Management For
OF THE COMPANY FOR THE YEAR 20 03
3. APPROVE THE AUDITED BALANCE SHEETS AND THE PROFIT Management For
AND LOSS ACCOUNTS ENDING ON 31 DEC 2003
4. APPROVE THE ALLOTMENT OF THE PROFIT AND THE PAYMENT Management For
OF THE DIVIDEND FOR THE 20 03 OPERATIONAL RESULTS
5. APPROVE THE APPOINTMENT OF THE DIRECTORS TO FULFILL Management For
THE VACANCY OF THE DIRECTO RS RETIRING BY THE
ROTATION
6. APPROVE THE APPOINTMENT OF THE AUDITORS AND TO Management For
DETERMINE THE AUDITING FEE FOR 2004
7. APPROVE THE FINANCIAL INSTITUTIONAL BUSINESS Management For
RESTRUCTURING PLAN OF THE GROUP
8. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY ADDING THE PROVISION REGAR DING THE RELATED
TRANSACTIONS
9. ACKNOWLEDGE THE PAYMENT OF REMUNERATION FOR THE Management For
BOARD OF DIRECTORS OF THE COMP ANY FOR THE YEAR
2003
- ------------------------------------------------------------------------------------------------------------------------------------
THAI UNION FROZEN PRODUCTS PUBLIC CO LTD AGM Meeting Date: 04/28/2004
Issuer: Y8729T169 ISIN: TH0450A10Z16
SEDOL: 6422716
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO CERTIFY THE MINUTES OF THE EGM OF Management For
SHAREHOLDERS NO. 1/2003 HELD ON 2 6TH AUG 2003
2. APPROVE TO CERTIFY THE COMPANY S ANNUAL REPORT Management For
AND OPERATION RESULTS FY 2003
3. APPROVE THE FINANCIAL STATEMENTS FOR THE FYE Management For
31 DEC 2003 AND THE ALLOCATION OF NET PROFIT
FOR DIVIDEND PAYMENT
4. APPROVE THE ELECTION OF THE COMPANY S DIRECTORS Management For
IN PLACE OF THOSE WHO ARE DUE TO RETIRE BY ROTATION,
AND APPROVE TO FIX THEIR REMUNERATION FOR THE
YEAR 2004
5. APPOINT THE COMPANY S AUDITOR AND APPROVE TO Management For
FIX THE AUDITING FEE FOR YEAR 200 4
6. OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO AEROPORTUARIO DEL SURESTE SA D ASR Annual Meeting Date: 04/29/2004
Issuer: 40051E ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE REPORT OF THE BOARD OF DIRECTORS Management For
PURSUANT TO ARTICLE 172 OF THE GENERAL LAW OF
COMMERCIAL COMPANIES.
02 APPROVAL OF THE ANNUAL REPORT OF THE AUDIT COMMITTEE Management For
REGARDING ITS ACTIVITIES AS PROVIDED BY ARTICLE
14 BIS 3 OF THE SECURITIES MARKET LAW ( LEY DEL
MERCADO DE VALORES ).
03 APPROVAL OF THE REPORT OF THE STATUTORY AUDITOR. Management For
04 APPROVAL OF THE INDIVIDUAL AND CONSOLIDATED FINANCIAL Management For
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2003.
05 APPROVAL OF THE APPLICATION OF THE RESULTS FOR Management For
THE FISCAL YEAR ENDED DECEMBER 31, 2003.
06 PRESENTATION OF THE REPORT OF THE NOMINATIONS Management For
AND COMPENSATIONS COMMITTEE.
07 PROPOSAL OF THE BOARD OF DIRECTORS TO PAY AN Management For
ORDINARY CASH DIVIDEND, AS MORE FULLY DESCRIBED
IN THE AGENDA.
08 APPROVAL OF THE APPOINTMENT OF THE PROPRIETARY Management For
AND ALTERNATE MEMBERS OF THE BOARD OF DIRECTORS
AND STATUTORY AUDITORS.
09 ADOPTION OF THE RESOLUTIONS REGARDING THE REMUNERATION Management For
TO BE PAID TO MEMBERS AND ALTERNATES OF THE BOARD
OF DIRECTORS AND STATUTORY AUDITORS.
10 APPROVAL OF THE APPOINTMENT OF DELEGATES TO FORMALIZE Management For
THE RESOLUTIONS ADOPTED IN THIS ANNUAL SHAREHOLDERS
MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
MAHINDRA & MAHINDRA LTD EGM Meeting Date: 04/29/2004
Issuer: Y54164135 ISIN: INE101A01018
SEDOL: 6100186
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 Approve Issuance of Equity or Equity-Linked Securities Management For
without Preemptive Rights
S.2 Approve Increase in Limit on Foreign Shareholding Management For
- ------------------------------------------------------------------------------------------------------------------------------------
BOEHLER-UDDEHOLM AG, WIEN AGM Meeting Date: 05/03/2004
Issuer: A1071G105 ISIN: AT0000903851 BLOCKING
SEDOL: 4121305, 5568901
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT AS AT 31 DEC 2003, Management
THE REPORT OF THE MANAGING BOARD AND THE SUPERVISORY
BOARD ON THE FY 2003
2. APPROVE TO ALLOCATE THE NET INCOME OF THE FY 2003 Management
3. APPROVE THE ACTIONS OF THE MANAGING BOARD AND Management
THE SUPERVISORY BOARD FOR THE 20 03 FY
4. APPROVE THE STATUARY ALLOWANCE OF THE SUPERVISORY Management
BOARD FOR 2003
5. ELECT THE AUDITORS FOR 2004 Management
- ------------------------------------------------------------------------------------------------------------------------------------
PT BANK MANDIRI (PERSERO) TBK AGM Meeting Date: 05/05/2004
Issuer: Y7123S108 ISIN: ID1000095003
SEDOL: 6651048
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT AND THE ANNUAL FINANCE Management For
STATEMENT OF THE COMPANY FOR THE YE ON 31 DEC
2003
2. APPROVE THE USE OF PROFIT OF THE COMPANY FOR Management For
THE YE ON 31 DEC 2003
3. APPOINT THE PUBLIC ACCOUNTANT S OFFICE TO CONDUCT Management For
AN AUDIT ON THE FINANCIAL RE PORT OF THE YE ON
31 DEC 2004
4. APPROVE TO DETERMINE THE SALARY/HONORARIUM, THE Management For
FACILITY AND OTHER BENEFIT FOR THE MEMBERS OF
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
OF THE COMPA NY
5. APPROVE THE RESIGNATION OF MR. MOHAMMAD SYAHRIAL Management For
AS THE MEMBERS OF THE BOARD O F COMMISSIONERS
AND APPOINT THE NEW MEMBER OF THE BOARD OF COMMISSIONERS
6. OTHERS Other For
- ------------------------------------------------------------------------------------------------------------------------------------
NEDCOR LTD (FORMERLY NEDBANK GROUP LTD) AGM Meeting Date: 05/06/2004
Issuer: S55000103 ISIN: ZAE000004875
SEDOL: 5905586, 6628008
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE ANNUAL FINANCIAL STATEMENTS Management For
OF THE COMPANY FOR THE YE 31 DEC 2003, TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS
2. APPROVE TO CONFIRM THE AWARD OF CAPITALIZATION Management For
SHARES TO ORDINARY SHARE HOLDER S RECORDED IN
THE REGISTER ON 08 APR 2004
3. APPROVE THE INTERIM DIVIDEND OF 205 CENTS PER Management For
SHARE DECLARED ON 29 JUL 2003 AN D THE FINAL
DIVIDEND OF 35 CENTS PER SHARE ON 22 FEB 2004
IN FAVOUR OF THOSE S HAREHOLDERS WHO ELECTED
TO RECEIVE A CASH DIVIDEND IN LIEU OF THE CAPITALIZATI
ON AWARD
4.1 RE-ELECT MR. C.J.W. BALL AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRE BY ROTATION IN TERMS OF THE
COMPANY S ARTICLES OF ASSOCIATION
4.2 RE-ELECT MR. W.A.M. CLEWLOW AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRE BY ROTATI ON IN TERMS
OF THE COMPANY S ARTICLES OF ASSOCIATION
4.3 RE-ELECT MR. B.E. DAVISON AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRE BY ROTATION IN TERMS OF THE
COMPANY S ARTICLES OF ASSOCIATION
4.4 RE-ELECT MR. M.M. KATZ AS A DIRECTOR OF THE COMPANY, Management For
WHO RETIRE BY ROTATION IN TERMS OF THE COMPANY
S ARTICLES OF ASSOCIATION
4.5 RE-ELECT MR. M.E. MKWANAZI AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRE BY ROTATIO N IN TERMS OF
THE COMPANY S ARTICLES OF ASSOCIATION
4.6 RE-ELECT MR. J.V.F. ROBERTS AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRE BY ROTATI ON IN TERMS
OF THE COMPANY S ARTICLES OF ASSOCIATION
4.7 RE-ELECT MR. J.H. SUTCLIFFE AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRE BY ROTATI ON IN TERMS
OF THE COMPANY S ARTICLES OF ASSOCIATION
5. APPOINT ANY PERSON AS A DIRECTOR, IN TERMS OF Management Against
ARTICLE 18.3 OF THE COMPANY S AR TICLES OF ASSOCIATION
6. APPROVE THE FEES AND REMUNERATION PAID TO THE Management For
DIRECTORS FOR THE PAST FY
7. RE-APPOINT DELOITTE & TOUCHE AND KPMG INC., AS Management For
JOINT AUDITORS
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE COMPANY S AUDITOR S
9.O1 APPROVE TO PLACE THE AUTHORIZED, BUT UNISSUED, Management For
ORDINARY SHARES IN THE SHARE CA PITAL OF THE
NEDCOR UNDER THE CONTROL OF THE DIRECTORS
TO ALLOT
S.10 AUTHORIZE THE COMPANY AND/OR ITS SUBSIDIARIES, Management For
IN TERMS OF SECTION 85(2) AND 8 5(3) OF THE ACT,
TO ACQUIRE UP TO 27,475,443 SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
PT BANK CENTRAL ASIA TBK AGM Meeting Date: 05/06/2004
Issuer: Y7123P112 ISIN: ID1000069404
SEDOL: 6352772
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF BOARD OF DIRECTORS Management For
2. APPROVE THE FINANCIAL STATEMENT AND ACQUIT ET Management For
DE CHARGE
3. APPROVE THE PROFIT ALLOCATION Management For
4. APPROVE TO CHANGE THE MEMBER OF BOARD OF DIRECTORS Management For
AND COMMISSIONERS
5. APPROVE THE SALARY AND REMUNERATION MEMBER OF Management For
BOARD OF DIRECTORS AND COMMISSIO NERS
6. APPOINT THE PUBLIC ACCOUNTANT Management For
7. APPROVE THE STOCK SPLIT Management For
8. APPROVE THE INTERIM DIVIDEND DISTRIBUTION Management For
9. APPROVE THE REPORT OF COMPANY AUDIT COMMITTEE Management For
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 131577 DUE TO THE ADDITIONA L RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
DENWAY MOTORS LTD AGM Meeting Date: 05/10/2004
Issuer: Y2032Y106 ISIN: HK0203009524
SEDOL: 6263766
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND AND A SPECIAL DIVIDEND Management For
3. ELECT THE DIRECTORS AND AUTHORIZE THE BOARD TO Management For
FIX THEIR REMUNERATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For
TO FIX THEIR REMUNERATION
5. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM HKD 400,0 00,000 TO HKD 1,000,000,000
BY THE CREATION OF 6,000,000,000 ADDITIONAL SHARES
OF HKD 0.10 EACH
6. Authorize Capitalization of Reserves for Bonus Issue Management For
7. Approve Repurchase of up to 10 Percent of Issued Capital Management For
8. Approve Issuance of Equity or Equity-Linked Securities Management Against
without Preemptive Rights
9. Authorize Reissuance of Repurchased Shares Management For
S.10 AMEND ARTICLE 2, 73, 82, 89,100,105, 107, 135 Management For
AND 178 OF THE ARTICLES OF ASSOC IATION OF THE
COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD AGM Meeting Date: 05/11/2004
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE BUSINESS REPORT OF 2003 Management For
1.2 RECEIVE THE SUPERVISORS REVIEW REPORT Management For
1.3 RECEIVE THE REPORT OF STATUS OF ACQUISITION OR Management For
DISPOSAL OF ASSETS WITH RELATED PARTIES FOR 2003
1.4 RECEIVE THE REPORT OF STATUS OF GUARANTEE PROVIDED Management For
TSMC AS OF THE END OF 2003
2.1 APPROVE TO ACCEPT 2003 BUSINESS REPORT AND FINANCIAL Management For
STATEMENT
2.2 APPROVE THE DISTRIBUTION OF 2003 PROFITS CASH Management For
DIVIDEND TWD 0.6 PER SHARE, STO CK DIVIDEND 140
SHARES PER 1000 SHARES SUBJECT TO 20% WITHHOLDING
TAX
2.3 APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management For
EARNINGS, STOCK DIVIDEND: 140 FOR 1,000 SHARES
HELD
- ------------------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM Annual Meeting Date: 05/11/2004
Issuer: 874039 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
05 TO ACCEPT 2003 BUSINESS REPORT AND FINANCIAL STATEMENTS. Management For No
06 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2003 Management For No
PROFITS.
07 TO APPROVE THE CAPITALIZATION OF 2003 DIVIDENDS Management For No
AND EMPLOYEE PROFIT SHARING.
- ------------------------------------------------------------------------------------------------------------------------------------
ANADOLU EFES BIRACILIK VE MALT SANAYI AS OGM Meeting Date: 05/14/2004
Issuer: M10225106 ISIN: TRAAEFES91A9 BLOCKING
SEDOL: 4164418, 4465274
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CONSTITUTION OF THE PRESIDING COMMITTEE AND AUTHORIZE Management
THE PRESIDING COMMITTEE TO SIGN THE MEETING MINUTES
2. RECEIVE AND DISCUSS THE BOARD OF DIRECTORS, BOARD Management
OF AUDITORS AND INDEPENDENT EXTERNAL AUDITOR
REPORTS, AND THE CALENDAR YEAR 2003 BALANCE SHEET
AND INCOME STATEMENT -PREPARED ACCORDING TO THE
INTERNATIONAL FINANCIAL REPORTING STANDAR DS-
AND DECIDE ON THE PROFIT DISTRIBUTION
3. DECIDE ON THE DISCHARGE OF THE MEMBERS OF THE Management
BOARD OF DIRECTORS AND THE BOARD OF AUDITORS
4. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS, Management
AND DETERMINE THEIR REMUNERATION AND TERM IN OFFICE
5. APPOINT THE AUDITORS, AND DETERMINE THEIR REMUNERATION Management
AND TERM IN OFFICE
6. ACKNOWLEDGE THE DONATIONS MADE DURING THE YEAR Management
2003
7. AUTHORIZE THE MEMBERS OF THE BOARD OF DIRECTORS Management
TO EXERCISE THEIR RIGHTS SUBJE CT TO THE ARTICLES
334 AND 335 OF THE TURKISH COMMERCE CODE
8. RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDIT Management
FIRM BY THE BOARD OF DIRECTORS TO AUDIT THE YEAR
2004 ACCOUNTS ACTIVITIES PURSUANT TO THE COMMUNIQUE
ON THE CAPITAL MARKET INDEPENDENT EXTERNAL AUDIT
PUBLISHED BY THE CAPITAL MARKET COMM ITTEE
9. CLOSING Management
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC AGM Meeting Date: 05/18/2004
Issuer: Y15010104 ISIN: CN0005789556
SEDOL: 6291819, 7027756
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management For
OF THE SINOPEC CORP., FOR THE YE 31 DEC 2003
2. APPROVE THE REPORT OF THE SUPERVISORY COMMITTEE Management For
OF SINOPEC CORP., FOR THE YE 3 1 DEC 2003
3. APPROVE THE AUDITED ACCOUNTS AND THE AUDITED Management For
CONSOLIDATED ACCOUNTS OF SINOPEC CORP., FOR THE
YE 31 DEC 2003
4. APPROVE THE SINOPEC CORP., S 2003 PROFIT APPROPRIATION Management For
PLAN AND THE FINAL DIVI DEND
5. APPOINT MESSRS KPMG HUAZHEN AND KPMG AS THE PRC Management For
AND INTERNATIONAL AUDITORS RES PECTIVELY, OF
SINOPE CORP., FOR 2004 AND AUTHORIZE THE BOARD
OF DIRECTORS TO F IX THEIR REMUNERATION
S.1 Approve Issuance of Equity or Equity-Linked Securities Management Against
without Preemptive Rights
S.2 Meetings, Nomination of Directors, Material Interest of Management For
Directors in Contracts Entered into by the Company
- ------------------------------------------------------------------------------------------------------------------------------------
EESTI TELEKOM AS AGM Meeting Date: 05/18/2004
Issuer: 04338U108 ISIN: US04338U1088
SEDOL: 5608960
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2003 ANNUAL REPORT AND ALLOCATION Management For
OF PROFIT
2. AUTHORIZE THE AS EESTI TELEKOM TO ACQUIRE Management For
EESTI TELEKOM SHARES
3. ELECT THE MEMBERS OF THE COUNCIL Management For
4. APPROVE THE REMUNERATION TO THE MEMBERS OF THE Management For
COUNCIL
5. APPOINT DELOITTE & TOUCHE AUDIT AS TO AUDIT EESTI Management For
TELEKOM IN 2004; REMUNERATIO N OF THE AUDITORS
WILL BE BASED ON A CONTRACT WITH THE AUDITING
COMPANY
6. AMEND THE ARTICLES OF ASSOCIATION OF AS EESTI Management For
TELEKOM AND CONVERTING THE B-SHA RE
- ------------------------------------------------------------------------------------------------------------------------------------
EESTI TELEKOM AS AGM Meeting Date: 05/18/2004
Issuer: X1898V108 ISIN: EE3100007220
SEDOL: 5609004, 5626746
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2003 ANNUAL REPORT AND ALLOCATION Management For
OF PROFIT
2. AUTHORIZE THE AS EESTI TELEKOM TO ACQUIRE WITHIN Management For
ONE YEAR FROM THE ADOPTION OF THIS RESOLUTION
I.E. UNTIL 18 MAY 2005 AS EESTI TELEKOM SHARES
OF A-SERIES SO THAT THE TOTAL OF NOMINAL VALUES
OF OWN SHARES HELD BY AS EESTI TELEKOM WOU LD
NOT EXCEED THE LEGAL LIMITS AND THE PRICE PAYABLE
PER SHARE WOULD NOT EXCEE D THE HIGHEST PRICE
PAID FOR THE A SHARE OF AS EESTI TELEKOM ON THE
TALLINN ST OCK EXCHANGE ON THE DAY OF ACQUIRING
THE SHARES. AS EESTI TELEKOM TO PAY FOR T HE
SAID SHARES FROM THE COMPANY S ASSETS IN EXCESS
OF ITS SHARE CAPITAL, RESER VE CAPITAL AND SHARE
PREMIUM; THE AMOUNT OF SHARES TO BE ACQUIRED
EACH TIME SH ALL BE DETERMINED ON EACH OCCASION
SEPARATELY BY A RESOLUTION OF AS EESTI TELE KOM
S SUPERVISORY COUNCIL
3. ELECT THE MEMBERS OF THE COUNCIL Management For
4. APPROVE THE REMUNERATION TO THE MEMBERS OF THE Management For
COUNCIL
5. APPOINT DELOITTE & TOUCHE AUDIT AS TO AUDIT EESTI Management For
TELEKOM IN 2004; REMUNERATIO N OF THE AUDITORS
WILL BE BASED ON A CONTRACT WITH THE AUDITING
COMPANY
6. AMEND THE ARTICLES OF ASSOCIATION OF AS EESTI Management For
TELEKOM AND CONVERTING THE B-SHA RE
- ------------------------------------------------------------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LIMIT TEVA Annual Meeting Date: 05/20/2004
Issuer: 881624 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO RECEIVE AND DISCUSS THE COMPANY S CONSOLIDATED Management For No
BALANCE SHEET AS OF DECEMBER 31, 2003 AND THE
CONSOLIDATED STATEMENTS.
02 TO APPROVE THE BOARD OF DIRECTORS RECOMMENDATION Management Against Yes
THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER
31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS
AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322)
PER ORDINARY SHARE, BE DECLARED FINAL.
3A TO ELECT ABRAHAM E. COHEN TO SERVE FOR A THREE-YEAR Management For No
TERM.
3B TO ELECT LESLIE DAN TO SERVE FOR A THREE-YEAR Management For No
TERM.
3C TO ELECT PROF. MEIR HETH TO SERVE FOR A THREE-YEAR Management For No
TERM.
3D TO ELECT PROF. MOSHE MANY TO SERVE FOR A THREE-YEAR Management For No
TERM.
3E TO ELECT DOV SHAFIR TO SERVE FOR A THREE-YEAR Management For No
TERM.
04 TO APPROVE THE PURCHASE OF DIRECTOR S AND OFFICER Management Against Yes
S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS
OF THE COMPANY.
05 TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF Management For No
PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS
THE COMPANY S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2004 AND AUTHORIZE THE AUDIT
COMMITTEE TO DETERMINE THEIR COMPENSATION.
- ------------------------------------------------------------------------------------------------------------------------------------
NAN YA PLASTICS CORP AGM Meeting Date: 05/21/2004
Issuer: Y62061109 ISIN: TW0001303006
SEDOL: 6621580
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR
A SUPERVISO R, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU
INTEND TO LIMIT YOU VOTE TO A PARTICULAR CANDIDATE,
YOU WILL NEED TO CONTA CT THE CANDIDATE AND/OR
THE ISSUING COMPANY TO OBTAIN THE CANDIDATE S
NAME AND ID NUMBER. ADP ICS GLOBAL WILL ENDEAVOR
TO OBTAIN THE NAMES AND NUMBERS OF NO MINEES
AND WILL UPDATE THE MEETING INFORMATION WHEN/IF
AVAILABLE. WITHOUT SUC H SPECIFIC INFORMATION,
VOTES CAST ON NOMINEE ELECTIONS WILL BE DEEMED
AS A N O VOTE . PLEASE COMMUNICATE ANY SPECIAL
NOMINEE VOTING INSTRUCTIONS TO YOUR A DP CLIENT
SERVICE REPRESENTATIVE.
1. APPROVE TO REPORT BUSINESS OPERATION RESULT OF Management For
THE FY 2003
2. RATIFY THE FINANCIAL REPORTS OF THE FY 2003 AND Management For
THE NET PROFIT ALLOCATION CASH DIVIDEND TWD 1.8
PER SHARE
3. ELECT THE DIRECTORS AND THE SUPERVISORS Management For
4. APPROVE TO DISCUSS ON ISSUING NEW SHARES, AMEND Management For
THE COMPANY ARTICLES AND OTHER S STOCK DIVIDEND
FM CAPITAL SURPLUS: 60/1000
- ------------------------------------------------------------------------------------------------------------------------------------
OPEN JOINT STOCK CO VIMPEL-COMMUNICA VIP Annual Meeting Date: 05/26/2004
Issuer: 68370R ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE 2003 VIMPELCOM ANNUAL REPORT. Management For No
02 APPROVAL OF VIMPELCOM S ACCOUNTING STATEMENTS, Management For No
INCLUDING PROFIT AND LOSS STATEMENT FOR 2003.
03 ALLOCATION OF PROFITS AND LOSSES RESULTING FROM Management For No
2003 OPERATIONS, ALL AS MORE FULLY DESCRIBED
IN THE NOTICE.
04 DIRECTOR Management For No
05 ELECTION OF THE AUDIT COMMISSION. Management For No
06 APPROVAL OF THE AMENDED AND RESTATED REGULATIONS Management For No
OF THE AUDIT COMMISSION.
07 APPROVAL OF EXTERNAL AUDITORS. Management For No
08 APPROVAL OF A SERIES OF INTERESTED PARTY TRANSACTIONS Shareholder For No
RELATING TO DEBT FINANCING OF AND/OR LEASES TO
VIMPELCOM-REGION.
09 APPROVAL OF REORGANIZATION OF VIMPELCOM THROUGH Management For No
STATUTORY MERGER OF KB IMPLUS INTO VIMPELCOM
AND OF THE MERGER AGREEMENT BETWEEN VIMPELCOM
AND KB IMPULS.
10 APPROVAL OF STATUTORY MERGER (INCLUDING RELATED Management For No
MERGER AGREEMENT BETWEEN VIMPELCOM AND KB IMPULS),
AS AN INTERESTED PARTY TRANSACTION.
- ------------------------------------------------------------------------------------------------------------------------------------
DAISHIN SECURITIES CO LTD AGM Meeting Date: 05/28/2004
Issuer: Y19538100 ISIN: KR7003540002
SEDOL: 6251200
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 43RD BALANCE SHEET, THE INCOME STATEMENT Management For
AND THE PROPOSED DISPOSIT ION OF THE RETAINED
EARNING
2. AMEND THE ARTICLES OF INCORPORATION TO INCREASE Management Against
IN ISSUANCE LIMIT FOR NEW SHAR ES SETTING SAME
RATE FOR PREFERRED SHARES AS FOR ORDINARY SHARES
IN CASE OF IN TERIM DIVIDEND
3.1 APPOINT MR. MOON HONG-JIB AS THE INTERNAL DIRECTOR Management For
3.2.1 APPOINT MR. HIN CHUN-KYOON AS THE EXTERNAL DIRECTOR Management For
3.2.2 APPOINT MR. IM YONG-WONG AS THE EXTERNAL DIRECTOR Management For
3.3 APPOINT THE EXTERNAL DIRECTORS WHO WILL BE THE Management For
AUDIT COMMITTEE MEMBERS
4. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
5. AMEND THE ARTICLES OF RETIREMENT PAYMENT FOR Management For
THE DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
BEIJING CAPITAL INTERNATIONAL AIRPORT CO LTD AGM Meeting Date: 06/08/2004
Issuer: Y07717104 ISIN: CN0009324749
SEDOL: 6208422
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management For
FOR THE YEAR OF 2003
2. APPROVE THE REPORT OF THE SUPERVISORY COMMITTEE Management For
FOR THE YEAR OF 2003
3. APPROVE THE FINANCIAL STATEMENTS AND THE AUDITOR Management For
S REPORT FOR THE YEAR OF 2003
4. APPROVE THE PROPOSAL FOR DISTRIBUTION OF PROFIT Management For
FOR THE YEAR OF 2003
5. RE-APPOINT PRICEWATERHOUSECOOPERS ZHONG TIAN Management For
CERTIFIED PUBLIC ACCOUNTANTS CO., LTD., AND PRICEWATERHOUSECOOPERS
AS THE COMPANY S PRC AND INTERNATIONAL AUDIT
ORS FOR THE YEAR OF 2004 AND AUTHORIZE THE BOARD
OF DIRECTORS TO FIX THEIR REM UNERATIONS
S.6 APPROVE TO GRANT A GENERAL MANDATE TO THE BOARD Management Against
OF DIRECTORS TO ISSUE ADDITION AL SHARES NOT
EXCEEDING 20% OF THE RESPECTIVE AGGREGATE AMOUNT
OF THE ISSUED D OMESTIC SHARES AND ISSUED OVERSEAS
LISTED FOREIGN SHARES OF THE COMPANY
S.7 AMEND ARTICLES 1,17,73,95,99,102 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
PHILIPPINE LONG DISTANCE TELEPHONE C PHI Annual Meeting Date: 06/08/2004
Issuer: 718252 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AUDITED FINANCIAL STATEMENTS Management For No
FOR THE PERIOD ENDING DECEMBER 31, 2003 CONTAINED
IN THE COMPANY S 2003 ANNUAL REPORT
02 DIRECTOR Management For No
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIATEK INCORPORATION AGM Meeting Date: 06/09/2004
Issuer: Y5945U103 ISIN: TW0002454006
SEDOL: 6372480
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE 2003 BUSINESS OPERATIONS REPORT Management For
1.2 APPROVE THE 2003 AUDITED REPORT Management For
2.1 APPROVE TO RECOGNIZE THE 2003 BUSINESS REPORTS Management For
AND FINANCIAL STATEMENTS
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION CASH DIVIDEND: Management For
TWD 5 PER SHARE
3.1 APPROVE THE ISSUANCE OF NEW SHARES FORM RETAINED Management For
EARNINGS AND EMPLOYEE BONUS S TOCK DIVIDEND 180
FOR 1,000 SHARES HELD
3.2 APPROVE THE REVISION TO THE ARTICLES OF INCORPORATION Management For
4. OTHER ISSUES AND EXTRAORDINARY MOTIONS Other For
- ------------------------------------------------------------------------------------------------------------------------------------
HON HAI PRECISION IND LTD AGM Meeting Date: 06/10/2004
Issuer: Y36861105 ISIN: TW0002317005
SEDOL: 6438564
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR
A SUPERVISO R, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL
NEED TO CONTACT THE CANDID ATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID
NUMBER. W ITHOUT SUCH SPECIFIC INFORMATION, AN
ELECTION WOULD BE DEEMED AS A NO VOTE
1. APPROVE TO REPORT THE BUSINESS OF 2003 Management Abstain
2. APPROVE THE SUPERVISORS REVIEW REPORT Management Abstain
3. APPROVE TO REPORT THE COMPANY S INDIRECT INVESTMENT Management Abstain
IN PEOPLE REPUBLIC OF CHIN A
4. APPROVE TO REPORT ON THE ISSUANCE OF OVERSEAS Management Abstain
CONVERTIBLE BONDS
5. APPROVE TO REPORT ON MATTERS RELATED TO MERGER Management Abstain
OF AMBIT MICROSYSTEMS CORPORATI ON AND HON HAI
PRECISION IND. CO., LTD
6. OTHER REPORTING MATTERS Management Abstain
7. APPROVE THE BUSINESS REPORT AND FINANCIAL STATEMENTS Management For
OF 2003
8. APPROVE THE DISTRIBUTION OF 2003 PROFITS Management For
9. APPROVE THE CAPITALIZATION ON PART OF 2003 DIVIDENDS Management For
10. APPROVE THE ISSUANCE OF GLOBAL DEPOSITORY RECEIPT Management For
11. AMEND THE ARTICLES OF INCORPORATION Management For
12. RE-ELECT THE DIRECTORS AND SUPERVISORS Management For
13. APPROVE TO RELEASE THE BOARD OF DIRECTORS MEMBERS Management For
NON-COMPETITION LIABILITY
14. OTHER ISSUES AND EXTRAORDINARY MOTIONS Management Against
- ------------------------------------------------------------------------------------------------------------------------------------
MEGA FINANCIAL HOLDING COMPANY AGM Meeting Date: 06/11/2004
Issuer: Y1822Y102 ISIN: TW0002886009
SEDOL: 6444066
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE 2003 BUSINESS OPERATION REPORT Management Abstain
1.2 APPROVE THE 2003 AUDITED REPORT Management Abstain
1.3 APPROVE THE STATUS OF ISSUING CONVERTIBLE BOND Management Abstain
1.4 APPROVE THE STATUS OF PURCHASING TREASURY STOCKS Management Abstain
1.5 APPROVE THE STATUS OF TRANSFERRING TREASURY STOCKS Management Abstain
TO EMPLOYEE
1.6 APPROVE THE REVISION TO THE RULES OF THE BOARD Management Abstain
OF DIRECTORS MEETING
2.1 APPROVE THE 2003 FINANCIAL STATEMENT Management For
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION Management For
3.1 APPROVE THE REVISION TO THE ARTICLE OF INCORPORATION Management For
3.2 APPROVE THE REVISION TO THE TRADING PROCEDURES Management For
OF DERIVATES
3.3 APPROVE THE REVISION TO THE RULES OF SHAREHOLDERS Management For
MEETING
4. EXTRAORDINARY MOTION Other Against
* PLEASE NOTE THAT ACCORDING TO CURRENT REGULATIONS, Non-Voting Non-Vote Proposal
IF A FOREIGN INSTITUTIONAL INVESTOR (FINI) HOLDS
MORE THAN 300,000 SHARES (INCLUSIVE), A FINI
MUST ATTEND IN PERSON OR ASSIGN ITS LOCAL AGENT
OR REPRESENTATIVE TO ATTEND AND EXERCISE VOTING
RIGHTS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
SILICONWARE PRECISION INDUSTRIES CO LTD AGM Meeting Date: 06/11/2004
Issuer: Y7934R109 ISIN: TW0002325008
SEDOL: 6808877
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2003 BUSINESS OPERATION Management Abstain
2. APPROVE THE 2003 AUDITED REPORT Management Abstain
3. APPROVE TO RECOGNIZE THE 2003 FINANCIAL STATEMENT Management For
4. APPROVE TO RECOGNIZE THE 2003 PROFIT DISTRIBUTION, Management For
CASH DIVIDEND: TWD 0.35 PER SHARE
5. APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management For
EARNINGS, STOCK DIVIDEND: 100 FOR 1000 SHARES
HELD
6. APPROVE THE REVISION TO THE PROCEDURES OF THE Management For
ASSET ACQUISITION OR DISPOSAL
7. APPROVE THE PROPOSAL TO RELEASE THE PROHIBITION Management For
ON THE DIRECTORS FROM THE PART ICIPATION OF COMPETITIVE
BUSINESS
8. OTHER ISSUES Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
SILICONWARE PRECISION INDUSTRIES CO LTD AGM Meeting Date: 06/11/2004
Issuer: Y7934R109 ISIN: TW0002325008
SEDOL: 6808877
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2003 BUSINESS OPERATION Management For
2. APPROVE THE SUPERVISORS REVIEW OF YEAR 2003 FINANCIAL Management For
REPORT
3. APPROVE THE 2003 FINANCIAL STATEMENT Management For
4. RECOGNIZE THE YEAR 2003 EARNING DISTRIBUTIONS Management For
(CASH DIVIDEND TWD0.35 PER SHARE , STOCK DIVIDEND
100 SHARES PER 1,000 SHARES FROM RETAIN EARNINGS
SUBJECT TO 2 0PCT WITHHOLDING TAX
5. APPROVE THE CAPITALIZATION OF 2003 DIVIDEND Management For
6. APPROVE THE RELEASE OF THE CONFLICT OF PLURALITY Management For
OF DIRECTORS
7. APPROVE TO REVISE THE PROCEDURE OF ACQUIRING Management For
OR DISPOSING ASSETS
8. APPROVE THE LIMIT OF INVESTMENT QUOTA IN MAINLAND Management For
CHINA
9. OTHERS Other Against
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 130041 DUE TO CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
INFOSYS TECHNOLOGIES LTD AGM Meeting Date: 06/12/2004
Issuer: Y4082C133 ISIN: INE009A01021
SEDOL: 2723383, 6099574, 6205122
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE, APPROVE AND ADOPT THE BALANCE SHEET Management For
AS AT 31 MAR 2004 AND THE PROFIT AND LOSS ACCOUNT
AS PER THE INDIAN GAAP FOR THE YE ON THAT DATE
AND THE REPORT OF THE DIRECTORS AND THE AUDITORS
THEREON
2. DECLARE A FINAL DIVIDEND AND A SPECIAL ONE-TIME Management For
DIVIDEND
3. RE-ELECT MR. DEEPAK M. SATWALEKAR AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
4. RE-ELECT PROFESSOR MARTI G. SUBRAHMANYAM AS A Management For
DIRECTOR, WHO RETIRES BY ROTATIO N
5. RE-ELECT MR. S GOPALAKRISHNAN AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
6. RE-ELECT MR. S. D. SHIBULAL AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
7. RE-ELECT MR. T. V. MOHANDAS PAI AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
8. Approve Bharat S. Raut & Co. as Auditors Management For
S.9 Approve Delisting of Company Shares Management For
S.10 Approve Commission Remuneration of Nonexecutive Management For
Directors FOR FOR
11. Approve Remuneration of Executive Directors Management For
12. Approve Remuneration of Executive Directors Management For
13. Approve Reappointment and Remuneration of S.Gopalakrishnan, Deputy ManagiManagementr For
14. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM INR 50,00 ,00,000 DIVIDED
INTO 10,00,00,000 EQUITY SHARES OF INR 5 EACH
TO INR 150,00,00 ,000 DIVIDED INTO 30,00,00,000
S.15 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY DELETING THE EXISTING ARTI CLE 3 AND SUBSTITUTING
IN PLACE AND INSTEAD THEREOF A NEW ARTICLE 3
16. Authorize Capitalization of Reserves for Bonus Issue Management For
17. Approve Welfare Trust Management For
- ------------------------------------------------------------------------------------------------------------------------------------
COMPAL ELECTRONICS INC AGM Meeting Date: 06/15/2004
Issuer: Y16907100 ISIN: TW0002324001
SEDOL: 6225744
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 129108 DUE TO CHANGE IN THE MEETING AGENDA.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDE D AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR
A SUPERVISO R, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL
NEED TO CONTACT THE CANDID ATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID
NUMBER. W ITHOUT SUCH SPECIFIC INFORMATION, AN
ELECTION WOULD BE DEEMED AS A NO VOTE
1.1 RECEIVE THE REPORT ON THE BUSINESS OPERATION Management For
IN 2003
1.2 RECEIVE THE SUPERVISORS REVIEW REPORT OF 2003 Management For
FINANCIAL STATEMENTS
2.1 APPROVE THE 2003 FINANCIAL STATEMENTS Management For
2.2 APPROVE DISTRIBUTION PLAN OF 2003 PROFIT; CASH Management For
DIVIDEND TWD 2 PER SHARE; STOCK DIVIDEND 20 SHARES
PER 1,000 SHARES FROM RETAIN EARNINGS SUBJECT
TO 20% WITHH OLDING TAX AND 50 SHARES PER 1,000
SHARES FROM CAPITAL SURPLUS WITH TAX FREE
2.3 APPROVE TO RELEASE THE DIRECTORS FROM NON-COMPETITION Management For
RESTRICTIONS
2.4 APPROVE THE ISSUANCE OF NEW SHARES FROM CAPITAL Management For
RESERVES, RETAINED EARNINGS AN D EMPLOYEE BONUS;
STOCK DIVIDEND: 20 FOR 1,000 SHARES HELD; BONUS
ISSUE: 50 FO R 1,000 SHARES
2.5 AMEND THE PROCEDURE OF LENDING FUNDS TO OTHER Management Against
PARTIES
3. ELECT 1 DIRECTOR AND SUPERVISOR Management For
4. OTHER ISSUES AND EXTRAORDINARY MOTIONS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
QUANTA COMPUTER INC AGM Meeting Date: 06/15/2004
Issuer: Y7174J106 ISIN: TW0002382009
SEDOL: 6141011
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE 2003 OPERATING REPORT AND 2004 BUSINESS Management Abstain
GOAL
1.2 RECEIVE THE 2003 AUDITED REPORT Management Abstain
1.3 RECEIVE THE STATUS OF GLOBAL DEPOSITORY RECEIPT Management Abstain
ISSUANCE
1.4 RECEIVE THE STATUS OF EURO CONVERTIBLE BOND Management Abstain
2.1 ACKNOWLEDGE THE 2003 FINANCIAL STATEMENT Management For
2.2 APPROVE THE ALLOCATION OF RETAINED EARNINGS FOR Management For
FY 2003; CASH DIVIDEND: TWD 2 PER SHARE
3.1 APPROVE TO ISSUE NEW SHARES FROM RETAINED EARNINGS Management For
AND ISSUE EMPLOYEE BONUS SH ARES; STOCK DIVIDEND:
100 FOR 1,000 SHARES HELD
3.2 APPROVE TO RELEASE THE PROHIBITION ON DIRECTORS Management For
FROM PARTICIPATION OF COMPETIT IVE BUSINESS WITH
QUANTA COMPUTERS
3.3 APPROVE THE REVISION TO THE ARTICLES OF INCORPORATION Management For
4. ELECT THE DIRECTORS AND SUPERVISORS Management For
5. EXTRAORDINARY MOTIONS Other Abstain
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR
A SUPERVISO R, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL
NEED TO CONTACT THE CANDID ATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID
NUMBER. W ITHOUT SUCH SPECIFIC INFORMATION, AN
ELECTION WOULD BE DEEMED AS A NO VOTE
* PLEASE NOTE THE REVISED WORDING OF RESOLUTIONS Non-Voting Non-Vote Proposal
2.2 AND 3.1. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LIMITED CHL Annual Meeting Date: 06/16/2004
Issuer: 16941M ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE DIRECTORS AND AUDITORS
FOR YEAR ENDED 31 DECEMBER 2003.
02 TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED Management For
31 DECEMBER 2003.
3A TO RE-ELECT MR. XUE TAOHAI AS A DIRECTOR. Management For
3B TO RE-ELECT MR. LI GANG AS A DIRECTOR. Management For
3C TO RE-ELECT MR. XU LONG AS A DIRECTOR. Management For
3D TO RE-ELECT MR. MOSES CHENG MO CHI AS A DIRECTOR. Management For
3E TO RE-ELECT DR. J. BRIAN CLARK AS A DIRECTOR. Management For
04 TO RE-APPOINT MESSRS. KPMG AS AUDITORS AND TO Management For
AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION.
05 TO FIX THE DIRECTORS FEES. Management For
06 TO REPURCHASE SHARES IN THE COMPANY NOT EXCEEDING Management For
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE EXISTING
ISSUED SHARE CAPITAL.
07 TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES Management Against
IN THE COMPANY NOT EXCEEDING 20% OF THE EXISTING
ISSUED SHARE CAPITAL.
08 TO EXTEND THE GENERAL MANDATE GRANTED TO THE Management For
DIRECTORS TO ISSUE, ALLOT AND DEAL WITH SHARES
BY THE NUMBER OF SHARES REPURCHASED.
09 TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY. Management For
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LIMITED CHL Special Meeting Date: 06/16/2004
Issuer: 16941M ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 THAT THE CONDITIONAL SALE AND PURCHASE AGREEMENT Management For
DATED 28 APRIL 2004 IS HEREBY GENERALLY AND UNCONDITIONALLY
APPROVED.
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LTD AGM Meeting Date: 06/16/2004
Issuer: Y14965100 ISIN: HK0941009539
SEDOL: 6073556
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2003 AND THE RE PORTS OF THE
DIRECTORS AND THE AUDITORS
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For
3. ELECT THE DIRECTORS Management For
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. APPROVE THAT THE DIRECTOR S FEE FOR EACH DIRECTOR Management For
BE FIXED AT THE SUM OF HKD 1 80,000 FOR EACH
FY COMMENCING FOR THE 2004 FY AND UNTIL THE COMPANY
IN GENERAL MEETING OTHERWISE DETERMINES AND THAT
THE FEES WILL BE PAYABLE ON A TIME PRO- RATA
BASIS FOR ANY NON FULL YEAR S SERVICE
6. AUTHORIZE THE DIRECTORS TO PURCHASE SHARES OF Management For
HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY INCLUDING
ANY FORM OF DEPOSITARY RECEIPT REPRESENTING THE
RIGHT TO RECEIVE SUCH SHARES DURING THE RELEVANT
PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED
OR ANY OTHER STOCK EXCHANGE ON WHICH THE SECURITIES
OF THE COMPA NY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION UNDER
THE HONG KONG AND THE STOCK EXCHANGE OF HONG
KONG LIMITED, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY IN ISSUE AT THE DATE OF THE PASSING
OF THIS RESOLUTION; AUTHORITY EXPIRES THE EA
RLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRATION OF TH E PERIOD WITHIN
WHICH THE NEXT AGM IS TO BE HELD BY LAW
7. APPROVE THAT A GENERAL MANDATE BE GIVEN TO THE Management Against
DIRECTORS TO ALLOT, ISSUE AND D EAL WITH ADDITIONAL
SHARES IN THE COMPANY INCLUDING THE MAKING AND
GRANTING O F OFFERS, AGREEMENTS AND OPTIONS WHICH
MIGHT REQUIRE SHARES TO BE ALLOTTED, WH ETHER
DURING THE CONTINUANCE ON SUCH MANDATE OR THEREAFTER
, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY,
P LUS THE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT
TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM
EQUIVALE NT TO 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF THE PASSING OF THIS RESOLUTION
OTHERWISE THAN PURSUAN T TO: I) A RIGHTS ISSUE
WHERE SHARES ARE OFFERED TO SHAREHOLDERS ON A
FIXED RE CORD DATE IN PROPORTION TO THEIR THEN
HOLDINGS OF SHARES; II) THE EXERCISE OF OPTIONS
GRANTED UNDER ANY SHARE OPTION SCHEME ADOPTED
BY THE COMPANY; OR III) ANY SCRIP DIVIDEND OR
SIMILAR ARRANGEMENT; SUCH MANDATE EXPIRES THE
EARLIER O F THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIO D
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
8. APPROVE THAT THE DIRECTORS BE AUTHORIZED TO EXERCISE Management For
THE POWERS OF THE COMPANY REFERRED TO IN THE
RESOLUTION 7 IN RESPECT OF THE SHARE CAPITAL
OF THE COMPAN Y REFERRED TO IN SUCH RESOLUTION
S.9 AMEND THE COMPANY S ARTICLES OF ASSOCIATION AS Management For
FOLLOWS: A) ARTICLE 2 BY INSERT ING A NEW DEFINITION;
B) ARTICLE 2 BY DELETING FEW WORD AND REPLACING
WITH NEW WORDS; C) ARTICLE 75 BY INSERTING NEW
WORDS; D) BY ADDING ARTICLE 78A; E) BY DELETING
ARTICLE 97 AND REPLACING WITH A NEW ONE; F) BY
DELETING A WORD AND RE PLACING WITH A NEW ONE
IN ARTICLE 100; G) BY DELETING ARTICLE 103 AND
REPLACIN G WITH A NEW ONE; AND H) BY DELETING
ARTICLE 108 AND REPLACING WITH A NEW ONE
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LTD EGM Meeting Date: 06/16/2004
Issuer: Y14965100 ISIN: HK0941009539
SEDOL: 6073556
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE CONDITIONAL SALE AND PURCHASE AGREEMENT Management For
- ------------------------------------------------------------------------------------------------------------------------------------
HARBIN POWER EQUIPMENT CO LTD AGM Meeting Date: 06/18/2004
Issuer: Y30683109 ISIN: CN0008935511
SEDOL: 6422761
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS FOR THE YE Management For
31 DEC 2003
2. RECEIVE THE REPORT OF THE SUPERVISORY COMMITTEE Management For
FOR THE YE 31 DEC 2003
3. RECEIVE THE AUDITED ACCOUNTS OF THE COMPANY AND Management For
THE AUDITORS REPORT FOR THE Y E 31 DEC 2003
4. RE-APPOINT MESSRS. DELOITTE TOHMATSU AND DELOITTE Management For
TOUCHE TOHMATSU CERTIFIED PU BLIC ACCOUNTANTS
LIMITED AS THE AUDITORS OF THE COMPANY AND AUTHORIZE
THE DIRE CTORS OF THE COMPANY TO FIX THEIR REMUNERATION
5. DECLARE THE 2003 FINAL DIVIDEND OF RMB 0.008 Management For
PER SHARE
6. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For
TO APPOINT ANY PERSON TO FILL IN A CASUAL VACANCY
IN THE BOARD OF DIRECTORS OR AS AN ADDITIONAL
DIRECTOR, HI S TERM OF OFFICE EXPIRES AT THE
CONCLUSION OF THE NEXT FOLLOWING ANNUAL MEETIN
G OF THE COMPANY
7. APPROVE THE COMPANY S ASSETS DISPOSITION SCHEME Management Against
FOR SEPARATING THE ASSISTANT B USINESS FROM ITS
KEY BUSINESS REFORMING THE CORPORATION SYSTEM
AND THE PERSONN EL DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------
RESORTS WORLD BHD RESORTS AGM Meeting Date: 06/23/2004
Issuer: Y7368M113 ISIN: MYL4715OO008
SEDOL: 6731962
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For
2. SANCTION THE DECLARATION OF A FINAL DIVIDEND Management Against
3. APPROVE THE PAYMENT OF DIRECTORS FEES Management For
4. RE-ELECT MR. TAN SHRI WAN SIDEK BIN HJ WAN ABDUL Management For
RAHMAN AS A DIRECTOR
5. RE-ELECT DR. LIN SEE YAN AS A DIRECTOR Management For
6. RE-ELECT MR. JUSTIN TAN WAH JOO AS A DIRECTOR Management For
7. RE-ELECT MR. DATO SIEW NIM CHEE AS A DIRECTOR Management For
8. RE-APPOINT THE AUDITORS Management For
9. GRANT AUTHORITY TO ALLOT AND ISSUE SHARES Management For
10. APPROVE TO RENEW THE AUTHORITY TO PURCHASE OWN Management For
SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
CESKY TELECOM A.S., PRAHA OGM Meeting Date: 06/24/2004
Issuer: X1168W109 ISIN: CZ0009093209 BLOCKING
SEDOL: 5272569, 5476253
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. START Management
2. ADOPT THE AGENDA OF GENERAL MEETING; ELECT THE Management
BOARD OF GENERAL MEETING
3. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
ON BUSINESS ACTIVITY OF THE COMPA NY AND STATE
OF ITS PROPERTY IN 2003 AS A PART OF THE ANNUAL
REPORT OF THE COM PANY
4. APPROVE THE RESULTS OF CONTROL ACTIVITY OF THE Management
SUPERVISORY BOARD, INFORMATION ON REVISION OF
THE REPORT ON RELATIONSHIP BETWEEN INTERCONNECTED
PERSONS
5. APPROVE THE FINANCIAL REPORTS ON 2003 Management
6. APPROVE THE PROCESS OF COVERING THE LOSS OF THE Management
COMPANY IN 2003 AND DIVIDING A PART OF RETAINED
PROFIT FROM THE PREVIOUS YEARS, ROYALTY PAYMENT
7. AMEND THE ARTICLES OF ASSOCIATION INCLUDE THREE Management
TYPES OF CHANGES TO: 1) FORMAL CHANGES RELATED
TO THE NEW LEGISLATION BEING IN FORCE SINCE 01
MAY 2004; 2) C HANGES IN COMPETENCIES OF THE
BOARDS OF THE COMPANY, MAINLY COMPETENCES OF
THE SUPERVISORY BOARD TOWARDS THE BOARD OF DIRECTORS;
AND 3) EXTENSION OF THE SCO PE OF BUSINESS OF
THE COMPANY BY THE INTENTION TO CREATE AND OPERATE
PUBLIC FI XED TELECOMMUNICATION NETWORK INCLUDING
A NETWORK OF RADIO AND TELEVISION BROA DCASTERS
ENABLING TO PROVIDE TELECOMMUNICATION SERVICES
ON THE WHOLE CZECH REP UBLIC TERRITORY
8. APPROVE TO RECALL THE MEMBERS OF THE SUPERVISORY Management
BOARD WITH THE EXCEPTION OF T HE MEMBERS ELECTED
BY EMPLOYEES ACCORDING TO PARAGRAPH 200 OF THE
COMMERCIAL C ODE
9. ELECT THE MEMBERS OF THE SUPERVISORY BOARD Management
10. APPROVE THE CHANGES IN THE RULES FOR REWARDING Management
OF THE MEMBERS OF THE BOARD OF THE DIRECTORS
11. APPROVE THE CHANGES IN THE RULES FOR REWARDING Management
OF THE MEMBERS OF THE SUPERVISO RY BOARD
12. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management
BOARDS
13. APPROVE THE AGREEMENTS ON DISCHARGE OF OFFICE Management
OF THE MEMBERS OF THE SUPERVISOR Y BOARD
14. END Management
- ------------------------------------------------------------------------------------------------------------------------------------
OAO LUKOIL LUKOY Annual Meeting Date: 06/24/2004
Issuer: 677862 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ANNUAL REPORT 2003, OF THE ANNUAL Management For
ACCOUNTS INCLUDING THE PROFIT AND LOSS STATEMENT
02 AMOUNT, PAYMENT DATE, AND FORM OF PAYMENT OF DIVIDENDS Management For
03 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Management Abstain
4A ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
NIKITENKO, VLADIMIR NIKOLAYEVICH
4B ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
SKLYAROVA, TATIANA SERGUEYEVNA
4C ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
TANULYAK, NATALIA ILYINICHNA
4D ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
KONDRATIEV, PAVEL GENNADIEVICH
4E ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
BULAVINA, LYUDMILA MIKHAILOVNA
5 REMUNERATION AND COMPENSATION OF EXPENSES TO Management For
THE MEMBERS OF THE BOARD OF DIRECTORS AND AUDIT
COMMISSION OF OAO LUKOIL
6 APPROVAL OF THE EXTERNAL AUDITOR OF THE COMPANY Management For
7 APPROVAL OF AMENDMENTS AND ADDENDA TO THE CHARTER Management For
OF OAO LUKOIL
8 APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS Management For
ON THE PROCEDURE FOR PREPARING AND HOLDING THE
SHAREHOLDERS MEETING
9 APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS Management For
ON THE BOARD OF DIRECTORS OF LUKOIL
10 APPROVAL OF TRANSACTIONS INVOLVING INTERESTED/RELATED Management For
PARTIES
- ------------------------------------------------------------------------------------------------------------------------------------
RELIANCE INDUSTRIES LTD AGM Meeting Date: 06/24/2004
Issuer: Y72596102 ISIN: INE002A01018
SEDOL: 6099626
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE AUDITED BALANCE SHEET AS Management For
AT 31 MAR 2004, PROFIT AND LOSS ACCOUNT FOR THE
YE ON THAT DATE AND THE REPORTS OF BOARD OF DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A DIVIDEND ON EQUITY SHARES Management For
3. RE-APPOINT SHRI M. L. BHAKTA AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
4. RE-APPOINT DR. D.V. KAPUR AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
5. RE-APPOINT SHRI M.P. MODI AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. APPOINT MESSRS CHATURVEDI & SHAH, CHARTERED ACCOUNTANTS, Management For
AND MESSRS RAJENDRA & CO., CHARTERED ACCOUNTANTS,
THE RETIRING AUDITORS OF THE COMPANY, AS JOINT
AU DITORS, WHO HOLD OFFICE FROM THE CONCLUSION
OF THIS AGM UNTIL THE CONCLUSION O F THE NEXT
AGM AND FIX THEIR REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
YUKOS CORP YUKOY Annual Meeting Date: 06/24/2004
Issuer: 98849W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ANNUAL REPORT OF YUKOS OIL COMPANY Management For
FOR 2003.
02 APPROVAL OF THE ANNUAL ACCOUNTING REPORTS, INCLUDING Management For
THE PROFIT AND LOSS ACCOUNT, OF YUKOS OIL COMPANY
FOR FY 2003.
03 APPROVAL OF DISTRIBUTION OF PROFIT OF YUKOS OIL Management For
COMPANY FOR FY 2003, INCLUDING PAYMENT OF DIVIDEND
ON COMMON SHARES OF YUKOS OIL COMPANY, AND OF
LOSSES FOR FY 2003.
04 ELECTION OF THE BOARD OF DIRECTORS OF YUKOS OIL Management For
COMPANY.
5A ELECTION OF MURASHOVA ANTONINA B. TO THE AUDITING Management For
COMMISSION OF YUKOS OIL COMPANY.
5B ELECTION OF BRITKOVA ELENA V. TO THE AUDITING Management For
COMMISSION OF YUKOS OIL COMPANY.
5C ELECTION OF SERZHANOVA MARGARITA O. TO THE AUDITING Management For
COMMISSION OF YUKOS OIL COMPANY.
6 APPROVAL OF THE AUDITOR OF YUKOS OIL COMPANY Management For
FOR 2004.
7 APPROVAL OF THE TOTAL AMOUNT OF REMUNERATION Management For
AND REIMBURSEMENTS OF DIRECTORS OF YUKOS OIL
COMPANY FOR THE PERIOD 2004-2005.
- ------------------------------------------------------------------------------------------------------------------------------------
YUKOS CORP AGM Meeting Date: 06/24/2004
Issuer: 98849W108 ISIN: US98849W1080
SEDOL: 2740713, 7714177, B014828
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT OF YUKOS OIL COMPANY Management For
FOR 2003
2. APPROVE THE ANNUAL ACCOUNTING REPORTS, INCLUDING Management For
THE PROFIT AND LOSS ACCOUNT O F YUKOS OIL COMPANY
FOR FY 2003
3. APPROVE THE DISTRIBUTION OF PROFIT OF YUKOS OIL Management For
COMPANY FOR FY 2003, INCLUDING PAYMENT OF DIVIDEND
ON COMMON SHARES OF YUKOS OIL COMPANY, AND OF
LOSSES FOR FY 2003
4.1 ELECT MR. GERASHENKO, VICTOR VLADIMIROVICH AS Management For
A DIRECTOR OF THE YUKOS OIL COMP ANY
4.2 ELECT MR. GOLUBEV, YURI ALEXANDROVICH AS A DIRECTOR Management For
OF THE YUKOS OIL COMPANY
4.3 ELECT MR. KONTOROVICH, ALEXEI EMILIEVICH AS A Management For
DIRECTOR OF THE YUKOS OIL COMPAN Y
4.4 ELECT MR. ORTIZ, EDGAR AS A DIRECTOR OF THE YUKOS Management For
OIL COMPANY
4.5 ELECT MR. SOUBLIN MICHAEL AS A DIRECTOR OF THE Management For
YUKOS OIL COMPANY
4.6 ELECT MR. LOZE, BERNARD AS A DIRECTOR OF THE Management For
YUKOS OIL COMPANY
4.7 ELECT MR. KOSCIUSKO-MORIZET, JACQUES OF THE YUKOS Management For
OIL COMPANY
4.8 ELECT MR. CARY, SARAH COLLINS OF THE YUKOS OIL Management For
COMPANY
4.9 ELECT MR. GUPTA, RAJ KUMAR OF THE YUKOS OIL COMPANY Management For
4.10 ELECT MR. BUCLEZ, FRANCOIS CLAUDE OF THE YUKOS Management For
OIL COMPANY
4.11 ELECT MR. POKHOLKOV, YURI PETROVICH OF THE YUKOS Management For
OIL COMPANY
5.1 ELECT MR. MURASHOVA ANTONINA B. AS A MEMBER OF Management For
AUDITING COMMISSION
5.2 ELECT MR. BRITKOVA ELENA V. AS A MEMBER OF AUDITING Management For
COMMISSION
5.3 ELECT MR. SERZHANOVA MARGARITA O. AS A MEMBER Management For
OF AUDITING COMMISSION
6. APPOINT THE AUDITOR OF THE YUKOS OIL COMPANY Management For
7. APPROVE THE TOTAL AMOUNT OF REMUNERATION AND Management For
REIMBURSEMENT OF THE DIRECTORS OF THE YUKOS OIL
COMPANY FOR THE PERIOD 2004-2005
* YOUR STANDING INSTRUCTIONS HAS BEEN REMOVED FOR Non-Voting Non-Vote Proposal
THIS MEETING. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
GAZPROM OAO, MOSCOW AGM Meeting Date: 06/25/2004
Issuer: 368287207 ISIN: US3682872078
SEDOL: 2016629, 5140989, 5259528
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE ANNUAL ACCOUNTING Management For
STATEMENTS, INCLUDING THE PRO FIT AND LOSS REPORT
(PROFIT AND LOSS ACCOUNTS) OF THE COMPANY, AS
WELL AS DIST RIBUTION OF PROFIT, INCLUDING PAYMENT
(DECLARATION) OF DIVIDENDS, AND LOSSES O F THE
COMPANY BASED ON THE RESULTS OF 2003
2. APPROVE THE AMOUNT OF, TIME FOR AND FORM OF PAYMENT Management For
OF ANNUAL DIVIDENDS ON THE COMPANY S SHARES PROPOSED
BY THE COMPANY S BOARD OF DIRECTORS
3. PAY REMUNERATION TO MEMBERS OF OAO GAZPROM S Management For
BOARD OF DIRECTORS AND AUDIT COMM ISSION IN THE
AMOUNT RECOMMENDED BY THE COMPANY S BOARD OF DIRECTORS
4. APPROVE ZAO PRICEWATERHOUSECOOPERS AUDIT AS THE Management For
COMPANY S EXTERNAL AUDITOR
5. APPROVE THE PROPOSED AMENDMENTS AND ADDITIONS Management For
NO. 1 TO THE CHARTER OF THE COMP ANY
6. APPROVE THE PROPOSED AMENDMENTS AND ADDITIONS Management Against
NO. 2 TO THE CHARTER OF THE COMP ANY
7. APPROVE THE PROPOSED AMENDMENTS AND ADDITIONS Management For
NO. 3 TO THE CHARTER OF THE COMP ANY
8.1 ELECT MR. AKIMOV ANDREI IGOREVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.2 ELECT MR. ANANENKOV ALEKSANDR GEORGIEVICH AS Management Abstain
A MEMBER OF THE BOARD OF DIRECTOR S
8.3 ELECT MR. BERGMANN BURKHARD AS A MEMBER OF THE Management Abstain
BOARD OF DIRECTORS
8.4 ELECT MS. VALOVAYA TATYANA DMITRIEVNA AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.5 ELECT MR. GAZIZULLIN FARIT RAFIKOVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.6 ELECT MR. GREF GERMAN OSKAROVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.7 ELECT MR. KARPEL ELENA EVGENIEVNA AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.8 ELECT MR. KLEINER VADIM GEORGIEVICH AS A MEMBER Management For
OF THE BOARD OF DIRECTORS
8.9 ELECT MR. KOSAREV SERGEI BORISOVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.10 ELECT MS. LEVITSKAYA ALEKSANDRA YURIEVNA AS A Management Abstain
MEMBER OF THE BOARD OF DIRECTORS
8.11 ELECT MR. MEDVEDEV DMITRII ANATOLIEVICH AS A Management Abstain
MEMBER OF THE BOARD OF DIRECTORS
8.12 ELECT MR. MILLER ALEKSEI BORISOVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.13 ELECT MS. PAVLOVA OLGA PETROVNA AS A MEMBER OF Management Abstain
THE BOARD OF DIRECTORS
8.14 ELECT MR. RAYAN CHARLES AS A MEMBER OF THE BOARD Management Abstain
OF DIRECTORS
8.15 ELECT MR. RYASANOV ALEKSANDR NIKOLAEVICH AS A Management Abstain
MEMBER OF THE BOARD OF DIRECTORS
8.16 ELECT MS. SEREDA MIKHAIL LEONIDOVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.17 ELECT MR. USTYUZHANIN GENNADIY STEPANOVICH AS Management Abstain
A MEMBER OF THE BOARD OF DIRECTO RS
8.18 ELECT MR. FASH DOMINIC AS A MEMBER OF THE BOARD Management Abstain
OF DIRECTORS
8.19 ELECT MR. FEDOROV BORIS GRIGORIEVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.20 ELECT MR. KHRISTENKO VIKTOR BORISOVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
8.21 ELECT MR. SHCHERBOVICH ILYA VIKTOROVICH AS A Management Abstain
MEMBER OF THE BOARD OF DIRECTORS
8.22 ELECT MR. YUSUFOV IGOR KHANUKOVICH AS A MEMBER Management Abstain
OF THE BOARD OF DIRECTORS
9.1 ELECT MR. ARKHIPOV DMITRIY ALEKSANDROVICH AS Management For
THE AUDIT COMMISSION OF THE COMPA NY
9.2 ELECT MS. BIKULOV VADIM KASYMOVICH AS THE AUDIT Management For
COMMISSION OF THE COMPANY
9.3 ELECT MS. GULYUKINA SVETLANA ALEKSEEVNA AS THE Management For
AUDIT COMMISSION OF THE COMPANY
9.4 ELECT MS. DOMARATSKAYA NELYA NIKOLAEVNA AS THE Management For
AUDIT COMMISSION OF THE COMPANY
9.5 ELECT MR. ISHUTIN RAFAEL VLADIMIROVICH AS THE Management For
AUDIT COMMISSION OF THE COMPANY
9.6 ELECT MR. KOSTERIN MAKSIM NIKOLAEVICH AS THE Management For
AUDIT COMMISSION OF THE COMPANY
9.7 ELECT MS. LOBANOVA NINA VLADISLAVOVNA AS THE Management For
AUDIT COMMISSION OF THE COMPANY
9.8 ELECT MS. LYSAK OLGA ALEKSANDROVNA AS THE AUDIT Management For
COMMISSION OF THE COMPANY
9.9 ELECT MR. TKACHENKO ANDREI PETROVICH AS THE AUDIT Management For
COMMISSION OF THE COMPANY
9.10 ELECT MR. TOROPOV SERGEI VLADIMIROVICH AS THE Management For
AUDIT COMMISSION OF THE COMPANY
9.11 ELECT MR. FEDOROV ALEKSANDR ANATOLIEVICH AS THE Management For
AUDIT COMMISSION OF THE COMPAN Y
9.12 ELECT MR. SHUBIN YURIY IVANOVICH AS THE AUDIT Management For
COMMISSION OF THE COMPANY
10.1 Approve Transactions with Related Party Management For
10.2 Approve Transactions with Related Party Management For
10.3 Approve Transactions with Related Party Management For
10.4 Approve Transactions with Related Party Management For
10.5 Approve Transactions with Related Party Management For
10.6 Approve Transactions with Related Party Management For
10.7 Approve Transactions with Related Party Management For
- ------------------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM OGZPF Annual Meeting Date: 06/25/2004
Issuer: 368287 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 ANNUAL REPORT, INCLUDING THE PROFIT AND LOSS REPORT Management For
02 PAYMENT OF ANNUAL DIVIDENDS Management For
03 PAY REMUNERATION TO DIRECTORS AND AUDIT COMMISSION Management For
04 ZAO PRICEWATERHOUSECOOPERS AUDIT AS THE EXTERNAL Management For
AUDITOR
05 AMENDMENTS AND ADDITIONS NO. 1 TO THE CHARTER Management For
OF THE COMPANY
06 AMENDMENTS AND ADDITIONS NO. 2 TO THE CHARTER Management Against
OF THE COMPANY
07 AMENDMENTS AND ADDITIONS NO. 3 TO THE CHARTER Management For
OF THE COMPANY
08 ELECTION OF THE BOARD OF DIRECTORS. IF YOU WISH Management Abstain
TO VOTE SELECTIVELY, YOU MUST CUMULATE YOUR SHARES.
PLEASE CONTACT YOUR REPRESENTATIVE IF YOU WISH
TO DO SO.
9A ELECT ARKHIPOV DMITRIY ALEKSANDROVICH TO THE Management For
AUDIT COMMISSION OF THE COMPANY
9B ELECT BIKULOV VADIM KASYMOVICH TO THE AUDIT COMMISSION Management For
OF THE COMPANY
9C ELECT GULYUKINA SVETLANA ALEKSEEVNA TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9D ELECT DOMARATSKAYA NELYA NIKOLAEVNA TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9E ELECT ISHUTIN RAEFAEL VLADIMIROVICH TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9F ELECT KOSTERIN MAKSIM NIKOLAEVICH TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9G ELECT LOBANOVA NINA VLADISLAVOVNA TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9H ELECT LYSAK OLGA ALEKSANDROVNA TO THE AUDIT COMMISSION Management For
OF THE COMPANY
9I ELECT TKACHENKO ANDREI PETROVICH TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9J ELECT TOROPOV SERGEI VLADIMIROVICH TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9K ELECT FEDOROV ALEKSANDR ANATOLIEVICH TO THE AUDIT Management For
COMMISSION OF THE COMPANY
9L ELECT SHUBIN YURIY IVANOVICH TO THE AUDIT COMMISSION Management For
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM OGZPF Annual Meeting Date: 06/25/2004
Issuer: 368287 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
10A LOAN TRANSACTIONS BETWEEN OAO GAZPROM AND AB Management For
GAZPROMBANK (ZAO)
10B LOAN TRANSACTIONS BETWEEN OAO GAZPROM AND SBERBANK Management For
OF RUSSIA
10C BANK ACCOUNT AGREEMENTS BETWEEN OAO GAZPROM AND Management For
AB GAZPROMBANK (ZAO)
10D GAS DELIVERY AGREEMENTS BETWEEN OAO GAZPROM AND Management For
OOO MEZHREGIONGAZ
10E GAS TRANSPORTATION AGREEMENTS BETWEEN OAO GAZPROM Management For
AND OAO AK SIBUR
10F GAS TRANSPORTATION AGREEMENTS BETWEEN OAO GAZPROM Management For
AND OAO VOSTOKGAZPROM
10G BANK GUARANTEE AGREEMENTS BETWEEN OAO GAZPROM Management For
AND AB GAZPROMBANK (ZAO)
- ------------------------------------------------------------------------------------------------------------------------------------
RANBAXY LABORATORIES LTD AGM Meeting Date: 06/25/2004
Issuer: Y7187Y140 ISIN: INE015A01010
SEDOL: 6101071
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE, CONSIDER AND ADOPT THE PROFIT AND LOSS Management For
ACCOUNT FOR THE YE 31 DEC 2003 AND THE BALANCE
SHEET AS AT THAT DATE AND THE REPORTS OF THE
DIRECTORS AND TH E AUDITORS THEREON
2. DECLARE A DIVIDEND ON EQUITY SHARES Management For
3. RE-APPOINT MR. TEJENDRA KHANNA AS A DIRECTOR Management For
4. RE-APPOINT MR. VIVEK BHARAT RAM AS A DIRECTOR Management For
5. RE-APPOINT MR. VIVEK MEHRA AS A DIRECTOR Management For
6. RE-APPOINT M/S. WALKER, CHANDIOK & CO, AS THE Management For
AUDITORS OF THE COMPANY UNTIL TH E CONCLUSION
OF THE NEXT AGM AND FIX THEIR REMUNERATION
7. APPOINT MR. V.K. KAUL AS A DIRECTOR OF THE COMPANY Management For
8. APPOINT MR. GURUCHARAN DAS AS A DIRECTOR OF THE Management For
COMPANY
9. APPOINT MR. MALVINDER MOHAN SINGH AS A DIRECTOR Management For
OF THE COMPANY
10. APPROVE TO APPOINT, PURSUANT TO THE SECTIONS Management For
198, 269 AND 309 READ WITH SCHEDU LE XIII OF
THE COMPANIES, ACT, 1956 AND OTHER APPLICABLE
PROVISIONS, MR. MALVI NDER MOHAN SINGH AS PRESIDENT-PHARMACEUTICALS
AND WHOLE-TIME DIRECTOR OF THE C OMPANY FOR A
PERIOD OF 5 YEARS EFFECTIVE 01 JAN 2004, AT A
SPECIFIED REMUNERAT ION AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE SUCH STEPS AS THE BOARD
MAY C ONSIDER NECESSARY OR EXPEDIENT TO GIVE
EFFECT TO THE RESOLUTION
11. APPROVE TO APPOINT, PURSUANT TO THE SECTIONS Management For
198, 269 AND 309 READ WITH SCHEDU LE XIII OF
THE COMPANIES, ACT, 1956 AND OTHER APPLICABLE
PROVISIONS, DR. BRIAN W. TEMPEST AS JOINT MANAGING
DIRECTORS AND CEO DESIGNATE FOR THE PERIOD FROM
01 JAN 2004 TO 04 JUL 2004 AND AS CHIEF EXECUTIVE
OFFICER AND MANAGING DIRECTO R FOR THE PERIOD
FROM 05 JUL 2004 TO 31 DEC 2007 AT A SPECIFIED
REMUNERATION A ND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE SUCH STEPS AS THE BOARD MAY CONSID ER
NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE RESOLUTION
S.12 APPROVE THAT SUBJECT TO REQUISITE APPROVALS, Management For
THE DIRECTORS OF THE COMPANY OTH ER THAN THE
MANAGING AND WHOLE-TIME DIRECTORS MAY BE PAID
REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
TAEGU DEPARTMENT STORE CO LTD AGM Meeting Date: 06/28/2004
Issuer: Y8361D100 ISIN: KR7006370001
SEDOL: 6249294, 6908993
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT/DIVIDEND KRW Management For
250 COMMON SHARE
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. ELECT THE DIRECTORS Management For
4. ELECT THE AUDITORS Management Against
5. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
6. APPROVE THE REMUNERATION LIMIT FOR THE AUDITORS Management Against
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004
Selected Accounts: Scudder Greater Europe Growth Fund
- ----------------------------------------------------------------------------------------------------------------------------------
AHOLD NV OGM Meeting Date: 09/04/2003
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN EXTRAORDINARY GENERAL Non-Voting Non-Vote Proposal
MEETING. THANK YOU.
1. OPENING Non-Voting Non-Vote Proposal
2. APPROVE THE EXPLANATION ABOUT THE DELAY OF THE Management For
POSTPONEMENT OF THE PUBLICATION OF THE ANNUAL
ACCOUNTS AND THE ANNUAL REPORT FOR THE FY 2002
3. APPROVE THE COMPOSITION OF THE MANAGEMENT BOARD Management For
AND APPOINT MESSRS. A.C. MOBER G AND H.R. RYOPPONEN
4. RECEIVE THE MOST IMPORTANT PRINCIPLES OF THE Management For
COMPANY S NEW STRATEGY AND BUSINE SS UPDATE BY
MR. A.C. MOBERG
5. CLOSING Non-Voting Non-Vote Proposal
- ----------------------------------------------------------------------------------------------------------------------------------
ALPHA BANK SA EGM Meeting Date: 09/26/2003
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT THE DRAFT CONTRACT AND DEED FOR Management
THE MERGER OF ALPHA BANK S.A. AND ALPHA INVESTMENTS
S.A. BY ABSORPTION OF THE LATTER BY THE FORMER,
APPROVAL OF THE MERGER BALANCE SHEET OF ALPHA
BANK ACCOMPANIED BY THE RELEVANT CERTIFICAT ES
OF THE AUDITORS, THE REPORT OF THE BOARD OF DIRECTORS,
ACCORDING TO ARTICLE 69, PARAGRAPH 4 OF LAW 2190/1920
AND GRANTING OF AUTHORIZATION FOR THE SIGNIN
G OF THE NOTARIAL DEED AND THE PERFORMANCE OF
ANY OTHER ACT OR STATEMENT REQUI RED TO THIS PURPOSE
2. APPROVE THAT, ACCORDING TO ARTICLE 23A OF LAW Management
2190/1920, OF THE DRAFT CONTRACT AND DEED FOR
THE MERGER OF ALPHA BANK A.E. AND ALPHA INVESTMENTS
A.E. BY ABSO RPTION OF THE LATTER BY THE FORMER
3. APPROVE TO INCREASE THE SHARE CAPITAL OF ALPHA Management
BANK A.E. BY THE AMOUNT OF THE SHARE CAPITAL
CONTRIBUTED BY ALPHA INVESTMENTS A.E., RESULTING
FROM ITS ABSORP TION AND DECREASE THE SHARE CAPITAL
OF ALPHA BANK A.E., BY THE AMOUNT WHICH CO RRESPONDS
TO THE PAR VALUE OF THE SHARES OF THE ABSORBED
COMPANY OWNED BY THE ABSORBING COMPANY, TO THE
PAR VALUE OF THE SHARES OF THE ABSORBING COMPANY
OWN ED BY THE ABSORBED COMPANY AND TO THE PAR
VALUE OF THE SHARES OF THE ABSORBED COMPANY OWNED
BY THE ABSORBED COMPANY ITSELF; AND INCREASE
THE SHARE CAPITAL O F ALPHA BANK A.E. BY THE
CAPITALISATION OF RESERVES FOR THE ROUNDING OFF
OF TH E NOMINAL VALUE OF EACH SHARE OF ALPHA
BANK A.E. TO EUR 4,87; AND AMEND ARTICL E 5 OF
THE ARTICLES OF INCORPORATION AND GRANTING OF
AN IRREVOCABLE ORDER TO T HE BOARD OF DIRECTORS
FOR THE SETTLEMENT OF ANY FRACTIONAL RIGHTS
4. APPROVE ALL DEEDS, ACTIONS AND STATEMENTS, UNTIL Management
TODAY, OF THE BOARD OF DIRECT ORS OF ALPHA BANK
AND OF ITS REPRESENTATIVES AND PROXIES RELATIVE
TO THE AFORE MENTIONED MERGER
- ----------------------------------------------------------------------------------------------------------------------------------
ALPHA BANK SA EGM Meeting Date: 10/30/2003
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
112449 DUE TO A CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THAT THE DRAFT CONTRACT AND DEED FOR Management
THE MERGER OF ALPHA BANK S.A. AND ALPHA INVESTMENTS
S.A. BY ABSORPTION OF THE LATTER BY THE FORMER,
APPROVAL OF THE MERGER BALANCE SHEET OF ALPHA
BANK ACCOMPANIED BY THE RELEVANT CERTIFICAT ES
OF THE AUDITORS, THE REPORT OF THE BOARD OF DIRECTORS,
ACCORDING TO ARTICLE 69, PARAGRAPH 4 OF LAW 2190/1920
AND GRANTING OF AUTHORIZATION FOR THE SIGNIN
G OF THE NOTARIAL DEED AND THE PERFORMANCE OF
ANY OTHER ACT OR STATEMENT REQUI RED TO THIS PURPOSE
2. APPROVE THAT, ACCORDING TO ARTICLE 23A OF LAW Management
2190/1920, OF THE DRAFT CONTRACT AND DEED FOR
THE MERGER OF ALPHA BANK A.E. AND ALPHA INVESTMENTS
A.E. BY ABSO RPTION OF THE LATTER BY THE FORMER
3. APPROVE TO INCREASE THE SHARE CAPITAL OF ALPHA Management
BANK A.E. BY THE AMOUNT OF THE SHARE CAPITAL
CONTRIBUTED BY ALPHA INVESTMENTS A.E., RESULTING
FROM ITS ABSORP TION AND DECREASE THE SHARE CAPITAL
OF ALPHA BANK A.E., BY THE AMOUNT WHICH CO RRESPONDS
TO THE PAR VALUE OF THE SHARES OF THE ABSORBED
COMPANY OWNED BY THE ABSORBING COMPANY, TO THE
PAR VALUE OF THE SHARES OF THE ABSORBING COMPANY
OWN ED BY THE ABSORBED COMPANY AND TO THE PAR
VALUE OF THE SHARES OF THE ABSORBED COMPANY OWNED
BY THE ABSORBED COMPANY ITSELF; AND INCREASE
THE SHARE CAPITAL O F ALPHA BANK A.E. BY THE
CAPITALISATION OF RESERVES FOR THE ROUNDING OFF
OF TH E NOMINAL VALUE OF EACH SHARE OF ALPHA
BANK A.E. TO EUR 4,87; AND AMEND ARTICL E 5 OF
THE ARTICLES OF INCORPORATION AND GRANTING OF
AN IRREVOCABLE ORDER TO T HE BOARD OF DIRECTORS
FOR THE SETTLEMENT OF ANY FRACTIONAL RIGHTS
4. APPROVE ALL DEEDS, ACTIONS AND STATEMENTS, UNTIL Management
TODAY, OF THE BOARD OF DIRECT ORS OF ALPHA BANK
AND OF ITS REPRESENTATIVES AND PROXIES RELATIVE
TO THE AFORE MENTIONED MERGER
- ----------------------------------------------------------------------------------------------------------------------------------
BRITISH SKY BROADCASTING GROUP PLC AGM Meeting Date: 11/14/2003
Issuer: G15632105 ISIN: GB0001411924
SEDOL: 0141192, 5474837
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR Management For
THE YE 30 JUN 2003, TOGETHER WI TH THE REPORT
OF THE DIRECTORS AND THE AUDITORS THEREON
2. ELECT MR. LORD WILSON OF DINTON AS A DIRECTOR Management For
3. ELECT MR. JAMES MURDOCH AS A DIRECTOR Management For
4. ELECT MR. CHASE CAREY AS A DIRECTOR Management For
5. RE-APPOINT MR. DAVID EVANS AS A DIRECTOR Management For
6. RE-APPOINT MR. LORD ST. JOHN OF FAWSKY AS A DIRECTOR Management Against
7. RE-APPOINT MR. MARTIN STEWART AS A DIRECTOR Management For
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS T O AGREE THEIR REMUNERATION
9. RECEIVE THE REMUNERATION REPORT OF THE DIRECTORS Management Against
FOR THE YE 30 JUN 2003
10. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPEN DITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 200,000; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; THE COMPANY, BEFORE THE EXPIRY , MAY MAKE A
DONATION TO EU POLITICAL ORGANIZATION AND INCUR
EU POLITICAL EXPE NDITURE WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY, PURSUANT TO AND IN ACCORDANCE
WITH SECTION 80 OF THE COMPANIES ACT 1985, TO
ALLOT RELEV ANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 19,000,000 33% OF THE
NOMINAL ISSUED SHARE CAPITAL ; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NE XT AGM ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF T HIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EX PIRY
S.12 AUTHORIZE THE DIRECTORS TO ALLOT SHARES FOR CASH Management For
ON NON PRE-EMPTIVE BASIS UP T O A MAXIMUM NOMINAL
VALUE OF GBP 48,000,000 5% OF THE NOMINAL ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY AS AT 09
SEP 2003
S.13 AUTHORIZE THE DIRECTORS TO REDUCE THE COMPANY Management For
S SHARE PREMIUM ACCOUNT APPROXI MATELY GBP 2.5
BILLION BY GBP 1.120 BILLION; TO UTILIZED THIS
AMOUNT TO WRITE DOWN THE ACCUMULATED LOSSES IN
THE COMPANY S BALANCE SHEET, THEREBY REMOVING
THE DEFICIT AS AT 30 JUN 2003 AND ALLOWING THE
COMPANY TO BUILD UP ITS DISTRIB UTABLE RESERVES
- ----------------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH EGM Meeting Date: 11/20/2003
Issuer: H0010V101 ISIN: CH0012221716 BLOCKING
SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ORDINARY INCREASE IN THE SHARE CAPITAL Management
- ----------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV AGM Meeting Date: 11/26/2003
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. RECEIVE THE REPORT FOR THE FY 2002 BY THE BOARD Management
OF MANAGEMENT
3. APPROVE THE ANNUAL ACCOUNT FOR 2002 Management
4. APPROVE THE COMPOSITION OF THE BOARD OF MANAGEMENT Management
5. AMEND THE ARTICLES OF ASSOCIATION Management
6.A AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management
THE APPROVAL OF SUPERVISORY BOAR D, TO ISSUE
NEW ORDINARY SHARES AND CUMULATIVE PREFERRED
FINANCING SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management
THE APPROVAL OF SUPERVISORY BOAR D, TO RESTRICT
OR EXCLUDE THE PRE-EMPTIVE RIGHT OF HOLDERS OF
ORDINARY SHARES ON THE ISSUE OF NEW SHARES
7. AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management
THE APPROVAL OF SUPERVISORY BOAR D, TO ACQUIRE
OWN SHARES WITHIN THE LIMITS OF THE LAW AND THE
ARTICLES OF ASSO CIATION
8. APPROVE THE BONUS OF ANDERS MOBERG Management
9. QUESTIONS AND CLOSING Non-Voting
- ----------------------------------------------------------------------------------------------------------------------------------
CAP GEMINI SA, PARIS EGM Meeting Date: 12/18/2003
Issuer: F13587120 ISIN: FR0000125338 BLOCKING
SEDOL: 4163437, 5619382, 5710315, 7164062
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN FRANCE OR ABROAD, WITH THE ISS UE OF 6,276,554
SHARES, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 50,212,432.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 1 YEA R ;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMP LISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH
HAS BEE N ADOPTED
2. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN FRANCE OR ABROAD, WITH THE ISS UE OF 18,829,662
OF EQUITY WARRANTS FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 9,414, 824.00; AUTHORITY IS GIVEN FOR
A PERIOD OF 1 YEAR ; AUTHORIZE THE BOARD OF DI
RECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL FORMALITIES NECESSAR Y TO CARRY OUT THE CAPITAL
INCREASE WHICH HAS BEEN ADOPTED
3. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIB ED BY LAW
* PLEASE NOTE THAT THE QUORUM WILL PROBABLY NOT Non-Voting
BE REACHED ON THE FIRST CALL ON 03 DEC 2003 AND
THE SECOND CALL OF THE MEETING WILL BE HELD ON
18 DEC 2003. TH ANK YOU
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEAR ER
SHARES: 6 DAYS PRIOR TO THE MEETING DATE.
FRENCH RESIDENT SHAREOWNERS MU ST COMPLETE, SIGN
AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB
CUSTODIAN. P LEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD,
ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING
APPLIES TO NON-RESIDENT S HAREOWNERS: PROXY
CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS
TO THE GLO BAL CUSTODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLIN E DATE.
IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIG N 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 BEE N 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 WHIC H WILL ADVISE THE GLOBAL CUSTODIAN
OF THE NEW ACCOUNT POSITION AVAILABLE FOR V OTING.
THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VO TE 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.
- ----------------------------------------------------------------------------------------------------------------------------------
GRANADA PLC EGM Meeting Date: 01/13/2004
Issuer: G4049Q100 ISIN: GB0008275660
SEDOL: 0827566, 2047209, 4195731
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE : (A) THE SCHEME OF ARRANGMENT DATED Management For
08 DEC 2003 GRANADA SCHEME BETW EEN THE COMPANY
AND THE HOLDERS OF GRANADA SCHEMA SHARES; (B)
FOR THE PURPOSE OF GIVING EFFECT TO THE GRANADA
SCHEME WITH OR SUBJECT TO ANY MODIFICATION, AD
DITION OR CONDITION APPROVED BY THE COURT: (I)
THAT THE SHARE CAPITAL OF THE C OMPANY BE REDUCED
BY CANCELLING ALL THE GRANADA SCHEME SHARES;
(II) FORTHWITH AND CONTINGENTLY ON SUCH REDUCTION
OF CAPITAL TAKING EFFECT TO INCREASE THE SH ARE
CAPITAL OF THE COMPANY TO ITS FORMER AMOUNT BY
THE CREATION OF SUCH NUMBER OF NEW ORDINARY SHARES
OF 10 PENCE EACH AS SHALL BE EQUAL TO THE NUMBER
OF GR ANADA SCHEME SHARES CANCELLED AT SUB-POINT
(I) ABOVE AND TO APPLY THE RESERVE ARISING IN
THE BOOKS OF ACCOUNT OF THE COMPANY AS A RESULT
OF THE CANCELLATION OF THE GRANADA SCHEME SHARES
BY PAYING UP IN FULL AT PAR THE NEW ORDINARY
SHA RES OF .10 PENCE EACH, SUCH NEW ORDINARY
SHARES TO BE ALLOTTED, ISSUED AND CRE DITED AS
FULLY PAID TO ITV PLC AND/OR ITS NOMINEE(S) AND
AUTHORIZE THE DIRECTO RS OF THE COMPANY IN ACCORDANCE
WITH SECTION 80 OF THE COMPANIES ACT 1985 (THE
ACT) TO GIVE EFFECT TO THIS RESOLUTION AND ACCORDINGLY
TO EFFECT THE ALLOTMEN T OF THE NEW ORDINARY
SHARES UP TO AN AGGREGATE NOMINAL AMOUNT OF SHARES
OF GB P 300,000,000; AUTHORITY EXPIRES ON 31
DEC 2004 ; (C) THE INCREASE OF THE AUT HORIZED
SHARE CAPITAL OF THE COMPANY FROM GBP 370,450,002
TO GBP 570,450,002 B Y THE CREATION OF 200,000,000
REDEEMABLE SHARES OF GBP 1 EACH REDEEMABLE SHAR
ES HAVING THE RIGHTS AND BEING SUBJECT TO THE
RESTRICTIONS SET OUT IN THE COM PANY S ARTICLES
OF ASSOCIATION AS AMENDED PURSUANT TO THIS RESOLUTION;
(D) TO AUTHORIZE THE DIRECTORS OF THE COMPANY,
FOR THE PURPOSES OF SECTION 80 OF THE ACT TO
ALLOT UP TO 200,000,000 REDEEMABLE SHARES TO
SHAREHOLDERS OF THE COMPAN Y ON THE BASIS OF
THE GRANADA SCHEME; (E) TO AMEND THE ARTICLES
OF ASSOCIATION OF THE COMPANY BY THE ADOPTION
AND INCLUSION OF THE A NEW ARTICLE 168 AND BY
THE ADOPTION AND INCLUSION OF A NEW ARTICLE 4A
CONTAINING THE RIGHTS ATTACHING TO THE GRANADA
REDEEMABLE SHARES AND THE RESTRICTIONS TO WHICH
THEY ARE SUBJE CT
2. APPROVE THE ITV APPROVED EXECUTIVE SHARE OPTION Management For
SCHEME APPROVED SCHEME AND A UTHORIZE THE DIRECTORS
TO DO ACTS AND THINGS WHICH THEY MAY CONSIDER
NECESSARY OR DESIRABLE TO CARRY THE APPROVED
SCHEME INTO EFFECT
3. APPROVE THE ITV UNAPPROVED EXECUTIVE SHARE OPTION Management For
SCHEME UNAPPROVED SCHEME A ND AUTHORIZE THE
DIRECTORS TO DO ACTS AND THINGS WHICH THEY MAY
CONSIDER NECES SARY OR DESIRABLE TO CARRY THE
APPROVED SCHEME INTO EFFECT
4. APPROVE THE ITV COMMITMENT SCHEME COMMITMENT Management For
SCHEME AND AUTHORIZE THE DIRECT ORS TO DO ACTS
AND THINGS WHICH THEY MAY CONSIDER NECESSARY
OR DESIRABLE TO CA RRY THE APPROVED SCHEME INTO
EFFECT
5. APPROVE THE ITV SAVINGS RELATED SHARE OPTION Management For
SCHEME SHARESAVE SCHEME AND AUT HORIZE THE
DIRECTORS TO DO ACTS AND THINGS WHICH THEY MAY
CONSIDER NECESSARY O R DESIRABLE TO CARRY THE
APPROVED SCHEME INTO EFFECT
6. APPROVE THE ITV SHARE INCENTIVE PLAN SIP AND Management For
AUTHORIZE THE DIRECTORS TO DO A CTS AND THINGS
WHICH THEY MAY CONSIDER NECESSARY OR DESIRABLE
TO CARRY THE APP ROVED SCHEME INTO EFFECT
7. AUTHORIZE THE DIRECTORS OF ITV PLC TO ESTABLISH Management For
SUCH NUMBER OF SUPPLEMENTS OR APPENDICES TO THE
APPROVED SCHEME, THE UNAPPROVED SCHEME, THE COMMITMENT
SCHEM E, THE SHARESAVE SCHEME AND THE SIP ITV
SHARE SCHEMES OR SUCH OTHER EMPLOYEE S SHARE
SCHEMES IN RELATION TO ITV S ORDINARY SHARES
FOR THE BENEFIT OF EMPLO YEES OF ITV PLC (OR
ANY OF ITS SUBSIDIARIES) WHO ARE RESIDENT OR
WORKING OUTSI DE THE UNITED KINGDOM PROVIDED
THAT THE OVERALL LIMITS ON THE NUMBER OF ITV
OR DINARY SHARES WHICH MAY BE SUBSCRIBED UNDER
ALL ITV PLC S EMPLOYEES SHARE SCH EMES SHALL
NOT BE INCREASED THEREBY AND THAT ITV ORDINARY
SHARES WHICH MAY BE SUBSCRIBED UNDER SUCH SUPPLEMENTS,
APPENDICES OR OTHER EMPLOYEES SHARE SCHEME S
SHALL COUNT TOWARDS THOSE LIMITS
- ----------------------------------------------------------------------------------------------------------------------------------
GRANADA PLC OGM Meeting Date: 01/13/2004
Issuer: G4049Q100 ISIN: GB0008275660
SEDOL: 0827566, 2047209, 4195731
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT Management For
* PLEASE NOTE THAT THIS IS A SCHEME MEETING. THANK Non-Voting Non-Vote Proposal
YOU
- ----------------------------------------------------------------------------------------------------------------------------------
AEGON NV AGM Meeting Date: 01/16/2004
Issuer: N0089J123 ISIN: NL0000301760 BLOCKING
SEDOL: 0687243, 5927375, 5981014, 5981520
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management
OF THE COMPANY AND AUTHORIZE THE AUTHORIZED CORPORATE
DIRECTOR OF THE COMOPANY TO FIX THEIR REMUNERATION
- ----------------------------------------------------------------------------------------------------------------------------------
INFINEON TECHNOLOGIES AG, MUENCHEN OGM Meeting Date: 01/20/2004
Issuer: D35415104 ISIN: DE0006231004
SEDOL: 2605425, 5889505, 7159154
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* PLEASE BE ADVISED THAT INFINEON TECHNOLOGIES Non-Voting
AG SHARES ARE ISSUED IN REGISTE RED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2002/2003 WITH T HE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP A NNUAL REPORT
2. RATIFY OF THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY OF THE ACTS OF THE SUPERVISORY BOARD Management
4. APPOINT KPMG, BERLIN AND FRANKFURT AS THE AUDITORS Management
FOR THE FY 2003/2004
5. APPROVE TO INCREASE AUTHORIZED CAPITAL I/2002 Management
BY EUR 55,000,000, IN ORDER TO S ECURE FUTURE
ACQUISITIONS AND AMENDED AS FOLLOWS: THE BOARD
OF MANAGING DIRECT ORS SHALL BE AUTHORIZED TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 350,000,000
THROUGH THE ISSUE OF REGISTERED NO-PAR SHARES
AGAINST PAYMENT IN CASH OR KIND , ON OR BEFORE
21 JAN 2007; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS IF SHARES ARE ISSUED AGAINST CASH PAYMENT,
EXCEPT FOR RESIDUAL AMOUNTS, FOR TH E GRANTING
OF SUCH RIGHTS TO HOLDERS OF WARRANTS OR CONVERTIBLE
BONDS, AND FOR THE ISSUE OF SHARES AFTER 040120,
AT A PRICE NOT MATERIALLY BELOW THEIR MARKE T
PRICE; AND SHAREHOLDERS SUBSCRIPTION RIGHTS SHALL
BE EXCLUDED FOR THE ISSUE OF SHARES AGAINST PAYMENT
IN KIND AND AMEND THE ARTICLES OF ASSOCIATION
6. AUTHORIZE BOARD OF MANAGING DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY UP TO E UR 30,000,000 THROUGH
THE ISSUE OF NEW EMPLOYEE SHARES AGAINST CASH
PAYMENT, O N OR BEFORE 19 JAN 2009 AUTHORIZED
CAPITAL II/2004 ; APPROVE THAT THE SHAREHO LDERS
SUBSCRIPTION RIGHTS SHALL BE EXCLUDED AND AMEND
THE ARTICLES OF ASSOCIAT ION
7. APPROVE THAT THE CONTINGENT CAPITAL II/2002 MAY Management
ALSO BE USED TO SATISFY CONVER TIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY OF UP TO EUR
144,000,000, ARISING FROM THE ISSUE OF BONDS
AGAINST PAYMENT IN KIND AND FOR CONVERTIBLE R
IGHTS ARISING FROM THE BONDS ISSUED BY INFINEON
TECHNOLOGIES HOLDING B.V. IN F EB 2002; APPROVE
THAT THE AUTHORIZATION TO EXCLUDE SHAREHOLDERS
SUBSCRIPTION R IGHTS FOR THE BONDS IF THEY ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
T HEORETICAL MARKET VALUE SHALL BE RENEWED AND
AMEND THE ARTICLES OF ASSOCIATION
- ----------------------------------------------------------------------------------------------------------------------------------
SIEMENS AG AGM Meeting Date: 01/22/2004
Issuer: D69671218 ISIN: DE0007236101
SEDOL: 0798725, 4617008, 5727973, 5735222, 5735233, 5735288, 5750399, 5751615
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management
ANNUAL REPORT FOR THE 2002/2003 F Y WITH THE
REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 979,952,931.10 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.10 PER ENTITLED NO-PAR
SHARE AND THE DIVIDEND ON THE SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDE
ND AND PAYABLE DATE: 23 JAN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Management
FOR THE 2003/2004 FY
6. ELECT THE SUPERVISORY BOARD Management
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF THE SHARE CAPITAL, ONCE OR MORE
THAN ONCE BETWEEN 01 MAR 04 AND 21 JUL 05 AND
THE PRICE PAID FOR SUCH SHARES SHALL DEVIATE
NEITHER MORE THAN 10% FROM THEIR MARKET PRICE
IF TH EY ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THEY ARE ACQ UIRED THROUGH
A REPURCHASE OFFER OR AN OFFER TO EXCHANGE THE
SHARES FOR INFINE ON SHARES AND TO RETIRE THE
SHARES, TO USE THE SHARES WITHIN THE SCOPE OF
THE COMPANY S STOCK OPTION PLANS, TO OFFER THE
SHARES TO THE EMPLOYEES OF THE COMP ANY AND ITS
AFFILIATES OR TO BONDHOLDERS AND TO USE THE SHARES
FOR REMUNERATIO N PURPOSES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
INCREASE THE SHARE CAPITAL BY UP TO EUR 600,000,000
THROUGH THE ISSUE OF UP TO 200,000,000 NEW REGISTERED
NO-PA R SHARES AGAINST CONTRIBUTIONS IN CASH
AND/OR KIND, ONCE OR MORE THAN ONCE ON OR BEFORE
21 JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL INCREASE AGAINST
CONTRIBUTIONS IN KIND, FOR RESIDUAL AMOUNTS,
IN ORDER TO GRANT SUCH RIGHTS TO BONDHOLDERS
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH OF UP TO 10% OF THE SHARE CAPITAL IF
THE SHARES ARE ISSU ED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE AND THE AUTHORIZED CAPIT
AL 2001/I AND 2003 SHALL BE REVOKED AND AMEND
THE CORRESPONDING ARTICLES OF AS SOCIATION
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ISSUE BONDS OF UP TO EUR 11,250,0 00,000 CONFERRING
CONVERTIBLE OR OPTION RIGHTS FOR NEW SHARES OF
THE COMPANY, ONCE OR MORE THAN ONCE ON OR BEFORE
21 JAN 09; SHAREHOLDERS SHALL BE GRANTED S UBSCRIPTION
RIGHTS EXCEPT FOR THE ISSUE OF BONDS AT A PRICE
NOT MATERIALLY BEL OW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS AND IN ORDER TO GRANT
SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR OPTION
RIGHTS; AND THE COMPANY S SHAR E CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 733,527,750
THROUGH THE ISSUE OF UP TO 244,509,250 REG. NO-PAR
SHARES, INSOFAR AS CONVERTIBLE OR OPTIO N RIGHTS
ARE EXERCISED CONTINGENT CAPITAL 2004 AND THE
EXISTING AUTHORIZATIO N AND THE CORRESPONDING
CONTINGENT CAPITAL 2003 SHALL BE REVOKED; AND
AMEND TH E CORRESPONDING ARTICLES OF ASSOCIATION
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting
THAT SIEMENS AG SHARES ARE IS SUED IN REGISTERED
FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING
IN ORDER TO ENTITLE YOU TO VOTE. IF YOU HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETUR
N THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
SKANDIA INSURANCE AB EGM Meeting Date: 01/28/2004
Issuer: W80217107 ISIN: SE0000113094
SEDOL: 0268905, 4795733, 4812687, 4812911, 5461572, 5463653, 5463664, 7527319
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* OPENING OF THE MEETING Non-Voting Non-Vote Proposal
* ELECT MR. CLAES BEYER, ATTORNEY AT LAW, AS THE Non-Voting Non-Vote Proposal
CHAIRMAN TO PRESIDE OVER THE ME ETING
* SETTING OF THE AGENDA Non-Voting Non-Vote Proposal
* ELECT A PERSON TO CHECK AND SIGN THE MINUTES Non-Voting Non-Vote Proposal
TOGETHER WITH THE CHAIRMAN
* VERIFY THE VOTING LIST Non-Voting Non-Vote Proposal
* ACKNOWLEDGE WHETHER THE MEETING HAS BEEN PROPERLY Non-Voting Non-Vote Proposal
CALLED
A. APPROVE TO ELECT SIX DIRECTORS AT THE MEETING Management For
B.1 ELECT MR. BJORN BJORNSSON AS A DIRECTOR FOR THE Management For
PERIOD THROUGH THE 2004 AGM
B.2 ELECT MR. KARL-OLOF HAMMARKVIST AS A DIRECTOR Management For
FOR THE PERIOD THROUGH THE 2004 AGM
B.3 ELECT MR. EERO HELIOVARRA AS A DIRECTOR FOR THE Management For
PERIOD THROUGH THE 2004 AGM
B.4 ELECT LENNART JEANSSON AS A DIRECTOR FOR THE Management For
PERIOD THROUGH THE 2005 AGM
B.5 ELECT BRIGITTA JOHANSSON-HEDBERG & CHRISTOFFER Management For
TAXELL AS DIRECTORS FOR THE PERIOD THROUGH 2005
AGM
C. ELECT MR. BERTEL ENLUND, AUTHORIZED PUBLIC ACCOUNTANT, Management For
ERNST & YOUNG AS THE AU DITOR FOR THE PERIOD
THROUGH THE 2004 AGM
* ADJOURNMENT OF THE EGM Non-Voting Non-Vote Proposal
- ----------------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC AGM Meeting Date: 02/03/2004
Issuer: G4721W102 ISIN: GB0004544929
SEDOL: 0454492, 5919974
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For
FOR THE FYE 30 SEP 2003
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE FYE 30 SEP 2003
3. DECLARE A FINAL DIVIDEND OF 30.0 PENCE PER ORDINARY Management For
SHARE PAYABLE ON 20 FEB 20 04 TO THOSE SHAREHOLDERS
ON THE REGISTER AT THE CLOSE OF BUSINESS ON 23
JAN 20 04
4. RE-APPOINT MR. S. HULSMANS AS A DIRECTOR OF THE Management For
COMPANY
5. RE-APPOINT MR. I.J.G. NAPLER AS A DIRECTOR OF Management For
THE COMPANY
6. RE-APPOINT MR. D. CRESSWELL AS A DIRECTOR OF Management For
THE COMPANY
7. RE-APPOINT DR. F. A. ROGERSON AS A DIRECTOR OF Management For
THE COMPANY
8. RE-APPOINT MR. B.C. DAVIDSON AS A DIRECTOR OF Management For
THE COMPANY
9. RE-APPOINT MR. D.W. THURSFIELD AS A DIRECTOR Management For
OF THE COMPANY
10. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
11. APPROVE THAT, IN ACCORDANCE WITH ARTICLE 86 OF Management For
THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE
MAXIMUM NUMBER OF DIRECTORS OF THE COMPANY BE
AND IS HEREBY I NCREASED FROM 12 TO 16
12.a AUTHORIZE THE COMPANY AND ITS DIRECTORS, FOR Management For
THE PURPOSES OF PART XA OF THE CO MPANIES ACT
1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE UP TO AN
AGGREGATE AMOUNT OF GBP 100,000; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2005
12.b AUTHORIZE IMPERIAL TOBACCO LIMITED AND ITS DIRECTORS, Management For
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE UP TO AN
AGGREGATE AMOUNT OF GBP 100,00 0; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2005
12.c AUTHORIZE IMPERIAL TOBACCO INTERNATIONAL LIMITED Management For
AND ITS DIRECTORS, FOR THE PU RPOSES OF PART
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPENDITURE UP TO AN AGGREGATE AMOUNT
OF GBP 100,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPAN Y IN 2005
12.d AUTHORIZE VAN NELLE TABAK NEDERLAND B.V. AND Management For
ITS DIRECTORS, FOR THE PURPOSES O F PART XA OF
THE COMPANIES ACT 1985, TO MAKE DONATIONS TO
EU POLITICAL ORGANIZ ATIONS AND TO INCUR EU POLITICAL
EXPENDITURE UP TO AN AGGREGATE AMOUNT OF GBP
100,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 200 5
12.e AUTHORIZE JOHN PLAYER & SONS LIMITED AND ITS Management For
DIRECTORS, FOR THE PURPOSES OF PA RT XA OF THE
COMPANIES ACT 1985, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIO NS AND TO INCUR EU POLITICAL EXPENDITURE
UP TO AN AGGREGATE AMOUNT OF GBP 100, 000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2005
12.f AUTHORIZE REEMTSMA CIGARERTENFABRLKEN GMBH AND Management For
ITS DIRECTORS, FOR THE PURPOSE OF PART XA OF
THE COMPANIES ACT 1985 TO MAKE DONATIONS TO EU
POLITICAL ORGANIZ ATIONS AND TO INCUR EU POLITICAL
EXPENDITURE UP TO AN AGGREGATE AMOUNT OF GBP
100,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 200 5
12.g AUTHORIZE COMPAGNIE INDEPENDANTE DES TABACS S.A Management For
AND ITS DIRECTORS, FOR THE PUR POSE OF PART XA
OF THE COMPANIES ACT 1985 TO MAKE DONATIONS TO
EU POLITICAL OR GANIZATIONS AND TO INCUR EU POLITICAL
EXPENDITURE UP TO AN AGGREGATE AMOUNT OF GBP
100,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY I N 2005
13. APPROVE TO RENEW THE AUTHORIZATION GIVEN TO THE Management For
BOARD TO GRANT OPTIONS TO EMPL OYEES RESIDENT
IN FRANCE OF ANY GROUP COMPANY UNDER THE IMPERIAL
TOBACCO GROUP INTERNATIONAL SHARESAVE PLAN, THAT
ARE CAPABLE OF BENEFITING FROM ANY AVAILAB LE
PERFERENTIAL TAX AND SOCIAL SECURITY TREATMENT
FOR A PERIOD OF 38 MONTHS FR OM THE DATE OF THE
AGM
14. AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 24,300,000;
AUTHORITY EXPIRES EARLIER OF, AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY, OR ON 01 AUG
2005 ; AND, AUTHORIZE THE DIRECTORS TO ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE O F SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 14, TO ALLOT EQU ITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
13, DISAPPLYING THE STATUTORY PRE-EMPTION R IGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
AND OTHER PRO-RATA ISSUE IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE N OMINAL
AMOUNT OF GBP 3,645,000; AUTHORITY EXPIRES THE
EARLIER OF, AT THE CONC LUSION OF THE NEXT AGM
OF THE COMPANY, OR ON 01 AUG 2005); AND, AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PUR SUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.16 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO 72,900,000 ORDINARY SHARES OF 10 PENCE
EACH IN THE CAPITA L OF THE COMPANY, AT A MINIMUM
PRICE OF 10 PENCE AND UP TO 105% OF THE AVERAG
E OF THE MIDDLE MARKET QUOTATIONS OR MARKET VALUES
FOR SUCH SHARES AS DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS
DAYS PR ECEDING THE DATE OF PURCHASE; AUTHORITY
EXPIRES THE EARLIER OF, AT THE CONCLU SION OF
THE NEXT AGM OF THE COMPANY, OR ON 01 AUG 2005);
THE COMPANY, BEFORE T HE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
B E EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL AGM Meeting Date: 02/24/2004
Issuer: H5820Q150 ISIN: CH0012005267
SEDOL: 7103065
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- ----------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL AGM Meeting Date: 02/24/2004
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management
OF NOVARTIS AG AND THE GRO UP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2003
2. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management
OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARE
A DIVIDEND PAYMENT OF CHF 2,526,705,981 IS EQUIVALENT
TO A G ROSS DIVIDEND OF CHF 1.00 PER REGISTERED
SHARES OF CHF 0.50 NOMINAL VALUE ENTI TLED TO
DIVIDENDS
4. APPROVE TO ALLOCATE THE GENERAL RESERVES AS PER Management
BALANCE SHEET OF 31 DEC 2003 T HE AMOUNTS OF
CHF 360,890,000 TO THE FREE RESERVES
5. APPROVE TO REDUCE THE SHARE CAPITAL BY CHF 12,130,000 Management
FROM CHF 1,400,735,000 T O CHF 1,388,605,000
THAT THE CORRESPONDING NUMBER OF REGISTERED SHARES
FOR SUB SEQUENTLY CANCELLED AND THAT THE RELEVANT
CLAUSE IN THE ARTICLE OF INCORPORATI ON BE AMENDED;
AND AMEND ARTICLE 4 OF THE ARTICLES OF INCORPORATION
6. AUTHORIZE THE BOARD OF DIRECTORS: I) TO LAUNCH Management
A FOURTH SHARE REPURCHASE PROGR AM TO A MAXIMUM
AMOUNT OF CHF 3 BILLION, WITH THE AIM OF CANCELING
THE SHARES BOUGHT BACK AND II) TO REPURCHASE
FOR CANCELLATION OWN SHARES BEYOND THE LIMIT
OF 10% OF THE SHARE CAPITAL OF THE NOVARTIS AG
IN THE COURSE OF EITHER THE CO MPLETION EXISTING
THIRD SHARE REPURCHASE PROGRAM OF CHF 4 BILLION
OR THE IMPLE MENTATION OF THE FOURTH PROGRAM
7. AMEND THE ARTICLE 21 PARAGRAPH 3 OF THE ARTICLES Management
OF INCORPORATION
8.1 APPROVE THE RESIGNATION OF MR. WALTER G. FREHNER Management
AND MR. HEINI LIPPUNER FROM T HE BOARD OF DIRECTORS
8.2a RE-ELECT PROF. DR. HELMUT SIHLER AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
8.2b RE-ELECT MR. HANS-JORG RUDLOFF AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
8.2c RE-ELECT MR. DE DANIEL VASELLA AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
9. APPROVE THE RETENTION OF THE CURRENT AUDITORS Management
OF NOVARTIS AG AND GROUP AUDITOR S, PRICEWATERHOUSECOOPERS
AG FOR A FURTHER YEAR
* PLEASE NOTE THAT THIS IS PART II OF THE MEETING Non-Voting
PROCESSED UNDER MI 122233 INCL UDING THE AGENDA.
THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV EGM Meeting Date: 03/03/2004
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. CALL TO ORDER Non-Voting
2. DISCUSS THE CORPORATE GOVERNANCE STRUCTURE AHOLD Management
3. AMEND THE ARTICLES OF ASSOCIATION Management
4. APPROVE THE TERMS AND CONDITIONS CONVERSION RIGHTS Management
CUMULATIVE PREFERRED FINANC ING SHARES
5. ADOPT THE CORPORATE EXECUTIVE BOARD S GENERAL Management
REMUNERATION POLICY
6. APPROVE THE INVESTIGATIONS BY PUBLIC BODIES AND Management
SUPERVISORY BODIES AS WELL AS CURRENT LAWSUITS.
- TERMINATION OF VEB PROCEEDINGS
7. ADJOURNMENT Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF RESOLUTION # 6. PLEASE ALSO
NOTE THAT EXPLANATORY NOTES ARE NOW AVAILABLE
FOR AGENDA ITEMS 2,3,4,5 AND 6 VIA THE ABOVE
HYPERLINK TITLED PROXY STATEMENT . IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DE CIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
STORA ENSO OYJ, HELSINKI OGM Meeting Date: 03/18/2004
Issuer: X21349117 ISIN: FI0009005961
SEDOL: 5072673, 5315204, 5660562
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU
1. APPROVE, PURSUANT TO ARTICLE 14 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY, THE MATTERS TO
BE RESOLVED AND TO PAY A DIVIDEND OF EUR 0.45
PER SHARE
2. APPROVE TO REDUCE THE SHARE CAPITAL OF THE COMPANY Management For
THROUGH THE CANCELLATION OF THE SHARES HELD BY
THE COMPANY
3. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For
SHARES IN THE COMPANY
4. AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE OF Management For
SHARES HELD BY THE COMPANY
- ----------------------------------------------------------------------------------------------------------------------------------
NOKIA OYJ AGM Meeting Date: 03/25/2004
Issuer: X61873133 ISIN: FI0009000681
SEDOL: 0083443, 0654504, 5902941, 5945418, 5946154, 5946455
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MATTERS PERTAINING TO ARTICLE 12 Management For
OF THE ARTICLES OF ASSOCIATION AN D PAYMENT OF
DIVIDEND OF EUR 0.30 PER SHARE
2. APPROVE TO REDUCE THE SHARE CAPITAL OF THE COMPANY Management For
BY A MINIMUM OF EUR 5,668,7 10 AND A MAXIMUM
OF EUR 8,760,000 THROUGH THE CANCELLATION OF
A MINIMUM OF 94, 478,500 AND A MAXIMUM OF 146,000,000
SHARES HELD BY THE COMPANY PRIOR TO THE A GM
BY THE TRANSFER OF THE AGGREGATE PAR VALUE OF
THE SHARES TO BE CANCELLED FR OM THE SHARE CAPITAL
TO THE SHARE PREMIUM CAPITAL, THE RESULTING REDUCTION
NOT AFFECTING THE SHAREHOLDERS EQUITY OF THE
COMPANY OR THEIR VOTING POWER
3. AUTHORIZE THE BOARD OF DIRECTORS BOARD TO INCREASE Management For
THE SHARE CAPITAL OF THE COMPANY UP TO EUR 55,500,000
BY ISSUING NEW SHARES, STOCK OPTIONS OR CONVERTIB
LE BONDS IN ONE OR MORE ISSUES, RESULTING IN
THE CREATION OF AN AGGREGATE MAXI MUM OF 925,000,000
NEW SHARES, EACH WITH A PAR VALUE OF 6 CENTS
ON THE PRESCR IBED TERMS AND CONDITIONS OF
WHICH UP TO EUR 3,000,000 MAY RESULT FROM INCENT
IVE PLANS; AUTHORIZE THE BOARD TO DISAPPLY THE
SHAREHOLDERS PRE-EMPTIVE RIGHTS CONDITIONAL UPON
THE EXISTENCE OF IMPORTANT FINANCIAL GROUNDS
SUCH AS FINANCI NG OR CARRYING OUT OF AN ACQUISITION
OR ANOTHER ARRANGEMENT, OR GRANTING INCEN TIVES
TO SELECTED MEMBERS OF THE PERSONNEL, THE SHARE
SUBSCRIPTION BEING IN CA SH OR IN KIND; AUTHORITY
IS VALID FROM 28 MAR 2004 TO 25 MAR 2005
4. AUTHORIZE THE BOARD TO REPURCHASE A MAXIMUM OF Management For
230,000,000 SHARES WITH A PAR V ALUE OF 6 CENTS,
BY USING FUNDS AVAILABLE FOR DISTRIBUTION OF
PROFITS, EITHER BY: A) A TENDER OFFER MADE TO
ALL THE SHAREHOLDERS ON EQUAL TERMS AND FOR AN
E QUAL PRICE; OR B) THROUGH PUBLIC TRADING IN
WHICH CASE THE SHARES BE REPURCHAS ED IN ANOTHER
PROPORTION THAN THAT OF HOLDINGS OF THE CURRENT
SHAREHOLDERS, AF TER WHICH THE COMPANY MAY ENTER
INTO DERIVATIVE, SHARE LENDING OR OTHER ARRANG
EMENTS WITHIN THE APPLICABLE REGULATORY LIMITS,
THE REPURCHASE PRICE BEING BAS ED ON THE MARKET
PRICE OF THE SHARE IN PUBLIC TRADING, IN ORDER
TO DEVELOP THE CAPITAL STRUCTURE OF THE COMPANY,
TO FINANCE OR CARRY OUT ACQUISITIONS OR OTH ER
ARRANGEMENTS, TO GRANT INCENTIVES TO SELECTED
MEMBERS OF THE PERSONNEL OR I N CONNECTION WITH
THESE, TO BE TRANSFERRED IN OTHER WAYS, OR TO
BE CANCELLED R ESULTING IN A REDUCTION IN THE
COMPANY S DISTRIBUTABLE PROFIT; AUTHORITY IS
V ALID FROM 28 MAR 2004 TO 25 MAR 2005
5. AUTHORIZE THE BOARD TO DISPOSE A MAXIMUM OF 230,000,000 Management For
SHARES WITH A PAR VALU E OF 6 CENTS AS THEY MAY
DEEM FIT AND TO DISPOSE THE SHARES IN ANOTHER
PROPORT ION THAN THAT OF THE SHAREHOLDERS PRE-EMPTIVE
RIGHTS, CONDITIONAL UPON THE EX ISTENCE OF IMPORTANT
FINANCIAL GROUNDS SUCH AS FINANCING OR CARRYING
OUT OF AN ACQUISITION OR ANOTHER ARRANGEMENT,
OR GRANTING INCENTIVES TO SELECTED MEMBER S OF
THE PERSONNEL OR THROUGH PUBLIC TRADING ON THE
EXCHANGES THE RULES OF WHI CH ALLOW COMPANIES
TO TRADE IN THEIR OWN SHARES; AUTHORITY IS VALID
FROM 28 M AR 2004 TO 25 MAR 2005
6. APPROVE TO INCREASE THE CAPITAL OF THE FOUNDATION Management For
OF NOKIA CORPORATION BY EUR 5,000,000 TO BE USED
TO SUPPORT THE SCIENTIFIC DEVELOPMENT OF INFORMATION
AND TELECOMMUNICATIONS TECHNOLOGIES AND TO PROMOTE
EDUCATION IN THE SECTOR
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
* PLEASE NOTE THE REVISED WORDING OF THE RESOLUTIONS. Non-Voting Non-Vote Proposal
THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
ROYAL PHILIPS ELECTRONICS NV, EINDHOVEN AGM Meeting Date: 03/25/2004
Issuer: N6817P109 ISIN: NL0000009538 BLOCKING
SEDOL: 0852643, 4183037, 4197726, 4200572, 5986622
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE ANNUAL REPORT, THE DIVIDEND AND THE Management
DISCHARGE
3. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management
4. APPROVE THE REMUNERATION OF THE BOARD OF MANAGEMENT Management
5. GRANT AUTHORITY TO ISSUE SHARES Management
6. GRANT AUTHORITY TO ACQUIRE SHARES IN THE COMPANY Management
7. GRANT AUTHORITY TO FIX THE REGISTRATION DATE Management
8. ANY OTHER BUSINESS Other
9. CLOSING Non-Voting
- ----------------------------------------------------------------------------------------------------------------------------------
ROYAL PHILIPS ELECTRONICS NV, EINDHOVEN AGM Meeting Date: 03/25/2004
Issuer: N6817P109 ISIN: NL0000009538 BLOCKING
SEDOL: 0852643, 4183037, 4197726, 4200572, 5986622
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 124941 DUE TO CHANGE IN THE MEETING DATE.
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
2.a PROPOSAL TO ADOPT THE 2003 FINANCIAL STATEMENTS Management
2.b EXPLANATION OF CORPORATE GOVERNANCE STRUCTURE Non-Voting
2.c EXPLANATION OF POLICY ON ADDITIONS TO RESERVES Non-Voting
AND DIVIDENDS
2.d PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.36 PER Management
COMMON SHARE
2.e PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD Management
OF MANAGEMENT FOR THEIR RESPONS IBILITIES
2.f PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Management
BOARD FOR THEIR RESPONSIB ILITIES
3.a PROPOSAL TO RE-APPOINT MR. K.A.L.M. VAN MIERT Management
AS A MEMBER OF THE SUPERVISORY B OARD OF THE
COMPANY WITH EFFECT FROM MARCH 25, 2004
3.b PROPOSAL TO APPOINT MR. E. KIST AS A MEMBER OF Management
THE SUPERVISORY BOARD OF THE CO MPANY WITH EFFECT
FROM JULY 1, 2004
4.a PROPOSAL TO ADOPT THE REMUNERATION POLICY FOR Management
THE BOARD OF MANAGEMENT
4.b PROPOSAL TO ALLOCATE THE POOL OF STOCK OPTIONS Management
AND RESTRICTED SHARES TO BE GRA NTED TO MEMBERS
OF THE BOARD OF MANAGEMENT
5. PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management
FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25, 2004,
AS THE BODY WHICH IS AUTHORIZED TO DECIDE, WITH
THE APPROVAL OF THE SUPERVISORY BOARD AND THE
MEETING OF PRIORITY SHAREHOLDERS, TO ISSUE SH
ARES OR RIGHTS TO SHARES WITHIN THE LIMITS LAID
DOWN IN THE ARTICLES OF ASSOCI ATION, AS WELL
AS TO RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHT
ACCRUING TO SHA REHOLDERS. THIS AUTHORIZATION
WILL BE LIMITED TO 10% OF THE ISSUED CAPITAL
PLU S 10% OF THE ISSUED CAPITAL IN CONNECTION
WITH OR ON THE OCCASION OF MERGERS A ND ACQUISITIONS.
6. PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management
FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25, 2004,
WITHIN THE LIMITS OF THE LAW AND THE ARTICLES
OF ASSOCIATION, TO ACQUIRE FOR VALUABLE CONSIDERATION,
ON THE STOCK EXCHANGE OR OTHERWISE, SH ARES IN
THE COMPANY AT A PRICE BETWEEN, ON THE ONE HAND,
AN AMOUNT EQUAL TO TH E PAR VALUE OF THE SHARES
AND, ON THE OTHER HAND, AN AMOUNT EQUAL TO 110%
OF T HE MARKET PRICE OF THESE SHARES ON THE OFFICIAL
SEGMENT OF EURONEXT AMSTERDAM N.V. S STOCK MARKET
(EURONEXT AMSTERDAM); THE MARKET PRICE BEING
THE AVERAGE O F THE HIGHEST PRICE ON EACH OF
THE FIVE DAYS OF TRADING PRIOR TO THE DATE OF
A CQUISITION, AS SHOWN IN THE OFFICIAL PRICE
LIST OF EURONEXT AMSTERDAM.
7. PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management
FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25, 2004,
TO DETERMINE WITHIN THE LIMITS OF THE LAW, UPON
CONVENING A G ENERAL MEETING OF SHAREHOLDERS
OF THE COMPANY, THAT THOSE PERSONS WHO ARE REGI
STERED IN A REGISTER AND ON A DATE SPECIFIED
BY THE BOARD OF MANAGEMENT HAVE T O BE CONSIDERED
AS ENTITLED TO PARTICIPATE IN AND TO VOTE AT
SUCH MEETING.
8. ANY OTHER BUSINESS Non-Voting
9. CLOSING Non-Voting
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 18 MAR 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
ALPHA BANK SA AGM Meeting Date: 03/30/2004
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE APPROVE THE 31 DEC 03 BALANCE SHEET AND Management
THE FINANCIAL STATEMENTS ACCOM PANIED BY THE
REPORTS OF THE BOARD OF DIRECTORS AND OF THE
CHARTERED ACCOUNTAN TS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS MEMBERS Management
AND TO THE CHARTERED ACCOUNT ANTS OF ANY LIABILITY
FOR THE DECISION OF THE FY 2003
3. ELECT THE REGULAR CHARTERED ACCOUNTANTS AND THEIR Management
REPLACEMENTS FOR THE FY 2004 AND APPROVE THEIR
EMOLUMENT
4. APPROVE THE TRANSFORMATION BALANCE SHEETS DATED Management
31 MAR 03 AND 06 JUN 03 OF THE COMPANIES ALPHA
HOLDINGS ROMANIA SA AND ALPHA INVEST SA RESPECTIVELY,
ACCOMPA NIED BY THE RELEVANT FINANCIAL STATEMENTS
5. GRANT DISCHARGE TO THE BOARD OF DIRECTORS MEMBERS Management
AND OF THE REGULAR CHARTERED ACCOUNTANTS OF THE
COMPANIES ALPHA HOLDINGS ROMANIA AND ALPHA INVEST
RESPECTI VELY FOR THE FINANCIAL PERIODS FORM
01 JAN 2003 UP TO 24 N OV 2003 AND FROM 01 JAN
2003 UP TO 28 NOV 2003 RESPECTIVELY
6. AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION, Management
RESULTING FROM THE EXERCISE OF PREEMPTIVE RIGHTS
7. APPROVE THE CAPITAL INCREASE BY THE CAPITALIZATION Management
OF THE SURPLUS VALUE DERIVI NG FROM THE ADJUSTMENT
OF THE COMPANY S FIXED ASSETS LAW 3229/2004
AND/OR FR OM THE CAPITALIZATION OF RESERVES
AND THE DISTRIBUTION OF SHARES AND/OR MODIFI
CATION OF THE NOMINAL VALUE OF THE EXISTING SHARES
AND THE IRREVOCABLE ORDER T O THE BOARD OF DIRECTORS
FOR THE ARRANGEMENT OF DISTRIBUTION OF ANY FRACTIONAL
RIGHTS
8. AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management
CONCERNING THE SHARE CAPITAL DU E TO THE AFOREMENTIONED
CAPITAL INCREASE
9. APPROVE A PURCHASE OF THE COMPANY S OWN SHARES Management
PROGRAM ACCORDING TO ARTICLE 16 PARAGRAPH 5 OF
THE LAW 2190/1920
10. AMEND ARTICLES 15, 17 AND 20 OF THE ARTICLES Management
OF ASSOCIATION IN ORDER FOR THE B OARD OF DIRECTORS
TO HAVE THE AUTHORITY TO ISSUE CORPORATE BONDS
IN CONFORMITY WITH THE STIPULATION OF THE ARTICLE
1 PARAGRAPH 2 OF THE LAW 3156/2003
11. APPROVE THE BOARD OF DIRECTORS REMUNERATION Management
12. AUTHORIZE THE BOARD MEMBERS OR THE GENERAL MANAGEMENT Management
OR THE MANAGERS TO PARTI CIPATE TO BOARD OF DIRECTORS
OR THE MANAGEMENT OF THE GROUP OF COMPANIES HAVIN
G THE SAME OR SIMILAR AIMS
- ----------------------------------------------------------------------------------------------------------------------------------
VALEO SA OGM Meeting Date: 04/05/2004
Issuer: F96221126 ISIN: FR0000130338 BLOCKING
SEDOL: 4937579, 5474912, 7165559, 7334832
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting
THANK YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 26 MAR 2004 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 05
APR 2004. PLEAS E ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D
O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT, AND THE Management
GENERAL AUDITORS REPORT, AND AP PROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003
O.2 ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS, AND THAT Management
THE BOARD OF DIRECTORS REPORT FOR THE GROUP IS
INCLUDED IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ARTI CLE L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
O.4 APPROVE THE ALLOCATION OF DEDICATED ACCOUNT OF Management
EUR 39,308,992.00, THE BALANCE CARRIED FORWARD
ACCOUNT FOR THE FY 2003: EUR 1,114,029,962.10
O.5 APPROVE TO TRANSFER THE ORDINARY RESERVES ACCOUNT Management
THE AMOUNT OF EUR 100,837,52 4.94 A PART OF
THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS
O.6 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 1 80,958,624.50; DISTRIBUTABLE
PROFITS: EUR 1,294,988,586.60; APPROVE THAT THE
S HAREHOLDERS WILL RECEIVE A NET DIVIDEND OF
EUR 1.05 AND THIS DIVIDEND WILL BE PAID ON 01
JUN 2004
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management
COMPANY S SHARES ON THE STOCK EX CHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIO NS: MAXIMUM PURCHASE PRICE: EUR 70.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 1 0;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS AND
APPROVE TO DELEGATE ALL POW ERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH AL L NECESSARY FORMALITIES
O.8 APPROVE TO RENEWS THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS Management
AUDIT S.A. AS S TATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF RSM SALUSTRO Management
REYDEL AS STATUTORY AUDITO R FOR A PERIOD OF
6 YEARS
O.10 APPOINT MR. YVES NICOLAS AS A DEPUTY AUDITOR Management
FOR A PERIOD OF 6 YEARS
O.11 APPOINT MR. PHILIPPE ARNAUD AS DEPUTY AUDITOR Management
FOR A PERIOD OF 6 YEARS
O.12 RECEIVE THE BOARD OF DIRECTORS REPORT, APPROVE Management
TO DECIDE THAT THE VARIOUS DELE GATIONS GIVEN
TO IT AT THE PRESENT MEETING SHALL BE USED IN
WHOLE OR IN PART W ITHIN THE REGULATIONS IN FORCE
IN A PERIOD OF TAKE-OVER BID OR EXCHANGE BID
ON THE COMPANY S SHARES FOR A PERIOD OF 38 MONTHS
STARTING FROM THE DATE OF THE PRESENT MEETING
O.13 APPROVE TO GRANT ALL POWERS TO THE BOARD OF DIRECTORS Management
TO DECREASE THE SHARE CA PITAL BY CANCELING THE
SHARES HELD BY THE COMPANY IN CONNECTION WITH
A STOCK R EPURCHASE PLAN, WITHIN A LIMIT OF 10%
OVER A 24 MONTH PERIOD; AUTHORITY EXPIR ES AT
THE END OF 26 MONTHS
E.14 APPROVE TO DELEGATES ALL POWERS TO THE BOARD Management
OF DIRECTORS TO PROCEED, IN FRANC E OR ABROAD,
WITH THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES
WITH THE PREF ERENTIAL SUBSCRIPTION RIGHT FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 76,220,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS
E.15 APPROVE TO DELEGATES ALL POWERS TO THE BOARD Management
OF DIRECTORS TO PROCEED, IN FRANC E OR ABROAD,
WITH THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES
WITHOUT THE P REFERENTIAL SUBSCRIPTION RIGHT
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 76,220,000.
00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.16 APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS Management
ALL POWERS IN ORDER TO INCREASE THE COMPANY SHARE
CAPITAL ON ITS SOLE DECISION BY A MAXIMUM NOMINAL
AMOUNT OF EUR 76,220,000.00, BY WAY OF INCORPORATING
ALL OR PART OF THE RESERVES, PROFIT S, EXISTING
SHARE PREMIUMS, TO BE CARRIED OUT BY THE DISTRIBUTION
OF FREE SHAR ES OR THE INCREASE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS
E.17 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO THE EMPLOYEES
MEMBERS OF COMP ANY SAVINGS PLAN FOR A MAXIMUM
NOMINAL AMOUNT OF EUR 3,540,000.00; AUTHORITY
EXPIRES AT THE END OF 5 YEARS
E.18 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO THE EMPLOYEES
MEMBERS OF COMP ANY SAVINGS PLAN FOR A MAXIMUM
NOMINAL AMOUNT OF EUR 150,000.00; AUTHORITY
EX PIRES AT THE END OF 5 YEARS
E.19 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF NEW SHARES RESERVED TO SOCIETE GENERALE
FOR A MA XIMUM NOMINAL AMOUNT OF EUR 1,740,000.00;
AUTHORITY EXPIRES AT THE END OF 1 Y EAR ; AND
APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.20 APPROVE TO DELEGATES ALL POWERS TO THE BOARD Management
OF DIRECTORS TO PROCEED, IN FRANC E OR ABROAD,
WITH THE ISSUE OF SUBSCRIPTION WARRANTS RESERVED
TO THE EMPLOYEES MEMBERS OF COMPANY SAVINGS PLAN
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 570,000.0
0; AUTHORITY EXPIRES AT THE END OF 5 YEARS
O.21 AMEND THE ARTICLE OF ASSOCIATIONS NUMBER 9 Management
O.22 AMEND THE ARTICLE OF ASSOCIATIONS NUMBER 15 Management
O.23 AMEND THE ARTICLE OF ASSOCIATIONS NUMBER 17 Management
O.24 AMEND ARTICLE OF ASSOCIATIONS NUMBER 19 Management
O.25 GRANTS ALL POWERS TO THE BEARER OF A COPY Management
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON OGM Meeting Date: 04/06/2004
Issuer: W26049119 ISIN: SE0000108656 BLOCKING
SEDOL: 0615642, 4303095, 4321558, 4411200, 5009972, 5179723, 5959378, 5962967, 5967360, 7527267
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal
* ELECT THE CHAIRMAN OF THE MEETING Non-Voting Non-Vote Proposal
* APPROVE THE VOTING LIST Non-Voting Non-Vote Proposal
* APPROVE THE AGENDA OF THE MEETING Non-Voting Non-Vote Proposal
* DETERMINE WHETHER THE MEETING HAS BEEN PROPERLY Non-Voting Non-Vote Proposal
ANNOUNCED
* ELECT 2 PERSONS TO APPROVE THE MINUTES Non-Voting Non-Vote Proposal
* RECEIVE THE ANNUAL REPORT, THE AUDITORS REPORT, Non-Voting Non-Vote Proposal
THE CONSOLIDATED ACCOUNTS AND THE AUDITORS REPORT
ON THE CONSOLIDATED ACCOUNTS; AND RECEIVE THE
WORK OF TH E BOARD OF DIRECTORS AND ITS COMMITTEES
FOR THE PASS 1 YEAR, THE PRESIDENT S S PEECH
AND THE SHAREHOLDERS QUESTIONS AND THE AUDIT
WORK DURING 2003
A. APPROVE THE PROFIT AND LOSS STATEMENT AND THE Management For
BALANCE SHEET, THE CONSOLIDATED PROFIT AND LOSS
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
FOR THE GROUP
B. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For
DIRECTORS AND THE PRESIDENT FRO M THEIR LIABILITY
C. APPROVE THE DETERMINATION OF THE APPROPRIATION Management For
OF THE LOSS IN ACCORDANCE WITH THE APPROVED BALANCE
SHEET
D. APPROVE TO DETERMINE THE NUMBER OF MEMBERS AND Management For
THE DEPUTY MEMBERS OF THE BOARD OF DIRECTORS;
THE NUMBER OF BOARD MEMBERS BE 9 WITHOUT DEPUTY
BOARD MEMBERS
E. APPROVE TO DETERMINE THE FEE PAYABLE TO THE BOARD Management For
OF DIRECTORS; THE FEE TO TH E BOARD OF DIRECTORS
BE MAXIMUM SEK 8 MILLION TO BE DISTRIBUTED BY
THE BOARD O F DIRECTORS AMONG ITS MEMBERS
F.1 RE-ELECT MR. PETER L. BONFIELD AS A BOARD MEMBER Management For
F.2 RE-ELECT MR. SVERKER MARTIN-LOF AS A BOARD MEMBER Management For
F.3 RE-ELECT MR. ARNE MARTENSSON AS A BOARD MEMBER Management For
F.4 RE-ELECT MR. ECKHARD PFEIFFER AS A BOARD MEMBER Management For
F.5 RE-ELECT MR. CARL-HENRIC SVANBERG AS A BOARD MEMBER Management For
F.6 RE-ELECT MS. LENA TORELL AS A BOARD MEMBER Management For
F.7 RE-ELECT MR. MICHAEL TRESCHOW OCH MARCUS WALLENBERG Management For
AS A BOARD MEMBER
F.8 ELECT MS. NANCY MCKINSTRY AS A BOARD MEMBER Management For
G. DETERMINE THE FEE PAYABLE TO THE AUDITORS Management For
H. ELECT MR. PETER CLEMEDTSON, OHRLINGSPRICEWATERHOUSECOOPERS, Management For
AS THE AUDITOR AND MR. ROBERT BARNDEN, OHRLINGSPRICEWATERHOUSECOOPERS,
AS THE DEPUTY AUDITOR FOR THE REMAINING MANDATE
PERIOD UP TO AND INCLUDING THE AGM IN 2007
I. ELECT MR. BENGT BELFRAGE, MR. CHRISTER ELMEHAGEN, Management For
MR. ANDERS NYREN, MR. BJORN SVEDBERG AND MR.
OCH MICHAEL TRESCHOW AS A MEMBERS OF THE NOMINATION
COMMITTEE UNTIL THE END OF THE AGM IN 2005; AND
APPROVE THAT NO FEE IS TO BE PAID TO TH E NOMINATION
COMMITTEE FOR THIS PERIOD
J. APPROVE THE LONG TERM INCENTIVE PLAN 2004 LTI Management For
2004 , FOR SENIOR MANAGERS AND OTHER KEY CONTRIBUTORS
AND INCLUDE 23,500,000 SHARES OF SERIES B TO
BE ADDED T O THE SPP 2003, WHICH WILL APPLY DURING
THE SECOND HALF OF THE ALREADY INITIAT ED 24
MONTH CONTRIBUTION PERIOD UNDER THE PLAN
K. AUTHORIZE THE BOARD OF DIRECTORS TO EXAMINE WHETHER Management For
THE PERFORMANCE MATCHING U NDER LTI 2004 IS REASONABLE
CONSIDERING THE COMPANY S FINANCIAL RESULTS AND
PO SITION, CONDITIONS ON THE STOCK MARKET AND
OTHER CIRCUMSTANCES, AND IF NOT RED UCE THE NUMBER
OF PERFORMANCE SHARES TO BE MATCHED UNDER LTI
2004 TO THE LOWER NUMBER OF SHARES DEEMED APPROPRIATE
BY THE BOARD OF DIRECTORS
L. AMEND ONE PARAMETER OF THE SPP 2003 TO REMOVE Management For
THE SEK 50,000 ANNUAL RESTRICTIO N ON INDIVIDUAL
CONTRIBUTIONS AND INVESTMENT IN SHARES, WHILE
RETAINING THE 7. 5% OF ANNUAL SALARY AS THE MAXIMUM
M. APPROVE TO TRANSFER OF OWN SHARES UP TO 24,600,000 Management For
SHARES OF SERIES B 23,5000 SHARES RELATED TO
LTI 2004 AND 1,100,000 SHARES TO SPP 2003 , TO
SUCH PERSONS WITHIN THE ERICSSON GROUP COVERED
BY THE TERMS AND CONDITIONS FOR THE SPP 200 3
AND LTI 2004, FOR FREE CONSIDERATION UNTIL 15
NOV 2004; AND AUTHORIZE THE ER ICSSON TO TRANSFER
OF UP TO 4,90,000 SHARES OF SERIES B, OUT OF
THE HOLDINGS O F 24,600,000 SHARES, IN ORDER
TO COVER CERTAIN PAYMENTS, MAINLY SOCIAL SECURIT
Y PAYMENTS 4,700,000 SHARES ARE RELATED TO LTI
2004 AND 200,000 SHARES TO SPP 2003 , PRIOR TO
THE AGM IN 2005; TRANSFER OF THE SHARES EFFECTED
AT STOCKHOLM SBORSEN AT A PRICE WITHIN THE, AT
EACH TIME, REGISTERED PRICE INTERVAL FOR THE SHARE
N. AUTHORIZE THE ERICSSON THE TRANSFER OF OWN SHARES, Management For
UP TO A MAXIMUM OF 55,780,5 65 SHARES OF SERIES
B OR THE LOWER NUMBER OF SHARES OF SERIES B,
WHICH AS PER 06 APR 2004, REMAINS OF THE ORGINAL
TOTAL HOLDING OF 57,000,000 SHARES, FOR TH E
PURPOSE OF COVERING CERTAIN PAYMENTS, PRIMARILY
SOCIAL SECURITY CHARGES THAT MAY OCCUR IN RELATION
TO THE COMPANY S GLOBAL STOCK INCENTIVE PROGRAM
2001 AN D SPP 2003
O. APPROVE THE EQUAL VOTING RIGHTS FOR SHARES OF Management For
SERIES A AND SERIES B WITHOUT CO MPENSATION TO
THE HOLDERS OF SHARES OF SERIES A
* CLOSING OF THE MEETING Non-Voting Non-Vote Proposal
- ----------------------------------------------------------------------------------------------------------------------------------
BANCA INTESA SPA, MILANO AGM Meeting Date: 04/14/2004
Issuer: T17074104 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
15 APR 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 CANCELLE D. THANK YOU
1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2003, THE DIRECTOR S REPORTS ON MANAGEMENT ACTIVITY,
THE INTERNAL AUDITORS REPORT AND THE ALLOCATION
OF PROFI T AND DISTRIBUTION OF AVAILABLE RESERVES
ALSO WITH ASSIGNMENT OF OWN SHARES, R ESOLUTIONS
RELATED THERE TO
- ----------------------------------------------------------------------------------------------------------------------------------
BP PLC AGM Meeting Date: 04/15/2004
Issuer: G12793181 ISIN: GB0007980591
SEDOL: 0798059, 5789401, 5790265, 6167493, 7110786
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT THE LORD BROWNE OF MADINGLEY AS A DIRECTOR Management For
2. RE-ELECT DR. B. E. GROTE AS A DIRECTOR Management For
3. RE-ELECT MR. H. M. P. MILES AS A DIRECTOR Management For
4. RE-ELECT SIR ROBIN NICHOLSON AS A DIRECTOR Management For
5. RE-ELECT MR. R. L. OLVER AS A DIRECTOR Management For
6. RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For
7. ELECT MR. A. BURGMANS AS A DIRECTOR Management For
8. REAPPOINT ERNST & YOUNG LLP AS AUDITORS UNTIL Management For
THE CONCLUSION OF THE NEXT GM BE FORE WHICH ACCOUNTS
ARE LAID AND AUTHORIZE THE DIRECTORS TO SET THE
AUDITORS REMUNERATION FOR 2004
S.9 AMEND THE COMPANY S ARTICLES OF ASSOCIATION (A) Management For
WITH IMMEDIATE EFFECT, BY INSE RTING THE WORDS,
OR OTHERWISE IN ACCORDANCE WITH SECTION 95 OF
THE ACT, INTO ARTICLE 13(B)(II) DIRECTLY AFTER
THE WORD AUTHORITY ; AND (B) WITH EFFECT FR
OM THE CONCLUSION OF THIS MEETING (OR ANY ADJOURNMENT
OF IT), BY DELETING THE EXISTING ARTICLE 99 (INCLUDING
ITS HEADING) AND REPLACING IT WITH THE FOLLOWIN
G: ANNUAL RETIREMENT OF DIRECTORS 99 AT EACH
AGM HELD AFTER 31 DEC 2004 ALL THE DIRECTORS
SHALL RETIRE FROM OFFICE.
10. RENEW THE DIRECTORS AUTHORITY BY ARTICLE 13 Management For
OF THE COMPANY S ARTICLES OF ASSO CIATION TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT EQUAL T O THE SECTION 80 AMOUNT
OF USD 1,820 MILLION; FOR THE PERIOD ENDING ON
THE DAT E OF THE ANNUAL GENERAL MEETING IN 2005
OR 14 JUL 2005, WHICHEVER IS THE EARLI ER
S.11 RENEW THE DIRECTORS AUTHORITY BY ARTICLE 13 OF Management For
THE COMPANY S ARTICLES OF ASSOC IATION TO ALLOT
EQUITY SECURITIES WHOLLY FOR CASH (A) IN CONNECTION
WITH A RIG HTS ISSUE; AND (B) OTHERWISE THAN
IN CONNECTION WITH A RIGHTS ISSUE UP TO AN A
GGREGATE NOMINAL AMOUNT EQUAL TO THE SECTION
89 AMOUNT OF GBP 273 MILLION; FOR THE PERIOD
ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING
IN 2005 OR 14 JUL 2005, WHICHEVER IS THE EARLIER
S.12 AUTHORIZE THE COMPANY GENERALLY AND UNCONDITIONALLY Management For
TO MAKE MARKET PURCHASES ( AS DEFINED IN SECTION
163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WIT H NOMINAL VALUE OF USD 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE COMPAN Y
DOES NOT PURCHASE UNDER THIS AUTHORITY MORE THAN
2.2 BILLION ORDINARY SHARES ; (B) THE COMPANY
DOES NOT PAY LESS THAN $0.25 FOR EACH SHARE;
AND (C) THE COM PANY DOES NOT PAY MORE FOR EACH
SHARE THAN 5% OVER THE AVERAGE OF THE MIDDLE
M ARKET PRICE OF THE ORDINARY SHARES FOR THE
FIVE BUSINESS DAYS IMMEDIATELY PREC EDING THE
DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES
CONCERNED, BASED ON SHARE PRICES AND CURRENCY
EXCHANGE RATES PUBLISHED IN THE DAILY OFFICIAL
LI ST OF THE LONDON STOCK EXCHANGE. IN EXECUTING
THIS AUTHORITY THE COMPANY MAY P URCHASE SHARES
USING ANY CURRENCY, INCLUDING POUNDS STERLING,
US DOLLARS AND E UROS. THIS AUTHORITY SHALL CONTINUE
FOR THE PERIOD ENDING ON THE DATE OF THE A GM
IN 2005 OR 14 JUL 2005, WHICHEVER IS THE EARLIER,
PROVIDED THAT IF THE COMP ANY HAS AGREED BEFORE
THIS DATE TO PURCHASE ORDINARY SHARES WHERE THESE
PURCHA SES WILL OR MAY BE EXECUTED AFTER THE
AUTHORITY TERMINATES (EITHER WHOLLY OR I N PART)
THE COMPANY MAY COMPLETE SUCH PURCHASES
13. AUTHORIZE THE COMPANY TO USE SHARES HELD IN TREASURY Management For
FOR THE PURPOSES OF OR PU RSUANT TO THE EMPLOYEE
SHARE SCHEMES OPERATED BY THE COMPANY
14. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003
15. DETERMINE, IN ACCORDANCE WITH ARTICLE 91 OF THE Management For
COMPANY S ARTICLES OF ASSOCIAT ION, THAT THE
REMUNERATION OF THE DIRECTORS SHALL BE SUCH AMOUNT
AS THE DIRECT ORS SHALL DECIDE NOT EXCEEDING
IN AGGREGATE GBP 2,500,000 PER ANNUM
16. RECEIVE THE REPORT OF THE DIRECTORS AND ACCOUNTS Management For
FOR THE YE 31 DEC 2003
S.17. PLEASE NOTE THAT THIS IS A SHAREHOLDER RESOLUTION: Shareholder Against
APPROVE, SHAREHOLDERS INSTR UCT THE COMPANY TO
PREPARE A REPORT DISCLOSING, AS APPROPRIATE,
HOW THE COMPAN Y ANALYSES AND TAKES STEPS TO
CONTROL SIGNIFICANT RISKS TO SHAREHOLDER VALUE
F ROM OPERATING IN PROTECTED AND SENSITIVE AREAS,
INCLUDING IUCN MANAGEMENT CATE GORIES I-IV AND
MARINE MANAGEMENT CATEGORIES I-V; WORLD HERITAGE
SITES; AND NA TIONAL PARKS, MONUMENTS, AND WILDLIFE
REFUGES. THESE RISKS INCLUDE OPERATING, FINANCIAL,
AND REPUTATION RISKS TO THE BUSINESS IN GENERAL,
THE ABILITY TO ATT RACT AND RETAIN HIGH QUALITY
STAFF, AND THE IMPACT ON BP S EFFORT IN BUILDING
ITS REPUTATION AS A GOOD CORPORATE CITIZEN. THE
REPORT SHOULD BE AVAILABLE TO INVESTORS BY THE
2005 AGM
- ----------------------------------------------------------------------------------------------------------------------------------
SKANDIA INSURANCE AB AGM Meeting Date: 04/15/2004
Issuer: W80217107 ISIN: SE0000113094
SEDOL: 0268905, 4795733, 4812687, 4812911, 5461572, 5463653, 5463664, 7527319
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* OPENING OF THE MEETING Non-Voting Non-Vote Proposal
* ELECT MR. CLAES BEYER, ATTORNEY AT LAW, AS THE Non-Voting Non-Vote Proposal
CHAIRMAN TO PRESIDE OVER THE ME ETING
* APPROVE THE AGENDA Non-Voting Non-Vote Proposal
* ELECT A PERSON TO CHECK AND SIGN THE MINUTES Non-Voting Non-Vote Proposal
TOGETHER WITH THE CHAIRMAN
* VERIFY THE VOTING LIST Non-Voting Non-Vote Proposal
* APPROVE TO WHETHER THE MEETING HAS BEEN PROPERLY Non-Voting Non-Vote Proposal
CALLED
* RECEIVE THE ANNUAL REPORT AND THE CONSOLIDATED Non-Voting Non-Vote Proposal
ACCOUNTS FOR 2003 IN CONNECTION THEREWITH, A
PRESENTATION OF THE WORK OF THE BOARD OF DIRECTORS,
AND THE WORK AND DUTIES OF THE COMPENSATION COMMITTEE
AND THE AUDIT COMMITTEE
* ACKNOWLEDGE THE ADDRESS BY MR. HANS-ERIK ANDERSSON, Non-Voting Non-Vote Proposal
CEO OF SKANDIA
* RECEIVE THE AUDIT REPORT AND THE CONSOLIDATED Non-Voting Non-Vote Proposal
AUDITED REPORT FOR 2003
A. APPROVE THE PROFIT AND LOSS ACCOUNT AND THE BALANCE Management For
SHEET AND CONSOLIDATED PRO FIT AND LOSS ACCOUNT
AND THE CONSOLIDATED BALANCE SHEET FOR 2003
B. APPROVE THE APPROPRIATION OF THE COMPANY S PROFITS Management For
IN ACCORDANCE WITH THE ADOP TED BALANCE SHEET
AND FIX THE RECORD DATE FOR PAYMENT OF A DIVIDEND
C. GRANT DISCHARGE TO THE DIRECTORS AND THE PRESIDENT Management For
FROM LIABILITY FOR THEIR AD MINISTRATION DURING
THE FY 2003
D. APPROVE THE DIRECTORS FEES Management For
E. APPROVE THE NUMBER OF DIRECTORS BE ELECTED BY Management For
THE MEETING
F. ELECT THE DIRECTORS Management For
G. APPROVE THE AUDITORS FEES Management For
H. ELECT MR. GORAN ENGQUIST AND MR. SVANTE FORSBERT, Management For
BOTH AUTHORIZED PUBLIC ACCOU NTANTS AT DELOITTE
& TOUCHE AB, AS THE AUDITORS
I. ELECT MR. GUNNAR ABRAHAMSON AND MR. HANS STENBERT, Management For
BOTH AUTHORIZED PUBLIC ACCO UNTANTS AT DELOITTE
& TOUCHE AB, AS THE ALTERNATE AUDITORS
J.1 APPROVE THAT THE NOMINATING COMMITTEE CONSIST Management Against
OF 5 MEMBERS AND THAT THE COMMIT TEE INCLUDES
A REPRESENTATIVE OF THE MINOR SHAREHOLDERS AND
APPROVE ITS REMUNE RATION
J.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder For
PROPOSAL: APPROVE THAT THE N OMINATING COMMITTEE
SHOULD CONSIST OF THREE TO FIVE PERSONS INDEPENDENT
FROM T HE COMPANY, ELECTED BY THE GENERAL MEETING
AND REPRESENTING THE OWNERS OF THE COMPANY, AND
INCLUDING REPRESENTATIVE OF A MINOR SHAREHOLDERS
K. AMEND ARTICLE 6, FIRST PARAGRAPH OF ARTICLE 10 Management For
AND SECOND PARAGRAPH OF ARTICLE 13 OF THE ARTICLES
OF ASSOCIATION
L. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against
PROPOSAL: AUTHORIZE THE BOAR D TO ENROLL ALL
POLICYHOLDERS OF SKANDIA AS THE MEMBERS OF SVERIGES
FORSAKRING SSPARARES RIKSORGANISATION SWEDISH
INSURANCE SAVINGS POLICYHOLDERS ASSOCIATIO N
AND PAY THE COSTS FOR SUCH MEMBERSHIPS THROUGH
AN ADDITION TO MANAGEMENT EX PENSES ON THE INSURANCE
POLICIES
M. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against
PROPOSAL: APPROVE THAT: 1) N O SECRET AGREEMENTS
BE MADE WITH DIRECTORS, BUT THAT EVERYTHING,
EVEN DECISION S MADE THROUGH ARBITRATION BE AVAILABLE
TO THE SHAREHOLDERS; 2) IF AGREEMENTS HAVE BEEN
MADE PRIOR TO THE AGM, SUCH AGREEMENTS BE CANCELLED
WITH RESPECT TO THE CONFIDENTIALITY CLAUSES;
AND 3) THE PREVIOUS INVESTIGATION OF SKANDIA
NEED S TO BE COMPLEMENTED, ESPECIALLY WITH RESPECT
TO MR. BENGT BRAUN S AND MR. LAR S RAMQVIST S
LIABILITY AND THAT A NEW INVESTIGATION REVIEW
THE AFFAIR HISTORIC ALLY AND UP TO THE 2004 AGM
* CLOSING OF THE AGM Non-Voting Non-Vote Proposal
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
UBS AG AGM Meeting Date: 04/15/2004
Issuer: H8920M855 ISIN: CH0012032030 BLOCKING
SEDOL: 2193607, 2782179, 7126114
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT, THE GROUP AND THE Management
PARENT COMPANY ACCOUNTS FOR 2003, REPORTS OF
THE GROUP AND THE STATUTORY AUDITORS
2. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management
DIVIDEND FOR FY 2003
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE GROUP EXECUTI VE BOARD
4.1 RE-ELECT SIR PETER DAVIS AS A DIRECTOR Management
4.2.1 ELECT MR. STEPHAN HAERINGER AS A NEW BOARD MEMBER Management
4.2.2 ELECT MR. HELMUT PANKE AS A NEW BOARD MEMBER Management
4.2.3 ELECT MR. PETER SPUHLER AS A NEW BOARD MEMBER Management
4.3 RE-ELECT ERNST YOUNG LTD., BASEL, AS THE GROUP Management
AND THE STATUTORY AUDITORS
5.1 APPROVE TO CANCEL THE SHARES REPURCHASED UNDER Management
THE 2003/2004 SHARE BUYBACK PRO GRAM AND RESPECTIVE
AMENDMENT OF ARTICLE 4 OF THE ARTICLES OF ASSOCIATION
5.2 APPROVE THE NEW 2004/2005 SHARE BUYBACK PROGRAM Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting
SENT UNDER MEETING #118239. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH OGM Meeting Date: 04/16/2004
Issuer: H9870Y105 ISIN: CH0011075394 BLOCKING
SEDOL: 0885768, 2744157, 4626134, 5983816
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management
AND THE CONSOLIDATED FINAN CIAL STATEMENTS FOR
2003
2. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management
FOR 2003
3. AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CHF 360,017,38 7.50 FROM CHF
1,296,062,595 TO A NEW TOTAL OF CHF 936,045,207.50
ARTICLE 5 , BY REDUCING THE NOMINAL VALUE OF
EACH REGISTERED SHARE BY CHF 2.50 FROM CHF 9
TO CHF 6.50
4. GRANT THE BOARD OF DIRECTORS AND OF THE GROUP Management
EXECUTIVE COMMITTEE TO RELEASE F ROM THEIR LIABILITY
FOR THEIR ACTIVITIES IN THE 2003 BUSINESS YEAR
5.1 RE-ELECT MR. MESSRS LODEWIJK VAN WACHEM AS THE Management
BOARD OF DIRECTOR FOR A TERM OF 1 YEAR
5.2 RE-ELECT MR. PHILIPPE PIDOUX AS THE BOARD OF Management
DIRECTOR FOR A TERM OF 2 YEAR
5.3 RE-ELECT MR. MESSRS ARMIN MCYER AS THE BOARD Management
OF DIRECTOR FOR A TERM OF 3 YEAR
5.4 RE-ELECT MR. ROLF WATTER AS THE BOARD OF DIRECTOR Management
FOR A TERM OF 3 YEAR
5.5 ELECT MR. THOMAS ESCHER AS THE BOARD OF DIRECTOR Management
FOR A TERM OF 2 YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH OGM Meeting Date: 04/16/2004
Issuer: H9870Y105 ISIN: CH0011075394 BLOCKING
SEDOL: 0885768, 2744157, 4626134, 5983816
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 129317 DUE TO AN ADDITIONAL RESOLUTION AND
A REVISED CUTOFF DATE ASSIGNED AS 1 APR 2004,
THE ADP CUTOFF D ATE FOR THIS MEETING WAS CALCULATED
BASED ON THE REGISTRATION DEADLINE DATE, T HIS
IS THE DEADLINE TO REGISTER YOUR SHARES. HOWEVER,
SHAREHOLDERS THAT ARE A LREADY REGISTERED ON
THE COMPANY BOOKS ARE ENTITLED TO SUBMIT THEIR
VOTING INS TRUCTIONS UP UNTIL 4/05/2004. PLEASE
NOTE THAT THOSE INSTRUCTIONS THAT ARE SU BMITTED
AFTER THE ADP CUTOFF DATE WILL BE PROCESSED ON
A BEST EFFORT BASIS. TH ANK YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management
AND THE CONSOLIDATED FINAN CIAL STATEMENTS FOR
2003
2. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management
FOR 2003
3. AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CHF 360,017,38 7.50 FROM CHF
1,296,062,595 TO A NEW TOTAL OF CHF 936,045,207.50
ARTICLE 5 , BY REDUCING THE NOMINAL VALUE OF
EACH REGISTERED SHARE BY CHF 2.50 FROM CHF 9
TO CHF 6.504
4. GRANT THE BOARD OF DIRECTORS AND OF THE GROUP Management
EXECUTIVE COMMITTEE RELEASE FROM THEIR LIABILITY
FOR THEIR ACTIVITIES IN THE 2003 BUSINESS YEAR
5.1.1 ELECT MR. THOMAS ESCHER AS A BOARD OF DIRECTOR Management
FOR A TERM OF 2 YEARS
5.1.2 RE-ELECT MR. MESSRS LODEWIJK VAN WACHEM AS A Management
BOARD OF DIRECTOR FOR A TERM OF 1 YEAR
5.1.3 RE-ELECT MR. PHILIPPE PIDOUX AS A BOARD OF DIRECTOR Management
FOR A TERM OF 2 YEARS
5.1.4 RE-ELECT MR. MESSRS ARMIN MCYER AS A BOARD OF Management
DIRECTOR FOR A TERM OF 3 YEARS
5.1.5 RE-ELECT MR. ROLF WATTER AS A BOARD OF DIRECTOR Management
FOR A TERM OF 3 YEARS
5.2 RE-ELECT PRICEWATERHOUSECOOPERS AG, ZURICH AS Management
THE STATUTORY AUDITORS AND GROUP AUDITORS FOR
THE 2004 BUSINESS YEAR
- ----------------------------------------------------------------------------------------------------------------------------------
HENKEL KGAA AGM Meeting Date: 04/19/2004
Issuer: D32051126 ISIN: DE0006048432 BLOCKING
SEDOL: 4420314, 4420518, 5076705, 5084924, 5084946, 7159143
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT AND APPROVE THE
2003 FINANCIAL STATEMENTS
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting
PROFIT OF EUR 166,992,742.50 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.14 PER ORDINARY SHARE;
PAYMENT OF A D IVIDEND OF EUR 1.20 PER PREFERENCE
SHARE; AND EX-DIVIDEND AND PAYABLE DATE: 20 APR
2004
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5. RATIFY THE ACTS OF THE SHAREHOLDERS COMMITTEE Non-Voting
6. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Non-Voting
FOR THE FY 2004
7. ELECT THE SHAREHOLDERS COMMITTEE Non-Voting
8. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE UP Non-Voting
TO 10% OF OWN ORDINARY AND PREFER ENCE SHARES,
AT A PRICE NOT DEVIATING MORE THAN 5% FROM THEIR
MARKET PRICE, ON OR BEFORE 18 OCT 2005; AND AUTHORIZE
THE GENERAL PARTNERS TO USE THE SHARES W ITHIN
THE SCOPE OF THE COMPANY S STOCK INCENTIVE PLAN
OR FOR ACQUISITION PURPO SES, TO SELL THE SHARES
TO THIRD PARTIES AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE AND TO RETIRE THEIR SHARES
9. AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Non-Voting
WITH THE GERMAN CORPORATE GOVE RNANCE CODE
10. APPROVE THE COMPANY S CONTROL AND PROFIT TRANSFER Non-Voting
AGREEMENT WITH ITS WHOLLY-OW NED SUBSIDIARY HENKEL
DORUS GMBH, EFFECTIVE FROM 01 JAN 2004, UNTIL
AT LEAST 3 1 DEC 2008
- ----------------------------------------------------------------------------------------------------------------------------------
ITV PLC AGM Meeting Date: 04/19/2004
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RE-APPOINT SIR PETER BURT AS A NON-EXECUTIVE DIRECTOR Management For
2. RE-APPOINT MR. DAVID CHANCE AS A NON-EXECUTIVE Management For
DIRECTOR
3. RE-APPOINT MR. JAMES CROSBY AS A NON-EXECUTIVE Management For
DIRECTOR
4. RE-APPOINT MR. JOHN MCGRATH AS A NON-EXECUTIVE Management For
DIRECTOR
5. RE-APPOINT SIR BRIAN PITMAN AS A NON-EXECUTIVE Management For
DIRECTOR
6. RE-APPOINT SIR GEORGE RUSSELL AS A NON-EXECUTIVE Management For
DIRECTOR
7. RE-APPOINT MR. ETIENNE DE VILLIERS AS A NON-EXECUTIVE Management For
DIRECTOR
8. RE-APPOINT MR. CHARLES ALLEN AS A NON-EXECUTIVE Management For
DIRECTOR
9. RE-APPOINT MR. HENRY STAUNTON AS A NON-EXECUTIVE Management For
DIRECTOR
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIE S UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 140 MILLION CONSISTING OF 1.36
BILL ION ORDINARY SHARES AND 41 MILLION CONVERTIBLE
SHARES; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009
OR 18 APR 2009 ; A ND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHOR ITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 WHOLLY FOR CASH HELD
BY THE COMPANY AS TREASURY SHARES PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 10, DISAPPL
YING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , PROVIDED THAT THIS POWE R IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN
CONNECTION WITH A RI GHTS ISSUE IN FAVOR OF ORDINARY
SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AM
OUNT OF GBP 21 MILLION CONSISTING OF 204 MILLION
ORDINARY SHARES AND 6 MILLION CONVERTIBLE SHARES
IN THE COMPANY; AUTHORITY EXPIRES THE EARLIER
OF THE CONC LUSION OF THE NEXT AGM OF THE COMPANY
OR 18 JUL 2005 ; AND THE DIRECTORS MAY A LLOT
EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
12. AUTHORIZE THE COMPANY AND ANY COMPANY THAT IS Management For
OR BECOMES THE SUBSIDIARY OF THE COMPANY, FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT
1985 AS AMENDED , TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION AND TO INCUR EU POLITICAL EXPEN
DITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP
160,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM
S.13 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5 AND ARTICLE 49
OF THE ARTICLES OF ASSOCIATION AND CHAPTER VII
OF PART V OF T HE COMPANIES ACT, TO MAKE MARKET
PURCHASES SECTION 163 OF UP TO 408 MILLION
ORDINARY SHARES AND 112 MILLION CONVERTIBLE SHARES,
AT A MINIMUM PRICE EQUAL T O 10 CENTS AND NOT
MORE THAN 5% ABOVE 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 JUL 2005 ; THE COMPANY,
BEFORE THE EXPIR Y, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUT ED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
14. APPROVE THE PERFORMANCE SHARE PLAN PSP AS Management For
PRESCRIBED AND AUTHORIZE THE DIR ECTORS TO DO
ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY
OR DESIRABLE TO CARR Y THE PSP INTO EFFECT OR
TO COMPLY WITH THE UK LISTING AUTHORITY AND/OR
INSTIT UTIONAL REQUIREMENTS
- ----------------------------------------------------------------------------------------------------------------------------------
AEGON NV AGM Meeting Date: 04/22/2004
Issuer: N0089J123 ISIN: NL0000301760 BLOCKING
SEDOL: 0687243, 5927375, 5981014, 5981520
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. OPENING AND MINUTES Non-Voting
2. APPROVE THE ANNUAL REPORT FOR 2003, THE DIVIDEND Management
AND DISCHARGE
3. APPROVE THE ANNUAL REPORT FOR 2004 AND FOLLOWING Management
YEARS
4. APPROVE THE CORPORATE GOVERNANCE Management
5. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management
6. AUTHORIZE TO ISSUE SHARES AND TO ACQUIRE SHARES Management
7. OTHER MATTERS Other
8. CLOSURE Non-Voting
- ----------------------------------------------------------------------------------------------------------------------------------
AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM) AGM Meeting Date: 04/22/2004
Issuer: N01803100 ISIN: NL0000009132 BLOCKING
SEDOL: 0291406, 5458303, 5458314, 5475120, 5475131, 5476662, 5499368
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
2003
3.A ADOPT THE 2003 ANNUAL ACCOUNTS Management
3.B APPROVE THE DIVIDEND PROPOSAL Management
4.A GRANT DISCHARGE THE BOARD OF MANAGEMENT Management
4.B GRANT DISCHARGE THE SUPERVISORY BOARD Management
5. APPROVE THE CORPORATE GOVERNANCE Management
6. APPROVE THE LONG-TERM INCENTIVE PLAN Management
6.A APPROVE THE STOCK OPTIONS BOARD OF MANAGEMENT Management
6.B APPROVE THE PERFORMANCE SHARES BOARD OF MANAGEMENT Management
6.C APPROVE THE EXECUTIVE STOCK OPTIONS Management
6.D GRANT THE MAXIMUM NUMBER OF OPTIONS AND SHARES Management
7. APPOINT THE BOARD OF MANAGEMENT Management
8.A APPROVE TO DETERMINE THE NUMBER OF MEMBERS OF Management
THE SUPERVISORY BOARD
8.B APPOINT THE SUPERVISORY BOARD Management
9. APPROVE TO DESIGNATE ENGLISH AS THE OFFICIAL Management
LANGUAGE OF THE ANNUAL ACCOUNTS
10. AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE SHARES Management
AND TO RESTRICT OR EXCLUDE P RE-EMPTIVE RIGHTS
11. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management
SHARES OF THE COMPANY
12. ANY OTHER BUSINESS Other
- ----------------------------------------------------------------------------------------------------------------------------------
CARNIVAL PLC AGM Meeting Date: 04/22/2004
Issuer: G19081101 ISIN: GB0031215220
SEDOL: 3121522, 7582880
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MR. MICKY ARISON AS A DIRECTOR OF CARNIVAL Management For
CORPORATION AND AS A DIREC TOR OF CARNIVAL PLC.
2. RE-ELECT AMBASSADOR RICHARD G. CAPEN, JR. AS Management For
A DIRECTOR OF CARNIVAL CORPORATIO N AND AS A
DIRECTOR OF CARNIVAL PLC.
3. RE-ELECT MR. ROBERT H. DICKINSON AS A DIRECTOR Management For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
4. RE-ELECT MR. ARNOLD W. DONALD AS A DIRECTOR OF Management For
CARNIVAL CORPORATION AND AS A D IRECTOR OF CARNIVAL
PLC.
5. RE-ELECT MR. PIER LUIGI FOSCHI AS A DIRECTOR Management For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
6. RE-ELECT MR. HOWARD S. FRANK AS A DIRECTOR OF Management For
CARNIVAL CORPORATION AND AS A DI RECTOR OF CARNIVAL
PLC.
7. RE-ELECT BARONESS HOGG AS A DIRECTOR OF CARNIVAL Management For
CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.
8. RE-ELECT MR. A. KIRK LANTERMAN AS A DIRECTOR Management For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
9. RE-ELECT MR. MODESTO A. MAIDIQUE AS A DIRECTOR Management For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
10. RE-ELECT MR. JOHN P. MCNULTY AS A DIRECTOR OF Management For
CARNIVAL CORPORATION AND AS A DI RECTOR OF CARNIVAL
PLC.
11. RE-ELECT MR. PETER RATCLIFFE AS A DIRECTOR OF Management For
CARNIVAL CORPORATION AND AS A DI RECTOR OF CARNIVAL
PLC.
12. RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF CARNIVAL Management For
CORPORATION AND AS A DIRECT OR OF CARNIVAL PLC.
13. RE-ELECT MR. STUART SUBOTNICK AS A DIRECTOR OF Management For
CARNIVAL CORPORATION AND AS A D IRECTOR OF CARNIVAL
PLC.
14. RE-ELECT MR. UZI ZUCKER AS A DIRECTOR OF CARNIVAL Management For
CORPORATION AND AS A DIRECTO R OF CARNIVAL PLC.
15. APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For
AUDITORS OF CARNIVAL PLC FOR THE ENSUING YEAR
AND RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS
LLP AS IN DEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OF CARNIVAL CORPORATION FOR THE ENSUING YEAR
16. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF Management For
DIRECTORS OF CARNIVAL PLC TO AGR EE THE REMUNERATION
OF THE INDEPENDENT AUDITORS
17. RECEIVE THE UK ACCOUNTS OF CARNIVAL PLC AND THE Management For
REPORTS OF THE DIRECTORS AND T HE AUDITORS OF
CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED 30
NOV 2003
18. APPROVE THE DIRECTORS REMUNERATION REPORT OF Management For
CARNIVAL PLC AS SET OUT IN THE AC COUNTS AND
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE FINANCIAL PER IOD ENDED 30 NOV 2003
19. APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For
ON THE DIRECTORS BY ARTICLE 30 OF CARNIVAL S
PLC S ARTICLES OF ASSOCIATION FOR A PERIOD COMMENCING
AT THE END OF THE MEETING AND EXPIRING AT THE
END OF THE NEXT AGM OF CARNIVAL PLC AF TER THE
DATE ON WHICH THIS RESOLUTION IS PASSED AND FOR
THAT PERIOD SECTION 80 AMOUNT SHALL BE USD 24,299,397
S.20 APPROVE TO RENEW THE POWER CONFERED ON THE DIRECTORS Management For
BY ARTICLE 31 OF CARNIVAL PLC S ARTICLES OF ASSOCIATION,
SUBJECT TO THE PASSING OF RESOLUTION 19, FOR
A PERIOD COMMENCING AT THE END OF THE MEETING
AND EXPIRING AT THE END OF THE NE XT AGM OF CARNIVAL
PLC AFTER THE DATE ON WHICH THIS RESOLUTION IS
PASSED AND F OR THAT PERIOD SECTION 89 AMOUNT
SHALL BE USD 17,535,030
- ----------------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY AGM Meeting Date: 04/22/2004
Issuer: H57312466 ISIN: CH0012056047
SEDOL: 3056044, 7123870
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- ----------------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY AGM Meeting Date: 04/22/2004
Issuer: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, ACCOUNTS OF NESTLE Management
S.A. AND OF NESTLE GROUP AND THE REPORT OF THE
AUDITORS
2. APPROVE THE RELEASE OF THE BOARD OF DIRECTORS Management
AND THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management
THE PROFITS RESULTING FROM THE BA LANCE SHEET
OF NESTLE S.A.
4.A ELECT SIR EDWARD GEORGE AS A BOARD OF DIRECTOR Management
4.B ELECT MR. KASPAR VILLIGER AS A BOARD OF DIRECTOR Management
4.C ELECT MR. ROLF HAENGGI AS A BOARD OF DIRECTOR Management
4.D ELECT MR. DANIEL BOREL AS A BOARD OF DIRECTOR Management
4.E ELECT MRS. CAROLINA MUNELLER AS A BOARD OF DIRECTOR Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting
SENT UNDER MEETING #122237. PLEASE ALSO NOTE
THAT IF YOU HAVE ALREADY REGISTERED YOUR SHARES,
THE CUT-OFF DATE FOR YOUR VOTING INSTRUCTIONS
IS 08 APR 2004. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
STMICROELECTRONICS NV AGM Meeting Date: 04/23/2004
Issuer: N83574108 ISIN: NL0000226223 BLOCKING
SEDOL: 5962321, 5962332, 5962343, 7165720
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO CALL TO ORDER AND OPENING Management
2. RECEIVE THE MANAGING BOARD REPORT FOR THE FY 2003 Management
3. RECEIVE THE SUPERVISORY BOARD REPORT FOR THE Management
FY 2003
4. ADOPT THE ANNUAL ACCOUNT FOR THE FY 2003 Management
5. GRANT DISCHARGE TO THE MEMBER OF THE MANAGING Management
BOARD
6. GRANT DISCHARGE TO THE MEMBER OF THE SUPERVISORY Management
BOARD
7. ADOPT A DIVIDEND OF EUR 0.12 PER COMMON SHARE Management
8. APPOINT MR. GERALD ARBOLA AS A NEW MEMBER OF Management
THE SUPERVISORY BOARD FOR A TERM OF 3 YEARS;
AUTHORITY EXPIRE AT THE NEXT AGM IN 2005
9. APPOINT MR. DIDIER LOMBARD AS A NEW MEMBER OF Management
THE SUPERVISORY BOARD FOR A TERM OF 3 YEARS;
AUTHORITY EXPIRE AT THE NEXT AGM IN 2005
10. APPROVE THE COMPENSATION TO THE MEMBERS OF THE Management
SUPERVISORY BOARD
11. APPROVE THE NEW EMPLOYEE STOCK PURCHASE PLAN Management
12. AUTHORIZE THE SUPERVISORY BOARD TO ISSUE NEW Management
SHARES, TO GRANT RIGHTS TO SUBSCR IBE FOR NEW
SHARES AND TO LIMIT AND/OR EXCLUDE EXISTING SHAREHOLDERS
PRE-EMPT IVE RIGHTS; AUTHORITY EXPIRE AT THE
END OF 5 YEARS
13. APPROVE TO CHANGE THE QUORUM FOR THE AGM FROM Management
1/3 OF THE ISSUED SHARE CAPITAL TO 15% OF THE
ISSUED SHARE CAPITAL
14. AMEND THE ARTICLES OF ASSOCIATION RELATING TO Management
THE ITEMS MENTIONED UNDER ITEM 1 3
15. APPROVE THE CORPORATE GOVERNANCE POLICY Management
16. QUESTION TIME Other
17. CLOSE Non-Voting
- ----------------------------------------------------------------------------------------------------------------------------------
STMICROELECTRONICS NV AGM Meeting Date: 04/23/2004
Issuer: N83574108 ISIN: NL0000226223 BLOCKING
SEDOL: 5962321, 5962332, 5962343, 7165720
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 129963 DUE TO A CHANGE IN T HE AGENDA. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* APPROVE TO CALL TO ORDER AND OPENING Non-Voting
* RECEIVE THE MANAGING BOARD REPORT FOR THE FY 2003 Non-Voting
* RECEIVE THE SUPERVISORY BOARD REPORT FOR THE Non-Voting
FY 2003
1. ADOPT THE ANNUAL ACCOUNT FOR THE FY 2003 Management
2. GRANT DISCHARGE TO THE MEMBER OF THE MANAGING Management
BOARD
3. GRANT DISCHARGE TO THE MEMBER OF THE SUPERVISORY Management
BOARD
4. ADOPT A DIVIDEND OF EUR 0.12 PER COMMON SHARE Management
5. APPOINT MR. GERALD ARBOLA AS A NEW MEMBER OF Management
THE SUPERVISORY BOARD FOR A TERM OF 3 YEARS;
AUTHORITY EXPIRES AT THE NEXT AGM IN 2005
6. APPOINT MR. DIDIER LOMBARD AS A NEW MEMBER OF Management
THE SUPERVISORY BOARD FOR A TERM OF 3 YEARS;
AUTHORITY EXPIRES AT THE NEXT AGM IN 2005
7. APPROVE THE COMPENSATION TO THE MEMBERS OF THE Management
SUPERVISORY BOARD
8. APPROVE THE NEW EMPLOYEE STOCK PURCHASE PLAN Management
9. AUTHORIZE THE SUPERVISORY BOARD TO ISSUE NEW Management
SHARES, TO GRANT RIGHTS TO SUBSCR IBE FOR NEW
SHARES AND TO LIMIT AND/OR EXCLUDE EXISTING SHAREHOLDERS
PRE-EMPT IVE RIGHTS; AUTHORITY EXPIRE AT THE
END OF 5 YEARS
10. APPROVE TO CHANGE THE QUORUM FOR THE AGM FROM Management
1/3 OF THE ISSUED SHARE CAPITAL TO 15% OF THE
ISSUED SHARE CAPITAL
11. AMEND THE ARTICLES OF ASSOCIATION RELATING TO Management
THE ITEMS MENTIONED UNDER ITEM 1 3
12. APPROVE THE CORPORATE GOVERNANCE POLICY Management
* QUESTION TIME Non-Voting
* CLOSE Non-Voting
- ----------------------------------------------------------------------------------------------------------------------------------
DEPFA BANK PLC, DUBLIN AGM Meeting Date: 04/26/2004
Issuer: G27230104 ISIN: IE0072559994
SEDOL: 7255999
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVED THE FINANCIAL STATEMENTS AND ANNUAL Management For
REPORT FOR THE FY 2003
2. APPROVE THE PAYMENT OF A FINAL DIVIDEND ON THE Management For
ORDINARY SHARES
3. ELECT THE BOARD OF DIRECTORS Management For
4. AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE Management For
THE REMUNERATION ON FOR THE AUDI TORS
5. APPROVE TO REPLACE 10-FOR-1 STOCK SPLIT, EACH Management For
ORDINARY EUR 3 SHARE BY 10 ORDIN ARY EUR 0.30
SHARES
6. APPROVE TO INCREASE THE AUTHORIZED CAPITAL FROM Management For
EUR 130,000,002 TO EUR 130,100 ,002
- ----------------------------------------------------------------------------------------------------------------------------------
THOMSON MIX Meeting Date: 04/26/2004
Issuer: F91823108 ISIN: FR0000184533 BLOCKING
SEDOL: 5988930, 5994012, 7165537
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
07 MAY 2004. CONSEQUENTLY, YOUR VOTING NSTRUCTIONS
WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YO UR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management
THE FY 2003
2. APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY 2003 Management
3. APPROVE THE APPROPRIATION OF RESULTS IN A NEGATIVE Management
AMOUNT OF EUR 13,029,307.68 AS FOLLOWS: PRIOR
RETAINED EARNINGS: EUR 756,608,329.84; BALANCE
AMOUNT OF PR IOR RETAINED EARNINGS: EUR 743,579,002.16;
; GLOBAL DIVIDEND: EUR 72,959,512.0 8; BALANCE
CARRIED FORWARD: EUR 670,619,510.08; AND, THE
SHAREHOLDERS WILL REC EIVE A NET DIVIDEND OF
EUR 0.26, WITH A CORRESPONDING TAX CREDIT OF
EUR 0.13; THIS DIVIDEND WILL BE PAID ON 27 MAY
2004
4. APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ARTI CLES L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
5. APPOINT MR. PAUL MURRAY AS A DIRECTOR IN REPLACEMENT Management
OF MR. MICHAEL GREEN FOR THE UNEFFECTED PART
OF HIS TERM
6. APPOINT MR. HENRI VIGIL AS A DIRECTOR IN REPLACEMENT Management
OF MR. BERNARD VERGNES FO R THE UNEFFECTED PART
OF HIS TERM
7. APPOINT MR. ERIC BOURDAIS DE CHARBONNIERE IN Management
REPLACEMENT OF MR. TADAHIRO SEKIM OTO FOR THE
UNEFFECTED PART OF HIS TERM
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management
BRETON AS A DIRECTOR FOR 4 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANK Management
DANGEARD AS A DIRECTOR FOR 4 YEARS
10. APPROVE TO RENEW THE TERM OF OFFICE OF MR. EDDY Management
HARTENSTEIN AS A DIRECTOR FOR 4 YEARS
11. APPROVE TO RENEW THE TERM OF OFFICE OF MR. IGOR Management
LANDAUN AS A DIRECTOR FOR 4 YE ARS
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
LESCURE AS A DIRECTOR FOR 4 YEARS
13. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management
VIGIL AS A DIRECTOR FOR 4 YEA RS
14. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management
LOMBARD AS A DIRECTOR FOR 4 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MAZARS Management
ET GUREARD AS THE STATUTORY AUDI TOR FOR 6 YEARS
16. APPOINT PATRICK DE CAMBOURG AS THE DEPUTY AUDITOR Management
FOR 6 YEARS
17. ALLOT A AMOUNT OF EUR 450,000.000 AS ATTENDANCE Management
FEES TO THE DIRECTORS, UNTIL F UTURE NOTICE
18. AUTHORIZE THE BOARD OF DIRECTORS, TO TRADE THE Management
COMPANY S SHARES AS PER THE FOL LOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 50.00; MINIMUM SELLING
PRICE: E UR 15.00; AND, MAXIMUM NUMBER OF SHARES
TO BE TRADED: 10%; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS
19. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
20. AUTHORIZE THE BOARD, TO DECREASE THE SHARE CAPITAL Management
BY CANCELING REPURCHASED SH ARES, WITHIN A LIMIT
OF 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE EN D OF 24 MONTHS
21. AUTHORIZE THE BOARD, TO ISSUE SHARES AND SECURITIES Management
WITH PREFERENTIAL SUBSCRIP TION RIGHT, NOT EXCEEDING
THE LIMITS SET BELOW EUR 250,000,000.00 FOR SHARES,
INCLUDING EUR 100,000,000.00 FOR PREFERRED SHARES
AND EUR 100,000,000.00 FOR I NVESTMENT CERTIFICATES;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS
22. AUTHORIZE THE BOARD TO ISSUE SHARES AND SECURITIES Management
WITHOUT PREFERENTIAL SUBSCR IPTION RIGHT, NOT
EXCEEDING THE LIMIT SET BELOW EUR 250,000,000.00
FOR SHARES, INCLUDING EUR 100,000,000.00 FOR
PREFERRED SHARES AND EUR 100,000,000.00 FOR INVESTMENT
CERTIFICATES, SUCH AMOUNTS SHALL BE INCLUDED
IN THE LIMIT FOR RESOL UTION 21; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
23. AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management
BY ISSUING SHARES FOR A MAXI MUM NOMINAL AMOUNT
OF EUR 15,000,000.00 RESERVED TO CARLTON COMMUNICATIONS
PLC , THESE SHARES SHALL BE PAID UP IN CASH OR
COMPENSATE LIQUID DUE DEBTS; AUTHO RITY EXPIRES
AT THE END OF 2 YEARS
24. AUTHORIZE THE BOARD INCREASE THE SHARE CAPITAL Management
BY EUR 7,500,000.00 BY ISSUING SHARES AND SECURITIES
GIVING ACCESS TO MEMBERS OF A COMPANY SAVING
PLAN , SUCH SHARES SHALL BE PAID-UP NOT LATER
THAN 3 YEARS FROM THEIR DATE OF ISSUE; AUT HORITY
EXPIRES AT THE END OF 2 YEARS
25. APPROVE TO HARMONIZE THE ARTICLES OF ASSOCIATION Management
WITH THE FRENCH LAW 2003-706 OF 01 AUG 2003 ON
FINANCIAL SECURITY AS A CONSEQUENCE: THRESHOLD
TRESPASSING M UST BE NOTIFIED NOT LATER THAN
5 DAYS INSTEAD OF 15 DAYS, THE DIRECTORS REPRES
ENTING THE GOVERNMENT SHALL NOT BE MENTIONED
, THE NUMBER OF SHARES TO BE RETA INED BY THE
DIRECTORS IS INCREASED, THEIR TERM OF OFFICE
IS REDUCED TO 4 YEARS , CONTROL AGENTS MAY BE
APPOINTED, THE ROLE OF THE CHAIRMAN HAS BEEN
REVISED A S WELL AS THE INFORMATION TO BE TRANSMITTED
TO THE DIRECTORS
26. GRANT ALL POWERS TO THE BEARER Management
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
ING GROEP NV AGM Meeting Date: 04/27/2004
Issuer: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7159176
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. OPENING REMARKS AND ANNOUNCEMENTS. Non-Voting
2.A DISCUSSION OF THE REPORTS OF THE EXECUTIVE BOARD Management
AND THE SUPERVISORY BOARD FOR 2003.
2.B DISCUSSION OF THE PROFIT RETENTION AND DISTRIBUTION Management
POLICY.
3.A DISCUSSION AND ADOPTION OF THE ANNUAL ACCOUNTS Management
FOR 2003.
3.B ADOPTION OF THE DIVIDEND FOR 2003. Management
4. APPOINTMENT OF THE AUDITOR. Management
5.A PROPOSAL TO DISCHARGE THE EXECUTIVE BOARD IN Management
RESPECT OF THE DUTIES PERFORMED D URING THE YEAR
2003.
5.B PROPOSAL TO DISCHARGE THE SUPERVISORY BOARD IN Management
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR
2003.
6. CORPORATE GOVERNANCE. Management
7.A ADOPTION OF REMUNERATION POLICY. Management
7.B APPROVAL OF LONG-TERM INCENTIVE PLAN. Management
8. AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management
9.A APPOINTMENT OF ERIC BOYER DE LA GIRODAY. Management
9.B APPOINTMENT OF ELI LEENAARS. Management
9.C APPOINTMENT OF HANS VERKOREN. Management
10. COMPOSITION OF THE SUPERVISORY BOARD: APPOINTMENT Management
OF ERIC BOURDAIS DE CHARBON NIERE
11. AUTHORISATION TO ISSUE SHARES AND TO RESTRICT Management
OR EXCLUDE PREFERENTIAL RIGHTS. RIGHT
12. AUTHORISATION TO THE COMPANY TO ACQUIRE SHARES Management
OR DEPOSITARY RECEIPTS FOR SHAR ES IN ITS OWN
CAPITAL.
13. ANY OTHER BUSINESS AND CONCLUSION. Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE 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.
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 20 APR 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB AGM Meeting Date: 04/27/2004
Issuer: W90937181 ISIN: SE0000193120
SEDOL: 5703661, 7527375
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* APPROVE THE ELECTION OF MR. BJORN FRANZON AS Non-Voting Non-Vote Proposal
THE CHAIRMAN
* APPROVE THE ESTABLISHMENT OF THE VOTERS LIST Non-Voting Non-Vote Proposal
* APPROVE THE AGENDA Non-Voting Non-Vote Proposal
* APPROVE THE ELECTION OF PERSONS TO COUNTERSIGN Non-Voting Non-Vote Proposal
THE MINUTES
* APPROVE TO DETERMINE WHETHER THE MEETING HAS Non-Voting Non-Vote Proposal
BEEN DULY CALLED
* RECEIVE THE ANNUAL ACCOUNTS, THE AUDITORS REPORT, Non-Voting Non-Vote Proposal
THE CONSOLIDATED ANNUAL ACC OUNTS AND THE AUDITORS
REPORT FOR THE GROUP FOR 2003 AND APPROVE THE
INFORMAT ION FROM THE PRESIDENT IN CONNECTION
WITH THIS IS: A REPORT BY THE BOARD OF DI RECTORS
CONCERNING THEIR WORK, A REPORT OF THE AUDITING
COMMITTEE S WORK AND F UNCTION AS A RESULT OF
A QUESTION FROM THE SWEDISH SHAREHOLDERS ASSOCIATION,
A REPORT OF THE COMPENSATION COMMITTEE S WORK
AND FUNCTION AND OF THE BANK S PO LICY FOR REMUNERATION
AND COMPENSATION AS A RESULT OF QUESTIONS FROM
ALECTA, A MF PENSION, AP2 PENSION FUND AND THE
SWEDISH SHAREHOLDERS ASSOCIATION AND A RE PORT
ON THE BANK S CONSULTING COSTS AND OTHER COSTS
PAID TO THE BANK S AUDITOR S KPMG, AS A RESULT
OF A QUESTION FROM THE AP1 PENSION FUND
A. APPROVE THE PROFIT AND LOSS ACCOUNT, THE BALANCE Management For
SHEET, THE CONSOLIDATED PROFI T AND LOSS ACCOUNT
AND CONSOLIDATED BALANCE SHEET
B. GRANT LIABILITY FOR THE MEMBERS OF THE BOARD Management For
AND THE PRESIDENT FOR THE PERIOD REFERRED TO
IN THE FINANCIAL REPORTS
C. APPROVE TO ALLOCATE THE BANK S PROFIT IN ACCORDANCE Management For
WITH THE ADOPTED BALANCE S HEET AND ALSO CONCERNING
THE RECORD DAY
D. AUTHORIZE THE BOARD TO RESOLVE ON ACQUISITION Management For
OF A MAXIMUM OF 40 MILLION ORDIN ARY CLASS A
AND/OR B SHARES AND DIVESTMENT OF ALL THE BANK
S OWN ORDINARY CLAS S A AND/OR B SHARES WITH
THE RIGHT TO DEVIATE FROM THE SHAREHOLDERS PREFERENT
IAL RIGHTS AND TO DECIDE ON ACQUISITION OF ITS
OWN SHARES IS MOTIVATED IN ORDE R TO INCREASE
THE EARNINGS PER SHARE OVER TIME; APPROVE TO
ACQUIRE A COMPANY O R OPERATIONS, SUCH TRUNCATION
WOULD BE FACILITATED IF ITS OWN SHARES WERE AVAI
LABLE TO FINANCE THE ACQUISITION
E. APPROVE THE ACQUISITION OF ITS OWN ORDINARY CLASS Management For
A AND/OR B SHARES FOR THE BA NK S TRADING BOOK,
PURSUANT TO CHAPTER 4 SECTION 5 OF THE SECURITIES
OPERATION S ACT (1991:981), ON THE CONDITION
THAT OWN SHARES IN THE TRADING BOOK SHALL N OT
AT ANY TIME EXCEED 2% OF ALL SHARES OF THE BANK,
THE AGGREGATED HOLDING OF OWN SHARES MUST NOT
AT ANY TIME EXCEED 10% OF THE TOTAL NUMBER OF
SHARES OF TH E BANK
F. APPROVE THE REDUCTION IN THE SHARE CAPITAL Management For
G. APPROVE THE BONUS ISSUE Management For
H. APPROVE TO INCREASE, BY MEANS OF BONUS ISSUE, Management For
THE BANK S SHARE CAPITAL BY 104, 008,112.25 SWEDISH
KRONOR BY MEANS OF TRANSFER OF 104,008,112.25
SWEDISH KRONO R FROM THE DISTRIBUTABLE PROFITS,
WHERE THE NOMINAL AMOUNT OF THE SHARE WILL I
NCREASE FROM SEK 4 TO SEK 4.15 AND AMEND THE
SECTION 5 OF THE ARTICLES OF ASSO CIATION
I. ELECT 13 BOARD MEMBERS AND NO DEPUTY MEMBERS, Management For
WHICH IS AN INCREASE OF ONE MEMB ER
J. ELECT 2 AUDITORS AND NO DEPUTY AUDITORS Management For
K. APPROVE THE FEES FOR THE BOARD MEMBERS OF SEK Management For
5,600,000, TO BE DIVIDED AMONG T HE MEMBERS ELECTED
BY THE MEETING WHO ARE NOT EMPLOYEES OF THE BANK
AND TO IN CREASE THE BOARD BY ONE MEMBER AND
BY THE ESTABLISHMENT OF AN AUDITING COMMITT EE;
REMUNERATION TO THE AUDITORS IS TO BE ON ACCOUNT
L.1 RE-ELECT MR. PIRKKO ALITALO AS THE BOARD MEMBER Management For
L.2 RE-ELECT MR. TOMMY BYLUND AS THE BOARD MEMBER Management For
L.3 RE-ELECT MR. FREDRIK BAKSAAS AS THE BOARD MEMBER Management For
L.4 RE-ELECT MR. GORAN ENNERFELT AS THE BOARD MEMBER Management For
L.5 RE-ELECT MR. LARS O GRONSTEDT AS THE BOARD MEMBER Management For
L.6 RE-ELECT MR. SIGRUN HJELMQUIST AS THE BOARD MEMBER Management For
L.7 RE-ELECT MR. HANS LARSSON AS THE BOARD MEMBER Management For
L.8 RE-ELECT MR. FREDRIK LUNDBERG AS THE BOARD MEMBER Management For
L.9 RE-ELECT MR. SVERKER MARTIN-LOF AS THE BOARD MEMBER Management For
L.10 RE-ELECT MR. ARNE MARTENSSON AS THE BOARD MEMBER Management For
L.11 RE-ELECT MR. ANDERS NYREN AS THE BOARD MEMBER Management For
L.12 ELECT MR. BANTE RATHE AS THE BOARD MEMBER Management For
L.13 ELECT MR. TRONDHEIM, NORWAY, AS THE BOARD MEMBER Management For
L.14 ELECT MR. ULRIKA BOETHIUS, STOCKHOLM, AS THE Management For
BOARD MEMBER
L.15 APPROVE THE DECLINATION OF MR. LOTTY BERGSTROM Management For
FOR RE-ELECTION
M. RE-ELECT THE REGISTERED PUBLIC ACCOUNTING FIRMS Management For
KPMG BOHLINS AB AND ERNST & YO UNG AB FOR THE
PERIOD UNTIL THE END OF THE AGM IN 2008
N. AUTHORIZE THE CHAIRMAN OF THE BOARD TO APPOINT Management Against
4 REPRESENTATIVES FOR THE MAJOR SHAREHOLDER OF
THE BANK, WHO, WITH THE CHAIRMAN, FORM A COMMITTEE
TO PREPARE THE NEXT ELECT OF THE BOARD MEMBERS,
BOARD MEMBERS ARE NOT ELIGIBLE TO SERVE O N THE
COMMITTEE AND APPOINT THE CHAIRMAN AMONG ITS
MEMBERS; THE COMPOSITION OF THE COMMITTEE BEFORE
THE BOARD ELECTION IN 2005 BE ANNOUNCED NO LATER
THAN 6 MONTHS PRIOR TO THE AGM IN 2005; NO FEES
ARE PAYABLE TO THE COMMITTEE
O. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
APPOINT AN ELECTION COMMITTE E AND THIS SHOULD
COMPRISE 3 TO 5 PERSONS WHO REPRESENT THE OWNERS
OF THE COMP ANY AND WHO ARE INDEPENDENT OF THE
COMPANY, A REPRESENTATIVE FOR THE SMALL SHA REHOLDERS
SHOULD BE A MEMBER OF THE COMMITTEE
* RECEIVE THE QUESTION FROM THE AMNESTY BUSINESS Non-Voting Non-Vote Proposal
GROUP REGARDING A POLICY FOR TH E HUMAN RIGHTS
P. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against
APPROVE THAT THE COMPANY FOL LOW SWEDISH LAWS
SFS 1999:268 EC DIRECTIVE 97/5/EC AND SFS 2002:598
EC DIRE CTIVE 2560/2001 , IN THE FUTURE
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
BANCA NAZIONALE DEL LAVORO SPA BNL, ROMA MIX Meeting Date: 04/28/2004
Issuer: T1240P119 ISIN: IT0001254884 BLOCKING
SEDOL: 5528604, 5616167
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL 29
APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALI D 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. T HANK YOU
O.1 APPROVE TO REPLACE DIRECTORS AS PER ARTICLE 2386 Management
OF ITALIAN CIVIL CODE
O.2 APPROVE TO FREE ISSUE OF ORDINARY SHARES TO BE Management
ASSIGNED TO ORDINARY AND SAVING SHAREHOLDERS,
WITH A RATION OF 1 NEW SHARE FOR EVERY 64 SHARES
HELD
O.3 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2003 AND BOARD OF DIRECTORS REP ORTS ON MANAGEMENT
ACTIVITY, THE INTERNAL AND EXTERNAL AUDITORS
REPORTS AND T HE PROFIT DISTRIBUTION
O.4 APPROVE TO BUY AND SALE BACK OF OWN SHARES AS Management
PER ARTICLE 2357 AND 2357 TER OF ITALIAN CIVIL
CODE
E.1 APPROVE TO MERGE INCORPORATION OF COOPEREREDITO Management
SPA INTO BANCA NAZIONALE DEL L AVORO SPA
E.2 APPROVE TO INCREASE FREE STOCK CAPITAL, BY WITHDRAWING Management
LEGAL RESERVE, THROUGH INCREASE OF ORDINARY AND
SAVING SHARES FACE VALUE FROM EUR 0.5 TO EUR
0.72; AN D AMEND ARTICLE 6 STOCK CAPITAL AND
SHARES AND ARTICLE 10 SAVING SHARES, PR OFITS
OF THE BY-LAWS
E.3 AMEND ARTICLE 3, 7 , 9, 14, 15, 16, 17, 18, 19, Management
20, 21, 22, 26, 27, 31, 33, 34 , 37, 38, 39,
40, AND 42 OF THE BY-LAWS
- ----------------------------------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF AGM Meeting Date: 04/28/2004
Issuer: D24909109 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 1,312,052,802 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYA BLE DATE: 29 APR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management
SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
6. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANYS WHOLLY-OWN ED E. ON NORDIC
HOLDING GMBH, WITH EFFECT FROM 01 JAN 2004 UNTIL
AT LEAST 31 D EC 2008
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DIFFERING MORE THAN 20% FROM THEIR MARKET PRICE,
ON OR BEFORE 2 8 JAN 2005; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS 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 ACQUISIT ION PURPOSES OR FOR SATISFYING
EXISTING OPTION AND CONVERSION RIGHTS, OR ISSUE
D TO THE COMPANYS AND ITS AFFILIATES EMPLOYEES;
THE SHARES MAY ALSO BE RETIRED
8. APPOINT PRICEWATERHOUSECOOPERS, DEUTSCHE REVISION Management
AG, DUSSELDORF, AS THE AUDIT ORS FOR THE FY 2004
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL SA MIX Meeting Date: 04/28/2004
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management
REPORT AND THE GENERAL AUDITORS REPORT AND APPROVE
THE ACCOUNTS AND THE BALANCE SHEET OF THE COMPANY
TOTAL S .A. FOR THE FY 2003
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management
3,272,172,931.00; PRIOR RETAINE D EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARE
S: 655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD : EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.7 0 WITH A CORRESPONDING TAX CREDIT
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-38 OF THE
COMMERCIAL LAW
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOW
ING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUT HORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000 , WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDI
NATED OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT
OF EUR 10,000,000,000.00; AU THORITY EXPIRES
AT THE END OF 5 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management
DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management
TCHURUK AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management
WITH THE PROVISION OF TH E ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 Y EARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. PHIL IPPE MARCHANDISE
AS A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICL E 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. CYRI L MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WH O REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management
THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management
KPMG AUDIT AS THE STATUTORY AU DITOR FOR A PERIOD
OF 6 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management
ALAIN GROSMANN, AS THE DEPUTY AUD ITOR FOR A
PERIOD OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management
WHO REPLACES THE FIRM SAL USTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management
DIRECTORS AS THE ATTENDANCE FE ES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENE FIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PUR CHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVIS IONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPI RES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WAR RANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTH ORITY EXPIRES AT THE
END OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS T O TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management
EMPLOYEES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
14 MAY 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 CANCELLE D. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC AGM Meeting Date: 04/29/2004
Issuer: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTOR S REPORT AND ACCOUNTS FOR Management For
THE YE 31 DEC 2003
2. APPROVE THE DIVIDENDS Management For
3. RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR Management For
4. AUTHORIZE THE DIRECTORS TO AGREE TO THE REMUNERATION Management For
OF THE AUDITOR
5.a ELECT MR. PERCY BARNEVIK AS A DIRECTOR Management For
5.b ELECT MR. HAKAN MOGREN AS A DIRECTOR Management For
5.c ELECT SIR. TOM MCKILLOP AS A DIRECTOR Management For
5.d ELECT MR. JONATHAN SYMONDS AS A DIRECTOR Management For
5.e ELECT SIR. PETER BONFIELD AS A DIRECTOR Management For
5.f ELECT MR. JOHN BUCHANAN AS A DIRECTOR Management For
5.g ELECT MS. JANE HENNEY AS A DIRECTOR Management For
5.h ELECT MR. MICHELE HOOPER AS A DIRECTOR Management For
5.i ELECT MR. JOE JIMENEZ AS A DIRECTOR Management For
5.j ELECT MR. EMA MOLLER AS A DIRECTOR Management For
5.k ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For
5.l ELECT MR.LOUIS SCHWEITZER AS A DIRECTOR Management For
5.m ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management For
6. APPROVE THE DIRECTOR S REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003
7. ADOPT NEW ARTICLES OF ASSOCIATION Management For
8. GRANT AUTHORITY FOR LIMITED EU POLITICAL DONATIONS Management For
9. AUTHORIZE THE DIRECTORS TO ALLOT UNISSUED SHARES Management For
10. AUTHORIZE THE DIRECTORS TO DISAPPLY PRE-EMPTION Management For
RIGHTS
11. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For
12. GRANT AUTHORITY TO INCREASE OF CAPITAL ON NON-EXECUTIVE Management For
DIRECTOR S REMUNERATIO N
- ----------------------------------------------------------------------------------------------------------------------------------
BASF AG, LUDWIGSHAFEN/RHEIN AGM Meeting Date: 04/29/2004
Issuer: D06216101 ISIN: DE0005151005 BLOCKING
SEDOL: 0067737, 0083142, 4082833, 4083483, 4083654, 4083665, 4083676, 4611185, 5086577, 5086588, 5086599, 6072036
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 779,300,744 AS TH E PAYMENT OF
A DIVIDEND OF EUR 1.40 PER SHARE AND EUR 896,000
SHALL BE CARRIED FORWARD AS EX-DIVIDEND AND PAYABLE
ON 30 APR 2004
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
5. APPOINT DELOITTE + TOUCHE GMBH, FRANKFURT AS Management
THE AUDITORS FOR THE FY 2004
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE NOT
MORE THAN 25% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFOR E 28 OCT 2005 AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO RETIRE THE SHAR ES AND
TO USE THE SHARES FOR THE COMPANY S STOCK OPTION
PLANS OR FOR ACQUISITI ON PURPOSES
7. AUTHORIZE THE COMPANY, USING DERIVATIVE FINANCIAL Management
INSTRUMENTS WITHIN THE SCOPE OF RESOLUTION 6,
TO PUT AND CALL OPTIONS FOR THE REPURCHASE OF
OWN SHARES AT A PRICE NOT MORE THAN THEIR THEORETICAL
MARKET VALUE; THE PRICE PAID FOR OWN S HARES
CORRESPOND TO THE STRIKE PRICE AGREED UPON IN
THE FINANCIAL INSTRUMENT
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE COMPANY S SHARE CAPITAL BY EXCLUDING THE
SHAREHOLDERS SUBSCRIPTION RIGHTS FOR THE ISSUE
OF UP TO 15,000,000 EMPLOYEE SHARES , UP TO EUR
500,000,000 10% OF THE SHARE CAPITAL THROUGH
THE ISSUE OF NEW SHARES AGA INST PAYMENT IN CASH
OR KIND, ON OR BEFORE 01 MAY 2009 AT A PRICE
NOT MATERIAL LY BELOW THE MARKET PRICE OF IDENTICAL
SHARES; AND FOR THE GRANTING OF SUCH RI GHTS
TO BONDHOLDERS OR HOLDERS OF STOCK OPTIONS, FOR
RESIDUAL AMOUNTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANY S WHOLLY OW NED SUBSIDIARY BASF
PLANT SCIENCE HOLDING GMBH, WITH EFFECT FROM
01 JAN 2004 T O 31 DEC 2008
- ----------------------------------------------------------------------------------------------------------------------------------
CAP GEMINI SA, PARIS MIX Meeting Date: 04/29/2004
Issuer: F13587120 ISIN: FR0000125338 BLOCKING
SEDOL: 4163437, 5619382, 5710315, 7164062
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management
THE FY 2002 AND APPROVE THE AMO UNT OF LOSSES
EUR 41,551,723.70
2. RECEIVE THE CONSOLIDATED ACCOUNTS FY 2003 Management
3. APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ARTI CLE L. 225-38 OF
THE FRENCH TRADE LAW
4. APPROVE THE APPROPRIATION OF LOSSES FOR THE FY Management
TO BALANCE CARRY FORWARD AND NO T TO DISTRIBUTE
THE DIVIDENDS
5. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE CGM ON 07 MAY 20 03, TO REPURCHASE
COMPANY SHARES PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHAS E PRICE: EUR 50.00 MINIMUM SEELING
PRICE: EUR 20.00; SUCH PRICES SHALL BE ADJU STED
IN CASE OF INCORPORATION OF RESERVES, SPLIT-UP
OR AMALGAMATION OF SHARES; MAXIMUM NUMBER OF
SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL
EUR 655,82 6,700.00 ; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS
6. APPOINT MR. YANN DELABRIBRE AS THE DIRECTOR TILL Management
THE GENERAL MEETING CALLED TO DELIBERATE ON THE
2005 ACCOUNTS
7. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE CGM ON 07 MAY 20 03, TO CANCEL
SELF DETAINED SHARES, NOT EXCEEDING 10% OF THE
SHARE CAPITAL OVE R A 24 MONTHS PERIOD AND APPROVE
TO REDUCE THE SHARE CAPITAL AND AMEND THE ART
ICLES ACCORDINGLY; AUTHORITY EXPIRES AT THE
END OF 5 YEARS
8. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE CGM ON 16 MAY 20 01, TO INCREASE
THE SHARE CAPITAL BY ISSUING SHARES WITH PREFERENTIAL
SUBSCRIP TION RIGHT, TO BE PAID UP IN CASH OR
BY DEBT COMPENSATION AND OR BY INCORPORAT ION
OF RESERVES; A PRIORITY SHALL BE GIVEN TO THE
OWNERS OF OLD SHARES, SUCH C APITAL INCREASE
SHALL NOT EXCEED EUR 1,500,000,000.00; AUTHORITY
EXPIRES AT T HE END OF 3 YEARS
9. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE CGM ON 16 MAY 20 01, TO INCREASE
THE SHARE CAPITAL BY ISSUING SHARES TO BE PAID
UP IN CASH WITH OUT PREFERENTIAL SUBSCRIPTION
RIGHT WITHIN THE LIMIT AND AS SPECIFIED IN RESOL
UTION 8; A PRIORITY MAY BE GRANTED TO THE PRESENT
SHAREHOLDERS, BUT THE UNSUBS CRIBED SHARES WILL
BE OFFERED TO THE PUBLIC; AUTHORITY EXPIRES
AT THE END OF 3 YEARS
10. AUTHORIZE THE BOARD TO DECIDE UPON A SHARE CAPITAL Management
INCREASE COMBINED WITH THE CREATION OF A GROUP
SAVINGS PLAN, SUCH CAPITAL INCREASE SHALL NOT
EXCEED 3,500 ,000 NEW SHARES OF EUR 8.00 NOMINAL
VALUE EACH; AUTHORITY EXPIRES AT THE END OF
3 YEARS
11. AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management
BY A MAXIMUM NOMINAL AMOUNT OF EUR 400,000,000.00
BY ISSUING SUBSCRIPTION WARRANTS WITH PREFERENTIAL
SUBSC RIPTION RIGHT, TO BE GRANTED PREFERABLY
TO OWNERS OF OLD SHARES; AUTHORITY EX PIRES
AT THE END OF 1 YEAR ; AND THE CORRESPONDING
SHARES SHALL BE ISSUED WITH IN 5 YEARS
12. AUTHORIZE THE BOARD TO ISSUE SUBSCRIPTION WARRANTS Management
WITHOUT PREFERENTIAL SUBSCR IPTION RIGHT AND
APPROVE THE SHARE CAPITAL INCREASES RESULTING
FROM THE ISSUED SHARES SHALL NOT EXCEED EUR 400,000,000.00;
THE BOARD MAY GRANT A PRIORITY TO THE PRESENT
SHAREHOLDERS, BUT THE UNSUBSCRIBED WARRANTS SHALL
BE OFFERED TO T HE PUBLIC; AUTHORITY EXPIRES
AT THE END OF 1 YEAR ; AND THE RELATED SHARES
SH ALL BE ISSUED WITHIN 5 YEARS
13. AUTHORIZE THE BOARD TO ISSUE COMPOUND SECURITIES Management
WITH PREFERENTIAL SUBSCRIPTIO N RIGHT, GIVING
ACCESS TO THE EXISTING SHARES OR SHARES TO BE
ISSUED, TO BE SU BSCRIBED IN PRIORITY BY THE
OWNERS OF OLD SHARES; THE TOTAL SHARE CAPITAL
INCR EASE SHALL NOT EXCEED EUR 400,000,000.00
EUR 3,000,000,000.00 FOR DEBT SECURI TIES ;
AUTHORITY IS VALID AS STIPULATED BY LAW
14. AUTHORIZE THE BOARD TO ISSUE COMPOUND SECURITIES Management
WITHOUT PREFERENTIAL SUBSCRIP TION RIGHT, GIVING
ACCESS TO THE EXISTING SHARES OR SHARES TO BE
ISSUED, NOT E XCEEDING EUR 400,000,000.00 EUR
3,000,000,000.00 FOR DEBT SECURITIES AND THE
LIKE ; IT MAY GIVE A PRIORITY TO SUBSCRIBE TO
THE EXISTING SHAREHOLDERS; AUTH ORITY IS VALID
AS LONG AS IT IS PERMITTED BY LAW
15. APPROVE THAT THE BOARD MAY USE RESOLUTIONS 9, Management
12 AND 14 OR EXTRAORDINARY RESOL UTIONS 15 AND
17 OF THE GENERAL MEETING OF 07 MAY 2003, TO
REMUNERATE SECURITI ES BROUGHT BY SHAREHOLDERS
IN THE FRAME OF AN EXCHANGE BID LAUNCHED BY CAP
GEM INI ON THEIR COMPANY; THE PRICE OF SUCH SHARES
SHALL BE FIXED AS STIPULATED BY LAW AND NOT AS
STIPULATED IN SAID RESOLUTIONS; THE ISSUE PERIOD
SHALL CORRESP OND TO THE PERIODS SET IN SAID
RESOLUTIONS; THIS RESOLUTION DOES NOT CANCEL
RE SOLUTIONS 1 AND 2 OF THE GENERAL MEETING OF
18 DEC 2003
16. APPROVE THAT THE GLOBAL AMOUNT OF THE SHARE CAPITAL Management
INCREASE RESULTING FROM RE SOLUTIONS 9, 11, 12,
13, 14 AND 15 OR EXTRAORDINARY RESOLUTIONS 14,
15, 16 AND 17 OF THE CGM OF 07 MAY 2003 SHALL
BE INCLUDED IN THE LIMIT SET FOR RESOLUTIO N
8, BRINGING THE SHARE CAPITAL TO A MAXIMUM AMOUNT
OF EUR 1,600,000,000.00; R ESOLUTIONS 11, 12,
13 AND 14 SUPERSEDE EXTRAORDINARY RESOLUTIONS
18, 19, 20 AN D 21 OF THE CGM OF 07 MAY 2003
17. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THE MEETING WILL BE HELD ON Non-Voting
THE SECOND CALL 29 APR 2004 INSTE AD OF 15 APR
2004. PLEASE ALSO NOTE THE NEW CUTOFF DATE. IF
YOU HAVE ALREADY S ENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEN D YOUR ORIGINAL INSTRUCTIONS. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
CAPITA GROUP PLC AGM Meeting Date: 04/29/2004
Issuer: G1846J107 ISIN: GB0001734747
SEDOL: 0173474, 5928011
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS THEREON FOR THE YE 31 DEC 2003
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE YE 31 DEC 2003
3. DECLARE A FINAL DIVIDEND OF 2.7P PER ORDINARY Management For
SHARE OF THE COMPANY
4. RE-ELECT MR. R.M. ALDRIDGE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH THE COMPANY
S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. P.E.B. CAWDRON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDAN CE WITH THE COMPANY
S ARTICLES OF ASSOCIATION
6. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY
7. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF ERNST & YOUNG LLP
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND IN ACC ORDANCE WITH
SECTION 80(1) OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURI TIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 4,403,547; AUTH
ORITY EXPIRES AT THE CONCLUSION OF THE AGM OF
THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) FOR CASH PURSUANT
TO THE AUTHORITY CON FERRED BY RESOLUTION 8,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURIT IES:
A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFER OF SECURI TIES IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL
AMOU NT OF GBP 667,207; AUTHORITY EXPIRES UPON
THE EXPIRY OF AUTHORITY CONFERRED B Y RESOLUTION
8 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIR Y OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO S
UCH EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
ARTICLES OF ASSOCIATION OF THE C OMPANY, TO MAKE
MARKET PURCHASES SECTION 163(3) OF THE COMPANIES
ACT 1985 OF UP TO 66,720,159 ORDINARY SHARES
OF THE COMPANY, AT A MINIMUM PRICE EQUAL TO THE
NOMINAL VALUE OF SUCH SHARE AND UP TO 105% OF
THE AVERAGE MIDDLE MARKET QU OTATIONS FOR ORDINARY
SHARE IN THE COMPANY DERIVED FROM THE LONDON
STOCK EXCHA NGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY IN 2005 OR 18 MON THS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY; ALL SHARES
PURCHASED PURSUANT TO THE AUTHORITY CONFERRED
BY THIS RESOLUTION EITHER BE CANCELLED IMMEDIATELY
ON COMPLETION OF THE PURCHASE OR HELD, SOLD,
TRANSFE RRED OR OTHERWISE DEALT WITH AS TREASURY
SHARES IN ACCORDANCE WITH THE PROVISI ONS OF
THE COMPANIES ACT 1985
- ----------------------------------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC AGM Meeting Date: 04/29/2004
Issuer: G76891111 ISIN: GB0007547838
SEDOL: 0754783, 2337201, 2663003, 5824023
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT AND THE ACCOUNTS Management For
2. APPROVE THE REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT MR. E. BOTIN AS A DIRECTOR Management For
5. RE-ELECT MR. L.K. FISH AS A DIRECTOR Management For
6. RE-ELECT SIR ANGUS GROSSART AS A DIRECTOR Management For
7. RE-ELECT SIR GEORGE MATHEWSON AS A DIRECTOR Management For
8. RE-ELECT MR. G.F. PELL AS A DIRECTOR Management For
9. RE-ELECT MR. I.S. ROBERTSON AS A DIRECTOR Management For
10. RE-ELECT SIR IAIN VALLANCE AS A DIRECTOR Management For
11. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
12. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
13. APPROVE TO RENEW THE AUTHORITY TO ALLOT THE SHARES Management For
14. APPROVE TO RENEW AND AMEND THE PRE-EMPTION AUTHORITY Management For
15. APPROVE THE PURCHASE OF OWN SHARES Management For
16. APPROVE TO CREATE THE ADDITIONAL DOLLAR PREFERENCE Management For
SHARES AND RENEW THE AUTHOR ITY TO ALLOT THE
PREFERENCE SHARES
17. APPROVE THE AMENDMENTS TO THE TERMS OF THE PREFERENCE Management For
SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
ARCELOR S A OGM Meeting Date: 04/30/2004
Issuer: L0218T101 ISIN: LU0140205948 BLOCKING
SEDOL: 7281875, 7281886, 7285402, 7286223
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE BOARD OF THE DIRECTORS Management Take No Action
AND OPINIONS OF THE INDEPENDE NT AUDITOR ON THE
ANNUAL ACCOUNTS AND THE CONSOLIDATED ACCOUNTS
FOR THE FY 200 3
2. APPROVE ALL ELEMENTS OF THE ANNUAL ACCOUNTS FOR Management Take No Action
THE FY 2003 WHICH SHOW A TOTAL PROFIT FOR ARCELOR
S.A. OF EUR 505,931,497.56
3. APPROVE ALL THE ELEMENTS OF THE CONSOLIDATED Management Take No Action
ACCOUNTS FOR THE FY 2003
4. APPROVE THE ALLOCATION OF RESULTS AND DETERMINE Management Take No Action
THE DIRECTORS EMOLUMENTS AND OF THE DIVIDEND
AS SPECIFIED
5. GRANT DISCHARGE TO THE DIRECTORS FOR THE FY 2003 Management Take No Action
6. ACKNOWLEDGE THE RESIGNATION OF MR. JEAN LAPEYRE Management Take No Action
WHICH TOOK PLACE ON 28 AUG 200 3 AND THE RESIGNATION
OF MR. DANIEL BOUTON EFFECTIVE ON 30 APR 2004;
AND APPOI NT MR. MICHEL MARTI AND MR. NOEL FORGEARD
AS A NEW MANAGERS, FOR A FULL MANDAT E, SO THAT
THEIR MANDATES WILL EXPIRE AT THE AGM TO BE HELD
IN 2009
7. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management Take No Action
WITH FULL POWER OF SUBSTITUTI ON, AS WELL AS
THE CORPORATE BODIES OF THE OTHER COMPANIES IN
THE GROUP REFERR ED TO IN ARTICLE 49BIS OF THE
LUXEMBOURG LAW ON COMMERCIAL COMPANIES (LAW)
TO ACQUIRE SHARES OF THE COMPANY IN ACCORDANCE
WITH THE CONDITIONS PROVIDED BY TH E LAW
8. APPOINT KPMG AUDIT, SOCIETE CIVILE, AS THE INDEPENDENT Management Take No Action
AUDITOR TO REVIEW THE A CCOUNTS OF ARCELOR, SOCIETE
ANONYME, AND THE CONSOLIDATED ACCOUNTS OF THE
ARCE LOR GROUP FOR THE FY 2005
- ----------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH OGM Meeting Date: 04/30/2004
Issuer: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: 6384548, 7146327, 7154706, 7171589
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS.
- ----------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH AGM Meeting Date: 04/30/2004
Issuer: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: 6384548, 7146327, 7154706, 7171589
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE PARENT COMPANY Management
S FINANCIAL STATEMENTS FOR 2003 AND THE GROUPS
CONSOLIDATED FINANCIAL STATEMENTS FOR 2003
2. GRANT DISCHARGE THE ACTS OF THE MEMBERS OF THE Management
BOARD OF DIRECTORS AND THE EXEC UTIVE BOARD
3.1 APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management
3.2 APPROVE THE REDUCTION OF SHARE CAPITAL FOR THE Management
PURPOSE OF REPAYMENT OF PAR VAL UE TO SHAREHOLDERS;
AMEND THE ARTICLES OF ASSOCIATION
4.1a RE-ELECT MR. THOMAS D. BELL TO THE BOARD OF DIRECTORS Management
4.1b RE-ELECT MR. AZIZ R. D. SYRIANI TO THE BOARD Management
OF DIRECTORS
4.1c ELECT MR. PETER F. WEIBEL TO THE BOARD OF DIRECTORS Management
4.1d ELECT MS. NOREEN DOYLE TO THE BOARD OF DIRECTORS Management
4.1e ELECT MR. DAVID W. SYZ TO THE BOARD OF DIRECTORS Management
4.2 ELECT THE PARENT COMPANY S INDEPENDENT AUDITORS Management
AND THE GROUP S INDEPENDENT AU DITORS
4.3 ELECT THE SPECIAL AUDITORS Management
5.1 AMEND THE PARAGRAPH 4 AND 5 OF ARTICLE 7 OF THE Management
ARTICLES OF ASSOCIATION
5.2 APPROVE TO DELETION OF PROVISIONS CONCERNING Management
CONTRIBUTIONS IN KIND IN ARTICLES OF ASSOCIATION
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
* TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Non-Voting
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RE-REGISTRATION DEADLINE. THEREFORE,
AD P CUTOFF DATE FOR THIS MEETING IS CALCULATED
BASED ON THE RE-REGISTRATION DEAD LINE SET BY
THE MARKET. HOWEVER, SHAREHOLDERS THAT ARE ALREADY
REGISTERED AT T HE COMPANY BOOKS ARE ENTITLED
TO SUBMIT THEIR VOTING INSTRUCTIONS UP UNTIL
19 APR 2004. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
- ----------------------------------------------------------------------------------------------------------------------------------
TELEFONICA SA OGM Meeting Date: 04/30/2004
Issuer: E90183182 ISIN: ES0178430E18
SEDOL: 0798394, 2608413, 5720972, 5732524, 5736322, 5786930, 6167460
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
I. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF TELEFONICA,
S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES,
AS WELL A S 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 2003 FINANC IAL YEAR
II. SHAREHOLDER REMUNERATION, DISTRIBUTION OF DIVIDENDS Management For
FROM 2003 NET INCOME AND F ROM THE ADDITIONAL
PAID-IN CAPITAL RESERVE
III. DESIGNATION OF THE ACCOUNTS AUDITOR FOR THE 2004 Management For
FISCAL YEAR
IV. AUTHORIZATION FOR THE ACQUISITION OF TREASURY Management For
STOCK, DIRECTLY OR THROUGH GROUP COMPANIES
V. APPROVAL, IF APPROPRIATE, OF THE REGULATIONS Management For
OF THE GENERAL MEETING OF SHAREHO LDERS OF TELEFONICA
S.A.
VI. DELEGATION OF POWERS TO FORMALIZE, CONSTRUE, Management For
CORRECT AND EXECUTE THE RESOLUTIO NS ADOPTED
BY THE ANNUAL GENERAL SHAREHOLDER S MEETING
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
REVISED WORDING OF THE RESOLUTI ONS. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY F ORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting Non-Vote Proposal
CONCERNING TELEFONICA SA CAN ALS O BE VIEWED
IN THE COMPANY S WEBSITE: HTTP://WWW.TELEFONICA.COM/HOME_ENG.HTML
. THANK YOU.
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting Non-Vote Proposal
THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
IMERYS MIX Meeting Date: 05/03/2004
Issuer: F49644101 ISIN: FR0000120859 BLOCKING
SEDOL: 4457765, 5827077
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1.
O.1 RECEIVE THE EXECUTIVE COMMITTEE S, SUPERVISORY Management
BOARD S REPORTS, AND THE GENERA L AUDITORS REPORT,
AND APPROVE THE ACCOUNTS AND THE BALANCE SHEET
FOR THE FY 2003
O.2 ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS WERE PRESENTED, Management
AND THAT THE EXECUTIVE C OMMITTEE S AND THE SUPERVISORY
S REPORTS FOR THE GROUP IS INCLUDED IN THESE
RE PORTS
O.3 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLES L.225-86 TO
L.225-90 OF THE FRENCH COMMERCIAL LAW
O.4 APPROVE THE APPROPRIATION OF THE PROFITS: PROFITS Management
FOR THE FY: EUR 151,302,401. 63 PRIOR RETAINED
EARNINGS: EUR 165,604,400.56 DISTRIBUTABLE PROFITS:
EUR 316, 906,802.19, AS FOLLOWS: THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 5. 00 WITH
A CORRESPONDING TAX CREDIT OF EUR 2.50, REPRESENTING
A GLOBAL DIVIDEND OF EUR 79,353,725.00; THIS
DIVIDEND WILL BE PAID ON 18 MAY 2004; BALANCE
CARR IED FORWARD: EUR 237,553,077.19 IN ACCORDANCE
WITH THE PROVISIONS OF THE LAW
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management
DESMARAIS, JR. AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JOCELYN Management
LEFEBVRE AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEWS THE TERM OF OFFICE OF MR. ERIC Management
LE MOYNE DE SERIGNY AS A MEMB ER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. YVES-RENE Management
NANOT AS A MEMBER OF THE SUPERVISORY BOARD FOR
A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. EDOUARD Management
DE ROTHSCHILD AS A MEMBER O F THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERMS OF OFFICE UP TO THE Management
YEAR 2010 OF THE FIRMS ERNST AN D YOUNG AUDIT,
DELOITTE TOUCHE TOHMATSU AS THE COMPANY S STATUTORY
AUDITORS MR . JEAN-MARC MONTSERRAT AND THE FIRM
BEAS AS THE COMPANY S DEPUTY AUDITORS
O.11 APPROVE THE IMERYS ACTIONNARIAT SALARIE 2003 Management
PLAN, APPLICABLE IN THE UNITED ST ATES, RELATIVE
TO THE COMPANY S SHARES OFFER OF SALE; AND AUTHORIZE
THE EXECUT IVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORM ALITIES
O.12 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE THE Management
COMPANY S SHARES ON THE STOCK E XCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITI ONS: MAXIMUM PURCHASE PRICE: EUR 260.00
MINIMUM SELLING PRICE: EUR 100.00 MAXI MUM NUMBER
OF SHARES TO BE TRADED: 10% IF THE RESOLUTION
13 BELOW, RELATIVE TO THE SPLITTING OF THE IMERYS
SHARE NOMINAL BY 4, IS ADOPTED, THE CONDITIONS
WI LL BE THE FOLLOWING: MAXIMUM PURCHASE PRICE:
EUR 65.00 MINIMUM SELLING PRICE: EUR 25.00 MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT EN D OF 18 MONTHS AND REPLACES ANY
PREVIOUS DELEGATION GIVEN TO THE EXECUTIVE CO
MMITTEE RELATIVE TO THE REPURCHASE BY THE COMPANY
OF ITS OWN SHARES; AND THE E XECUTIVE COMMITTEE
BE AUTHORIZED TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.13 APPROVE TO DIVIDE THE NOMINAL VALUE OF THE IMERYS Management
SHARE BY 4; CONSEQUENTLY, IT S NOMINAL VALUE
IS OF EUR 2.00; THE SHARES OF A NOMINAL VALUE
OF EUR 8.00 ON 0 1 JAN 2004, WILL BE EXCHANGED
WITH A RATIO OF 4 NEW IMERYS SHARES FOR 1 PARENT
IMERYS SHARE IN ACCORDANCE WITH THE ARTICLE 20
OF ASSOCIATIONS, THE NUMBER OF SHARES OWNED BY
EACH OF THE MEMBERS OF THE SUPERVISORY BOARD
WAS: 20 IMERYS S HARES OF A PAR VALUE OF EUR
8.00, FIXED FROM NOW ON TO 80 IMERYS SHARES OF
A P AR VALUE OF EUR 2.00; MODIFY THE ARTICLE
OF ASSOCIATIONS NO. 6 SHARE CAPITAL AND 20
COMPANY S SHARES OWNED BY THE MEMBERS OF THE
SUPERVISORY BOARD ; AND THE EXECUTIVE COMMITTEE
BE AUTHORIZED TO TAKE ALL NECESSARY MEASURES
AND ACCOM PLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management
WITH THE SUBSCRIPTION PREFERENTIA L RIGHT, IN
FRANCE OR ABROAD, WITH THE ISSUE OF THE COMPANY
S SHARES AND SECUR ITIES, GRANTING THE RIGHT
TO SUBSCRIBE TO THE COMPANY S SHARES WITH THE
SAME R IGHTS AS THE PARENT SHARES MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES: EUR 2,00 0,000,000.00
MAXIMUM NOMINAL AMOUNT OF CAPITAL INCREASE: EUR
60,000,000.00; A UTHORITY EXPIRES AT THE END
OF 26 MONTHS AND REPLACES ANY PREVIOUS DELEGATION
RELATIVE TO THE ISSUE OF THE COMPANY S SHARES
WITH THE SUBSCRIPTION PREFERENT IAL RIGHT; AND
THE EXECUTIVE COMMITTEE BE AUTHORIZED TO TAKE
ALL NECESSARY MEA SURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management
WITHOUT THE SUBSCRIPTION PREFEREN TIAL RIGHT,
IN FRANCE OR ABROAD, WITH THE ISSUE OF THE COMPANY
S SHARES AND SE CURITIES, GRANTING THE RIGHT
TO SUBSCRIBE TO THE COMPANY S SHARES WITH THE
SAM E RIGHTS AS THE PARENT SHARES MAXIMUM NOMINAL
AMOUNT OF DEBT SECURITIES: EUR 2 ,000,000,000.00
MAXIMUM NOMINAL AMOUNT OF CAPITAL INCREASE: EUR
60,000,000.00; AUTHORITY EXPIRES AT THE END OF
26 MONTHS AND REPLACES ANY PREVIOUS DELEGAT
ION RELATIVE TO THE ISSUE OF THE COMPANY S SHARES
WITHOUT THE SUBSCRIPTION PRE FERENTIAL RIGHT;
AND THE EXECUTIVE COMMITTEE BE AUTHORIZED TO
TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
E.16 AUTHORIZE THE EXECUTIVE COMMITTEE IN ORDER TO Management
INCREASE THE COMPANY SHARE CAPIT AL ON ITS SOLE
DECISION BY A MAXIMUM NOMINAL AMOUNT OF EUR 60,000,000.00
- ----------------------------------------------------------------------------------------------------------------------------------
SCANIA AB AGM Meeting Date: 05/03/2004
Issuer: W76082119 ISIN: SE0000308280
SEDOL: 5038943, 5180468
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
* OPENING OF THE AGM Non-Voting Non-Vote Proposal
* ELECT THE CHAIRMAN OF THE AGM Non-Voting Non-Vote Proposal
* APPROVE THE VOTING LIST Non-Voting Non-Vote Proposal
* APPROVE THE AGENDA Non-Voting Non-Vote Proposal
* ELECT 2 PERSONS TO ATTEST TO THE MINUTES OF THE Non-Voting Non-Vote Proposal
PROCEEDINGS
* APPROVE TO DETERMINE WHETHER THE AGM HAS BEEN Non-Voting Non-Vote Proposal
DULY CONVENED
* RECEIVE THE ANNUAL ACCOUNTS AND THE AUDITORS Non-Voting Non-Vote Proposal
REPORTS FOR THE COMPANY AND THE SCANIA GROUP
* RECEIVE THE REPORT ON THE WORK OF THE BOARD OF Non-Voting Non-Vote Proposal
DIRECTORS AND ITS AUDIT AND REM UNERATION COMMITTEES
* AUTHORIZE THE PRESIDENT TO ADDRESS Non-Voting Non-Vote Proposal
A. APPROVE AND ADOPT THE INCOME STATEMENTS AND THE Management For
BALANCE SHEETS OF THE COMPANY AND THE GROUP
B. APPROVE THE ALLOCATION OF INCOME ACCORDING TO Management For
THE ADOPTED BALANCE SHEET AND TH E RECORD FOR
THE DIVIDEND OF SEK 6.00 IS 06 MAY 2004
C. GRANT DISCHARGE TO THE DIRECTORS AND THE PRESIDENT Management For
FROM THEIR LIABILITY FOR TH E FY
D. APPROVE THE NUMBER OF BOARD MEMBERS AT 9 Management For
E. APPROVE THE REMUNERATION OF THE BOARD OF DIRECTORS Management For
AT SEK 3,450,000
F. APPROVE THE REMUNERATION OF THE AUDITORS Management For
G.1 RE-ELECT MR. PEGGY BRUZELIUS AS A BOARD MEMBER Management For
G.2 RE-ELECT MR. ANDREAS DEUMELAND AS A BOARD MEMBER Management For
G.3 RE-ELECT MR. BERND PISCHETSRIEDER AS A BOARD MEMBER Management For
G.4 RE-ELECT MR. LOTHAR SANDER AS BOARD A MEMBER Management For
G.5 RE-ELECT MR. ROLF STOMBERG AS BOARD A MEMBER Management For
G.6 RE-ELECT MR. MARCUS WALLENBERG AS A BOARD MEMBER Management For
G.7 RE-ELECT MR. LEIF OSTLING AS A BOARD MEMBER Management For
G.8 ELECT MR. VITO H. BAUMGARTNER AS A BOARD MEMBER Management For
G.9 ELECT MR. SUNE CARLSSON AS A BOARD MEMBER Management For
H. APPROVE THE INFORMATION ABOUT THE AUDITORS AND Management For
THE DEPUTY AUDITORS
I. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder For
PROPOSAL: APPOINT THE NOMI NATION COMMITTEE
CONSISTING 3 TO 5 PERSONS INDEPENDENT OF THE
COMPANY AND REPR ESENTING THE COMPANY S OWNERS
AND A REPRESENTATIVE OF THE SMALLER SHAREHOLDERS
BE INCLUDED ON THE COMMITTEE
J. APPROVE THAT THE 4 OF THE LARGEST SHAREHOLDERS Management Against
SHALL EACH APPOINT THEIR REPRES ENTATIVE WHO
MAY NOT BE MEMBER OF THE COMPANY S BOARD OF DIRECTORS
WHO, TOGE THER WITH THE CHAIRMAN OF THE BOARD,
WORK OUT A PROPOSAL FOR THE BOARD OF DIRE CTORS
TO BE SUBMITTED TO THE AGM FOR A DECISION
- ----------------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC AGM Meeting Date: 05/06/2004
Issuer: G72899100 ISIN: GB0007099541
SEDOL: 0709954
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Management For
THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2003
WITH THE AUDITORS REPORT THEREON
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003
3. RE-ELECT MR. J W BLOOMER AS A DIRECTOR Management For
4. RE-ELECT MR. P.A.J. BROADLEY AS A DIRECTOR Management For
5. RE-ELECT MR. R.O. ROWLEY AS A DIRECTOR Management For
6. ELECT MS. K.A.O. DONOVAN AS A DIRECTOR Management For
7. ELECT MS. B. A. MACASKILL AS A DIRECTOR Management For
8. ELECT MR. M. NORBOM AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS AND Management For
AUTHORIZE THE DIRECTORS TO FIX T HE AMOUNT OF
THEIR REMUNERATION
10. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPE NDITURE SECTION 347A OF THE ACT
UP TO A MAXIMUM AGGREGATE SUM OF GBP 50,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
IN 2007 ; AND THE COMPANY MAY ENTER IN TO A CONTRACT
OR UNDERTAKING UNDER THIS AUTHORITY PRIOR TO
ITS EXPIRY , MAY BE PERFORMED WHOLLY OR PARTLY
AFTER SUCH EXPIRY AND MAY MAKE DONATIONS T O
EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL
EXPENDITURE IN PURSUANCE O F SUCH CONTRACTS OR
UNDERTAKINGS AS IF THE SAID AUTHORITY HAD NOT
EXPIRED
11. AUTHORIZE THE EGG PLC, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPE NDITURE SECTION 347A OF THE ACT
UP TO A MAXIMUM AGGREGATE SUM OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
IN 2007 ; AND EGG PLC MAY ENT ER IN TO A CONTRACT
OR UNDERTAKING UNDER THIS AUTHORITY PRIOR TO
ITS EXPIRY, W HICH MAY BE PERFORMED WHOLLY OR
PARTLY AFTER SUCH EXPIRY AND MAY MAKE DONATION
S TO EU POLITICAL ORGANIZATIONS AND INCUR EU
POLITICAL EXPENDITURE IN PURSUANC E OF SUCH CONTRACTS
OR UNDERTAKINGS AS IF THE SAID AUTHORITY HAD
NOT EXPIRED
12. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM GBP 150 M ILLION TO GBP 170
MILLION AND USD 20 MILLION AND EUR 20 MILLION,
BY THE CREATI ON OF 2 BILLION STERLING PREFERENCE
SHARES OF 1 PENCE EACH, 2 BILLION DOLLAR P REFERENCE
SHARES OF 1 CENT EACH AND 2 BILLION EURO PREFERENCE
SHARES OF 1 CENT EACH
13. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 12 AND WITHOUT P REJUDICE TO ANY
OTHER AUTHORITY CONFERRED ON THE DIRECTORS BY
ARTICLE 12 OF TH E COMPANY S ARTICLES OF ASSOCIATION,
TO ALLOT ALL OF THE STERLING PREFERENCE S HARES,
THE DOLLAR PREFERENCE SHARES AND THE EURO PREFERENCE
SHARES BE GRANTED FOR A PERIOD EXPIRING 5 YEARS
FROM THE DATE OF THIS RESOLUTION AND FOR THAT
PE RIOD THE SECTION 80 AMOUNT IN RESPECT OF THE
COMPANY S PREFERENCE SHARES SHALL BE GBP 20 MILLION
IN RESPECT OF THE STERLING PREFERENCE SHARES,
USD 20 MILLIO N IN RESPECT OF THE DOLLAR PREFERENCE
SHARES AND EUR 20 MILLION IN RESPECT OF THE EURO
PREFERENCE SHARES
14. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 12 OF THE COMPANY S ARTICLES
OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES
SECTION 80 O F THE COMPANIES ACT 1985 OF GBP
33,480,000; AUTHORITY EXPIRES AT THE CONCLUS
ION OF THE NEXT AGM
S.15 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 14 AND THE POWER CONFERRED ON THE
DIRECTORS BY ARTICLE 13 OF THE COMPANY S ARTICLES
OF ASSOCIA TION, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 UP TO A
MAXIMUM NOMINAL AGGREGATE AMOUNT OF GBP 5,000,000
FOR CASH SECTION 94(3A) O F THE ACT DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
; AUTH ORITY EXPIRES AT THE END OF THE NEXT
AGM OF THE COMPANY
S.16 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 58 Management For
OF THE COMPANY S ARTICLES OF ASS OCIATION AND
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES
ACT 1985 TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF UP TO 200 MILLI
ON ORDINARY SHARES OF 5 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 5 PENCE
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR A N ORDINARY SHARE DERIVED FROM THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCH ANGE,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE END OF THE AGM OF
THE COMPANY TO BE HELD IN 2005 OR 18 MONTHS ;
AND THE COMPA NY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT OR CONTRACTS TO PURCHASE ORDINARY
S HARES WHICH WOULD OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY AND MA Y MAKE A PURCHASE
OF ORDINARY SHARES IN PURSUANCE OF ANY SUCH CONTRACT
OR CONT RACTS AS IF THE POWER CONFERRED HEREBY
HAD NOT EXPIRED
S.17 APPROVE THE NEW ARTICLES 4,178 AND 178A OF THE Management For
ARTICLES OF ASSOCIATION IN SUBS TITUTION FOR
AND TO THE EXCLUSION OF THE EXISTING ARTICLES
4 AND 178
* TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
REVISED WORDING OF THE RESOLUTI ONS. 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.
- ----------------------------------------------------------------------------------------------------------------------------------
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN AGM Meeting Date: 05/06/2004
Issuer: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. ACKNOWLEDGE THE FINANCIAL STATEMENTS AND THE Management
ANNUAL REPORT FOR THE FY 2003 WIT H THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTIVE Management
PROFIT OF : EUR 949,879,281.43; PAYMENT OF A
DIVIDEND : EUR 0.80 PER ENTITLED SHARE, THE REMAINDER
SHALL BE CA RRIED FORWARD
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT THE KPMG, FRANKFURT AND BERLIN, AS THE Management
AUDITORS FOR THE FY 2004
6. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management
THE INCREASE OF THE SHARE CAPITAL TO EUR 315,413,553
THROUGH THE EXERCISE OF CONVERSION AND OPTION
RIGHTS, AND THE CORRESPONDENT REDUCTION OF THE
CONTINGENT CAPITAL
7. APPROVE TO RENEW THE AUTHORIZATION TO ACQUIRE Management
AND DISPOSE OF OWN SHARES; AUTHO RIZE THE BOARD
OF MANAGING DIRECTORS TO ACQUIRE UP TO 30,000,000
SHARES OF THE COMPANY, AT A PRICE NOT DEVIATING
MORE THAN 20% FROM THEIR MARKET PRICE, ON O R
BEFORE 31 OCT 2005 AND TO SELL THE SHARES ON
THE STOCK EXCHANGE AND TO OFFER THEM TO THE SHAREHOLDERS
FOR SUBSCRIPTION; AND AUTHORIZE THE BOARD TO
DISPOSE OF THE SHARES IN ANOTHER MANNER IF THEY
ARE SOLD AT A PRICE NOT MATERIALLY BE LOW THEIR
MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR WITHIN T HE SCOPE OF THE COMPANY
STOCK OPTION AND LONG TERM INCENTIVE PLANS, AND
TO RET IRE THE SHARES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER RESOLUTION 7
- ----------------------------------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SA MIX Meeting Date: 05/06/2004
Issuer: F86921107 ISIN: FR0000121972 BLOCKING
SEDOL: 4834108, 5395875, 7165463
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE DIRECTORS AND THE SUPERVISORY AUDITORS Management
REPORTS RELATING TO THE FIN ANCIAL STATEMENTS
FOR THE YE 31 DEC 2003
O.2 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management
PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPO RT
O.3 APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-40 FRENCH
COMPANY ACT , UPON THE AGREEMENTS CONCERNED BY
THE ARTICL E L225-38 OF THE LAW
O.4 APPROVE THE INTEGRATION INTO THE ACCOUNT BALANCE Management
CARRIED FORWARD OF: BALANCE C ARRIED FORWARD
OF: THE PART OF THE WITHHOLDING TAX REPAID BY
THE PUBLIC REVENU E DEPARTMENT, I.E.EUR 23,105,796.39,
THE DIVIDEND, ACCRUING TO THE SELF HOLDIN G SHARES,
NON PAID, I.E. EUR 6,459,705.00; THE BALANCE
CARRIED FORWARD TO EUR 29,565,501.39 IT DECIDES
TO ALLOCATE THE DISTRIBUTABLE PROFIT THE FISCAL
YEAR PROFIT OF EUR474,732,413.08 PLUS THE SO
BROUGHT BALANCE CARRIED FORWARD WHIC H AMOUNTS
TO EUR 504,297,914.47, AS FOLLOWS: GLOBAL DIVIDEND:
EUR 255,026,387. 00; WITHHOLDING TAX: EUR 93,331,322.00;
BALANCE CARRIED FORWARD: EUR 504,297,9 14.47;
AND THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.10, WITH A CO RRESPONDING TAX CREDIT
OF EUR 0.55
O.5 APPOINT MR. CAISSE DES DEPOTS ET CONSIGNATIONS Management
AS DIRECTOR FOR A PERIOD OF 4 Y EARS
O.6 APPOINT MR. M. CHRIS C. RICHARDSON AS DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
ALAIN BURQ AS A DIRECTOR FOR A P ERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
ALAIN BOUTON AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
THIERRY BRETON AS A DIRECTOR FOR A PERIOD OF
4 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
WILLY KISSLING AS A DIRECTOR FOR A PERIOD OF
4 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
PIERO SIERRA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.12 APPROVE TO RENEW THE TERM OF OFFICE OF BARBIER Management
FRINAULT ET AUTRES ERNST AND Y OUNG AS THE
STATUTORY AUDITORS PERIOD OF 6 FY
O.13 APPOINT M. PHILIPPE DIU AS THE DEPUTY AUDITOR Management
OF BARBIER FRINAULT ET AUTRES FO R A PERIOD OF
6 FY
O.14 APPOINT MAZARS AND GUERARD AS THE STATUTORY AUDITOR Management
FOR A PERIOD OF 6 FY
O.15 APPOINT M. CHARLES VINCENSINI AS A DEPUTY AUDITOR Management
FOR A PERIOD OF 6 FY
O.16 AUTHORIZE THE BOARD, TO TRADE THE COMPANY S SHARES Management
ON THE STOCK EXCHANGE IN VI EW OF ADJUSTING THEIR
PRICE AS PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 80.00; MINIMUM SELLING PRICE:
EUR 40.00; AND, MAXIMUM NUMBER OF SHA RES TO
BE TRADED: 10%; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS
E.17 AMEND THE ARTICLES OF ASSOCIATION NUMBER 11 Management
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
WITH THE ISSUE OF SHARES AND OTHE R SECURITIES
GIVING ACCESS TO THE ISSUE OF SHARES AND OTHER
SECURITIES GIVING ACCESS TO THE COMPANY SHARE
CAPITAL, RESERVED TO THE MEMBERS OF AN ENTERPRISE
SAVINGS PLAN FOR A MAXIMUM NOMINAL AMOUNT OF
5% AUTHORITY EXPIRES AT THE END OF 5 YEARS
THE PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS
IS CANCELLED I N FAVOR OF THE BENEFICIARIES AND
THE BOARDS TO CHARGE ALL FEES, RIGHTS AND EXP
ENSES RESULTING FROM THE CAPITAL INCREASE TO
ALL PREMIUMS RESULTING FROM SUCH CAPITAL INCREASE,
AND TO APPROPRIATE FROM THIS AMOUNT SUCH SUMS
AS ARE REQUIRE D TO BRING THE LEGAL RESERVE TO
TENTH OF THE NEW SHARE CAPITAL AFTER EACH INCR
EASE
E.19 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management
ONE OR SEVERAL STAGES, TO BENEF ICIARIES TO BE
CHOSEN BY IT. STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO SCHNEIDER ELECTRIC S.A. THE MAXIMUM
NUMBER OF STOCK OPTIONS, GIVING RIGHT TO S UBSCRIBE
OR THE PURCHASE SHARES, WILL NOT BE SUPERIOR
TO 3% OF THE SHARE CAPIT AL; AUTHORITY EXPIRES
AT THE END OF 38 MONTHS ; AND AUTHORIZE THE EXECUTIVE
C OMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSA RY TO CARRY-OUT
THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO DECREASE Management
THE SHARE CAPITAL BY CANCELING TH E SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHI N A LIMIT OF 10% OVER A 24 MONTHS
PERIOD AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES
E.21 APPROVE THAT THE GENERAL MEETING DECIDES THAT Management
IN PERIOD OF TAKE OVER OR EXCHAN GE, THE BOARD
OF DIRECTORS WILL BE ALLOWED TO UTILIZE THE DELEGATIONS
GRANTED TO IT TO INCREASE THE SHARE CAPITAL,
ONLY IF THE SHARE SAID INCREASE IS ASSIGN ED
TO ALLOW THE REALIZATION OF ADJOURNING PROJECTS
PRESENTED
E.22 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THE MEETING HELD ON 27 APR 2004 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 06
MAY 2004. PLEAS E ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D
O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
HOCHTIEF AG, ESSEN OGM Meeting Date: 05/07/2004
Issuer: D33134103 ISIN: DE0006070006 BLOCKING
SEDOL: 4429902, 5108664
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. PRESENTATION OF HOCHTIEF AKTIENGESELLSCHAFT S Management
ADOPTED ANNUAL FINANCIAL STATEME NTS AND THE
CONSOLIDATED FINANCIAL STATEMENTS APPROVED BY
THE SUPERVISORY BOAR D AS OF 31 DEC 2003, THE
COMBINED MANAGEMENT REPORT OF HOCHTIEF AKTIENGESELLSC
HAFT AND THE GROUP AS WELL AS THE REPORT OF THE
SUPERVISORY BOARD FOR FY 2003
2. THE EXECUTIVE AND SUPERVISORY BOARDS PROPOSE Management
TO DISTRIBUTE THE UNAPPROPRIATED NET PROFIT FOR
FY 2003 TOTALING EUR 45,500,000 WITH A DIVIDEND
OF EUR 0.65 PER NO-PAR VALUE BEARER SHARE TO
THE SHARE CAPITAL OF EUR 179,200,000, COMPRISING
70,000,000 NO-PAR VALUE BEARER SHARES; THE AMOUNT
THAT WOULD BE DISTRIBUTABLE TO THE TREASURY SHARES
HELD BY THE COMPANY ON THE DAY OF THE GENERAL
SHAREHOL DERS MEETING AND WHICH IS TO BE EXECUTED
FROM THE DISBURSEMENT WITHIN THE MEA NING OF
SECTION 71B OF THE AKTIENGESETZ (AKTG- GERMAN
STOCK CORPORATIONS ACT) WILL BE CARRIED FORWARD
TO THE NEW ACCOUNT
3. RATIFY THE MEMBERS OF THE EXECUTIVE BOARD IN Management
FINANCIAL YEAR 2003 FOR THIS PERI OD
4. RATIFY THE MEMBERS OF THE SUPERVISORY BOARD IN Management
FINANCIAL YEAR 2003 FOR THIS PE RIOD
5. THE SUPERVISORY BOARD PROPOSES TO SELECT PWC Management
DEUTSCHE REVISION AKTIENGESELLSCH AFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
FRANKFURT AM MAIN, ESSEN BRANCH, AS THE A UDITOR
FOR FY 2004
6. PLEASE BE ADVISED THAT THE REPORT OF THE EXECUTIVE Management
BOARD TO THE GENERAL SHAREH OLDER S MEETING ON
ITEM 6 OF THE AGENDA WITHIN THE MEANING OF SECTIONS
71(1) N O. 8, 186(3) SENTENCE, (4) SENTENCE 2
OF THE AKTG CAN BE CONSULTED IN THE LINK TITLED
PROXY STATEMENT. AUTHORIZATION OF THE COMPANY
TO UTILIZE TREASURY SHA RES UNDER PARTIAL EXCLUSION
OF THE SHAREHOLDERS STATUTORY SUBSCRIPTION RIGHTS
; THE COMPANY HAS ACQUIRED TREASURY SHARES BASED
ON VARIOUS AUTHORIZATIONS BY THE GENERAL SHAREHOLDERS
MEETING. THE LAST AUTHORIZATION TO ACQUIRE TREASURY
SHARES ISSUED BY THE GENERAL SHAREHOLDERS MEETING
ON 28 JUN 2000 WITHIN THE M EANING OF SECTION
71 (1) NO. 8 OF THE AKTG HAS A LIMITED TERM TO
27 DEC 2001. IRRESPECTIVE OF ANY OTHER EXISTING
AUTHORIZATIONS FOR THE UTILIZATION OF TREAS URY
SHARES, THE FOLLOWING PROPOSED RESOLUTION REGULATES
THE UTILIZATION OF TRE ASURY SHARES WHICH HAVE
ALREADY BEEN ACQUIRED AS A RESULT OF THE AUTHORIZATION
DETAILED ABOVE OR EARLIER AUTHORIZATIONS WITHIN
THE MEANING OF SECTION 71 (1) NO. 8 OF THE AKTG;
THE SUPERVISORY AND EXECUTIVE BOARDS PROPOSED
THE FOLLOWIN G RESOLUTION: A) THE AUTHORIZATION
ISSUED BY THE GENERAL SHAREHOLDERS MEETING ON
4 JUN 2003 FOR THE UTILIZATION OF TREASURY SHARES
WILL BE REVOKED FROM THE DATE ON WHICH THIS AUTHORIZATION
BECOMES EFFECTIVE. THE REGULATION REACHED ON
28 JUN 2000 REGARDING THE AUTHORIZATION BY THE
GENERAL SHAREHOLDERS MEETING ON 21 JUN 1999
FOR THE UTILIZATION OF TREASURY SHARES CONTINUES
TO APPLY; B) T HE EXECUTIVE BOARD IS AUTHORIZED,
WITHIN THE APPROVAL OF THE SUPERVISORY BOARD
, TO UTILIZE THE COMPANY S TREASURY SHARES WHICH
WERE ACQUIRED AS A RESULT OF THE AUTHORIZATION
ISSUED ON 28 JUN 2000 OR AS A RESULT OF EARLIER
AUTHORIZATIO N RESOLUTIONS WITHIN THE MEANING
OF SECTION 71 (1) NO. 8 OF THE AKTG AS FOLLOW
S: AA) THEY CAN BE SOLD VIA THE STOCK EXCHANGE
OR AN OFFERING TO SHAREHOLDERS; BB) THEY CAN
ALSO BE SOLD OTHER THAN VIA THE STOCK EXCHANGE
OR AN OFFERING TO SHAREHOLDERS, IF THE SHARES
ARE SOLD AGAINST CASH COMPENSATION FOR A PRICE
WH ICH IS NOT SIGNIFICANTLY LESS THAN THE STOCK
MARKET PRICE FOR SHARES OF THE CO MPANY THAT
CARRY THE SAME RIGHTS AT THE TIE OF THE SALE.
HOWEVER, THIS AUTHORI ZATION ONLY APPLIES UNDER
THE CONDITION THAT THE TREASURY SHARES THUS SOLD
TOG ETHER WITH ANY SHARES TO BE ISSUED UNDER
EXCLUSION OF SUBSCRIPTION RIGHTS WITH IN THE
MEANING OF SECTION 186 (3) SENTENCE 4 ON THE
AKTG MAY NOT EXCEED A TOTA L OF 10% OF THE SHARE
CAPITAL, EITHER ON THE DATE THIS BECOMES EFFECTIVE
OR ON THE DATE ON WHICH THIS AUTHORIZATION IS
EXERCISED; CC) THEY MAY BE OFFERED AN D/OR TRANSFERRED
TO THE EXTENT THAT THIS OFFER/TRANSFER IS MADE
WITH THE PURPO SE OF ACQUIRING COMPANIES, PARTS
OF COMPANIES OR PARTICIPATING INTERESTS IN CO
MPANIES OR FOR BUSINESS COMBINATIONS; DD) THEY
MAY BE USED TO FLOAT SHARES OF THE COMPANY ON
FOREIGN STOCK MARKETS ON WHICH SHARES OF THE
COMPANY WERE NOT P REVIOUSLY ADMITTED TO TRADING.
THE PRICE AT WHICH THESE SHARES ARE INITIALLY
L ISTED ON FOREIGN STOCK EXCHANGES MAY NOT BE
MORE THAN 5% LESS (WITHOUT INCIDEN TAL ACQUISITION
COSTS) THAN THE ARITHMETIC AVERAGE OF THE CLOSING
AUCTION PRIC E FOR SHARES OF THE CORRESPONDING
TYPE IN XETRA TRADING (OR IN A FUNCTIONALLY COMPARABLE
SUCCESSOR SYSTEM WHICH IS USED IN LIEU OF THE
XETRA SYSTEM) ON THE FRANKFURT STOCK EXCHANGE
DURING THE LAST THREE TRADING DAYS BEFORE THE
DATE OF THE LAUNCH ON THE FOREIGN STOCK EXCHANGE
(WITHOUT INCIDENTAL ACQUISITION COST S); EE)
THEY MAY BE OFFERED FOR ACQUISITION TO PERSON
WHO ARE OR WERE EMPLOYED BY THE COMPANY OR ONE
OF ITS ASSOCIATED COMPANIES; FF) THEY MAY BE
USED TO PA Y COMPENSATION TO SHAREHOLDER WITHIN
THE MEANING OF SECTIONS 305 (2), 320B OF THE
AKTG OR SECTION 29 (1) OF THE UMWANDLUNGSGESETZ
(UMWG - GERMAN TRANSFORMAT ION ACT), SECTION
29 (1) IN CONNECTION WITH SECTION 125 1 OF THE
UMWG OR SECTI ON 207 (1) SENTENCE 1 OF THE UMWG;
GG) THE EXECUTIVE BOARD MAY WITHDRAW TREASU RY
SHARES WITH THE APPROVAL OF THE SUPERVISORY BOARD
WITHOUT THIS WITHDRAWAL A ND ITS IMPLEMENTATION
REQUIRING A FURTHER RESOLUTION BY THE GENERAL
SHAREHOLDE RS MEETING. THE WITHDRAWAL MAY BE
MADE WITHOUT A CAPITAL REDUCTION WITHIN THE MEANING
OF SECTION 237 (3) NO. 3 OF THE AKTG IN THAT
THE WITHDRAWAL OF THE SH ARES INCREASES THE PROPORTION
CONSTITUTED BY THE REMAINING NO-PAR VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
SHARE CAPITAL WITHIN THE MEANING OF SECTION 8
(3) OF THE AKTG. THE EXECUTIVE BOARD IS AUTHORIZED
TO AMEND THE NUMBER OF SHARES STATED IN THE ARTICLE
OF ASSOCIATION ACCORDINGLY WITHIN THE M EANING
OF SECTION 237 (3) NO. 3, SECOND HALF SENTENCE
OF THE AKTG; C) ALL OF T HE ABOVE AUTHORIZATIONS
MAY BE EXERCISED ON ONE OR SEVERAL OCCASIONS,
IN WHOLE OR IN PART; D) THE SHAREHOLDERS SUBSCRIPTION
RIGHTS TO THESE TREASURY SHARES IS EXCLUDING
TO THE EXTENT THAT THESE ARE UTILIZED ACCORDING
TO THE ABOVE AUT HORIZATION UNDER B), AA) - GG)
ABOVE
7. PLEASE BE ADVISED THAT THE REPORT OF THE EXECUTIVE Management
BOARD TO THE GENERAL SHAREH OLDER S MEETING ON
ITEM 7 OF THE AGENDA WITHIN THE MEANING OF SECTIONS
71(1) N O. 8, 186(3) SENTENCE, (4) SENTENCE 2
OF THE AKTG CAN BE CONSULTED IN THE LINK TITLED
PROXY STATEMENT. AUTHORIZATION OF THE COMPANY
TO ACQUIRE TREASURY SHA RES AND TO USE THESE
UNDER PARTIAL EXCLUSION OF THE SHAREHOLDERS
STATUTORY SU BSCRIPTION RIGHTS; THE SUPERVISORY
AND EXECUTIVE BOARDS PROPOSE THE FOLLOWING RESOLUTION:
A) THE COMPANY IS AUTHORIZED TO ACQUIRE TREASURY
SHARES ACCORDING TO SECTION 71 (1) NO. 8 OF THE
AKTG. THIS AUTHORIZATION APPLIES FOR A PERIOD
OF 18 MONTHS UNTIL 6 NOV 2005. IT IS LIMITED
TO 10% OF THE SHARE CAPITAL THAT EXISTS AT THE
TIME WHEN THE RESOLUTION IS PASSED BY THE GENERAL
SHAREHOLDERS MEETING (THIS CORRESPONDS TO NO-PAR
VALUE BEARER SHARES WITH A THEORETICAL IN TEREST
IN THE SHARE CAPITAL TOTALING EUR 17,920,000.00).
THE AUTHORIZATION AL LOWS THE ACQUISITION OF
TREASURY SHARES IN WHOLE OR IN PARTIAL AMOUNTS
AS WELL AS ACQUISITION ON ONE OR SEVERAL OCCASIONS.
TREASURY SHARES MAY BE ACQUIRED V IA THE STOCK
EXCHANGE OR USING A PUBLIC OFFER TO BUY MADE
TO ALL SHAREHOLDERS. HOCHTIEF AKTIENGESELLSCHAFT
MAY ONLY PAY ONE PRICE PER SHARE WHICH IS NO
MOR E THEN 10% MORE OR LESS THAN THE ARITHMETIC
AVERAGE OF THE PRICES OF NO-PAR VA LUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
CLOSING AUCTION IN XET RA TRADING (OR AN EQUIVALENT
SUCCESSOR SYSTEM) ON FRANKFURT STOCK EXCHANGE
DUR ING THE LAST TEN STOCK MARKET TRADING DAYS
BEFORE THE CONCLUSION OF THE OBLIGA TING TRANSACTION
TO THE EXTENT THAT THE ACQUISITION IS MADE VIA
THE STOCK EXCH ANGE, OR BEFORE PUBLICATION OF
THE DECISION TO ISSUE A PUBLIC OFFER TO BUY,
TO THE EXTENT THAT THE ACQUISITION IS MADE BY
WAY OF A PUBLIC OFFER TO BUY, IRRE SPECTIVE OF
THE INCIDENTAL ACQUISITION COSTS; B) THE EXECUTIVE
BOARD OF HOCHTI EF AKTIENGESELLSCHAFT IS AUTHORIZED,
WITH THE APPROVAL OF THE SUPERVISORY BOAR D,
TO SELL THE ACQUIRED SHARES OTHER THAN VIA THE
STOCK MARKET OR AN OFFERING TO ALL SHAREHOLDERS
IF THE SHARES ARE SOLD FOR CASH COMPENSATION
AT A PRICE WH ICH IS NOT SIGNIFICANTLY LESS THAN
THE STOCK MARKET PRICE OF SHARES OF THE COM PANY
CARRYING THE SAME RIGHTS AT THE TIME OF THE SALE.
THIS EXCLUDES SHAREHOL DERS SUBSCRIPTION RIGHTS.
HOWEVER, THIS AUTHORIZATION ONLY APPLIES UNDER
THE CONDITION THAT THE TREASURY SHARES SOLD UNDER
EXCLUSION OF SUBSCRIPTION RIGHT S WITHIN THE
MEANING OF SECTION 186 (3) SENTENCE 4 OF THE
AKTG MAY NOT EXCEED A TOTAL OF 10% OF THE SHARE
CAPITA, EITHER ON THE DATE THIS BECOMES EFFECTIVE
OR ON THE DATE ON WHICH THIS AUTHORIZATION IS
MADE EXERCISED. THIS RESTRICTIO N TO 10% OF
THE SHARE CAPITAL MUST INCLUDE SHARES THAT ARE
ISSUED UNDER EXCLUS ION OF SUBSCRIPTION RIGHTS
AFTER THIS AUTHORIZATION BECOMES EFFECTIVE AS
A RES ULT OF AN AUTHORIZATION TO ISSUE NEW SHARES
FROM AUTHORIZED CAPITAL WITHIN THE MEANING OF
SECTION 186 (3) SENTENCE 4 OF THE AKTG THAT IS
RESOLVED ON THE DAT E THAT THIS AUTHORIZATION
OR AN AUTHORIZATION WHICH TAKES ITS PLACE. IN
ADDIT ION, THIS RESTRICTION TO 10% OF THE SHARE
CAPITAL MUST INCLUDE ANY SHARES THAT ARE ISSUED
OR ARE TO BE ISSUED TO SERVICE CONVERTIBLE BONDS
OR BONDS WITH WAR RANTS TO THE EXTENT THAT THE
BONDS ARE ISSUED AFTER THIS AUTHORIZATION BECOMES
EFFECTIVE DUE TO AN AUTHORIZATION WHICH APPLIES
ON THE DATE THAT THIS AUTHORI ZATION BECOMES
EFFECTIVE OR AN AUTHORIZATION WHICH TAKES ITS
PLACE UNDER CORRE SPONDING APPLICATION OF SECTION
186 (3) SENTENCE 4 OF THE AKTG UNDER EXCLUSION
OF SUBSCRIPTION RIGHTS. THE EXECUTIVE BOARD OF
HOCHTIEF AKTIENGESELLSCHAFT IS ALSO AUTHORIZED,
WITH THE APPROVAL OF THE SUPERVISORY BOARD, TO
OFFER AND TRA NSFER ACQUIRED TREASURY SHARES
TO THIRD PARTIES OTHER THAN VIA THE STOCK EXCHA
NGE OR AN OFFERING TO ALL SHAREHOLDERS TO THE
EXTENT THAT THIS: AA) OCCURS AS PART OF THE ACQUISITION
OF COMPANIES OR PARTICIPATING INTERESTS THEREIN
OR AS PART OF BUSINESS COMBINATION; OR BB) TO
FLOAT SHARES OF THE COMPANY ON FOREIGN STOCK
MARKETS ON WHICH SHARES OF THE COMPANY WERE NOT
PREVIOUSLY ADMITTED TO TRADING. THE PRICE AT
WHICH THESE SHARES ARE FLOATED ON FOREIGN MARKET
MAY NO T BE MORE THAN 5% LESS THAN THE ARITHMETIC
AVERAGE OF THE SHARE PRICE OF NO-PA R VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
CLOSING AUCTION IN XETRA TRADING ( OR A CORRESPONDING
SUCCESSOR SYSTEM) ON THE FRANKFURT STOCK E XCHANGE
DURING THE LAST THREE STOCK MARKET TRADING DAYS
BEFORE THE DATE OF THE FLOTATION ON THE FOREIGN
STOCK EXCHANGE IRRESPECTIVE OF THE INCIDENTAL
COSTS OF ACQUISITION; OR CC) ARE OFFERED FOR
ACQUISITION TO PERSONS WHO ARE OR WERE EMPLOYED
BY THE COMPANY OR ONE OF ITS ASSOCIATED COMPANIES;
SHAREHOLDERS STAT UTORY SUBSCRIPTION RIGHTS
TO THESE TREASURY SHARES ARE EXCLUDED ACCORDING
TO S ECTION 71 (1) NO. 8, 189 (3), (4) OF THE
AKTG TO THE EXTENT THAT THESE SHARES ARE USED
IN LINE WITH THE ABOVE AUTHORIZATION; IN ADDITION,
THE EXECUTIVE BOAR D IS AUTHORIZED TO WITHDRAW
TREASURY SHARES WITH THE APPROVAL FOR THE SUPERVIS
ORY BOARD WITHOUT THIS WITHDRAWAL AND ITS IMPLEMENTATION
REQUIRING A FURTHER R ESOLUTION BY THE GENERAL
SHAREHOLDERS MEETING. THE WITHDRAWAL MAY BE
MADE WI THOUT A CAPITAL REDUCTION WITHIN THE
MEANING OF SECTION 237 (3) NO. 3 OF THE A KTG
IN THAT THE WITHDRAWAL OF THE SHARES INCREASES
THE PROPORTION CONSTITUTED BY THE REMAINING NO-PAR
VALUE BEARER SHARES OF HOCHTIEF AKTIENGESELLSCHAFT
IN THE SHARE CAPITAL WITHIN THE MEANING OF SECTION
8 (3) OF THE AKTG. THE EXECUT IVE BOARD IS AUTHORIZED
TO AMEND THE NUMBER OF SHARES STATED IN THE ARTICLES
O F ASSOCIATION ACCORDINGLY WITHIN THE MEANING
OF SECTION 237 (3) NO. 3, SECOND HALF SENTENCE
OF THE AKTG; THE ABOVE AUTHORIZATIONS MAY BE
EXERCISED ON ONE OF SEVERAL OCCASIONS, IN WHOLE
OR IN PART TOGETHER OR SINGLY
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE RESOLUTI ONS. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY F ORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
CENTRICA PLC AGM Meeting Date: 05/10/2004
Issuer: G2018Z127 ISIN: GB0005734388
SEDOL: 0573438, 5686104
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2003
3. DECLARE A FINAL DIVIDEND OF 3.7 PENCE PER ORDINARY Management For
SHARE, PAYABLE TO SHAREHOLD ERS ON THE REGISTER
OF MEMBERS ON 30 APR 2004
4. RE-ELECT MR. PHIL BENTLEY AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDA NCE WITH THE
COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. MARK CLARE AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDANC E WITH THE
COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. ROGER CARR AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDANC E WITH THE
COMPANY S ARTICLES OF ASSOCIATION
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY
8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
S.9 APPROVE TO RENEW THE AUTHORITY GRANTED TO THE Management For
DIRECTORS TO ALLOT RELEVANT SECU RITIES BY ARTICLE
13.3 OF THE COMPANY S ARTICLES OF ASSOCIATION
SECTION 80 OF THE COMPANIES ACT 1985 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 37,993,659
16.03% OF THE ISSUED ORDINARY SHARE CAPITAL ON
27 FEB 2004 ; AUTHORITY EXPIRE S THE EARLIER
OF THE CONCLUSION OF AGM IN 2005 OR 09 AUG 2005
; AND THE DIRECT ORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUA
NCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
S.10 APPROVE TO RENEW THE AUTHORITY GRANTED TO THE Management For
DIRECTORS TO ALLOT EQUITY SECURI TIES BY ARTICLE
13.5 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND SUBJECT TO T HE PASSING OF RESOLUTION S.9,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SE CTION 89(1) OF THE COMPANIES ACT 1985 , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS
ISSUE IN F AVOR OF ORDINARY SHAREHOLDERS; B)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 11,
850,317 5% OF THE ISSUED SHARE CAPITAL ; AUTHORITY
EXPIRES THE EARLIER OF TH E CONCLUSION OF AGM
IN 2005 OR 09 AUG 2005 ; AND THE DIRECTORS MAY
ALLOT EQUIT Y SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 10 Management For
OF THE COMPANY S ARTICLES OF ASS OCIATION, TO
MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES ACT 1985 OF UP TO 426,611,414 MILLION
ORDINARY SHARES OF 5.56 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 5.56 PENCE
AND UP TO 105% OF THE AVERAG E MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHA NGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF AGM IN 2005
OR 09 AUG 2005 ; THE COMPANY, BE FORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT 19 85, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION 347A AND TO INCUR
EU POLI TICAL EXPENDITURE 347A UP TO A MAXIMUM
AGGREGATE AMOUNT OF GBP 125,000; AUT HORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF AGM
IN 2005 OR 09 AUG 2005
- ----------------------------------------------------------------------------------------------------------------------------------
ADIDAS-SALOMON AG, HERZOGENAURACH AGM Meeting Date: 05/13/2004
Issuer: D0066B102 ISIN: DE0005003404 BLOCKING
SEDOL: 4031976, 4064154, 7158311
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 577,202,907.64 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER ENTITLED SHARE, EUR
500,000,000 S HALL BE ALLOCATED TO THE REVENUE
RESERVES, EUR 31,749,157.64 SHALL BE CARRIED
FORWARD EX-DIVIDEND AND PAYABLE DATE IS 14 APR
2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT THE SUPERVISORY BOARD Management
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 11,600,000 THROUGH
THE ISSU E OF NEW SHARES AGAINST CASH PAYMENT
WITHIN THE NEXT 5 YEARS; THE NEW SHARES M AY
BE OFFERED TO SHAREHOLDERS BY WAY OF INDIRECT
SUBSCRIPTION RIGHTS, WHICH MA Y BE EXCLUDED FOR
RESIDUAL AMOUNTS AND FOR THE ISSUE OF SHARES
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE
7. APPROVE THE REVOCATION OF THE CONTINGENT CAPITAL Management
OF EUR 23,040,000 DUE TO THE PREVIOUS REVOCATION
OF THE RELATED AUTHORIZATION TO ISSUE WARRANT
OR CONVERTIB LE BONDS AND THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 500,000,000, HAVING
A TERM OF UP TO 30 YEARS AND CONFERRING A CONVERSION
OR OPTION RIGHT FOR NEW SHARES OF THE CO MPANY,
ON OR BEFORE 12 MAY 2009; THE SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTIO N RIGHTS, EXCEPT FOR RESIDUAL
AMOUNTS AND INSOFAR AS SUBSCRIPTION RIGHTS ARE
G RANTED TO HOLDERS OF PREVIOUSLY ISSUED OPTION
OR CONVERSION RIGHTS OR ARE ISSU ED AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE; THE SHARE C APITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 9,100,000 THROUGH THE
ISSUE OF UP TO 3,554,687 NEW NO-PAR SHARES, INSOFAR
AS CONVERSION OR OPTION RIGHTS ARE EXERCISED;
AND APPROVE THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSO CIATION
9. APPROVE TO EXTEND THE TERM OF THE COMPANYS STOCK Management
OPTIONS AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION
10. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 15% FROM THE MARKET PRICE
OF THE SHARES ON OR BEFORE 12 NOV 2005; AUTHORIZE
THE COMPANY TO SELL THE SHARES AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE
SHARES FOR ACQUISITION PURPOS ES OR FOR THE SATISFACTION
OF OPTION OR CONVERTIBLE RIGHTS, TO USE THE SHARES
AS PARTIAL REMUNERATION FOR MEMBERS OF THE BOARD
OF MANAGING DIRECTORS AND TO RETIRE THE SHARES
11. APPOINT KPMG, FRANKFURT, AS THE AUDITORS FOR Management
THE FY 2004
- ----------------------------------------------------------------------------------------------------------------------------------
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN AGM Meeting Date: 05/13/2004
Issuer: D12096109 ISIN: DE0005190003 BLOCKING
SEDOL: 2549783, 5756029, 5757260, 5757271, 7080179, 7158407
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL AND CONSOLIDATED Management
EARNINGS, AS WELL AS THE REPORT OF THE SUPERVISORY
BOARD FOR THE BUSINESS YEAR 2003
2. APPROVE THE APPROPRIATION OF PROFITS AND A POSSIBLE Management
DIVIDEND PAYMENT OF EUR 0. 58 PER ORDINARY SHARE
AND EUR 0.60 PER PREFERENCE SHARE
3. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management
THE MANAGING BOARD FOR 2003
4. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management
THE SUPERVISORY BOARD FOR 2003
5. ELECT KPMG AG, MUENCHEN AS THE AUDITORS Management
6. ELECT THE SUPERVISORY BOARD Management
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL SA MIX Meeting Date: 05/14/2004
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management
REPORT AND THE GENERAL AUDITORS REPORT AND APPROVE
THE ACCOUNTS AND THE BALANCE SHEET OF THE COMPANY
TOTAL S .A. FOR THE FY 2003
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE REPORTS BY THE BOARD OF DIRECTORS Management
AND BY THE AUDITORS HAVING BEEN MADE AVAILABLE
TO THE SHAREHOLDERS, THE CONSOLIDATED BALANCE
SHEET AND THE CON SOLIDATED FINANCIAL STATEMENTS
OF TOTAL S.A. FOR THE FYE 31 DEC 2003
O.4 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management
3,272,172,931.00; PRIOR RETAINE D EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARE
S: 655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD : EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.7 0 WITH A CORRESPONDING TAX CREDIT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOW
ING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUT HORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000 , WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDI
NATED OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT
OF EUR 10,000,000,000.00; AU THORITY EXPIRES
AT THE END OF 5 YEARS
0.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Non-Voting
DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management
TCHURUK AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management
WITH THE PROVISION OF TH E ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 Y EARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. PHIL IPPE MARCHANDISE
AS A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICL E 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. CYRI L MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WH O REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management
THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management
KPMG AUDIT AS THE STATUTORY AU DITOR FOR A PERIOD
OF 6 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management
ALAIN GROSMANN, AS THE DEPUTY AUD ITOR FOR A
PERIOD OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management
WHO REPLACES THE FIRM SAL USTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management
DIRECTORS AS THE ATTENDANCE FE ES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENE FIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PUR CHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVIS IONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPI RES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WAR RANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTH ORITY EXPIRES AT THE
END OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS T O TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management
EMPLOYEES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 129612 DUE TO CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC AGM Meeting Date: 05/17/2004
Issuer: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTOR S REPORT AND THE Management For
FINANCIAL STATEMENTS FOR THE Y E 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2003
3. ELECT MR. H. LAWRENCE CULP AS A DIRECTOR OF THE Management For
COMPANY
4. ELECT MR. CRISPIN DAVIS AS A DIRECTOR OF THE COMPANY Management For
5. ELECT SIR. ROBERT WILSON AS A DIRECTOR OF THE Management For
COMPANY
6. ELECT DR. TACHI YAMADA AS A DIRECTOR OF THE COMPANY Management For
7. RE-ELECT SIR. CHRISTOPHER HOGG AS A DIRECTOR Management For
OF THE COMPANY
8. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For
LLP AS THE AUDITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO T HE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPAN Y
9. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For
REMUNERATION OF THE AUDITORS
10. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPEN DITURE UP TO AN AGGREGATE AMOUNT
NOT EXCEEDING GBP 100,000; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE COMPANY S AGM IN 2005
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE ACT, TO ALLOT EQUITY SE CURITIES SECTION
94 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTI ON 20 PASSED AT THE AGM HELD ON 21
MAY 2001 WHICH EXPIRES AT THE END OF THE CO MPANY
S AGM IN 2006 OR, IF EARLIER ON 20 MAY 2006,
AND /OR WHERE SUCH ALLOTMEN T CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94 (3A), DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT TH IS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WI TH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOM INAL AMOUNT OF GBP 74,330,954 AUTHORITY
EXPIRES AT THE END OF THE NEXT AGM OF THE COMPANY
TO BE HELD IN 2005 OR ON 16 NOV 2005
S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE ACT, TO MAKE MARK ET PURCHASES SECTION
163(3) OF ITS OWN ORDINARY SHARES OF 25 PENCE
EACH, MIN IMUM PRICE OF 25 PENCE AND UP TO AN
AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAIL Y OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EAR LIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY TO BE HELD IN 2005 OR 16 NOV 2005
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE OR DINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
- ----------------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH AGM Meeting Date: 05/18/2004
Issuer: H0010V101 ISIN: CH0012221716 BLOCKING
SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- ----------------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH AGM Meeting Date: 05/18/2004
Issuer: H0010V101 ISIN: CH0012221716 BLOCKING
SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORTING ON THE BUSINESS YEAR 2003 Management
2. APPROVE THE ANNUAL REPORT, THE ACCOUNTS OF THE Management
GROUP AND THE ANNUAL ACCOUNTS 2 003
3. GRANT DISCHARGE THE BOARD OF DIRECTORS AND THE Management
MANAGEMENT
4. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management
5. APPROVE THE ELECTIONS INTO THE BOARD OF DIRECTORS Management
6. ELECT THE AUDITORS AND THE GROUP AUDITOR Management
* PLEASE NOTE THAT THIS IS PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING #122 258, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATI
ON DEADLINE. THEREFORE, ADP CUTOFF DATE FOR
THIS MEETING IS CALCULATED BASED ON THE RE-REGISTRATION
DEADLINE SET BY THE MARKET. HOWEVER, SHAREHOLDERS
THAT ARE ALREADY REGISTERED AT THE COMPANY BOOKS
ARE ENTITLED TO SUBMIT THEIR VOTI NG INSTRUCTIONS
UP UNTIL 05 MAY 2004. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER THE ADP
CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT
BA SIS. THANK YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
- ----------------------------------------------------------------------------------------------------------------------------------
AVENTIS MIX Meeting Date: 05/19/2004
Issuer: F0590R100 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management
THE FY 2003; NET PROFITS FOR TH E FY EUR 847,051,268.13
2. APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY Management
2003; NET CONSOLIDATED PROFITS EU R 1,901,270,000.00
3. APPROVE THE APPROPRIATION PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY EUR 847,051,2 68.13; LEGAL
RESERVE EUR 28,215,607.03; REGULATED RESERVES
EUR 10,000.00; BALA NCE AMOUNT EUR 818,825,661.10
PLUS PRIOR RETAINED EARNINGS EUR 1,449,676,409.1
6 TOTAL TO APPROPRIATE EUR 2,268,502,070.26;
GLOBAL DIVIDEND EUR 657,880,101.7 4; BALANCE
CARRY FORWARD EUR 1,610,621,968.52; NET DIVIDEND
PER SHARE EUR 0.82 WITH EUR 0.41 TAX CREDIT,
TO BE PAID ON 25 JUN 2004
4. APPROVE THE REGULATED AGREEMENTS MENTIONED IN Management
THE SPECIAL AUDITORS REPORT
5. AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management
FOR THE AUTHORITY ON 17 APR 200 3, TO TRADE COMPANY
SHARES ON THE STOCK EXCHANGE, IN VIEW OF ADJUSTING
THEIR P RICE AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE : EUR 100.00; MIN IMUM
SELLING PRICE : EUR 50.00; MAXIMUM NUMBER OF
SHARES TO BE ACQUIRED 80,229 ,280 SHARES FOR
EUR 8,022,928,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONT HS
6. APPOINT MR. YVES NICOLAS AS DEPUTY AUDITOR IN Management
REPLACEMENT OF PRICEWATERHOUSECO OPERS AUDIT,
FOR THE UN EFFECTED PART OF ITS TERM
7. APPROVE TO FIX THRESHOLD TRESPASSING NOTIFICATION Management
AT 5 BANKING DAYS AFTER THRE SHOLD TRESPASSING
DATE AND TO AMEND ARTICLE 7 OF ARTICLES OF ASSOCIATION
ACCOR DINGLY
8. APPOINT THE MEMBERS OF THE EXECUTIVE BOARD FOR Management
3 YEARS AND AMEND ARTICLE 11 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
9. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management
FOR 3 YEARS AND AMEND ARTICLE 13 OF ARTICLES
OF ASSOCIATION ACCORDINGLY
10. APPROVE TO NO SHAREHOLDER CAN HAVE MORE THAN Management
15% VOTING RIGHTS DIRECTLY OR IND IRECTLY AND
AMEND ARTICLE 16.5 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
11. AUTHORIZE THE EXECUTIVE BOARD TO ISSUE 857,192,062 Management
STAND ALONE WARRANTS TO THE SHAREHOLDERS FREE
OF CHARGE IN THE PROPORTION OF 1 WARRANT PER
SHARE HELD BY THE SHAREHOLDER; THE NUMBER OF
SHARES OWNED PER SHAREHOLDER WILL BE DETERMINED
BY THE NUMBER SHARES TIED UP ON THE SECOND BANKING
DAY BEFORE THE CLOSING OF THE SANOFI SYNTHELABO
OFFER DATED 26 JAN 2004 OR ANY FURTHER PUBLIC
OFFERING E FFECTED BY SANOFI SYNTHELABO NOT AGREED
BY AVENTI S SUPERVISORY BOARD AND THE WARRANTS
WILL BE DISTRIBUTED ON THE LAST BANKING DAY BEFORE
THE CLOSING DATE O F THE OFFER; EACH STAND ALONE
WARRANT WILL GIVE RIGHT TO SUBSCRIBE TO 1 SHARE
OF EUR 3.82 NOMINAL VALUE, TO BE PAID UP IN CASH
OR BY COMPENSATION OF A LIQUI D RECOVERABLE AND
MATURE DEBT; EXERCISE OF SAID WARRANTS IS LINKED
TO THE AGRE EMENT BY THE FRENCH MARKET AUTHORITY
OF ABOVE OFFER(S) AND TO THE POSSIBLE SAL E OF
PLAVIX OR ITS POSSIBLE LICENSING BEFORE 31 DEC
2007; ANTICIPATED EXERCISE ACCEPTED IN CASE OF
PUBLIC OFFERING NOT ACCEPTED BY FRENCH MARKET;
AUTHORITY AMF , INCREASE OF SHARE NOMINAL VALUE,
MERGER INTO A COMPANY WITH A SUPERIOR SHARE NOMINAL
VALUE, DEMERGER OF THE COMPANY
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-MARC Management
BRUEL AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
13. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARTIN Management
FRUHAUF AS A MEMBER OF THE S UPERVISORY BOARD
FOR 3 YEARS
14. APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management
KAMPF AS A MEMBER OF THE SUPE RVISORY BOARD FOR
3 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HUBERT Management
MARKL AS A MEMBER OF THE SUP ERVISORY BOARD FOR
3 YEARS
16. APPROVE TO RENEW THE TERM OF OFFICE OF MR. GUNTER Management
METZ AS A MEMBER OF THE SUPE RVISORY BOARD FOR
3 YEARS
17. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management
PINEAU-VALANCIENNE AS A MEMB ER OF THE SUPERVISORY
BOARD FOR 3 YEARS
18. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MME Management
SEHAM RAZZOUQI AS A MEMBER OF T HE SUPERVISORY
BOARD FOR 3 YEARS
19. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management
RENAULT AS A MEMBER OF THE S UPERVISORY BOARD
FOR 3 YEARS
20. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HANS Management
JURGEN SCHINZLER AS A MEMBER O F THE SUPERVISORY
BOARD FOR 3 YEARS
21. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARC Management
VIENOT AS A MEMBER OF THE SUPE RVISORY BOARD
FOR 3 YEARS
22. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS MIX Meeting Date: 05/19/2004
Issuer: F22797108 ISIN: FR0000045072 BLOCKING
SEDOL: 7262610, 7688272
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management
GENERAL AUDITORS REPORT; APPROV E THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003; AND APPROVE
THE NON DEDU CTIBLE EXPENSES OF EUR 37,229.87
AND GRANT DISCHARGE TO THE DIRECTORS FOR THE
COMPLETION OF ITS ASSIGNMENT FOR THE CURRENT YEAR
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THE BOARD Management
OF DIRECTORS REPORT FOR THE G ROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 611,1 24,134.64; PRIOR
RETAINED EARNINGS: EUR 152,675,986.00; DISTRIBUTABLE
PROFITS: EUR 763,800,120.64; LEGAL RESERVE: EUR
30,556,206.73; THE BALANCE: EUR 810,43 7,340.35
IS INCREASED BY THE AMOUNT OF EUR 77,193,426,
CHARGED TO THE OPTIONAL RESERVE; AND, THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.55, WITH
A CORRESPONDING TAX CREDIT OF EUR 0.275; THIS
DIVIDEND WILL BE PAID ON 28 MAY 2004;
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF THE ARTICLE L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
O.5 APPOINT MR. ALAIN DIEVAL, AS A DIRECTOR OF THE Management
COMPANY; AUTHORITY EXPIRE ON 3 1 DEC 2004
O.6 APPOINT MR. DANIEL LEBEGUE, AS A DIRECTOR OF Management
THE COMPANY; AUTHORITY EXPIRE ON 31 DEC 2004
O.7 APPOINT MR. MICHAUT, AS A DIRECTOR OF THE COMPANY; Management
AUTHORITY EXPIRE ON 31 DEC 2004
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
BRU AS A DIRECTOR FOR 3 YEAR S
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. YVES Management
COUTURIER AS A DIRECTOR FOR 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
KERFRIDEN AS A DIRECTOR FOR 3 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
LE BRUN AS A DIRECTOR FOR 3 YE ARS
O.12 APPROVE THE RESIGNATION OF MR. ALAIN LAIN AS Management
STATUTORY AUDITOR AND MR. MAZARS GU RARD AS DEPUTY
AUDITOR
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY BY RESOLUT ION NUMBER 11 OF
THE GENERAL MEETING OF 23 MAY 2003, TO PROCEED,
IN FRANCE OR ABROAD, WITH THE ISSUE OF BONDS
AND ASSIMILATED DEBT SECURITIES, UP TO A NOMIN
AL AMOUNT OF EUR 20,000,000,000.00; AUTHORITY
EXPIRES IN 5 YEARS ; AND AUTHOR IZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL N ECESSARY FORMALITIES
O.14 APPROVE TO ALLOCATE THE AMOUNT OF EUR 670,000.00 Management
AS ATTENDANCE FEES TO THE DIR ECTORS
O.15 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE OGM ON 21 MAY 20 03, TO TRADE
THE COMPANY S SHARES ON THE STOCK EXCHANGE IN
VIEW OF ADJUSTING T HEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 30.00;
MINIMUM SELLING PRICE: EUR 3.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; AND, THE TOTAL AMOUNT
DEDICATED TO THE PURCHASE OF ITS SHARES BEING
EUR 2,000, 000,000.00; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; AND AUTHORIZE THE BOA
RD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FO RMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SECURITIES FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 1,000,000,000.00; AUTHORITY EX
PIRES IN 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSAR Y MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED WITHOUT THE PREFERENTIAL
RIGHT, IN FRANC E OR ABROAD, WITH THE ISSUE OF
SECURITIES FOR A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00; AUTHORITY EXPIRES IN 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALI TIES
E.18 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE COMBINED GENERAL
MEETING OF THE ON 21 MAY 2003, TO INCREASE THE
COMPANY SHARE CAPITAL ON ITS SOLE DECISION BY
A MAXIMUM NOMINAL AMOUNT OF EUR 3,000,0 00,000.00;
AUTHORITY EXPIRES IN 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECT ORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
ONE OR SEVERAL STAGES, TO THE GR OUPE CREDIT
AGRICOLE WAGE EARNERS WHO ARE MEMBERS OF AN ENTERPRISE
SAVING PLAN , STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO THE COMPANY S SHARES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS MIX Meeting Date: 05/19/2004
Issuer: F22797108 ISIN: FR0000045072 BLOCKING
SEDOL: 7262610, 7688272
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management
GENERAL AUDITORS REPORT; APPROV E THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003; AND APPROVE
THE NON DEDU CTIBLE EXPENSES OF EUR 37,229.87
AND GRANT DISCHARGE TO THE DIRECTORS FOR THE
COMPLETION OF ITS ASSIGNMENT FOR THE CURRENT YEAR
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THE BOARD Management
OF DIRECTORS REPORT FOR THE G ROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 611,1 24,134.64; PRIOR
RETAINED EARNINGS: EUR 152,675,986.00; DISTRIBUTABLE
PROFITS: EUR 763,800,120.64; LEGAL RESERVE: EUR
30,556,206.73; THE BALANCE: EUR 810,43 7,340.35
IS INCREASED BY THE AMOUNT OF EUR 77,193,426,
CHARGED TO THE OPTIONAL RESERVE; AND, THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.55, WITH
A CORRESPONDING TAX CREDIT OF EUR 0.275; THIS
DIVIDEND WILL BE PAID ON 28 MAY 2004
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF THE ARTICLE L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
O.5 APPOINT MR. ALAIN DIEVAL, AS A DIRECTOR OF THE Management
COMPANY; AUTHORITY EXPIRE ON 3 1 DEC 2004
O.6 APPOINT MR. DANIEL LEBEGUE, AS A DIRECTOR OF Management
THE COMPANY; AUTHORITY EXPIRE ON 31 DEC 2004
O.7 APPOINT MR. MICHAUT, AS A DIRECTOR OF THE COMPANY; Management
AUTHORITY EXPIRE ON 31 DEC 2004
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
BRU AS A DIRECTOR FOR 3 YEAR S
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. YVES Management
COUTURIER AS A DIRECTOR FOR 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
KERFRIDEN AS A DIRECTOR FOR 3 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
LE BRUN AS A DIRECTOR FOR 3 YE ARS
O.12 APPROVE THE RESIGNATION OF MR. ALAIN LAIN AS Management
STATUTORY AUDITOR AND MR. MAZARS GU RARD AS DEPUTY
AUDITOR
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY BY RESOLUT ION NUMBER 11 OF
THE GENERAL MEETING OF 23 MAY 2003, TO PROCEED,
IN FRANCE OR ABROAD, WITH THE ISSUE OF BONDS
AND ASSIMILATED DEBT SECURITIES, UP TO A NOMIN
AL AMOUNT OF EUR 20,000,000,000.00; AUTHORITY
EXPIRES IN 5 YEARS ; AND AUTHOR IZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL N ECESSARY FORMALITIES
O.14 APPROVE TO ALLOCATE THE AMOUNT OF EUR 670,000.00 Management
AS ATTENDANCE FEES TO THE DIR ECTORS
O.15 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE OGM ON 21 MAY 20 03, TO TRADE
THE COMPANY S SHARES ON THE STOCK EXCHANGE IN
VIEW OF ADJUSTING T HEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 30.00;
MINIMUM SELLING PRICE: EUR 3.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; AND, THE TOTAL AMOUNT
DEDICATED TO THE PURCHASE OF ITS SHARES BEING
EUR 2,000, 000,000.00; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; AND AUTHORIZE THE BOA
RD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FO RMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SECURITIES FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 1,000,000,000.00; AUTHORITY EX
PIRES IN 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSAR Y MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED WITHOUT THE PREFERENTIAL
RIGHT, IN FRANC E OR ABROAD, WITH THE ISSUE OF
SECURITIES FOR A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00; AUTHORITY EXPIRES IN 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALI TIES
E.18 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE COMBINED GENERAL
MEETING OF THE ON 21 MAY 2003, TO INCREASE THE
COMPANY SHARE CAPITAL ON ITS SOLE DECISION BY
A MAXIMUM NOMINAL AMOUNT OF EUR 3,000,0 00,000.00;
AUTHORITY EXPIRES IN 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECT ORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
ONE OR SEVERAL STAGES, TO THE GR OUPE CREDIT
AGRICOLE WAGE EARNERS WHO ARE MEMBERS OF AN ENTERPRISE
SAVING PLAN , STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO THE COMPANY S SHARES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY RETIRING SHARE S
E.21 GRANT POWERS Management
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 130071 DUE TO THE ADDITIONA L RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BOERSE AG, FRANKFURT AM MAIN AGM Meeting Date: 05/19/2004
Issuer: D1882G119 ISIN: DE0005810055
SEDOL: 7021963
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE 2003 FY WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP AN NUAL REPORT, AND THE PROPOSAL ON
THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 135,000,000 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.55 PER NO-PAR SHARE EUR
73,508,416 SHALL ALLOCATED TO THE OTHER REVENUE
RESERVES EX-DIVIDEND AND PAYABLE DATE: 21 MAY
2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT THE SUPERVISORY BOARD Management
6. AUTHORIZE THE BOARD OF MANAGING DIRECTOR TO ACQUIRE Management
SHARES OF THE COMPANY OF U P TO 10% OF THE SHARE
CAPITAL THROUGH THE STOCK EXCHANGE AT A PRICE
NOT DIFFER ING MORE THAN 10% FROM THE MARKET
PRICE OF THE SHARES, OR BY WAY OF A REPURCHA
SE OFFER AT A PRICE NEITHER MORE THAN 10% BELOW
NOR MORE THAN 15 % ABOVE, THE MARKET PRICE ON
OR BEFORE 31 OCT 2005 AND THE SHARES MAY BE USED
FOR ACQUISITI ON PURPOSES FOR SATISFYING EXISTING
OPTION AND CONVERTIBLE RIGHTS FOR THE ISSU E
OF EMPLOYEE SHARES OR WITHIN THE SCOPE OF THE
COMPANYS 2003 STOCK OPTION PLA N SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, OR RETIRED
7. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management
COMPANYS WHOLLY-OWNED SUBSIDIAR Y DEUTSCHE BOERSE
IT HOLDING GMBH
8. APPOINT THE AUDITORS FOR THE 2004 FY KPMG, BERLIN Management
AND FRANKFURT
* PLEASE BE ADVISED THAT DEUTSCHE BOERSE AG SHARES Non-Voting
ARE ISSUED IN REGISTERED FO RM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA MIX Meeting Date: 05/25/2004
Issuer: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
26 MAY 2004 AND A THIRD CALL ON 28 MAY 2004.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMEND ED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM I S MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE FINANCIAL STATEMENT AND THE CONSOLIDATED Management
FINANCIAL STATEMENT AT 31 DEC 2003 AND ALSO THE
BOARD OF DIRECTORS AND THE AUDITORS REPORT
O.2 APPROVE THE ALLOCATION OF NET INCOME Management
O.3 GRANT AUTHORITY TO PURCHASE ENI SHARES Management
O.4 APPOINT THE INDEPENDENT AUDITORS FOR THE THREE-YEAR Management
PERIOD 2004-2006
O.5 AMENDMENT TO ARTICLE 2.1 OF ENI S.P.A. S SHAREHOLDERS Management
MEETING REGULATION
O.6 APPROVE THE EMOLUMENTS OF THE DIRECTORS Management
E.1 AMEND THE ARTICLES 2.1, 11.2, 12.2, 13, 16.1, Management
17.2, 17.3, 19.3 AND 23 OF ENI B Y-LAWS PURSUANT
TO THE LEGISLATIVE DECREE NO. 6 DATED 17 JAN 2003
E.2 AMEND ARTICLES 17.3, 19.1 AND 28.1 OF ENI BY-LAWS Management
- ----------------------------------------------------------------------------------------------------------------------------------
LAFARGE SA AGM Meeting Date: 05/25/2004
Issuer: F54432111 ISIN: FR0000120537 BLOCKING
SEDOL: 0500481, 4502706, 4503118, 4516547, 4538961, 7164642
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THE MEETING WILL BE HELD ON THE SECOND Non-Voting
CALL 25 MAY 2004. PLEASE AL SO NOTE THE NEW CUTOFF
DATE AND MEETING TIME. IF YOU HAVE ALREADY SENT
YOUR VO TES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIG INAL
INSTRUCTIONS. THANK YOU HANK YOU
1. RECEIVE THE BOARD OF DIRECTORS REPORT, THE CHAIRMAN Management
S REPORT ON INTERNAL CONTR OL PROCEDURES AND
THE GENERAL AUDITOR S REPORT, AND APPROVE THE
ACCOUNTS AND T HE BALANCE SHEET FOR THE FYE 2003
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management
PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPO RT; NET PROFIT GROUP SHARE: EUR 728,000,000.00
3. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management
GLOBAL DIVIDEND NON-RECEIVED DIVIDENDS RELATIVE
TO THE AUTO-DETAINED SHARES : EUR 1,939,486.50;
INCREASE O F THE DIVIDEND RELATIVE TO REGISTERED
SHARES : EUR 237,499.47; PRIOR RETAINED EARNINGS:
EUR 212,584,829.29; PROFITS FOR THE FY: EUR 402,026,531.23;
LEGAL RE SERVE: EUR 13,734,952.00; DISTRIBUTABLE
PROFITS: EUR 600,876,412.52AND, THE SH AREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 2.30 AND AN
INCREASED DIVIDEND O F EUR 2.53 , WITH A CORRESPONDING
TAX CREDIT OF EUR 1.15 FOR THE NORMAL DIVIDE
ND AND OF EUR: 1.265 FOR THE INCREASE DIVIDEND,
BALANCE CARRIED FORWARD: EUR 2 18,068,604.10
; THIS DIVIDEND WILL BE PAID ON 01 JUL 2004
4. APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
5. RATIFY THE COOPTATION OF MR. JUAN GALLARDO, WHO Management
REPLACES MR. RICHARD HAYTHORNT HWAITE AS A DIRECTOR
6. APPROVE TO RENEW THE TERMS OF OFFICE OF MR. JEAN Management
KELLER AS DIRECTOR FOR 4 YEAR S
7. AUTHORIZE THE BOARD TO TRADE THE COMPANY SHARES Management
ON THE STOCK EXCHANGE IN VIEW OF ADJUSTING THEIR
PRICE AS PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRI CE: EUR 120.00; MINIMUM SELLING
PRICE: EUR 50.00; AND, MAXIMUM NUMBER OF SHARE
S TO BE TRADED: 10%; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND AUTHORIZ E THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NEC ESSARY FORMALITIES
8. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management
AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRI BED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting
MEETING. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC AGM Meeting Date: 05/26/2004
Issuer: D55535104 ISIN: DE0008430026
SEDOL: 4904409, 5294121, 7159239, 7389081
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2003 WITH THE RE PORT OF THE SUPERVISORY
BOARD AND THE GROUP FINANCIAL STATEMENTS AND
GROUP ANN UAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 286,975,291.25 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.25 PER ENTITLED SHARE;
EUR 721,342.50 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 27 MAY 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT THE SUPERVISORY BOARD Management
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 20% FROM THE MARKET PRICE
OF THE SHARES, ON OR BEFORE 25 NOV 2005; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO FLOAT THE
SHARES ON FOREIGN STOCK EXCHANGES, TO USE THE
SHARES FOR ACQUISITION PURPOSES , TO SELL THE
SHARES TO THIRD PARTIES AGAINST CASH PAYMENT,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERSATION
OR OPTION RIGHTS OR AS EMPLOYEE SHARES, AN D
TO RETIRE THE SHARES
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 280,000,000 THROUGH
THE ISS UE OF NEW REGISTERED SHARES AGAINST PAYMENT
IN CASH OR KIND, ON OR BEFORE 25 M AY 2009 (2004
AUTHORIZE CAPITAL); APPROVE THAT THE SHAREHOLDERS
SHALL BE GRANT ED SUBSCRIPTION RIGHTS FOR THE
ISSUE OF SHARES AGAINST CASH PAYMENT, EXCEPT
FO R RESIDUAL AMOUNTS, FOR THE GRANTING OF SUBSCRIPTION
RIGHTS TO HOLDERS OF OPTI ON OR CONVERSATION
RIGHTS, AND FOR THE ISSUE OF SHARES AT A PRICE
NOT MATERIAL LY BELOW THEIR MARKET PRICE; AND
THAT THE SHAREHOLDERS SHALL NOT BE GRANTED SU
BSCRIPTION RIGHTS FOR THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
* PLEASE BE ADVISED THAT MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORD
ER TO ENTITLE YOU TO VOTE. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG AGM Meeting Date: 05/27/2004
Issuer: H83949141 ISIN: CH0012255151 BLOCKING
SEDOL: 7184725
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. APPROVE THE BUSINESS REPORT OF 2003 Management
2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS
3. APPROVE THE APPROPRIATION OF THE BALANCE SHEET Management
PROFIT
4. ELECT THE BOARD OF DIRECTORS Management
5. ELECT THE AUDITORS AND THE GROUP AUDITOR Management
- ----------------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS MIX Meeting Date: 05/28/2004
Issuer: F1058Q238 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE MEETING WILL BE HELD ON THE Non-Voting
SECOND CALL ON 28 MAY 2004 (AND NOT ON 13 MAY
2004). PLEASE ALSO NOTE THAT YOUR VOTING INSTRUCTIONS
WILL REMA IN VALID. THANK YOU. YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLE D. THANK YOU.
O.1 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management
REPORTS FOR THE FY CLOSED ON 31 DEC 2003 AND
APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY 2003
O.2 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management
REPORTS AND APPROVE THE TH E ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND THE NET PROFIT
AFTER TAX AMOUNTS TO EUR 2,358,756,301.88
O.3 APPROVE THAT THE TOTAL (FORMED BY THE FY NET Management
PROFIT OF EUR 2,358,756,301.88 AN D THE CREDIT
PRIOR RETAINED EARNINGS OF EUR 6,110,425,156.15),
I. E. A SUM OF EUR 8,469,181,458.03 WILL BE ALLOCATED
AS FOLLOWS: TO THE LEGAL RESERVE: EUR 8 56,423.20,
TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS:
EUR 102,919,700. 80, TO THE INVESTMENT SPECIAL
RESERVE: EUR 36,193,223.00, TO THE GLOBAL DIVIDE
ND: EUR 1,310,242,625.80, TO THE BALANCE CARRIED
FORWARD: EUR 7,018,969,485.23 AND THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.45 WITH
A CORRESPON DING TAX CREDIT OF EUR 0.725, IT
WILL BE PAID ON 11 JUN 2004
O.4 APPROVE THE AUDITORS SPECIAL REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-38 (FRENCH
COMMERCIAL LAW)
O.5 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF DEBT SECURITIES (BONDS, SIMILAR SECURITIES)
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 30, 000,000,000.00;
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALI
TIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN REPLACEMENT Management
OF ANY EXISTING AUTHORITY, TO TRADE THE COMPANY
S SHARES ON THE STOCK EXCHANGE, NOTABLY IN VIEW
OF ADJUSTIN G THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 75. 00,
MINIMUM SELLING PRICE: EUR 35.00, MAXIMUM NUMBER
OF SHARES TO BE TRADED: 1 0% OF THE SHARE CAPITAL;
AUTHORITY IS GIVEN FOR 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSAR Y FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
LOUIS SCHWEITZER AS A DIRECTOR F OR 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
LINDSAY OWEN-JONES AS A DIRECTOR FOR 3 YEARS
O.9 ACKNOWLEDGE THAT MR. M. DAVIDE PEAKE DOES NOT Management
ASK THE RENEWAL OF ITS TERM OF A SSOCIATION AS
DIRECTOR AND DECIDES NOT TO APPOINT A NEW DIRECTOR
O.10 APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management
A COPY OR AN EXTRACT OF THE MINUT ES OF THE PRESENT
IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS
WHICH A RE PRESCRIBED BY LAW
E.11 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE C OMPANY SHARES AND OF SECURITIES OF ANY
KIND (THE PREFERENTIAL RIGHT IS MAINTAI NED)
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00
(CAPITAL INCREASES), EUR 10,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECES SARY MEASURES
AND ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITA L INCREASE WHICH HAS BEEN ADOPTED
E.12 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE C OMPANY SHARES AND OF SECURITIES OF ANY
KIND (PREFERENTIAL SUBSCRIPTION RIGHT: CANCELLED),
FOR A MAXIMUM NOMINAL AMOUNT OF: EUR 340,000,000.00
(CAPITAL INCRE ASE), EUR 8,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTH
S ; AND APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL N ECESSARY MEASURES
AND ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CA PITAL INCREASE WHICH HAS BEEN ADOPTED
E.13 APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS Management
ALL POWERS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
IN ORDER TO INCREASE THE COMPANY SHARE CAPITAL
ON ITS SO LE DECISION BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF INC ORPORATING
ALL OR PART OF THE RESERVES, PROFITS, EXISTING
SHARE PREMIUMS, TO B E CARRIED OUT BY THE DISTRIBUTION
OF FREE SHARES OR THE INCREASE OF THE PAR VA
LUE OF THE EXISTING SHARES; AUTHORITY IS VALID
FOR 26 MONTHS ; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY
TO CARRY OUT THE CAPITAL INCREASE WHI CH HAS
BEEN ADOPTED
E.14 APPROVE THAT THE DELEGATIONS GRANTED TO THE BOARD Management
OF DIRECTORS TO REALIZE INCR EASES OF THE COMPANY
S SHARE CAPITAL, ARE NOT MAINTAINED IN A PERIOD
OF TAKE-O VER OR EXCHANGE BID ON THE COMPANY
S SHARES (EXCEPT FOR THE TRANSACTIONS THE P RINCIPAL
DECISION OF WHICH WAS APPROVED BY THE BOARD OF
DIRECTORS); AUTHORITY IS VALID TILL THE COMPANY
GENERAL MEETING WHICH WILL HAVE TO DELIBERATE
UPON THE ACCOUNTS OF THE 2004 FY
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO MEMBERS OF THE
ENTERPRISE SAV INGS PLAN FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 20,000,000.00 STARTING THE PRESE
NT MEETING (INSTEAD OF EUR 60,000,000.00 AS PREVIOUSLY
SET BY THE COMBINED GEN ERAL MEETING OF 14 MAY
2003, RESOLUTION NO.16); AUTHORITY IS GIVEN
FOR A PERI OD OF 26 MONTHS
E.16 APPROVE TO GRANT ALL POWERS TO THE BOARD OF DIRECTORS, Management
IN REPLACEMENT OF ANY E XISTING AUTHORITY, TO
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 1 0% OF THE
SHARE CAPITAL OVER A 18 MONTHS PERIOD
E.17 AMEND ARTICLES 9, 10, 12, 13 AND 15 OF THE ARTICLES Management
OF ASSOCIATION
E.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIB ED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC AGM Meeting Date: 05/28/2004
Issuer: G4634U169 ISIN: GB0005405286
SEDOL: 0540528, 0560582, 2367543, 4097279, 5722592, 6153221, 6158163, 6165464, B00JZT0
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE ANNUAL ACCOUNTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2.a RE-ELECT THE LORD BUTLER AS A DIRECTOR Management For
2.b RE-ELECT THE BARONESS DUNN AS A DIRECTOR Management For
2.c RE-ELECT MR. R. A. FAIRHEAD AS A DIRECTOR Management For
2.d RE-ELECT MR. W.K.L. FUNG AS A DIRECTOR Management For
2.e RE-ELECT MR. M. F. GEOGHEGAN AS A DIRECTOR Management For
2.f RE-ELECT MR. S. HINTZE AS A DIRECTOR Management For
2.g RE-ELECT SIR JOHN KEMP-WELCH AS A DIRECTOR Management For
2.h RE-ELECT SIR MARK MOODY-STUART AS A DIRECTOR Management For
2.i RE-ELECT MR. H. SOHMEN AS A DIRECTOR Management For
3. RE-APPOINT KPMG AUDIT PLC AS AUDITOR AT REMUNERATION Management For
DETERMINED BY THE GROUP A UDIT COMMITTEE
4. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003
5. AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES A CT 1985 OF UP
TO 1,099,900,000 ORDINARY SHARES OF USD 0.50
EACH IN THE CAPITA L OF THE COMPANY, AT A MINIMUM
PRICE OF USD 0.50 PENCE AND UP TO 105% OF THE
A VERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS
OR 105% OF THE AVERAGE OF THE CLOSING PRICES
OF ORDINARY SHARES ON THE STOCK EXCHANGE OF HON
G KONG LIMITED, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES AT THE C ONCLUSION OF
THE AGM OF THE COMPANY IN 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
6. AUTHORIZE THE DIRECTORS, PURSUANT TO AND FOR Management For
THE PURPOSES OF SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT RELEVANT SECURITIES SECTION 80
UP TO AN AGGREG ATE NOMINAL AMOUNT OF GBP 100,000,
USD 100,000 AND EUR 100,000 IN EACH SUCH C ASE
IN THE FORM OF 100,000,000 NON-CUMULATIVE PREFERENCE
SHARES AND USD 1,099 ,900,000 IN THE FORM OF
ORDINARY SHARES ORDINARY SHARES OF USD 0.50 EACH
, PR OVIDED THAT THIS AUTHORITY IS LIMITED, SO
THAT, OTHERWISE THAN PURSUANT TO: A) A RIGHTS
ISSUE OR OTHER ISSUE THE SUBJECT OF AN OFFER
OR INVITATION, OPEN FOR ACCEPTANCE FOR A PERIOD
FIXED BY THE DIRECTORS, TO: I) ORDINARY SHAREHOLDERS
WHERE THE RELEVANT SECURITIES RESPECTIVELY ATTRIBUTABLE
TO THE INTEREST OF ALL ORDINARY SHAREHOLDERS
ARE PROPORTIONATE TO THE RESPECTIVE NUMBER OF
ORDINARY SHARES HELD BY THEM; AND II) HOLDERS
OF SECURITIES, BONDS, DEBENTURES OR WARRA NTS
WHICH, IN ACCORDANCE WITH THE RIGHTS ATTACHING
THERETO, ARE ENTITLED TO PA RTICIPATE IN SUCH
A RIGHTS ISSUE OR OTHER ISSUES, BUT SUBJECT TO
SUCH EXCLUSIO N OR OTHER ARRANGEMENTS AS THE
DIRECTORS DEEM NECESSARY IN RELATION TO FRACTIO
NAL ENTITLEMENTS OR SECURITIES REPRESENTED BY
DEPOSITARY RECEIPTS OR HAVING RE GARD TO ANY
RESTRICTIONS, OBLIGATIONS OR LEGAL PROBLEMS UNDER
THE LAWS OR OR T HE REQUIREMENTS OF ANY REGULATORY
BODY OR STOCK EXCHANGE IN ANY TERRITORY OR O
THERWISE HOWSOEVER; OR B) THE TERMS OF ANY SHARE
PLAN FOR THE EMPLOYEES OF THE COMPANY OR ANY
OF ITS SUBSIDIARY UNDERTAKINGS; OR C) THE TERMS
OF THE HOUSEHO LD INTERNATIONAL INC. OUTSTANDING
ZERO-COUPON CONVERTIBLE DEBT SECURITIES OR 8
.875% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY
UNITS; OR D) ANY SCRIP DIVIDE ND OR SIMILAR ARRANGEMENT
IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF
ASSOC IATION OF THE COMPANY; OR E) THE ALLOTMENT
OF UP TO 10,000,000 NON-CUMULATIVE PREFERENCE
SHARES OF GBP 0.01 EACH, 100,000,000 NON-CUMULATIVE
PREFERENCE SHAR ES OF USD 0.01 EACH AND 10,000,000
NON-CUMULATIVE PREFERENCE SHARES OF EUR 0.0 1
EACH IN THE CAPITAL OF THE COMPANY, THE NOMINAL
AMOUNT OF RELEVANT SECURITIE S TO BE ALLOTTED
BY THE DIRECTORS PURSUANT TO THIS AUTHORITY WHOLLY
FOR CASH S HALL NOT IN AGGREGATE, TOGETHER WITH
ANY ALLOTMENT OF OTHER EQUITY SECURITIES, EXCEED
USD 274,975,000 APPROXIMATELY 5% OF THE NOMINAL
AMOUNT OF ORDINARY SH ARES OF THE COMPANY IN
ISSUE ; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 ; AND AUTHORIZE
THE DIRECTORS TO ALLOT RELEVANT SECURI TIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREE MENT MADE PRIOR TO SUCH
EXPIRY
S.7 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 6, A) TO ALLOT E QUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 ; AND B)
TO ALLOT ANY O THER EQUITY SECURITIES SECTION
94 OF THE COMPANIES ACT 1985 WHICH ARE HELD
B Y THE COMPANY IN TREASURY, FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY RES OLUTION 6,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) ; AUTH ORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 ; AND AUTHOR
IZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORIT Y IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
8. AUTHORIZE EACH OF THE DIRECTORS OTHER THAN ALTERNATE Management For
DIRECTORS , PURSUANT TO A RTICLE 104.1 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY WITH EFFECT
FROM 01 JAN 2004, TO RECEIVE GBP 55,000 PER ANNUM
BY WAY OF FEES FOR THEIR SERVICES A S DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, LONDON AGM Meeting Date: 06/01/2004
Issuer: G4803W103 ISIN: GB0032612805
SEDOL: 3261280, 7580840
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For
THE PERIOD ENDED 31 DEC 2003, T OGETHER WITH
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE PERIOD ENDED 31 DEC 2003
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4.a APPOINT MR. RICHARD HARTMAN AS A DIRECTOR OF Management For
THE COMPANY
4.b APPOINT MR. RALPH KUGLER AS A DIRECTOR OF THE Management For
COMPANY
4.c APPOINT MR. ROBERT C. LARSON AS A DIRECTOR OF Management For
THE COMPANY
4.d APPOINT MR. RICHARD NORTH AS A DIRECTOR OF THE Management For
COMPANY
4.e APPOINT MR. STEVAN PORTER AS A DIRECTOR OF THE Management For
COMPANY
4.f APPOINT MR. DAVID PROSSER AS A DIRECTOR OF THE Management For
COMPANY
4.g APPOINT MR. RICHARD SOLOMONS AS A DIRECTOR OF Management For
THE COMPANY
4.h APPOINT SIR HOWARD STRINGER AS A DIRECTOR OF Management For
THE COMPANY
4.i APPOINT MR. DAVID WEBSTER AS A DIRECTOR OF THE Management For
COMPANY
5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY UNTIL THE CONCLUSI ON OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
6. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For
REMUNERATION
7. APPROVE THAT THE FINANCIAL LIMIT ON ANNUAL AGGREGATE Management For
NON-EXECUTIVE DIRECTORS FEES IMPOSED BY ARTICLE
84 OF THE COMPANY S ARTICLES OF ASSOCIATION BE
INCREAS ED, AS ENVISAGED BY THAT ARTICLE, TO
GBP 750,000
8. AUTHORIZE THE COMPANY AND ANY COMPANY THAT IS Management For
OR BECOME A SUBSIDIARY OF THE CO MPANY, FOR THE
PURPOSES OF PART XA OF THE COMPANIES ACT 1985,
TO: I) MAKE DONA TIONS TO EU POLITICAL ORGANIZATIONS;
OR II) INCUR EU POLITICAL EXPENDITURE IN AN AGGREGATE
AMOUNT NOT EXCEEDING GBP 100,000 ; AUTHORITY
EXPIRES ON THE DATE OF THE AGM IN 2005
9. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For
WITH SECTION 80 OF THE COMPANIES ACT 1985 AND
WITHIN THE TERMS OF ARTICLE 13 OF THE ARTICLES
OF ASSOC IATION OF THE COMPANY, TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 235,529,677; AUTHORITY EXPIRES AT THE
END OF 5 YEARS
S.10 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ALL PREVIOUS DISAPPLICATIONS OF S ECTION 89 OF
THE ACT, WHICH SHALL CEASE TO HAVE EFFECT WITHOUT
PREJUDICE TO AN Y ALLOTMENT OF SECURITIES PURSUANT
THERETO, TO ALLOT EQUITY SECURITIES WHOLLY FOR
CASH, INSOFAR AS SUCH AUTHORITY RELATES TO THE
ALLOTMENT OF EQUITY SECURIT IES RATHER THAN THE
SALE OF TREASURY SHARES, PURSUANT TO THE AUTHORITY
FOR THE TIME BEING IN FORCE UNDER SECTION 80
OF THE COMPANIES ACT 1985 AND WITHIN THE TERMS
OF ARTICLE 13 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY, DISAPPLYIN G THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985
: I) IN CONNECTION WITH A RIGHTS ISSUE ARTICLE
13.5.1 ; AND II) UP TO AN AGGREG ATE NOMINAL
AMOUNT OF GBP 35,329,451; AUTHORITY EXPIRES
THE EARLIER ON THE DA TE OF THE AGM IN 2005 OR
01 SEP 2005 ; REFERENCES IN THIS RESOLUTION TO
AN ALL OTMENT OF EQUITY SECURITIES SHALL INCLUDE
A SALE OF TREASURY SHARES
S.11 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For
WITH ARTICLE 10 OF THE COM PANY S ARTICLES OF
ASSOCIATION, TO MAKE MARKET PURCHASES SECTION
163(3) OF TH E COMPANIES ACT 1985 OF UP TO 105,917,695
ORDINARY SHARES OF GBP 1 EACH IN TH E CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF GBP 1 AND
UP TO 105% OF THE AV ERAGE OF THE MIDDLE MARKET
QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED FROM
TH E LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS ; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY O R 01 SEP 2005 ; EXCEPT IN
RELATION TO THE PURCHASE OF ORDINARY SHARES THE
CONT RACT FOR WHICH WAS CONCLUDED BEFORE SUCH
DATE AND WHICH IS EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
- ----------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV AGM Meeting Date: 06/02/2004
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. RECEIVE THE PROGRESS OF THE BOARD TO RECOVERY Non-Voting
3.A APPROVE THE ANNUAL REPORT 2003 RESERVE AND THE Management
DIVIDEND POLICY, AND DISCHARGE A PROPOSAL TO
DETERMINE THE ANNUAL ACCOUNT 2003
3.B APPROVE THE CONCERNING RESERVE AND THE DIVIDEND Management
POLICY
3.C GRANT DISCHARGE TO THE EXECUTIVE BOARD Management
3.D GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
4.A APPOINT MR. R. DAHAN AS A MEMBER OF THE SUPERVISORY Management
BOARD
4.B APPOINT MR. K. DE SEGUNDO AS MEMBER OF THE SUPERVISORY Management
BOARD
5. APPOINT DELOITTE AS THE EXTERNAL AUDITOR FOR Management
2004, 2005
6. AMEND LANGUAGE OF THE ANNUAL REPORT FROM DUTCH Management
TO ENGLISH
7. CLOSING Non-Voting
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 26 MAY 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
METRO AG, DUESSELDORF AGM Meeting Date: 06/04/2004
Issuer: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 345,261,366.62 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.020 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.122 PER PREFERENCE
SHARE; EUR 11,664,934.51 SHALL BE CARRIED FORWARD;
AND EX-DIVIDEND AND PAYABLE DATE: 07 JUN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT FASSELT + PARTNER, DUISBURG, AS THE AUDITORS Management
FOR THE FY 2004
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN ORDINARY Management
AND/OR PREF. SHARES OF UP TO 10 % OF ITS SHARE
CAPITAL, AT PRICES NOT DIFFERING MORE THAN 20%.
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
04 DEC 2005; TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO OFFER THE SHARES TO THIRD PARTIES
IN CONNECTION WITH MERG ERS AND ACQUISITIONS,
TO RETIRE THE SHARES, TO DISPOSE OF THE SHARES
IN ANOTHE R MANNER IF THEY ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, AND
TO USE THE SHARES FOR SATISFYING EXISTING CONV.
OR OPTION RIGHTS OR WITHIN THE SCOPE OF THE COMPANY
S STOCK OPTION PLAN
7. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 100,000,000 THROUGH THROUGH
THE ISSU E OF NEW SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS S HALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR THE
BONDHOLDERS, AND FOR A CAPI TAL INCREASE OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND CORRE
SPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
OF UP TO EUR 85,000,000 AGAINST C ONTRIBUTIONS
IN KIND, AND IN ORDER TO GRANT SUCH RIGHTS TO
HOLDERS OF CONVERTI BLE OR OPTION RIGHTS AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO TO EUR 125,000,000 THROUGH
THROUGH THE I SSUE OF NEW ORDINARY SHARES AGAINST
PAYMENT IN KIND, ON OR BEFORE 03 JUN 2009; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED; AND CORRESPONDINGLY
AMEND T HE ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MDS SHALL BE AUTHORIZED, Management
WITH THE CONSENT OF THE SUPERV ISORY BOARD, TO
ISSUE BONDS OF UP TO EUR 1,000,000,000, HAVING
A TERM OF UP TO 15 YEARS AND CONFERRING OPTION
AND/OR CONV.RIGHTS FOR NEW SHARES OF THE COMPAN
Y, ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS , EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BONDHO LDERS, AND FOR THE ISSUE OF BONDS AT A
PRICE NOT MATERIALLY BELOW THEIR THEORE TICAL
MARKET VALUE; THE SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 127,825,000 THROUGH
THE ISSUE OF UP TO 50,000,000 NEW ORDINARY SHARES,
INS OFAR AS OPTION AND/OR CONV. RIGHTS ARE EXERCISED;
AND CORRESPONDINGLY AMEND TH E ARTICLES OF ASSOCIATION
10. APPROVE THAT EACH MEMBER OF THE SUPERVISORY BOARD Management
SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF
EUR 35,000 PLUS A VARIABLE REMUNERATION OF EUR
600 FOR EVERY EUR 25,000,000 OF THE EBT IN EXCESS
OF AN AVERAGE EBT OF EUR 100,000,000 DURIN G
THE LAST THREE YEARS; THE CHAIRMAN SHALL RECEIVE
THREE TIMES, THE DEPUTY CHA IRMAN AND CHAIRMEN
OF SUPERVISORY BOARD COMMITTEES TWICE, COMMITTEE
MEMBERS ON E AND HALFTIMES, THESE AMOUNTS; AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSO CIATION
- ----------------------------------------------------------------------------------------------------------------------------------
PUBLICIS GROUPE SA MIX Meeting Date: 06/08/2004
Issuer: F7607Z165 ISIN: FR0000130577 BLOCKING
SEDOL: 4380429, 4380548
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1.
O.1 RECEIVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management
THE FY 2003 AND APPROVE THE PRO FITS UP TO EUR
25,677,235.00 FOR THE FY
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS FOR THE FY Management
2003 AND APPROVE THE CONSOLIDATED PROFITS UP
TO EUR 174,059,000.00 AND THE GROUP SHARE UP
TO 150,371,000.00
O.3 APPROVE THE APPROPRIATION OF PROFITS BY EXECUTIVE Management
BOARD AS FOLLOWS: PROFITS FO R THE FY: EUR 25,677,235;
LEGAL RESERVE: EUR 1,283,862.00; BALANCE TO APPROPRI
ATE EUR 24,393,373.00; PRIOR RETAINED EARNINGS:
EUR 1,389,590.00 PLUS AMOUNT D EDUCTED FROM ISSUE
MERGER PREMIUM EUR 25,023,390.00; GLOBAL DIVIDEND:
EUR 50,8 06,353.00; AND THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.26 WITH A CORRESPONDING
TAX CREDIT OF EUR 0.13; THIS DIVIDEND WILL BE
PAID ON 05 JUL 20 04; DIVIDENDS PAID FOR THE
PAST 3 FYS: EUR 0.20 WITH A TAX CREDIT 0.10 IN
YEAR 2000; EUR 0.22 WITH A TAX CREDIT 0.11 IN
YEAR 2001; EUR 0.24 WITH A TAX CREDI T 0.12 IN
YEAR 2002
O.4 GRANT DISCHARGE TO THE EXECUTIVE BOARD FOR THE Management
COMPLETION OF ITS ASSIGNMENTS D URING THE PAST
FY
O.5 GRANT DISCHARGE TO THE SUPERVISORY BOARD FOR Management
THE COMPLETION OF ITS ASSIGNMENTS DURING THE
PAST FY
O.6 APPROVE TO ALLOCATE EUR 3,500.00 TO EACH SUPERVISORY Management
BOARD AND EUR 4,000.00 TO EACH MEMBER OF THE
AUDITING COMMITTEE AND EACH MEMBER OF THE REMUNERATION
COM MITTEE FOR EACH MEETING ATTENDED BY THEM
O.7 APPROVE EACH AND ALL REGULATED AGREEMENTS MENTIONED Management
IN THE SPECIAL AUDITORS R EPORT
O.8 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MRS. SOPHIE DULAC AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.9 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MRS. HELENE PLOIX AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MRS. MONIQUE BERCAULT AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. MICHEL CICUREL AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. AMAURY DANIEL DE SEZE AS A ME MBER OF THE
SUPERVISORY BOARD FOR 6 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. GERARD WORMS AS A MEMBER OF T HE SUPERVISORY
BOARD FOR 6 YEARS
O.14 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. PATRICK DE CAMBOURG AS A MEMB ER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.15 AUTHORIZE THE EXECUTIVE BOARD TO REPURCHASE COMPANY Management
SHARES AS FOLLOWING CONDIT IONS: MAXIMUM PURCHASE
PRICE: EUR 60.00, MINIMUM SELLING PRICE: 14.00;
MAXIMUM AMOUNT TO BE USED EUR 390,000,000.00
AND AUTHORIZATION IS VALID UP TO 18 MONT HS AND
REPLACES RESOLUTION 8 OF COMBINED MEETING AS
ON 15 MAY 2003
E.16 AUTHORIZE THE EXECUTIVE BOARD TO CANCEL SHARES Management
REPURCHASE AS PER THE RESOLUTIO N 15 AND REDUCE
THE SHARE CAPITAL ACCORDINGLY THE SHARES CANCELLED
SHALL NOT E XCEED 10 % OF THE SHARE CAPITAL OVER
A 24 MONTH PERIOD
E.17 AUTHORIZE THE EXECUTIVE BOARD WITH PURSUANT TO Management
RESOLUTION 1 OF EGM OF 29 AUG 2 000 TO INCREASE
THE SHARE CAPITAL IN RELATION WITH THE SAATCHI
AND SAATCHI SHA RES; APPROVE THE RENEWAL OF THE
DELEGATION GIVEN TO EXECUTIVE BOARD AS PER RES
OLUTION 12 OF THE EGM OF 18 JUN 2002 TO REMUNERATE
THE HOLDERS OF NEW SAATCHI AND SAATCHI SHARES
IN RELATION TO SAME PUBLIC EXCHANGE OFFER; GRANT
ALL POWERS TO THE EXECUTIVE BOARD TO INCREASE
THE SHARE CAPITAL IN ORDER TO REMUNERATE T HE
SHARE HOLDERS WHO BRING OTHER NEW SAATCHI AND
SAATCHI SHARES NOT EXCEEDING 43,545 PUBLICIS
GROUP SA SHARES AND 2 YEARS STARTING FROM 28
AUG 2004
E.18 GRANT POWERS TO THE EXECUTIVE BOARD TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 40,000,000.00 BY ISSUING: (A) NEW SHARES
TO BE SUBSCRIB ED IN CASH OR BY DEBT COMPENSATION
,OR AS REMUNERATION FOR THE OTHER SHARES IN ACCORDANCE
WITH ARTICLE L.225-148 OF THE FRENCH CODE; (B)
OTHER SECURITIES IN CLUDING DEBT SECURITIES NOT
EXCEEDING EUR 900,000,000.00; EXISTING SHAREHOLDER
S MAY SUBSCRIBE IN PRIORITY IN PROPORTION TO
THE NUMBER OF SHARES THEY ALREADY OWN WHICH VALID
UP TO 26 MONTHS
E.19 GRANT POWERS TO THE EXECUTIVE BOARD TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 40,000,000.00 BY ISSUING: (A) NEW SHARES
TO BE SUBSCRIB ED IN CASH OR BY DEBT COMPENSATION
,OR AS REMUNERATION FOR THE OTHER SHARES IN ACCORDANCE
WITH ARTICLE L 225-148 OF THE FRENCH CODE; (B)
OTHER SECURITIES IN CLUDING DEBT SECURITIES NOT
EXCEEDING EUR 900,000,000.00 AND THE SECURITIES
IS SUED SHALL BE SUBSCRIBED WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHT WITHIN THE RE SPECTIVE LIMIT
SET FORTH IN RESOLUTION 18 AND THE DELEGATION
IS GIVEN FOR 24 M ONTHS
E.20 GRANT POWERS TO THE EXECUTIVE BOARD TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 40,000,000.00 BY ISSUING: (A) NEW SHARES
TO BE SUBSCRIB ED IN CASH OR BY DEBT COMPENSATION
,OR AS REMUNERATION FOR THE OTHER SHARES IN ACCORDANCE
WITH ARTICLE L 225-148 OF THE FRENCH CODE;(B)
OTHER SECURITIES INC LUDING DEBT SECURITIES NOT
EXCEEDING EUR 900,000,000.00 AND THE SECURITIES
ISS UED SHALL BE RESERVED TO THE QUALIFIED INVESTORS
TO BE LISTED BY THE EXECUTIVE BOARD WITHIN THE
LIMITS FIXED FOR RESOLUTION 18 AND 19 ABOVE AND
THE DELEGATI ON IS GIVEN FOR 24 MONTHS
E.21 APPROVE THE RESOLUTIONS 18, 19 AND 20 MAY BE Management
USED IN A PERIOD OF TAKEOVER BID OR EXCHANGE
BID ON THE COMPANY SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
PUBLICIS GROUPE SA MIX Meeting Date: 06/08/2004
Issuer: F7607Z165 ISIN: FR0000130577 BLOCKING
SEDOL: 4380429, 4380548
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID #139409 DUE TO ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
O.1 RECEIVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management
THE FY 2003 AND APPROVE THE PRO FITS UP TO EUR
25,677,235.00 FOR THE FY
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS FOR THE FY Management
2003 AND APPROVE THE CONSOLIDATED PROFITS UP
TO EUR 174,059,000.00 AND THE GROUP SHARE UP
TO 150,371,000.00
O.3 APPROVE THE APPROPRIATION OF PROFITS BY EXECUTIVE Management
BOARD AS FOLLOWS: PROFITS FO R THE FY: EUR 25,677,235;
LEGAL RESERVE: EUR 1,283,862.00; BALANCE TO APPROPRI
ATE EUR 24,393,373.00; PRIOR RETAINED EARNINGS:
EUR 1,389,590.00 PLUS AMOUNT D EDUCTED FROM ISSUE
MERGER PREMIUM EUR 25,023,390.00; GLOBAL DIVIDEND:
EUR 50,8 06,353.00; AND THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.26 WITH A CORRESPONDING
TAX CREDIT OF EUR 0.13; THIS DIVIDEND WILL BE
PAID ON 05 JUL 20 04; DIVIDENDS PAID FOR THE
PAST 3 FYS: EUR 0.20 WITH A TAX CREDIT 0.10 IN
YEAR 2000; EUR 0.22 WITH A TAX CREDIT 0.11 IN
YEAR 2001; EUR 0.24 WITH A TAX CREDI T 0.12 IN
YEAR 2002
O.4 GRANT DISCHARGE TO THE EXECUTIVE BOARD FOR THE Management
COMPLETION OF ITS ASSIGNMENTS D URING THE PAST
FY
O.5 GRANT DISCHARGE TO THE SUPERVISORY BOARD FOR Management
THE COMPLETION OF ITS ASSIGNMENTS DURING THE
PAST FY
O.6 APPROVE TO ALLOCATE EUR 3,500.00 TO EACH SUPERVISORY Management
BOARD AND EUR 4,000.00 TO EACH MEMBER OF THE
AUDITING COMMITTEE AND EACH MEMBER OF THE REMUNERATION
COM MITTEE FOR EACH MEETING ATTENDED BY THEM
O.7 APPROVE EACH AND ALL REGULATED AGREEMENTS MENTIONED Management
IN THE SPECIAL AUDITORS R EPORT
O.8 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MRS. SOPHIE DULAC AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.9 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MRS. HELENE PLOIX AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MRS. MONIQUE BERCAULT AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. MICHEL CICUREL AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. AMAURY DANIEL DE SEZE AS A ME MBER OF THE
SUPERVISORY BOARD FOR 6 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. GERARD WORMS AS A MEMBER OF T HE SUPERVISORY
BOARD FOR 6 YEARS
O.14 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management
MR. PATRICK DE CAMBOURG AS A MEMB ER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.15 AUTHORIZE THE EXECUTIVE BOARD TO REPURCHASE COMPANY Management
SHARES AS FOLLOWING CONDIT IONS: MAXIMUM PURCHASE
PRICE: EUR 45.00, MINIMUM SELLING PRICE: 14.00;
MAXIMUM AMOUNT TO BE USED EUR 292,000,000.00
AND AUTHORIZATION IS VALID UP TO 18 MONT HS AND
REPLACES RESOLUTION 8 OF COMBINED MEETING AS
ON 15 MAY 2003, FOR ITS UN USED PART
E.16 AUTHORIZE THE EXECUTIVE BOARD TO CANCEL SHARES Management
REPURCHASE AS PER THE RESOLUTIO N 15 AND REDUCE
THE SHARE CAPITAL ACCORDINGLY THE SHARES CANCELLED
SHALL NOT E XCEED 10 % OF THE SHARE CAPITAL OVER
A 24 MONTH PERIOD
E.17 AUTHORIZE THE EXECUTIVE BOARD WITH PURSUANT TO Management
RESOLUTION 1 OF EGM OF 29 AUG 2 000 TO INCREASE
THE SHARE CAPITAL IN RELATION WITH THE SAATCHI
AND SAATCHI SHA RES; APPROVE THE RENEWAL OF THE
DELEGATION GIVEN TO EXECUTIVE BOARD AS PER RES
OLUTION 12 OF THE EGM OF 18 JUN 2002 TO REMUNERATE
THE HOLDERS OF NEW SAATCHI AND SAATCHI SHARES
IN RELATION TO SAME PUBLIC EXCHANGE OFFER; GRANT
ALL POWERS TO THE EXECUTIVE BOARD TO INCREASE
THE SHARE CAPITAL IN ORDER TO REMUNERATE T HE
SHARE HOLDERS WHO BRING OTHER NEW SAATCHI AND
SAATCHI SHARES NOT EXCEEDING 43,545 PUBLICIS
GROUP SA SHARES AND 2 YEARS STARTING FROM 28
AUG 2004
E.18 GRANT POWERS TO THE EXECUTIVE BOARD TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 40,000,000.00 BY ISSUING: (A) NEW SHARES
TO BE SUBSCRIB ED IN CASH OR BY DEBT COMPENSATION
,OR AS REMUNERATION FOR THE OTHER SHARES IN ACCORDANCE
WITH ARTICLE L.225-148 OF THE FRENCH CODE; (B)
OTHER SECURITIES IN CLUDING DEBT SECURITIES NOT
EXCEEDING EUR 900,000,000.00; EXISTING SHAREHOLDER
S MAY SUBSCRIBE IN PRIORITY IN PROPORTION TO
THE NUMBER OF SHARES THEY ALREADY OWN WHICH VALID
UP TO 26 MONTHS
E.19 GRANT POWERS TO THE EXECUTIVE BOARD TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 40,000,000.00 BY ISSUING: (A) NEW SHARES
TO BE SUBSCRIB ED IN CASH OR BY DEBT COMPENSATION
,OR AS REMUNERATION FOR THE OTHER SHARES IN ACCORDANCE
WITH ARTICLE L 225-148 OF THE FRENCH CODE; (B)
OTHER SECURITIES IN CLUDING DEBT SECURITIES NOT
EXCEEDING EUR 900,000,000.00 AND THE SECURITIES
IS SUED SHALL BE SUBSCRIBED WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHT WITHIN THE RE SPECTIVE LIMIT
SET FORTH IN RESOLUTION 18 AND THE DELEGATION
IS GIVEN FOR 24 M ONTHS
E.20 GRANT POWERS TO THE EXECUTIVE BOARD TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 40,000,000.00 BY ISSUING: (A) NEW SHARES
TO BE SUBSCRIB ED IN CASH OR BY DEBT COMPENSATION
,OR AS REMUNERATION FOR THE OTHER SHARES IN ACCORDANCE
WITH ARTICLE L 225-148 OF THE FRENCH CODE;(B)
OTHER SECURITIES INC LUDING DEBT SECURITIES NOT
EXCEEDING EUR 900,000,000.00 AND THE SECURITIES
ISS UED SHALL BE RESERVED TO THE QUALIFIED INVESTORS
TO BE LISTED BY THE EXECUTIVE BOARD WITHIN THE
LIMITS FIXED FOR RESOLUTION 18 AND 19 ABOVE AND
THE DELEGATI ON IS GIVEN FOR 24 MONTHS
E.21 APPROVE THE RESOLUTIONS 18, 19 AND 20 MAY BE Management
USED IN A PERIOD OF TAKEOVER BID OR EXCHANGE
BID ON THE COMPANY SHARES
E.22 AUTHORIZE THE EXECUTIVE BOARD TO INCREASE THE Management
SHARE CAPITAL BY A MAXIMUM NOMIN AL AMOUNT OF
EUR 2,800,000.00 BY ISSUING SHARES RESERVED TO
THE MEMBERS OF ONE OF THE GROUP SAVINGS PLANS,
EITHER DIRECTLY OF THROUGH A MUTUAL FUND; THIS
SH ARE ISSUE DOES NOT INCLUDE IN THE LIMITS SET
FOR ABOVE RESOLUTIONS; AUTHORIZA TION IS VALID
FOR 5 YEARS
E.23 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF RESOLUTION N O. O.15. PLEASE
ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY
SENT IN YOU R VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
CIE DE SAINT-GOBAIN SA, COURBEVOIE MIX Meeting Date: 06/10/2004
Issuer: F80343100 ISIN: FR0000125007 BLOCKING
SEDOL: 0215086, 4194192, 4206655, 4211820, 4768285, 4768371, 4915508, 7164158, 7380482, 7380556, 7381377, 7448250
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT AND APPROVE Management
TO INCREASE THE SHARE CAPIT AL BY AN AMOUNT OF
EUR 1,120,901.00, IS OF EUR 11,209,010.00 INCLUDED
SHARE PR EMIUM TO CARRY IT OF EUR 4,483,605.50
TO EUR 5,604,506.50 BY ISSUING NEW SHARE S OF
A PAR VALUE OF EUR 0.50 EACH
E.2 GRANT ALL POWER TO THE EXECUTIVE COMMITTEE TO Management
INCREASE THE SHARE CAPITAL RESER VED TO THE EMPLOYEES,
THE MEMBERS OF THE COMPANY SAVINGS PLAN, FOR
A MAXIMUM N OMINAL AMOUNT OF EUR 150,000.00;
AUTHORITY EXPIRES AT THE END OF 15 MONTHS
O.3 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
CIE DE SAINT-GOBAIN SA, COURBEVOIE MIX Meeting Date: 06/10/2004
Issuer: F80343100 ISIN: FR0000125007 BLOCKING
SEDOL: 0215086, 4194192, 4206655, 4211820, 4768285, 4768371, 4915508, 7164158, 7380482, 7380556, 7381377, 7448250
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 126331 DUE TO THE AMENDMENT OF THE AGENDA.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDE D AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE AUDITORS AND APPROVE THE ACCOUNTS AND
THE BALANCE SHEET FOR THE COMPANY ACCOUNTS OF
THE 2003 FY
2. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE AUDITORS AND APPROVE THE CONSOLIDATED
ACCOUNTS
3. APPROVE THE APPROPRIATION OF THE NET PROFIT OF Management
EUR 513,574,452.67 AS FOLLOWS A ND THE RETAINED
EARNINGS OF EUR 1,090,363,072.07 TOTAL: EUR
1,603,937,524.74 AS FOLLOWS: SPECIAL RESERVE
ON LONG TERM CAPITAL GAINS: EUR 290,390,704.00;
B ALANCE CARRIED FORWARD: EUR 926,574,740.59,
A SUM OF EUR 386,972,080.15 BE DED UCTED TO BE
ALLOCATED BETWEEN THE SHAREHOLDERS: AS A FIRST
DIVIDEND EUR 67,299 ,492.20, AS AN ADDITIONAL
DIVIDEND: EUR 319,672,587.95, THE SHAREHOLDERS
RECEI VING A NET DIVIDEND OF EUR 1.15 WITH A
CORRESPONDING TAX CREDIT OF 0.575
4. APPROVE THE SPECIAL AUDITOR S REPORT REGARDING Management
THE REGULATED AGREEMENTS AND AC KNOWLEDGE THAT
NO REGULATED AGREEMENT HAS BEEN ESTABLISHED IN
DURING THE FY 20 03
5. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE CGM ON 05 JUN 20 03, TO TRADE
THE COMPANY S SHARES ON THE STOCK EXCHANGE IN
VIEW OF ADJUSTING T HEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 55.00;
MINIMUM SELLING PRICE: EUR 23.00; AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT
IES
6. RENEW THE TERM OF OFFICE OF MR. JEAN-LOUIS BEFFA Management
AS A DIRECTOR FOR A PERIOD OF 4 YEAR
7. RENEW THE TERM OF OFFICE OF MRS. ISABELLE BOUILLOT Management
AS A DIRECTOR FOR A PERIOD OF 4 YEAR
8. RENEW THE TERM OF OFFICE OF MRS. SYLVIA JAY AS Management
A DIRECTOR FOR A PERIOD OF 4 YE AR
9. RENEW THE TERM OF OFFICE OF MR. JOSE LUIS LEAL Management
MALDONADO AS A DIRECTOR FOR A P ERIOD OF 4 YEAR
10. APPOINT MR. GIAN PAOLO CACCINI AS A DIRECTOR Management
UNTIL THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS
OF THE COMPANY WILL BE DISCUSSED FOR THE FY 2004
11. RENEW THE TERM OF OFFICE OF THE CABINET PRICEWATERHOUSECOOPERS Management
AUDIT AS THE ST ATUTORY AUDITORS FOR A PERIOD
OF 6 YEARS
12. APPROVE THE RESIGNATION OF THE CABINET S.E.C.E.F Management
AS THE STATUTORY AUDITOR AND APPOINT THE CABINET
KPMG AUDIT KPMG S.A. S DEPARTMENT AS THE AUDITORS,
UNTIL THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS
OF THE COMPANY WILL BE DISCUSS ED FOR THE FY 2005
13. APPOINT MR. YVES NICOLAS AS A DEPUTY AUDITOR Management
FOR A PERIOD OF 6 YEARS
14. APPROVE THE RESIGNATION OF THE CABINET PIERRE-HENRI Management
SCACCHI AND ASSOCIATES AS THE DEPUTY AUDITORS
AND APPOINT THE MR. JEAN-PAUL VELLUTINI AS THE
DEPUTY AUDI TOR, UNTIL THE NEXT GENERAL MEETING
AT WHICH THE ACCOUNTS OF THE COMPANY WILL BE
DISCUSSED FOR THE FY 2005
15. AMEND ARTICLES 7(PARAGRAPH 4), 12(PARAGRAPH 2) Management
AND 14 OF THE ARTICLES OF ASSOC IATION
16. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
AVENTIS MIX Meeting Date: 06/11/2004
Issuer: F0590R100 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE COMPANY S FINANCIAL STATEMENTS THE Management
PARENT-COMPANY FINANCIAL STATE MENTS FOR THE
YE 31 DEC 2003 SHOWING A NET PROFIT OF EUR 847,051,268.13
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE YE 31 DEC 2003 SHOWING A CONSOLIDATED
NET PROFIT OF EUR 1,901,270,000
O.3 APPROVE THE APPROPRIATION OF EARNINGS AND A NET Management
DIVIDEND OF EUR 0.82 ASSOCIATE D WITH A TAX CREDIT
OF EUR 0.41 FOR A GROSS DIVIDEND OF EUR 1.23
AND THAT THE COUPON BE DETACHED ON 15 JUN 2004
AND THE DIVIDEND BE PAYABLE IN EUROS AS OF 1
5 JUL 2004
O.4 APPROVE THE AGREEMENTS MENTIONED IN THE AUDITORS Management
SPECIAL REPORT REGULATED AG REEMENTS
O.5 AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE UP Management
TO A MAXIMUM OF 80,229,280 OF THE COMPANY S OWN
SHARES, OR LESS THAN 10% OF THE NUMBER OF SHARES
OUTSTANDING FO R THE FOLLOWING PURPOSES: A) STABILIZE
THE TRADING PRICE OF THE COMPANY S STOC K; B)
BUY AND TO SELL THE COMPANY S SHARES IN CONSIDERATION
OF MARKET CONDITIO NS; C) GRANT SHARES TO EMPLOYEES
OR DIRECTORS AND OFFICERS OF THE COMPANY; D)
HOLD SUCH SHARES AND TRANSFER THEM BY ANY MEANS,
INCLUDING BY MEANS OF OPTION TRANSACTIONS, IN
PARTICULAR VIA THEIR SALE ON THE STOCK MARKET
OR OVER THE COU NTER, THE SALE OF BLOCKS OF SHARES
IN CONNECTION WITH PUBLIC PURCHASE, EXCHANG E
OR SALE OFFERINGS, AND THE PURCHASE OR THE SALE
OF BUY OR SELL OPTIONS; E) U SE SUCH SHARES IN
ANY OTHER APPROPRIATE MANNER TO OPTIMIZE THE
MANAGEMENT OF T HE STOCKHOLDERS EQUITY OF THE
COMPANY AND TO EFFECT TRANSACTIONS TO FURTHER
T HE EXTERNAL GROWTH OF THE COMPANY; F) CANCEL
THE ACQUIRED SHARES; MAXIMUM PURC HASE PRICE
SHALL NOT EXCEED EUR 100 AND THE MINIMUM SALE
PRICE SHALL NOT BE LE SS THAN EUR 50; AUTHORIZATION
IS GRANTED FOR A PERIOD OF 18 MONTHS
O.6 APPOINT MR. YVES NICOLAS AS A SUBSTITUTE AUDITOR Management
UNTIL THE CLOSE OF THE GENERA L MEETING CONVENED
TO VOTE ON THE ACCOUNTS FOR 2005
E.7 APPROVE TO COMPLY WITH THE NEW PROVISIONS OF Management
ARTICLE L.233-7 OF THE FRENCH COM MERCIAL CODE
TO AMEND PARAGRAPHS 1.A, 1.B AND 3 OF ARTICLE
7 OF THE COMPANY S ARTICLES OF ASSOCIATION, PERTAINING
TO THE NOTICE PERIOD FOR DECLARING THE CRO SSING
OF THRESHOLDS IN THE COMPANY S SHARE CAPITAL
AND THAT THIS PERIOD BE RED UCED TO 5 TRADING
DAYS AS FROM THE DATE ON WHICH THE THRESHOLD
HAS BEEN CROSSE D FROM 15 DAYS
E.8 AMEND PARAGRAPH 2 OF ARTICLE 11 OF THE COMPANY Management
S ARTICLES OF ASSOCIATION TO CH ANGE THE TERM
OF APPOINTMENT OF MEMBERS OF THE MANAGEMENT BOARD
TO 3 YEARS FRO M 5 YEARS
E.9 AMEND PARAGRAPH 2 OF ARTICLE 13 OF THE COMPANY Management
S ARTICLES OF ASSOCIATION TO CH ANGE THE TERM
OF APPOINTMENT OF NEW SUPERVISORY BOARD MEMBERS
TO 3 YEARS FROM 5 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. JEAN-MARC BRUEL AS A MEM BER OF SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. MARTIN FRUHAUF AS A MEMB ER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. SERGE KAMPF AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. HUBERT MARKL AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.14 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. GUNTER METZ AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.15 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. DIDIER PINEAU-VALENCIENN E AS A MEMBER
OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.16 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. SEHAM RAZZOUQI AS A MEMB ER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.17 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. MICHEL RENAULT AS A MEMB ER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.18 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. HANS-JURGEN SCHINZLER AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.19 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management
OF MR. MARC VIENOT AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.20 GRANT FULL POWERS TO THE BEARER OF A COPY OR Management
EXTRACT OF THE MINUTES OF THIS ME ETING TO UNDERTAKE
ANY FORMALITIES FOR PUBLIC NOTICE OR RECORDING
PURPOSES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ----------------------------------------------------------------------------------------------------------------------------------
DEUTSCHE LUFTHANSA AG AGM Meeting Date: 06/16/2004
Issuer: D1908N106 ISIN: DE0008232125
SEDOL: 2144014, 5287488, 7158430
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4. AMEND THE ARTICLE OF ASSOCIATION IN RESPECT OF Management
THE SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
5. AUTHORIZE: THE COMPANY TO ACQUIRE SHARES OWN Management
SHARES UP TO 10% OF THE SHARE CAP ITAL, AT A
PRICE NOT DEVIATING MORE THAN 10% FROM THEIR
MARKET PRICE OF THE SH ARES, ON OR BEFORE 15
DEC 2005; AND THE BOARD OF MANAGING DIRECTORS
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR AN OFFER TO ALL SH AREHOLDERS
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
C ONVERTIBLE OR OPTION RIGHTS, TO OFFER THE SHARES
TO EMPLOYEES OF THE COMPANY A ND ITS AFFILIATES
AND TO RETIRE THE SHARES
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 25,000,000 THROUGH
THE ISSU E OF NEW REGISTERED NO-PAR SHARES TO
EMPLOYEES AGAINST CASH PAYMENT, ON OR BEF ORE
15 JUN 2009; AND APPROVE THE CREATION OF AUTHORIZED
CAPITAL B IN CONNECTIO N WITH THE ISSUE OF EMPLOYEE
SHARES THAT THE SHAREHOLDERS NOT BE GRANTED SUBSC
RIPTION RIGHTS AND AMEND THE CORRESPONDING ARTICLE
OF ASSOCIATION
7. APPOINT DUSSELDORF, PWC, AS THE AUDITORS FOR Management
THE FY 2004
* PLEASE BE ADVISED THAT DEUTSCHE LUFTHANSA AG Non-Voting
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOT E. THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------------
BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER OGM Meeting Date: 06/19/2004
Issuer: E19790109 ISIN: ES0113900J37
SEDOL: 0736082, 2576628, 5705946, 5706637, 5706819, 5761885, 5852433, 5900600, 6162595
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE INFORMED THAT ADDITIONAL INFORMATION Non-Voting Non-Vote Proposal
CONCERNING THE GENERAL MEETING OF BANCO SANTANDER
CENTRAL HISPANO SA CAN ALSO BE VIEWED IN THE
URL LINKS PROV IDED IN THIS NOTIFICATION. IF
YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIE
NT SERVICE REPRESENTATIVE. THANK YOU.
1. REVIEW AND APPROVAL, WHERE APPROPRIATE, OF THE Management For
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 2003.
2. DISTRIBUTION OF THE 2003 EARNINGS. Management For
3. BOARD OF DIRECTORS: RE-ELECTION AND RATIFICATION Management For
OF DIRECTORS.
4. RE-ELECTION OF THE AUDITING FIRM FOR 2004. Management For
5. AUTHORIZATION FOR THE BANK AND ITS SUBSIDIARIES Management For
TO ACQUIRE THE BANK S SHARES U NDER THE TERMS
OF ARTICLE 75 AND THE FIRST ADDITIONAL REGULATION
OF THE LAW OF LIMITED COMPANIES, LEAVING WITHOUT
EFFECT THE UNUSED PART OF THE AUTHORIZATIO N
GRANTED BY THE AGM ON 21 JUN 2003.
6. AMENDMENT OF THE CORPORATE BY-LAWS: ARTICLE 8 Management For
IBERCLEAR, NEW NAME , ARTICLE 1 5 ELIMINATION
OF THE REQUIREMENT TO OWN 100 SHARES IN ORDER
TO ATTEND A SHARE HOLDERS MEETING , ARTICLE 16
DELEGATION VIA A DISTANCE MEANS OF COMMUNICATIO
N , ARTICLE 22 MODIFICATION REFERENCE TO ARTICLE32
, ARTICLE 23 LIST OF THOS E ATTENDING , INTRODUCTION
OF NEW ARTICLE 24 VOTE VIA A DISTANCE MEANS
COMMUN ICATION AND SUBSEQUENT RENUMBERING OF
ALL ARTICLES BETWEEN 24, WHICH WILL BE RE-NUMBERED
25, AND 46 WHICH WILL RE-NUMBERED 47; CURRENT
25 AND NEW 26 RIGHT OF INFORMATION , CURRENT
31 AND NEW 32 DUTIES OF DIRECTORS , CURRENT
35 AND NEW 36 MEETING AND ADOPTION OF BOARD
S AGREEMENTS , CURRENT 36 AND NEW 37 MO DIFICATION
REFERENCE TO ARTICLE 35 , AND CURRENT 45 AND
NEW 46 ELECTRONIC AND DISTANCE MEANS COMMUNICATIONS
BETWEEN THE BANK AND ITS SHAREHOLDERS AND DIREC
TORS .
7. SUBSTITUTION OF THE PRESENT REGULATION OF SHAREHOLDERS Management For
MEETINGS BY A NEW REGU LATION.
8. EMPOWERING OF THE BOARD TO EXECUTE THE AGREEMENT Management For
TO BE ADOPTED BY THE MEETING TO INCREASE THE
CAPITAL, IN ACCORDANCE WITH ARTICLE 153.1A) OF
THE LAW OF LIMI TED COMPANIES, LEAVING WITHOUT
EFFECT THE EIGHTH AGREEMENT OF THE AGM ON 21
JU N 2003.
9. EMPOWERING OF THE BOARD TO ISSUE BONDS THAT ARE Management For
NOT CONVERTIBLE INTO SHARES.
10. EMPOWERING OF THE BOARD TO INTERPRET, CORRECT, Management For
COMPLEMENT, EXECUTE AND DEVELOP THE AGREEMENTS
ADOPTED BY THE MEETING, AS WELL AS TO SUBSTITUTE
THE POWERS RE CEIVED FROM THE MEETING, AND GRANT
THE BOARD POWERS TO PUBLICLY REGISTER SUCH AGREEMENTS.
11. INFORM THE MEETING OF THE REGULATIONS OF THE Management For
BOARD, IN ACCORDANCE WITH ARTICLE 115 OF LAW
24/1988, OF 28 JUL, OF THE SECURITIES MARKET.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
ADDITIONAL AGENDA AND MEETING I NFORMATION AND
THE REVISED MEETING DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOT ES, PLEASE DO NOT RESEND YOUR
INSTRUCTIONS UNLESS YOU DECIDE TO AMEND YOUR
ORI GINAL INSTRUCTIONS. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------------
BANCA INTESA SPA, MILANO EGM Meeting Date: 06/23/2004
Issuer: T17074104 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
24 JUN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED . THANK YOU
1. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management
BY AMENDING THE ARTICLES 2, 5, 8 , 9, 10, 11,
14, 18, 19, 23, AND 31 WITH THE CONSEQUENT RENUMBERING
OF THE TIT LE AND THE ARTICLE
- ----------------------------------------------------------------------------------------------------------------------------------
SHELL TRANSPORT & TRADING CO PLC AGM Meeting Date: 06/28/2004
Issuer: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881
- ----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For
OF THE COMPANY FOR THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2003, ACCOUNTS 2003 AND THE SUMMARIZED IN
THE SUMMARY ANNUAL REPORT AND THE ACCOUNTS 2003
3. ELECT MR. MALCOLM BRINDED AS A DIRECTOR Management For
4. RE-ELECT DR. EILEEN BUTTLE AS A DIRECTOR Management For
5. RE-ELECT MR. LUIS GIUSTI AS A DIRECTOR Management For
6. RE-ELECT MISS. MARY (NINA) HENDERSON AS A DIRECTOR Management For
7. RE-ELECT MR. LORD OXBOURGH AS A DIRECTOR Management For
8. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
OF THE COMPANY
9. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management For
OF THE AUDITORS FOR 2004
S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF UP TO 483,000, 000 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PR ICE OF 25P PER SHARE AND UP TO
105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FO R SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSIO N OF THE NEXT AGM 2005 OF THE
COMPANY OR 31 JUL 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
ProxyEdge - Investment Company Report Report Date: 07/14/2004
Meeting Date Range: 07/01/2003 to 06/30/2004
Selected Accounts: Scudder Int'l Fund
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING COMPANY LIMITED HMY
Issuer: 413216 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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01 SPECIAL RESOLUTION 1: THAT THE AUTHORISED ORDINARY Management For
SHARE CAPITAL OF THE COMPANY BE INCREASED.
02 ORDINARY RESOLUTION 1: THE PROPOSAL BY THE COMPANY Management For
OF THE SCHEME, THE MAKING BY THE COMPANY OF THE
SUBSTITUTE OFFER, AND THE ISSUE BY THE COMPANY
OF THE CONSIDERATION SHARES, BE AND ARE HEREBY
APPROVED.
03 ORDINARY RESOLUTION 2: THE DIRECTORS OF THE COMPANY Management For
BE AND ARE HEREBY AUTHORISED TO ALLOT AND ISSUE,
AFTER PROVIDING FOR THE REQUIREMENTS OF THE EMPLOYEE
SHARE SCHEMES, ALL OR ANY OF THE UNISSUED ORDINARY
SHARES OF 50 CENTS EACH IN THE CAPITAL OF THE
COMPANY.
04 ORDINARY RESOLUTION 3: THE DIRECTORS OF THE COMPANY Management For
BE AND ARE HEREBY AUTHORISED TO ALLOT AND ISSUE
ALL OR ANY OF THE AUTHORISED BUT UNISSUED ORDINARY
SHARES OF 50 CENTS EACH IN THE CAPITAL OF THE
COMPANY.
05 ORDINARY RESOLUTION 4: THAT ANY ONE OF DIRECTORS Management For
OF THE COMPANY BE AND IS HEREBY AUTHORISED TO
SIGN ALL SUCH DOCUMENTS AND DO ALL SUCH THINGS
AS MAY BE NECESSARY FOR THE IMPLEMENTATION OF
THE SPECIAL AND THE ORDINARY RESOLUTIONS TO BE
PROPOSED.
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AHOLD NV
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN EXTRAORDINARY GENERAL Non-Voting Non-Vote Proposal
MEETING. THANK YOU.
1. OPENING Non-Voting Non-Vote Proposal
2. APPROVE THE EXPLANATION ABOUT THE DELAY OF THE Management For
POSTPONEMENT OF THE PUBLICATION OF THE ANNUAL
ACCOUNTS AND THE ANNUAL REPORT FOR THE FY 2002
3. APPROVE THE COMPOSITION OF THE MANAGEMENT BOARD Management For
AND APPOINT MESSRS. A.C. MOBER G AND H.R. RYOPPONEN
4. RECEIVE THE MOST IMPORTANT PRINCIPLES OF THE Management For
COMPANY S NEW STRATEGY AND BUSINE SS UPDATE BY
MR. A.C. MOBERG
5. CLOSING Non-Voting Non-Vote Proposal
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ALPHA BANK SA
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THAT THE DRAFT CONTRACT AND DEED FOR Management
THE MERGER OF ALPHA BANK S.A. AND ALPHA INVESTMENTS
S.A. BY ABSORPTION OF THE LATTER BY THE FORMER,
APPROVAL OF THE MERGER BALANCE SHEET OF ALPHA
BANK ACCOMPANIED BY THE RELEVANT CERTIFICAT ES
OF THE AUDITORS, THE REPORT OF THE BOARD OF DIRECTORS,
ACCORDING TO ARTICLE 69, PARAGRAPH 4 OF LAW 2190/1920
AND GRANTING OF AUTHORIZATION FOR THE SIGNIN
G OF THE NOTARIAL DEED AND THE PERFORMANCE OF
ANY OTHER ACT OR STATEMENT REQUI RED TO THIS PURPOSE
2. APPROVE THAT, ACCORDING TO ARTICLE 23A OF LAW Management
2190/1920, OF THE DRAFT CONTRACT AND DEED FOR
THE MERGER OF ALPHA BANK A.E. AND ALPHA INVESTMENTS
A.E. BY ABSO RPTION OF THE LATTER BY THE FORMER
3. APPROVE TO INCREASE THE SHARE CAPITAL OF ALPHA Management
BANK A.E. BY THE AMOUNT OF THE SHARE CAPITAL
CONTRIBUTED BY ALPHA INVESTMENTS A.E., RESULTING
FROM ITS ABSORP TION AND DECREASE THE SHARE CAPITAL
OF ALPHA BANK A.E., BY THE AMOUNT WHICH CO RRESPONDS
TO THE PAR VALUE OF THE SHARES OF THE ABSORBED
COMPANY OWNED BY THE ABSORBING COMPANY, TO THE
PAR VALUE OF THE SHARES OF THE ABSORBING COMPANY
OWN ED BY THE ABSORBED COMPANY AND TO THE PAR
VALUE OF THE SHARES OF THE ABSORBED COMPANY OWNED
BY THE ABSORBED COMPANY ITSELF; AND INCREASE
THE SHARE CAPITAL O F ALPHA BANK A.E. BY THE
CAPITALISATION OF RESERVES FOR THE ROUNDING OFF
OF TH E NOMINAL VALUE OF EACH SHARE OF ALPHA
BANK A.E. TO EUR 4,87; AND AMEND ARTICL E 5 OF
THE ARTICLES OF INCORPORATION AND GRANTING OF
AN IRREVOCABLE ORDER TO T HE BOARD OF DIRECTORS
FOR THE SETTLEMENT OF ANY FRACTIONAL RIGHTS
4. APPROVE ALL DEEDS, ACTIONS AND STATEMENTS, UNTIL Management
TODAY, OF THE BOARD OF DIRECT ORS OF ALPHA BANK
AND OF ITS REPRESENTATIVES AND PROXIES RELATIVE
TO THE AFORE MENTIONED MERGER
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BHP BILLITON PLC
Issuer: G10877101 ISIN: GB0000566504
SEDOL: 0056650, 4878333, 5359730, 6016777
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For
LIMITED FOR THE YE 30 JUN 20 03, TOGETHER WITH
THE DIRECTORS REPORT AND THE AUDITORS REPORT
IN THE ANNUAL REPORT
2. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For
PLC FOR THE YE 30 JUN 2003, TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITORS REPORT IN
THE ANNUAL REP ORT
3. RE-ELECT MR. D.C. BRINKS AS A DIRECTOR OF BHP Management For
BILLITON LIMITED, WHO RETIRES BY ROTATION
4. RE-ELECT MR. D.C. BRINKS AS A DIRECTOR OF BHP Management For
BILLITON PLC, WHO RETIRES BY ROT ATION
5. RE-ELECT MR. M.A. CHANEY AS A DIRECTOR OF BHP Management For
BILLITON LIMITED, WHO RETIRES BY ROTATION
6. RE-ELECT MR. M.A. CHANEY AS A DIRECTOR OF BHP Management For
BILLITON PLC, WHO RETIRES BY ROT ATION
7. RE-ELECT LORD RENWICK OF CLIFTON AS A DIRECTOR Management For
OF BHP BILLITON LIMITED, WHO RE TIRES BY ROTATION
8. RE-ELECT LORD RENWICK OF CLIFTON AS A DIRECTOR Management For
OF BHP BILLITON PLC, WHO RETIRE S BY ROTATION
9. ELECT MR. M. SALAMON AS A DIRECTOR OF BHP BILLITON Management For
LIMITED
10. ELECT MR. M. SALAMON AS A DIRECTOR OF BHP BILLITON Management For
PLC
11. ELECT MR. DR. J G BUCHANAN AS A DIRECTOR OF BHP Management For
BILLITON LIMITED
12. ELECT MR. DR. J G BUCHANAN AS A DIRECTOR OF BHP Management For
BILLITON PLC
13. RE-APPOINT KPMG AUDIT PLC AND PRICEWATERHOUSECOOPERS Management For
LLP AS THE AUDITORS OF BH P BILLITON PLC AND
AUTHORIZE THE DIRECTORS TO AGREE THEIR REMUNERATION
14. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For
RELEVANT SECURITIES CONFERRE D ON THE DIRECTORS
BY ARTICLE 9 OF BHP BILLITON PLC S ARTICLES
OF ASSOCIATIO N FOR THE PERIOD ENDING ON THE
DATE OF THE BHP BILLITON PLC AGM IN 2004 OR ON
23 JAN 2005 WHICHEVER IS EARLIER, AND FOR SUCH
PERIOD THE SECTION 80 AMOUNT U NDER THE UNITED
KINGDOM COMPANIES ACT 1985 SHALL BE USD 265,926,499
S.15 APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For
EQUITY SECURITIES FOR CASH C ONFERRED ON THE
DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC
S ARTICLES OF ASS OCIATION FOR THE PERIOD REFERRED
TO IN SUCH RESOLUTION AND FOR SUCH PERIOD THE
SECTION 89 AMOUNT UNDER THE UNITED KINGDOM COMPANIES
ACT 1985 BE USD 61,703 ,675.00
S.16 AUTHORIZE THE BHP BILLITON PLC, IN ACCORDANCE Management For
WITH ARTICLE 6 OF THE ARTICLES O F ASSOCIATION
OF THE COMPANY AND SECTION 166 OF THE COMPANIES
ACT 1985, TO MAK E MARKET PURCHASES SECTION
163 OF UP TO 246,814,700 ORDINARY SHARES OF
USD 0 .50 NOMINAL VALUE EACH IN THE CAPITAL OF
BHP BILLITON PLC, AT A MINIMUM PRICE OF USD 0.50
AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET
VALUES FOR SUCH SHAR ES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIO US 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AG M OF
BHP BILLITON IN 2004 OR 12 MAY 2005 ; BHP BILLITON
PLC, BEFORE THE EXPIRY , MAY MAKE A CONTRACT
TO PURCHASE SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
17. APPROVE THE REMUNERATION REPORT FOR THE YE 30 Management For
JUN 2003
18. APPROVE, FOR ALL PURPOSES, INCLUDING FOR THE Management For
PURPOSE OF ASX LISTING RULE 10.14 , THE GRANT
OF DEFERRED SHARES, OPTIONS AND PERFORMANCE SHARES
TO EXECUTIVE DI RECTOR AND CHIEF EXECUTIVE OFFICER,
MR. C. W. GOODYEAR, UNDER THE BHP BILLITON LIMITED
GROUP INCENTIVE SCHEME
19. APPROVE, FOR ALL PURPOSES, INCLUDING FOR THE Management For
PURPOSE OF ASX LISTING RULE 10.14 , THE GRANT
OF DEFERRED SHARES, OPTIONS AND PERFORMANCE SHARES
TO EXECUTIVE DI RECTOR AND SENIOR MINERALS EXECUTIVE,
MR. M. SALAMON, UNDER THE BHP BILLITON L IMITED
GROUP INCENTIVE SCHEME
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FOSTERS GROUP LTD (EX FOSTERS BREWING GROUP LTD)
Issuer: Q3944W187 ISIN: AU000000FGL6
SEDOL: 0349350, 5993804, 6349268
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND CONSIDER THE CONCISE FINANCIAL REPORT Non-Voting Non-Vote Proposal
AND THE FINANCIAL REPORT (FI NANCIAL STATEMENTS,
NOTES AND DIRECTORS DECLARATION) FOR THE YE
30 JUN 2003, TOGETHER WITH THE CONSOLIDATED ACCOUNTS
OF THE COMPANY AND ITS CONTROLLED ENTI TIES IN
ACCORDANCE WITH THE CORPORATIONS ACT 2001, AND
THE RESPECTIVE REPORTS OF THE DIRECTORS AND AUDITORS
1. RE-ELECT MRS. M L CATTERMOLE AS A DIRECTOR WHO Management For
RETIRES BY ROTATION IN ACCORANC E WITH THE COMPANY
S CONSTITUTION
2. APPROVE, AS AN EXCEPTION TO ASX LISTING RULE Management For
7.1, THE ISSUE OF SECURITIES UNDE R THE FOSTER
S EMPLOYEE SHARE AND OPTION PLAN, THE FOSTER
S 2001 INTERNATIONAL EMPLOYEE SHARE PLAN (NO.1)
AND THE FOSTER S 2001 INTERNATIONAL EMPLOYEE
SHARE PLAN (NO.2)
3. APPROVE, AS AN EXCEPTION TO ASX LISTING RULE Management For
7.1, THE ISSUE OF SECURITIES UNDE R THE FOSTER
S LONG TERM INCENTIVE PLAN
4. APPROVE, SUBJECT TO THE ATTAINMENT OF THE RELEVANT Management For
PERFORMANCE STANDARDS PRESC RIBED UNDER THE FOSTER
S LONG TERM INCENTIVE PLAN ( PLAN ), THE ACQUISITION
OF RIGHTS IN RESPECT OF UP TO A MAXIMUM OF 558,000
SHARES IN RESPECT OF THE 2003 /2004 FINANCIAL
YEAR BY MR. E T KUNKEL, PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY, UNDER THE PLAN
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ALPHA BANK SA
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
112449 DUE TO A CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THAT THE DRAFT CONTRACT AND DEED FOR Management
THE MERGER OF ALPHA BANK S.A. AND ALPHA INVESTMENTS
S.A. BY ABSORPTION OF THE LATTER BY THE FORMER,
APPROVAL OF THE MERGER BALANCE SHEET OF ALPHA
BANK ACCOMPANIED BY THE RELEVANT CERTIFICAT ES
OF THE AUDITORS, THE REPORT OF THE BOARD OF DIRECTORS,
ACCORDING TO ARTICLE 69, PARAGRAPH 4 OF LAW 2190/1920
AND GRANTING OF AUTHORIZATION FOR THE SIGNIN
G OF THE NOTARIAL DEED AND THE PERFORMANCE OF
ANY OTHER ACT OR STATEMENT REQUI RED TO THIS PURPOSE
2. APPROVE THAT, ACCORDING TO ARTICLE 23A OF LAW Management
2190/1920, OF THE DRAFT CONTRACT AND DEED FOR
THE MERGER OF ALPHA BANK A.E. AND ALPHA INVESTMENTS
A.E. BY ABSO RPTION OF THE LATTER BY THE FORMER
3. APPROVE TO INCREASE THE SHARE CAPITAL OF ALPHA Management
BANK A.E. BY THE AMOUNT OF THE SHARE CAPITAL
CONTRIBUTED BY ALPHA INVESTMENTS A.E., RESULTING
FROM ITS ABSORP TION AND DECREASE THE SHARE CAPITAL
OF ALPHA BANK A.E., BY THE AMOUNT WHICH CO RRESPONDS
TO THE PAR VALUE OF THE SHARES OF THE ABSORBED
COMPANY OWNED BY THE ABSORBING COMPANY, TO THE
PAR VALUE OF THE SHARES OF THE ABSORBING COMPANY
OWN ED BY THE ABSORBED COMPANY AND TO THE PAR
VALUE OF THE SHARES OF THE ABSORBED COMPANY OWNED
BY THE ABSORBED COMPANY ITSELF; AND INCREASE
THE SHARE CAPITAL O F ALPHA BANK A.E. BY THE
CAPITALISATION OF RESERVES FOR THE ROUNDING OFF
OF TH E NOMINAL VALUE OF EACH SHARE OF ALPHA
BANK A.E. TO EUR 4,87; AND AMEND ARTICL E 5 OF
THE ARTICLES OF INCORPORATION AND GRANTING OF
AN IRREVOCABLE ORDER TO T HE BOARD OF DIRECTORS
FOR THE SETTLEMENT OF ANY FRACTIONAL RIGHTS
4. APPROVE ALL DEEDS, ACTIONS AND STATEMENTS, UNTIL Management
TODAY, OF THE BOARD OF DIRECT ORS OF ALPHA BANK
AND OF ITS REPRESENTATIVES AND PROXIES RELATIVE
TO THE AFORE MENTIONED MERGER
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BRITISH SKY BROADCASTING GROUP PLC
Issuer: G15632105 ISIN: GB0001411924
SEDOL: 0141192, 5474837
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR Management For
THE YE 30 JUN 2003, TOGETHER WI TH THE REPORT
OF THE DIRECTORS AND THE AUDITORS THEREON
2. ELECT MR. LORD WILSON OF DINTON AS A DIRECTOR Management For
3. ELECT MR. JAMES MURDOCH AS A DIRECTOR Management For
4. ELECT MR. CHASE CAREY AS A DIRECTOR Management For
5. RE-APPOINT MR. DAVID EVANS AS A DIRECTOR Management For
6. RE-APPOINT MR. LORD ST. JOHN OF FAWSKY AS A DIRECTOR Management Against
7. RE-APPOINT MR. MARTIN STEWART AS A DIRECTOR Management For
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS T O AGREE THEIR REMUNERATION
9. RECEIVE THE REMUNERATION REPORT OF THE DIRECTORS Management Against
FOR THE YE 30 JUN 2003
10. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPEN DITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 200,000; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; THE COMPANY, BEFORE THE EXPIRY , MAY MAKE A
DONATION TO EU POLITICAL ORGANIZATION AND INCUR
EU POLITICAL EXPE NDITURE WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY, PURSUANT TO AND IN ACCORDANCE
WITH SECTION 80 OF THE COMPANIES ACT 1985, TO
ALLOT RELEV ANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 19,000,000 33% OF THE
NOMINAL ISSUED SHARE CAPITAL ; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NE XT AGM ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF T HIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EX PIRY
S.12 AUTHORIZE THE DIRECTORS TO ALLOT SHARES FOR CASH Management For
ON NON PRE-EMPTIVE BASIS UP T O A MAXIMUM NOMINAL
VALUE OF GBP 48,000,000 5% OF THE NOMINAL ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY AS AT 09
SEP 2003
S.13 AUTHORIZE THE DIRECTORS TO REDUCE THE COMPANY Management For
S SHARE PREMIUM ACCOUNT APPROXI MATELY GBP 2.5
BILLION BY GBP 1.120 BILLION; TO UTILIZED THIS
AMOUNT TO WRITE DOWN THE ACCUMULATED LOSSES IN
THE COMPANY S BALANCE SHEET, THEREBY REMOVING
THE DEFICIT AS AT 30 JUN 2003 AND ALLOWING THE
COMPANY TO BUILD UP ITS DISTRIB UTABLE RESERVES
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HARMONY GOLD MINING COMPANY LIMITED HMY
Issuer: 413216 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF 2003 AUDITED FINANCIAL STATEMENTS Management For
02 FIXING THE REMUNERATION OF DIRECTORS Management For
03 DIRECTOR Management For No
4A RE-ELECTION OF DIRECTOR IN TERMS OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION: TSA GROBICKI
4B RE-ELECTION OF DIRECTOR IN TERMS OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION: MF PLEMING
4C RE-ELECTION OF DIRECTOR IN TERMS OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION: ZB SWANEPOEL
S1 INSERTION OF NEW ARTICLE 2A AS PART OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION
S2 AMENDING ARTICLE 46 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION
S3 AMENDING ARTICLE 103 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION
S4 AMENDING ARTICLE 109 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION
S5 GRANTING AUTHORITY FOR SHARE REPURCHASES Management For
O1 APPROVING THE HARMONY (2003) SHARE OPTION SCHEME Management Against
O2 PLACING THE BALANCE OF THE UNISSUED SHARES OF Management For
THE COMPANY UNDER THE CONTROL OF THE DIRECTORS
O3 AUTHORISING THE DIRECTORS TO ISSUE SHARES FOR Management For
CASH
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ABB LTD, ZUERICH
Issuer: H0010V101 ISIN: CH0012221716 BLOCKING
SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ORDINARY INCREASE IN THE SHARE CAPITAL Management
- ------------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. RECEIVE THE REPORT FOR THE FY 2002 BY THE BOARD Management
OF MANAGEMENT
3. APPROVE THE ANNUAL ACCOUNT FOR 2002 Management
4. APPROVE THE COMPOSITION OF THE BOARD OF MANAGEMENT Management
5. AMEND THE ARTICLES OF ASSOCIATION Management
6.A AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management
THE APPROVAL OF SUPERVISORY BOAR D, TO ISSUE
NEW ORDINARY SHARES AND CUMULATIVE PREFERRED
FINANCING SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management
THE APPROVAL OF SUPERVISORY BOAR D, TO RESTRICT
OR EXCLUDE THE PRE-EMPTIVE RIGHT OF HOLDERS OF
ORDINARY SHARES ON THE ISSUE OF NEW SHARES
7. AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management
THE APPROVAL OF SUPERVISORY BOAR D, TO ACQUIRE
OWN SHARES WITHIN THE LIMITS OF THE LAW AND THE
ARTICLES OF ASSO CIATION
8. APPROVE THE BONUS OF ANDERS MOBERG Management
9. QUESTIONS AND CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
YUKOS CORP YUKOY
Issuer: 98849W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No
02 APPROVAL OF THE NEW VERSION OF OAO NK YUKOS CHARTER Management Against
03 PAYMENT OF DIVIDENDS ON OAO NK YUKOS COMMON SHARES Management For
PER THE RESULTS OF THE FIRST NINE MONTHS OF FISCAL
YEAR 2003
- ------------------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP
Issuer: Q97417101 ISIN: AU000000WBC1
SEDOL: 0957258, 5412183, 6076146, 6956527, 6957393
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE ANNUAL FINANCIAL REPORT, Non-Voting Non-Vote Proposal
DIRECTORS REPORT AND AUDITO RS REPORT OF WESTPAC
FOR THE YE 30 SEP 2003
2.a RE-ELECT MS. HELEN ANN LYNCH WHO RETIRES IN ACCORDANCE Management For
WITH ARTICLES 9.2 AND 9 .3 OF THE CONSTITUTION,
AS A DIRECTOR OF WESTPAC BANKING CORPORATION
2.b ELECT MS. CAROLYN JUDITH HEWSON, BEING A DIRECTOR Management For
APPOINTED SINCE LAST AGM AND WHO OFFERS HERSELF
FOR ELECTION PURSUANT TO ARTICLE 9.7 OF THE CONSTITUTION,
AS A DIRECTOR OF WESTPAC BANKING CORPORATION
2.c ELECT MR. PETER DAVID WILSON, BEING A DIRECTOR Management For
APPOINTED SINCE LAST AGM AND WH O OFFERS HIMSELF
FOR ELECTION PURSUANT TO ARTICLE 9.7 OF THE CONSTITUTION,
AS A DIRECTOR OF WESTPAC BANKING CORPORATION
3. APPROVE (A) FOR ALL PURPOSES UNDER THE LISTING Management For
RULES OF THE ASX LIMITED FOR: ( I) THE GRANT
OF PERFORMANCE OPTIONS TO DR DAVID RAYMOND MORGAN,
IN THREE TRANC HES OF 713,000 OPTIONS EACH, ON
01 MAR 2004, 01 MAR 2005 AND 01 MAR 2006 AND
A FOURTH TRANCHE OF 594,167 OPTIONS ON 01 DEC
2006, TO SUBSCRIBE FOR OR ACQUIRE A TOTAL OF
2,733,167 FULLY PAID ORDINARY SHARES IN THE CAPITAL
OF WESTPAC BAN KING CORPORATION. PERFORMANCE
OPTIONS WILL BE EXERCISABLE AT THE VOLUME WEIGHT
ED AVERAGE PRICE PER SHARE OF WESTPAC BANKING
CORPORATION SHARES ON THE ASX LI MITED OVER THE
FIVE TRADING DAYS BEFORE THE DATE OF GRANT OF
THE RELEVANT TRAN CHE, SUBJECT TO AND IN ACCORDANCE
WITH THE TERMS OF THE CHIEF EXECUTIVE SECURI
TIES AGREEMENT 2003; (II) THE GRANT OF OPTIONS
(BEING PERFORMANCE SHARE RIGHTS ) TO DR DAVIS
RAYMOND MORGAN IN THREE TRANCHES OF 218,000 PERFORMANCE
SHARE RI GHTS EACH ON 01 MAR 2004, 01 MAR 2005,
01 MAR 2006 AND A FOURTH TRANCHE OF 181 ,667
PERFORMANCE SHARE RIGHTS ON 01 DEC 2006, TO SUBSCRIBE
FOR OR ACQUIRE A TO TAL OF 835,667 FULLY PAID
ORDINARY SHARES IN THE CAPITAL OF WESTPAC BANKING
CO RPORATION FOR NO MONETARY PAYMENT, SUBJECT
TO AND IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT;
AND (III) THE ALLOTMENT TO DR DAVID RAYMOND MORGAN
OF A MAX IMUM OF 3,568,834 FULLY PAID ORDINARY
SHARES IN THE CAPITAL WESTPAC BANKING CO RPORATION
UPON THE VALID EXERCISE OF THE OPTIONS DESCRIBED
IN PARAGRAPHS (I) A ND (II) SUBJECT TO AND IN
ACCORDANCE WITH THE TERMS OF THE AGREEMENT, (B)
FOR ALL PURPOSES UNDER THE CORPORATION ACT 2001
TO PERMIT WESTPAC BANKING CORPORAT ION TO GIVE
EFFECT TO THE CHIEF EXECUTIVE SECURITIES AGREEMENT
2003, PURSUANT TO WHICH DR DAVID RAYMOND MORGAN
WILL BE GRANTED OPTIONS TO SUBSCRIBE FOR OR A
CQUIRE A MAXIMUM OF 3,568,834 FULLY PAID ORDINARY
SHARES IN THE CAPITAL OF WES TPAC BANKING CORPORATION,
EXERCISABLE SUBJECT TO AND IN ACCORDANCE WITH
THE TE RMS OF THE AGREEMENT
4. INCREASE THE YEARLY MAXIMUM SUM AVAILABLE TO Management For
THE NON-EXECUTIVE DIRECTORS OF WE STPAC BANKING
CORPORATION AS REMUNERATION FOR THEIR SERVICES
FORM AUD 1.5 MILL ION TO AUD 2.5 MILLION, FORM
THE YEAR COMMENCING 01 JAN 2004, TO BE DIVIDED
AM ONGST THEM IN A MANNER THEY MAY DETERMINE
5. CONSIDER AND APPROVE THAT (A) WESTPAC BANKING Management For
CORPORATION GRANT TO EACH DIRECT OR AND FORMER
DIRECTOR OF WESTPAC WHO, AT WESTPAC S REQUEST,
HOLDS OFFICE AS A TRUSTEE OF THE WESTPAC FOUNDATION,
BEING AN INDEMNITY UPON OR SUBSTANTIALLY I N
ACCORDANCE WITH TERMS IN THE FORM OF THE DEED;
(B) WESTPAC EXECUTE AND DELIV ER TO EACH INDEMNIFIED
DIRECTOR A DEED IN OR SUBSTANTIALLY TO THE EFFECT
OF TH E FORM OF THE DEED; (C) APPROVAL BE GIVEN
TO THE DUE PERFORMANCE BY WESTPAC OF EACH DEED
SO EXECUTED AND DELIVERED TO SUCH INDEMNIFIED
DIRECTOR; (D) WESTPAC GIVE TO EACH INDEMNIFIED
DIRECTOR ALL FINANCIAL BENEFITS INVOLVED IN THE
EXEC UTION AND THE PERFORMANCE BY WESTPAC OF
A DEED SO EXECUTED AND DELIVERED TO TH E INDEMNIFIED
DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD
Issuer: Q09504137 ISIN: AU000000ANZ3
SEDOL: 6065586, 6068079
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE REPORTS OF THE DIRECTO RS AND THE AUDITORS
FOR THE YE 30 SEP 2003
2.a RE-ELECT MR. J.C. DAHLSEN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE CO MPANY S CONSTITUTION
2.b RE-ELECT MR. C.B. GOODE AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE COMP ANY S CONSTITUTION
2.c PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Unvoted Director
ELECT MS. J.I. BUCKLAND AS A DIRECTOR
* PLEASE NOTE THAT ALTHOUGH THERE ARE 3 CANDIDATES Non-Voting Non-Vote Proposal
TO BE ELECTED AS DIRECTORS, T HERE ARE ONLY 2
VACANCIES AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING WILL
BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQ UIRED
TO VOTE FOR ONLY 2 OF THE 3 DIRECTORS. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLIC POWER CORP OF GREECE
Issuer: X7023M103 ISIN: GRS434003000 BLOCKING
SEDOL: 7268298, B00K9B3
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECT 2 REPRESENTATIVES OF MINORITY INTEREST Management
IN THE BOARD OF DIRECTORS OF PUBL IC POWER CORP.
SA ACCORDING TO THE LAW AND ARTICLES 20 AND 10.2C
OF THE COMPAN Y ARTICLES OF ASSOCIATION
* PLEASE NOTE THAT THE EGM HELD ON 10 DEC 2003 Non-Voting
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 22
DEC 2003. PLEASE AL SO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NO T RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS . THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
HON HAI PRECISION INDUSTRY CO LTD
Issuer: Y36861105 ISIN: TW0002317005
SEDOL: 6438564
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MERGER WITH AMBIT MICROSYSTEMS CORPORATION Management For
AND HON HAI PRECISION I NDUSTRY COMPANY LIMITED
2. APPROVE THE ISSUE OF NEW SHARES FOR MERGER Management For
3. AMEND THE ARTICLES OF INCORPORATION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BBVA BANCOMER SA DE CV, MEXICO
Issuer: P49505145 ISIN: MX01GF360007
SEDOL: 2968786, 7405374
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO AMEND SEVERAL ARTICLES OF THE COMPANY Management For
BYLAWS IN ORDER TO COMPLY WIT H THE RESOLUTIONS
PROVIDED BY GENERAL RESOLUTION APPLICABLE TO
SECURITIES ISS UERS AND ALL OTHER SECURITIES
MARKET PLAYERS , ISSUED BY THE NATIONAL SECURITI
ES AND BANKING COMMISSION AND PUBLISHED IN THE
FEDERAL OFFICIAL GAZETTE ON 19 MAR 2003
2. AUTHORIZE THE SPECIAL DELEGATES TO FORMALIZE Management For
AND EXECUTE THE RESOLUTIONS ADOPT ED BY THE MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
GRANADA PLC
Issuer: G4049Q100 ISIN: GB0008275660
SEDOL: 0827566, 2047209, 4195731
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE : (A) THE SCHEME OF ARRANGMENT DATED Management For
08 DEC 2003 GRANADA SCHEME BETW EEN THE COMPANY
AND THE HOLDERS OF GRANADA SCHEMA SHARES; (B)
FOR THE PURPOSE OF GIVING EFFECT TO THE GRANADA
SCHEME WITH OR SUBJECT TO ANY MODIFICATION, AD
DITION OR CONDITION APPROVED BY THE COURT: (I)
THAT THE SHARE CAPITAL OF THE C OMPANY BE REDUCED
BY CANCELLING ALL THE GRANADA SCHEME SHARES;
(II) FORTHWITH AND CONTINGENTLY ON SUCH REDUCTION
OF CAPITAL TAKING EFFECT TO INCREASE THE SH ARE
CAPITAL OF THE COMPANY TO ITS FORMER AMOUNT BY
THE CREATION OF SUCH NUMBER OF NEW ORDINARY SHARES
OF 10 PENCE EACH AS SHALL BE EQUAL TO THE NUMBER
OF GR ANADA SCHEME SHARES CANCELLED AT SUB-POINT
(I) ABOVE AND TO APPLY THE RESERVE ARISING IN
THE BOOKS OF ACCOUNT OF THE COMPANY AS A RESULT
OF THE CANCELLATION OF THE GRANADA SCHEME SHARES
BY PAYING UP IN FULL AT PAR THE NEW ORDINARY
SHA RES OF .10 PENCE EACH, SUCH NEW ORDINARY
SHARES TO BE ALLOTTED, ISSUED AND CRE DITED AS
FULLY PAID TO ITV PLC AND/OR ITS NOMINEE(S) AND
AUTHORIZE THE DIRECTO RS OF THE COMPANY IN ACCORDANCE
WITH SECTION 80 OF THE COMPANIES ACT 1985 (THE
ACT) TO GIVE EFFECT TO THIS RESOLUTION AND ACCORDINGLY
TO EFFECT THE ALLOTMEN T OF THE NEW ORDINARY
SHARES UP TO AN AGGREGATE NOMINAL AMOUNT OF SHARES
OF GB P 300,000,000; AUTHORITY EXPIRES ON 31
DEC 2004 ; (C) THE INCREASE OF THE AUT HORIZED
SHARE CAPITAL OF THE COMPANY FROM GBP 370,450,002
TO GBP 570,450,002 B Y THE CREATION OF 200,000,000
REDEEMABLE SHARES OF GBP 1 EACH REDEEMABLE SHAR
ES HAVING THE RIGHTS AND BEING SUBJECT TO THE
RESTRICTIONS SET OUT IN THE COM PANY S ARTICLES
OF ASSOCIATION AS AMENDED PURSUANT TO THIS RESOLUTION;
(D) TO AUTHORIZE THE DIRECTORS OF THE COMPANY,
FOR THE PURPOSES OF SECTION 80 OF THE ACT TO
ALLOT UP TO 200,000,000 REDEEMABLE SHARES TO
SHAREHOLDERS OF THE COMPAN Y ON THE BASIS OF
THE GRANADA SCHEME; (E) TO AMEND THE ARTICLES
OF ASSOCIATION OF THE COMPANY BY THE ADOPTION
AND INCLUSION OF THE A NEW ARTICLE 168 AND BY
THE ADOPTION AND INCLUSION OF A NEW ARTICLE 4A
CONTAINING THE RIGHTS ATTACHING TO THE GRANADA
REDEEMABLE SHARES AND THE RESTRICTIONS TO WHICH
THEY ARE SUBJE CT
2. APPROVE THE ITV APPROVED EXECUTIVE SHARE OPTION Management For
SCHEME APPROVED SCHEME AND A UTHORIZE THE DIRECTORS
TO DO ACTS AND THINGS WHICH THEY MAY CONSIDER
NECESSARY OR DESIRABLE TO CARRY THE APPROVED
SCHEME INTO EFFECT
3. APPROVE THE ITV UNAPPROVED EXECUTIVE SHARE OPTION Management For
SCHEME UNAPPROVED SCHEME A ND AUTHORIZE THE
DIRECTORS TO DO ACTS AND THINGS WHICH THEY MAY
CONSIDER NECES SARY OR DESIRABLE TO CARRY THE
APPROVED SCHEME INTO EFFECT
4. APPROVE THE ITV COMMITMENT SCHEME COMMITMENT Management For
SCHEME AND AUTHORIZE THE DIRECT ORS TO DO ACTS
AND THINGS WHICH THEY MAY CONSIDER NECESSARY
OR DESIRABLE TO CA RRY THE APPROVED SCHEME INTO
EFFECT
5. APPROVE THE ITV SAVINGS RELATED SHARE OPTION Management For
SCHEME SHARESAVE SCHEME AND AUT HORIZE THE
DIRECTORS TO DO ACTS AND THINGS WHICH THEY MAY
CONSIDER NECESSARY O R DESIRABLE TO CARRY THE
APPROVED SCHEME INTO EFFECT
6. APPROVE THE ITV SHARE INCENTIVE PLAN SIP AND Management For
AUTHORIZE THE DIRECTORS TO DO A CTS AND THINGS
WHICH THEY MAY CONSIDER NECESSARY OR DESIRABLE
TO CARRY THE APP ROVED SCHEME INTO EFFECT
7. AUTHORIZE THE DIRECTORS OF ITV PLC TO ESTABLISH Management For
SUCH NUMBER OF SUPPLEMENTS OR APPENDICES TO THE
APPROVED SCHEME, THE UNAPPROVED SCHEME, THE COMMITMENT
SCHEM E, THE SHARESAVE SCHEME AND THE SIP ITV
SHARE SCHEMES OR SUCH OTHER EMPLOYEE S SHARE
SCHEMES IN RELATION TO ITV S ORDINARY SHARES
FOR THE BENEFIT OF EMPLO YEES OF ITV PLC (OR
ANY OF ITS SUBSIDIARIES) WHO ARE RESIDENT OR
WORKING OUTSI DE THE UNITED KINGDOM PROVIDED
THAT THE OVERALL LIMITS ON THE NUMBER OF ITV
OR DINARY SHARES WHICH MAY BE SUBSCRIBED UNDER
ALL ITV PLC S EMPLOYEES SHARE SCH EMES SHALL
NOT BE INCREASED THEREBY AND THAT ITV ORDINARY
SHARES WHICH MAY BE SUBSCRIBED UNDER SUCH SUPPLEMENTS,
APPENDICES OR OTHER EMPLOYEES SHARE SCHEME S
SHALL COUNT TOWARDS THOSE LIMITS
- ------------------------------------------------------------------------------------------------------------------------------------
GRANADA PLC
Issuer: G4049Q100 ISIN: GB0008275660
SEDOL: 0827566, 2047209, 4195731
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT Management For
* PLEASE NOTE THAT THIS IS A SCHEME MEETING. THANK Non-Voting Non-Vote Proposal
YOU
- ------------------------------------------------------------------------------------------------------------------------------------
SIEMENS AG
Issuer: D69671218 ISIN: DE0007236101
SEDOL: 0798725, 4617008, 5727973, 5735222, 5735233, 5735288, 5750399, 5751615
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management
ANNUAL REPORT FOR THE 2002/2003 F Y WITH THE
REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 979,952,931.10 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.10 PER ENTITLED NO-PAR
SHARE AND THE DIVIDEND ON THE SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDE
ND AND PAYABLE DATE: 23 JAN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Management
FOR THE 2003/2004 FY
6. ELECT THE SUPERVISORY BOARD Management
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF THE SHARE CAPITAL, ONCE OR MORE
THAN ONCE BETWEEN 01 MAR 04 AND 21 JUL 05 AND
THE PRICE PAID FOR SUCH SHARES SHALL DEVIATE
NEITHER MORE THAN 10% FROM THEIR MARKET PRICE
IF TH EY ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THEY ARE ACQ UIRED THROUGH
A REPURCHASE OFFER OR AN OFFER TO EXCHANGE THE
SHARES FOR INFINE ON SHARES AND TO RETIRE THE
SHARES, TO USE THE SHARES WITHIN THE SCOPE OF
THE COMPANY S STOCK OPTION PLANS, TO OFFER THE
SHARES TO THE EMPLOYEES OF THE COMP ANY AND ITS
AFFILIATES OR TO BONDHOLDERS AND TO USE THE SHARES
FOR REMUNERATIO N PURPOSES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
INCREASE THE SHARE CAPITAL BY UP TO EUR 600,000,000
THROUGH THE ISSUE OF UP TO 200,000,000 NEW REGISTERED
NO-PA R SHARES AGAINST CONTRIBUTIONS IN CASH
AND/OR KIND, ONCE OR MORE THAN ONCE ON OR BEFORE
21 JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL INCREASE AGAINST
CONTRIBUTIONS IN KIND, FOR RESIDUAL AMOUNTS,
IN ORDER TO GRANT SUCH RIGHTS TO BONDHOLDERS
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH OF UP TO 10% OF THE SHARE CAPITAL IF
THE SHARES ARE ISSU ED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE AND THE AUTHORIZED CAPIT
AL 2001/I AND 2003 SHALL BE REVOKED AND AMEND
THE CORRESPONDING ARTICLES OF AS SOCIATION
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ISSUE BONDS OF UP TO EUR 11,250,0 00,000 CONFERRING
CONVERTIBLE OR OPTION RIGHTS FOR NEW SHARES OF
THE COMPANY, ONCE OR MORE THAN ONCE ON OR BEFORE
21 JAN 09; SHAREHOLDERS SHALL BE GRANTED S UBSCRIPTION
RIGHTS EXCEPT FOR THE ISSUE OF BONDS AT A PRICE
NOT MATERIALLY BEL OW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS AND IN ORDER TO GRANT
SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR OPTION
RIGHTS; AND THE COMPANY S SHAR E CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 733,527,750
THROUGH THE ISSUE OF UP TO 244,509,250 REG. NO-PAR
SHARES, INSOFAR AS CONVERTIBLE OR OPTIO N RIGHTS
ARE EXERCISED CONTINGENT CAPITAL 2004 AND THE
EXISTING AUTHORIZATIO N AND THE CORRESPONDING
CONTINGENT CAPITAL 2003 SHALL BE REVOKED; AND
AMEND TH E CORRESPONDING ARTICLES OF ASSOCIATION
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting
THAT SIEMENS AG SHARES ARE IS SUED IN REGISTERED
FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING
IN ORDER TO ENTITLE YOU TO VOTE. IF YOU HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETUR
N THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC
Issuer: G23296182 ISIN: GB0005331532
SEDOL: 0533153
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE ADOPT THE FINANCIAL STATEMENTS Management For
OF THE COMPANY FOR THE FYE 30 SEP 2003 AND THE
REPORTS OF THE DIRECTORS AND THE AUDITORS
2. APPROVE THE REMUNERATION COMMITTEE S REPORT FOR Management For
THE FYE 30 SEP 2003
3. DECLARE A FINAL DIVIDEND ON THE COMPANY S ORDINARY Management For
SHARES FOR THE FYE 30 SEP 2 003
4. RE-ELECT MR. MICHAEL BAILEY AS A DIRECTOR Management For
5. RE-ELECT MR. DENIS P. CASSIDY AS A DIRECTOR Management For
6. RE-ELECT SIR FRANCIS H. MACKAY AS A DIRECTOR Management For
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
9. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION
AND TO INCUR EU POLITICAL EXPENDITURE UP TO A
MAX IMUM AGGREGATE AMOUNT OF GBP 125,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM
10. APPROVE TO AMEND THE RULES OF THE COMPASS GROUP Management For
UK SAVING-RELATED SHARE OPTION SCHEME, THE COMPASS
GROUP SHARE OPTION SCHEME PLAN, THE COMPASS GROUP
MANAGEM ENT SHARE OPTION PLAN AND THE COMPASS
GROUP LONG-TERM INCENTIVE PLAN AND AUTHO RIZE
THE DIRECTORS TO TAKE ALL ACTIONS WHICH THEY
CONSIDER NECESSARY OR EXPEDI ENT IN CONNECTION
WITH THE IMPLEMENTATION OF THE AMENDMENTS
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) AND SECTION 94(3A)
FOR CASH PURSUANT T O THE AUTHORITY CONFERRED
BY RESOLUTION 7 OF AGM OF THE COMPANY HELD ON
15 FEB 2002, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
I) IN CONNEC TION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; II) UP TO AN AGGRE
GATE NOMINAL AMOUNT OF GBP 10.8 MILLION CONSISTING
OF 108 MILLION ORDINARY SHA RES OF 10 PENCE EACH
IN THE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
THE EAR LIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 15 MAY 2005 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN P URSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For
45 OF THE COMPANY S ARTICLES OF A SSOCIATION
AND IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES
ACT 1985, TO MA KE MARKET PURCHASES SECTION
163 OF UP TO 216,887,191 10% OF THE COMPANY
S I SSUED ORDINARY SHARE CAPITAL AS AT 01 DEC
2004 ORDINARY SHARES OF 10 PENCE EA CH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EXCLUSIVE
OF EXPENSES O F 10 PENCE AND UP TO EXCLUSIVE
OF EXPENSES 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR AN ORDINARY SHARE DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARL IER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 AUG 2005 ; THE
COMP ANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL
Issuer: H5820Q150 ISIN: CH0012005267
SEDOL: 7103065
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management
OF NOVARTIS AG AND THE GRO UP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2003
2. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management
OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARE
A DIVIDEND PAYMENT OF CHF 2,526,705,981 IS EQUIVALENT
TO A G ROSS DIVIDEND OF CHF 1.00 PER REGISTERED
SHARES OF CHF 0.50 NOMINAL VALUE ENTI TLED TO
DIVIDENDS
4. APPROVE TO ALLOCATE THE GENERAL RESERVES AS PER Management
BALANCE SHEET OF 31 DEC 2003 T HE AMOUNTS OF
CHF 360,890,000 TO THE FREE RESERVES
5. APPROVE TO REDUCE THE SHARE CAPITAL BY CHF 12,130,000 Management
FROM CHF 1,400,735,000 T O CHF 1,388,605,000
THAT THE CORRESPONDING NUMBER OF REGISTERED SHARES
FOR SUB SEQUENTLY CANCELLED AND THAT THE RELEVANT
CLAUSE IN THE ARTICLE OF INCORPORATI ON BE AMENDED;
AND AMEND ARTICLE 4 OF THE ARTICLES OF INCORPORATION
6. AUTHORIZE THE BOARD OF DIRECTORS: I) TO LAUNCH Management
A FOURTH SHARE REPURCHASE PROGR AM TO A MAXIMUM
AMOUNT OF CHF 3 BILLION, WITH THE AIM OF CANCELING
THE SHARES BOUGHT BACK AND II) TO REPURCHASE
FOR CANCELLATION OWN SHARES BEYOND THE LIMIT
OF 10% OF THE SHARE CAPITAL OF THE NOVARTIS AG
IN THE COURSE OF EITHER THE CO MPLETION EXISTING
THIRD SHARE REPURCHASE PROGRAM OF CHF 4 BILLION
OR THE IMPLE MENTATION OF THE FOURTH PROGRAM
7. AMEND THE ARTICLE 21 PARAGRAPH 3 OF THE ARTICLES Management
OF INCORPORATION
8.1 APPROVE THE RESIGNATION OF MR. WALTER G. FREHNER Management
AND MR. HEINI LIPPUNER FROM T HE BOARD OF DIRECTORS
8.2a RE-ELECT PROF. DR. HELMUT SIHLER AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
8.2b RE-ELECT MR. HANS-JORG RUDLOFF AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
8.2c RE-ELECT MR. DE DANIEL VASELLA AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
9. APPROVE THE RETENTION OF THE CURRENT AUDITORS Management
OF NOVARTIS AG AND GROUP AUDITOR S, PRICEWATERHOUSECOOPERS
AG FOR A FURTHER YEAR
* PLEASE NOTE THAT THIS IS PART II OF THE MEETING Non-Voting
PROCESSED UNDER MI 122233 INCL UDING THE AGENDA.
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRONICS CO LTD
Issuer: Y74718100 ISIN: KR7005930003
SEDOL: 6771720
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT, THE BALANCE Management For
SHEET, THE PROPOSED DISPOSITION O F RETAINED
EARNING, THE STATEMENT OF PROFIT AND LOSS AND
KRW 5,000 PER 1 COMMO N SHARE AND KRW 5,050 PER
1 PREFERRED SHARE
2.1 ELECT AN EXTERNAL DIRECTOR Management For
2.2 ELECT THE AUDITORS Management For
2.3 ELECT AN INTERNAL DIRECTOR Management For
3. APPROVE THE REMUNERATION LIMIT FOR DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
LG ELECTRONICS INC
Issuer: Y5275H177 ISIN: KR7066570003
SEDOL: 6520739
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS EXPECTED CASH Management For
DIVIDEND: KRW 1,250 PER 1 ORDI NARY SHARE, KRW
1,300 PER 1 PREFERRED SHARE
2. APPROVE THE PARTIAL AMENDMENT TO ARTICLES OF INCORPORATION Management For
3. ELECT NEW OUTSIDE DIRECTORS Management For
4. ELECT NEW AUDIT COMMITTEE MEMBERS Management For
5. APPROVE THE DECISION OF LIMIT OF REMUNERATION Management For
FOR DIRECTORS
6. APPROVE THE SEVERANCE PAYMENT FOR DIRECTORS Management Against
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO
Issuer: Y70334100 ISIN: KR7005490008
SEDOL: 6693233
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 122864 DUE TO THE ADDITIONA L RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE FINANCIAL STATEMENTS/CASH DIVIDEND Management For
KRW 5,000 FOR 1 COMMON SHARE
2.1 APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION AS FOLLOWS: IND UCTION OF ACCUMULATIVE
VOTING
2.2 APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION AS FOLLOWS: IMP ROVEMENT OF
CORPORATE GOVERNANCE
3.1 ELECT OUTSIDE DIRECTORS Management For
3.2 ELECT OUTSIDE DIRECTORS AS AUDIT COMMITTEE MEMBERS Management For
3.3 ELECT STANDING DIRECTORS Management For
4. APPROVE THE CEILING AMOUNT OF TOTAL REMUNERATION Management For
FOR THE DIRECTORS FOR THE FIS CAL YEAR 2004
- ------------------------------------------------------------------------------------------------------------------------------------
STORA ENSO OYJ, HELSINKI
Issuer: X21349117 ISIN: FI0009005961
SEDOL: 5072673, 5315204, 5660562
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU
1. APPROVE, PURSUANT TO ARTICLE 14 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY, THE MATTERS TO
BE RESOLVED AND TO PAY A DIVIDEND OF EUR 0.45
PER SHARE
2. APPROVE TO REDUCE THE SHARE CAPITAL OF THE COMPANY Management For
THROUGH THE CANCELLATION OF THE SHARES HELD BY
THE COMPANY
3. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For
SHARES IN THE COMPANY
4. AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE OF Management For
SHARES HELD BY THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
NOKIA CORPORATION NOK
Issuer: 654902 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1A APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE Management For No
SHEETS.
1B APPROVAL OF A DIVIDEND OF EUR 0.30 PER SHARE. Management For No
1C APPROVAL OF THE DISCHARGE OF THE CHAIRMAN, THE Management For No
MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT
FROM LIABILITY.
1E DIRECTOR Management For No
1G APPROVAL OF THE APPOINTMENT OF THE AUDITOR. ( Management For No
FOR AND ABSTAIN ARE THE ONLY VALID VOTING OPTIONS)
2 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE Shareholder For No
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY THE COMPANY
3 APPROVAL OF THE AUTHORIZATION TO THE BOARD TO Shareholder For No
INCREASE THE SHARE CAPITAL OF THE COMPANY.
4 APPROVAL OF THE AUTHORIZATION TO THE BOARD TO Shareholder For No
REPURCHASE NOKIA SHARES.
5 APPROVAL OF THE AUTHORIZATION TO THE BOARD TO Shareholder For No
DISPOSE NOKIA SHARES HELD BY THE COMPANY.
6 APPROVAL OF THE PROPOSAL OF THE BOARD TO INCREASE Shareholder For No
THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION.
7 MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE Management Against
DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA
UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS
OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM
(WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN
THEIR DISCRETION, ON YOUR BEHALF ONLY UPON ITEM
7 OF THE ANNUAL MEETING AND ANY ADJOURNMENTS
OR POSTPONEMENT THEREOF.
- ------------------------------------------------------------------------------------------------------------------------------------
NOKIA OYJ
Issuer: X61873133 ISIN: FI0009000681
SEDOL: 0083443, 0654504, 5902941, 5945418, 5946154, 5946455
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE MATTERS PERTAINING TO ARTICLE 12 Management For
OF THE ARTICLES OF ASSOCIATION AN D PAYMENT OF
DIVIDEND OF EUR 0.30 PER SHARE
2. APPROVE TO REDUCE THE SHARE CAPITAL OF THE COMPANY Management For
BY A MINIMUM OF EUR 5,668,7 10 AND A MAXIMUM
OF EUR 8,760,000 THROUGH THE CANCELLATION OF
A MINIMUM OF 94, 478,500 AND A MAXIMUM OF 146,000,000
SHARES HELD BY THE COMPANY PRIOR TO THE A GM
BY THE TRANSFER OF THE AGGREGATE PAR VALUE OF
THE SHARES TO BE CANCELLED FR OM THE SHARE CAPITAL
TO THE SHARE PREMIUM CAPITAL, THE RESULTING REDUCTION
NOT AFFECTING THE SHAREHOLDERS EQUITY OF THE
COMPANY OR THEIR VOTING POWER
3. AUTHORIZE THE BOARD OF DIRECTORS BOARD TO INCREASE Management For
THE SHARE CAPITAL OF THE COMPANY UP TO EUR 55,500,000
BY ISSUING NEW SHARES, STOCK OPTIONS OR CONVERTIB
LE BONDS IN ONE OR MORE ISSUES, RESULTING IN
THE CREATION OF AN AGGREGATE MAXI MUM OF 925,000,000
NEW SHARES, EACH WITH A PAR VALUE OF 6 CENTS
ON THE PRESCR IBED TERMS AND CONDITIONS OF
WHICH UP TO EUR 3,000,000 MAY RESULT FROM INCENT
IVE PLANS; AUTHORIZE THE BOARD TO DISAPPLY THE
SHAREHOLDERS PRE-EMPTIVE RIGHTS CONDITIONAL UPON
THE EXISTENCE OF IMPORTANT FINANCIAL GROUNDS
SUCH AS FINANCI NG OR CARRYING OUT OF AN ACQUISITION
OR ANOTHER ARRANGEMENT, OR GRANTING INCEN TIVES
TO SELECTED MEMBERS OF THE PERSONNEL, THE SHARE
SUBSCRIPTION BEING IN CA SH OR IN KIND; AUTHORITY
IS VALID FROM 28 MAR 2004 TO 25 MAR 2005
4. AUTHORIZE THE BOARD TO REPURCHASE A MAXIMUM OF Management For
230,000,000 SHARES WITH A PAR V ALUE OF 6 CENTS,
BY USING FUNDS AVAILABLE FOR DISTRIBUTION OF
PROFITS, EITHER BY: A) A TENDER OFFER MADE TO
ALL THE SHAREHOLDERS ON EQUAL TERMS AND FOR AN
E QUAL PRICE; OR B) THROUGH PUBLIC TRADING IN
WHICH CASE THE SHARES BE REPURCHAS ED IN ANOTHER
PROPORTION THAN THAT OF HOLDINGS OF THE CURRENT
SHAREHOLDERS, AF TER WHICH THE COMPANY MAY ENTER
INTO DERIVATIVE, SHARE LENDING OR OTHER ARRANG
EMENTS WITHIN THE APPLICABLE REGULATORY LIMITS,
THE REPURCHASE PRICE BEING BAS ED ON THE MARKET
PRICE OF THE SHARE IN PUBLIC TRADING, IN ORDER
TO DEVELOP THE CAPITAL STRUCTURE OF THE COMPANY,
TO FINANCE OR CARRY OUT ACQUISITIONS OR OTH ER
ARRANGEMENTS, TO GRANT INCENTIVES TO SELECTED
MEMBERS OF THE PERSONNEL OR I N CONNECTION WITH
THESE, TO BE TRANSFERRED IN OTHER WAYS, OR TO
BE CANCELLED R ESULTING IN A REDUCTION IN THE
COMPANY S DISTRIBUTABLE PROFIT; AUTHORITY IS
V ALID FROM 28 MAR 2004 TO 25 MAR 2005
5. AUTHORIZE THE BOARD TO DISPOSE A MAXIMUM OF 230,000,000 Management For
SHARES WITH A PAR VALU E OF 6 CENTS AS THEY MAY
DEEM FIT AND TO DISPOSE THE SHARES IN ANOTHER
PROPORT ION THAN THAT OF THE SHAREHOLDERS PRE-EMPTIVE
RIGHTS, CONDITIONAL UPON THE EX ISTENCE OF IMPORTANT
FINANCIAL GROUNDS SUCH AS FINANCING OR CARRYING
OUT OF AN ACQUISITION OR ANOTHER ARRANGEMENT,
OR GRANTING INCENTIVES TO SELECTED MEMBER S OF
THE PERSONNEL OR THROUGH PUBLIC TRADING ON THE
EXCHANGES THE RULES OF WHI CH ALLOW COMPANIES
TO TRADE IN THEIR OWN SHARES; AUTHORITY IS VALID
FROM 28 M AR 2004 TO 25 MAR 2005
6. APPROVE TO INCREASE THE CAPITAL OF THE FOUNDATION Management For
OF NOKIA CORPORATION BY EUR 5,000,000 TO BE USED
TO SUPPORT THE SCIENTIFIC DEVELOPMENT OF INFORMATION
AND TELECOMMUNICATIONS TECHNOLOGIES AND TO PROMOTE
EDUCATION IN THE SECTOR
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
* PLEASE NOTE THE REVISED WORDING OF THE RESOLUTIONS. Non-Voting Non-Vote Proposal
THANK YOU
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ROYAL PHILIPS ELECTRONICS NV, EINDHOVEN
Issuer: N6817P109 ISIN: NL0000009538 BLOCKING
SEDOL: 0852643, 4183037, 4197726, 4200572, 5986622
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. OPENING Non-Voting
2. APPROVE THE ANNUAL REPORT, THE DIVIDEND AND THE Management
DISCHARGE
3. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management
4. APPROVE THE REMUNERATION OF THE BOARD OF MANAGEMENT Management
5. GRANT AUTHORITY TO ISSUE SHARES Management
6. GRANT AUTHORITY TO ACQUIRE SHARES IN THE COMPANY Management
7. GRANT AUTHORITY TO FIX THE REGISTRATION DATE Management
8. ANY OTHER BUSINESS Other
9. CLOSING Non-Voting
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ROYAL PHILIPS ELECTRONICS NV, EINDHOVEN
Issuer: N6817P109 ISIN: NL0000009538 BLOCKING
SEDOL: 0852643, 4183037, 4197726, 4200572, 5986622
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 124941 DUE TO CHANGE IN THE MEETING DATE.
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
2.a PROPOSAL TO ADOPT THE 2003 FINANCIAL STATEMENTS Management
2.b EXPLANATION OF CORPORATE GOVERNANCE STRUCTURE Non-Voting
2.c EXPLANATION OF POLICY ON ADDITIONS TO RESERVES Non-Voting
AND DIVIDENDS
2.d PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.36 PER Management
COMMON SHARE
2.e PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD Management
OF MANAGEMENT FOR THEIR RESPONS IBILITIES
2.f PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Management
BOARD FOR THEIR RESPONSIB ILITIES
3.a PROPOSAL TO RE-APPOINT MR. K.A.L.M. VAN MIERT Management
AS A MEMBER OF THE SUPERVISORY B OARD OF THE
COMPANY WITH EFFECT FROM MARCH 25, 2004
3.b PROPOSAL TO APPOINT MR. E. KIST AS A MEMBER OF Management
THE SUPERVISORY BOARD OF THE CO MPANY WITH EFFECT
FROM JULY 1, 2004
4.a PROPOSAL TO ADOPT THE REMUNERATION POLICY FOR Management
THE BOARD OF MANAGEMENT
4.b PROPOSAL TO ALLOCATE THE POOL OF STOCK OPTIONS Management
AND RESTRICTED SHARES TO BE GRA NTED TO MEMBERS
OF THE BOARD OF MANAGEMENT
5. PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management
FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25, 2004,
AS THE BODY WHICH IS AUTHORIZED TO DECIDE, WITH
THE APPROVAL OF THE SUPERVISORY BOARD AND THE
MEETING OF PRIORITY SHAREHOLDERS, TO ISSUE SH
ARES OR RIGHTS TO SHARES WITHIN THE LIMITS LAID
DOWN IN THE ARTICLES OF ASSOCI ATION, AS WELL
AS TO RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHT
ACCRUING TO SHA REHOLDERS. THIS AUTHORIZATION
WILL BE LIMITED TO 10% OF THE ISSUED CAPITAL
PLU S 10% OF THE ISSUED CAPITAL IN CONNECTION
WITH OR ON THE OCCASION OF MERGERS A ND ACQUISITIONS.
6. PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management
FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25, 2004,
WITHIN THE LIMITS OF THE LAW AND THE ARTICLES
OF ASSOCIATION, TO ACQUIRE FOR VALUABLE CONSIDERATION,
ON THE STOCK EXCHANGE OR OTHERWISE, SH ARES IN
THE COMPANY AT A PRICE BETWEEN, ON THE ONE HAND,
AN AMOUNT EQUAL TO TH E PAR VALUE OF THE SHARES
AND, ON THE OTHER HAND, AN AMOUNT EQUAL TO 110%
OF T HE MARKET PRICE OF THESE SHARES ON THE OFFICIAL
SEGMENT OF EURONEXT AMSTERDAM N.V. S STOCK MARKET
(EURONEXT AMSTERDAM); THE MARKET PRICE BEING
THE AVERAGE O F THE HIGHEST PRICE ON EACH OF
THE FIVE DAYS OF TRADING PRIOR TO THE DATE OF
A CQUISITION, AS SHOWN IN THE OFFICIAL PRICE
LIST OF EURONEXT AMSTERDAM.
7. PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management
FOR A PERIOD OF 18 MONTHS, AS OF MARCH 25, 2004,
TO DETERMINE WITHIN THE LIMITS OF THE LAW, UPON
CONVENING A G ENERAL MEETING OF SHAREHOLDERS
OF THE COMPANY, THAT THOSE PERSONS WHO ARE REGI
STERED IN A REGISTER AND ON A DATE SPECIFIED
BY THE BOARD OF MANAGEMENT HAVE T O BE CONSIDERED
AS ENTITLED TO PARTICIPATE IN AND TO VOTE AT
SUCH MEETING.
8. ANY OTHER BUSINESS Non-Voting
9. CLOSING Non-Voting
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 18 MAR 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
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ALPHA BANK SA
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE APPROVE THE 31 DEC 03 BALANCE SHEET AND Management
THE FINANCIAL STATEMENTS ACCOM PANIED BY THE
REPORTS OF THE BOARD OF DIRECTORS AND OF THE
CHARTERED ACCOUNTAN TS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS MEMBERS Management
AND TO THE CHARTERED ACCOUNT ANTS OF ANY LIABILITY
FOR THE DECISION OF THE FY 2003
3. ELECT THE REGULAR CHARTERED ACCOUNTANTS AND THEIR Management
REPLACEMENTS FOR THE FY 2004 AND APPROVE THEIR
EMOLUMENT
4. APPROVE THE TRANSFORMATION BALANCE SHEETS DATED Management
31 MAR 03 AND 06 JUN 03 OF THE COMPANIES ALPHA
HOLDINGS ROMANIA SA AND ALPHA INVEST SA RESPECTIVELY,
ACCOMPA NIED BY THE RELEVANT FINANCIAL STATEMENTS
5. GRANT DISCHARGE TO THE BOARD OF DIRECTORS MEMBERS Management
AND OF THE REGULAR CHARTERED ACCOUNTANTS OF THE
COMPANIES ALPHA HOLDINGS ROMANIA AND ALPHA INVEST
RESPECTI VELY FOR THE FINANCIAL PERIODS FORM
01 JAN 2003 UP TO 24 N OV 2003 AND FROM 01 JAN
2003 UP TO 28 NOV 2003 RESPECTIVELY
6. AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION, Management
RESULTING FROM THE EXERCISE OF PREEMPTIVE RIGHTS
7. APPROVE THE CAPITAL INCREASE BY THE CAPITALIZATION Management
OF THE SURPLUS VALUE DERIVI NG FROM THE ADJUSTMENT
OF THE COMPANY S FIXED ASSETS LAW 3229/2004
AND/OR FR OM THE CAPITALIZATION OF RESERVES
AND THE DISTRIBUTION OF SHARES AND/OR MODIFI
CATION OF THE NOMINAL VALUE OF THE EXISTING SHARES
AND THE IRREVOCABLE ORDER T O THE BOARD OF DIRECTORS
FOR THE ARRANGEMENT OF DISTRIBUTION OF ANY FRACTIONAL
RIGHTS
8. AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management
CONCERNING THE SHARE CAPITAL DU E TO THE AFOREMENTIONED
CAPITAL INCREASE
9. APPROVE A PURCHASE OF THE COMPANY S OWN SHARES Management
PROGRAM ACCORDING TO ARTICLE 16 PARAGRAPH 5 OF
THE LAW 2190/1920
10. AMEND ARTICLES 15, 17 AND 20 OF THE ARTICLES Management
OF ASSOCIATION IN ORDER FOR THE B OARD OF DIRECTORS
TO HAVE THE AUTHORITY TO ISSUE CORPORATE BONDS
IN CONFORMITY WITH THE STIPULATION OF THE ARTICLE
1 PARAGRAPH 2 OF THE LAW 3156/2003
11. APPROVE THE BOARD OF DIRECTORS REMUNERATION Management
12. AUTHORIZE THE BOARD MEMBERS OR THE GENERAL MANAGEMENT Management
OR THE MANAGERS TO PARTI CIPATE TO BOARD OF DIRECTORS
OR THE MANAGEMENT OF THE GROUP OF COMPANIES HAVIN
G THE SAME OR SIMILAR AIMS
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BRIDGESTONE CORP
Issuer: J04578126 ISIN: JP3830800003
SEDOL: 5476402, 6132101
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 8, FINAL JY 8, SPECIAL
JY 0
2 AUTHORIZE SHARE REPURCHASE PROGRAM Management For
3 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For
AT BOARD S DISCRETION
4 ELECT DIRECTOR Management For
5.1 APPOINT INTERNAL STATUTORY AUDITOR Management Against
5.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
6 APPROVE RETIREMENT BONUSES FOR DIRECTOR AND STATUTORY Management Against
AUDITOR
7 APPROVE EXECUTIVE STOCK OPTION PLAN Management For
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CANON INC
Issuer: J05124144 ISIN: JP3242800005
SEDOL: 5485271, 6172323
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 15, FINAL JY 35, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
3.8 ELECT DIRECTOR Management For
3.9 ELECT DIRECTOR Management For
3.10 ELECT DIRECTOR Management For
3.11 ELECT DIRECTOR Management For
3.12 ELECT DIRECTOR Management For
3.13 ELECT DIRECTOR Management For
3.14 ELECT DIRECTOR Management For
3.15 ELECT DIRECTOR Management For
3.16 ELECT DIRECTOR Management For
3.17 ELECT DIRECTOR Management For
3.18 ELECT DIRECTOR Management For
3.19 ELECT DIRECTOR Management For
3.20 ELECT DIRECTOR Management For
3.21 ELECT DIRECTOR Management For
3.22 ELECT DIRECTOR Management For
3.23 ELECT DIRECTOR Management For
3.24 ELECT DIRECTOR Management For
3.25 ELECT DIRECTOR Management For
3.26 ELECT DIRECTOR Management For
3.27 ELECT DIRECTOR Management For
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
4.3 APPOINT INTERNAL STATUTORY AUDITOR Management Against
5 APPOINT ADDITIONAL EXTERNAL AUDITOR Management For
6 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For
STATUTORY AUDITORS
7 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For
CEILING FOR DIRECTORS AND STATUTORY AUDITORS
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KIRIN BREWERY CO LTD
Issuer: 497350108 ISIN: JP3258000003
SEDOL: 0494164, 4510981, 5737499, 6493745
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 6, FINAL JY 6, SPECIAL
JY 0
2 AMEND ARTICLES TO: EXPAND BUSINESS LINES - AUTHORIZE Management For
SHARE REPURCHASES AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
3.8 ELECT DIRECTOR Management For
3.9 ELECT DIRECTOR Management For
3.10 ELECT DIRECTOR Management For
4 APPOINT INTERNAL STATUTORY AUDITOR Management Against
5 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management Against
STATUTORY AUDITOR
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TELEFON AB L.M.ERICSSON
Issuer: W26049119 ISIN: SE0000108656 BLOCKING
SEDOL: 0615642, 4303095, 4321558, 4411200, 5009972, 5179723, 5959378, 5962967, 5967360, 7527267
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal
* ELECT THE CHAIRMAN OF THE MEETING Non-Voting Non-Vote Proposal
* APPROVE THE VOTING LIST Non-Voting Non-Vote Proposal
* APPROVE THE AGENDA OF THE MEETING Non-Voting Non-Vote Proposal
* DETERMINE WHETHER THE MEETING HAS BEEN PROPERLY Non-Voting Non-Vote Proposal
ANNOUNCED
* ELECT 2 PERSONS TO APPROVE THE MINUTES Non-Voting Non-Vote Proposal
* RECEIVE THE ANNUAL REPORT, THE AUDITORS REPORT, Non-Voting Non-Vote Proposal
THE CONSOLIDATED ACCOUNTS AND THE AUDITORS REPORT
ON THE CONSOLIDATED ACCOUNTS; AND RECEIVE THE
WORK OF TH E BOARD OF DIRECTORS AND ITS COMMITTEES
FOR THE PASS 1 YEAR, THE PRESIDENT S S PEECH
AND THE SHAREHOLDERS QUESTIONS AND THE AUDIT
WORK DURING 2003
A. APPROVE THE PROFIT AND LOSS STATEMENT AND THE Management For
BALANCE SHEET, THE CONSOLIDATED PROFIT AND LOSS
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
FOR THE GROUP
B. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For
DIRECTORS AND THE PRESIDENT FRO M THEIR LIABILITY
C. APPROVE THE DETERMINATION OF THE APPROPRIATION Management For
OF THE LOSS IN ACCORDANCE WITH THE APPROVED BALANCE
SHEET
D. APPROVE TO DETERMINE THE NUMBER OF MEMBERS AND Management For
THE DEPUTY MEMBERS OF THE BOARD OF DIRECTORS;
THE NUMBER OF BOARD MEMBERS BE 9 WITHOUT DEPUTY
BOARD MEMBERS
E. APPROVE TO DETERMINE THE FEE PAYABLE TO THE BOARD Management For
OF DIRECTORS; THE FEE TO TH E BOARD OF DIRECTORS
BE MAXIMUM SEK 8 MILLION TO BE DISTRIBUTED BY
THE BOARD O F DIRECTORS AMONG ITS MEMBERS
F.1 RE-ELECT MR. PETER L. BONFIELD AS A BOARD MEMBER Management For
F.2 RE-ELECT MR. SVERKER MARTIN-LOF AS A BOARD MEMBER Management For
F.3 RE-ELECT MR. ARNE MARTENSSON AS A BOARD MEMBER Management For
F.4 RE-ELECT MR. ECKHARD PFEIFFER AS A BOARD MEMBER Management For
F.5 RE-ELECT MR. CARL-HENRIC SVANBERG AS A BOARD MEMBER Management For
F.6 RE-ELECT MS. LENA TORELL AS A BOARD MEMBER Management For
F.7 RE-ELECT MR. MICHAEL TRESCHOW OCH MARCUS WALLENBERG Management For
AS A BOARD MEMBER
F.8 ELECT MS. NANCY MCKINSTRY AS A BOARD MEMBER Management For
G. DETERMINE THE FEE PAYABLE TO THE AUDITORS Management For
H. ELECT MR. PETER CLEMEDTSON, OHRLINGSPRICEWATERHOUSECOOPERS, Management For
AS THE AUDITOR AND MR. ROBERT BARNDEN, OHRLINGSPRICEWATERHOUSECOOPERS,
AS THE DEPUTY AUDITOR FOR THE REMAINING MANDATE
PERIOD UP TO AND INCLUDING THE AGM IN 2007
I. ELECT MR. BENGT BELFRAGE, MR. CHRISTER ELMEHAGEN, Management For
MR. ANDERS NYREN, MR. BJORN SVEDBERG AND MR.
OCH MICHAEL TRESCHOW AS A MEMBERS OF THE NOMINATION
COMMITTEE UNTIL THE END OF THE AGM IN 2005; AND
APPROVE THAT NO FEE IS TO BE PAID TO TH E NOMINATION
COMMITTEE FOR THIS PERIOD
J. APPROVE THE LONG TERM INCENTIVE PLAN 2004 LTI Management For
2004 , FOR SENIOR MANAGERS AND OTHER KEY CONTRIBUTORS
AND INCLUDE 23,500,000 SHARES OF SERIES B TO
BE ADDED T O THE SPP 2003, WHICH WILL APPLY DURING
THE SECOND HALF OF THE ALREADY INITIAT ED 24
MONTH CONTRIBUTION PERIOD UNDER THE PLAN
K. AUTHORIZE THE BOARD OF DIRECTORS TO EXAMINE WHETHER Management For
THE PERFORMANCE MATCHING U NDER LTI 2004 IS REASONABLE
CONSIDERING THE COMPANY S FINANCIAL RESULTS AND
PO SITION, CONDITIONS ON THE STOCK MARKET AND
OTHER CIRCUMSTANCES, AND IF NOT RED UCE THE NUMBER
OF PERFORMANCE SHARES TO BE MATCHED UNDER LTI
2004 TO THE LOWER NUMBER OF SHARES DEEMED APPROPRIATE
BY THE BOARD OF DIRECTORS
L. AMEND ONE PARAMETER OF THE SPP 2003 TO REMOVE Management For
THE SEK 50,000 ANNUAL RESTRICTIO N ON INDIVIDUAL
CONTRIBUTIONS AND INVESTMENT IN SHARES, WHILE
RETAINING THE 7. 5% OF ANNUAL SALARY AS THE MAXIMUM
M. APPROVE TO TRANSFER OF OWN SHARES UP TO 24,600,000 Management For
SHARES OF SERIES B 23,5000 SHARES RELATED TO
LTI 2004 AND 1,100,000 SHARES TO SPP 2003 , TO
SUCH PERSONS WITHIN THE ERICSSON GROUP COVERED
BY THE TERMS AND CONDITIONS FOR THE SPP 200 3
AND LTI 2004, FOR FREE CONSIDERATION UNTIL 15
NOV 2004; AND AUTHORIZE THE ER ICSSON TO TRANSFER
OF UP TO 4,90,000 SHARES OF SERIES B, OUT OF
THE HOLDINGS O F 24,600,000 SHARES, IN ORDER
TO COVER CERTAIN PAYMENTS, MAINLY SOCIAL SECURIT
Y PAYMENTS 4,700,000 SHARES ARE RELATED TO LTI
2004 AND 200,000 SHARES TO SPP 2003 , PRIOR TO
THE AGM IN 2005; TRANSFER OF THE SHARES EFFECTED
AT STOCKHOLM SBORSEN AT A PRICE WITHIN THE, AT
EACH TIME, REGISTERED PRICE INTERVAL FOR THE SHARE
N. AUTHORIZE THE ERICSSON THE TRANSFER OF OWN SHARES, Management For
UP TO A MAXIMUM OF 55,780,5 65 SHARES OF SERIES
B OR THE LOWER NUMBER OF SHARES OF SERIES B,
WHICH AS PER 06 APR 2004, REMAINS OF THE ORGINAL
TOTAL HOLDING OF 57,000,000 SHARES, FOR TH E
PURPOSE OF COVERING CERTAIN PAYMENTS, PRIMARILY
SOCIAL SECURITY CHARGES THAT MAY OCCUR IN RELATION
TO THE COMPANY S GLOBAL STOCK INCENTIVE PROGRAM
2001 AN D SPP 2003
O. APPROVE THE EQUAL VOTING RIGHTS FOR SHARES OF Management For
SERIES A AND SERIES B WITHOUT CO MPENSATION TO
THE HOLDERS OF SHARES OF SERIES A
* CLOSING OF THE MEETING Non-Voting Non-Vote Proposal
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TPG NV,S GRAVENHAGE
Issuer: N31143105 ISIN: NL0000009058 BLOCKING
SEDOL: 0306258, 5481558, 5491201
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING AND ANNOUNCEMENTS Management
2. RECEIVE THE PRESENTATION BY MR. M.P. BAKKER Management
3. APPROVE THE REPORT BY THE EXECUTIVE BOARD OVER Management
THE ANNUAL YEAR 2003
4. APPROVE THE CORPORATE GOVERNANCE Management
5.A APPROVE THE ANNUAL ACCOUNT 2003 Management
5.B APPROVE THE DIVIDEND POLICY AND DIVIDEND PAYMENT Management
5.C GRANT DISCHARGE TO THE MEMBERS OF THE EXECUTIVE Management
BOARD
5.D GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management
BOARD
5.E APPROVE TO USE THE ENGLISH LANGUAGE FOR THE ANNUAL Management
ACCOUNT AND THE ANNUAL REPO RT
6. APPROVE TO CHANGE THE COMPOSITION OF THE EXECUTIVE Management
BOARD
7. APPROVE TO DETERMINE THE REMUNERATION POLICY Management
OF THE EXECUTIVE BOARD
8. APPROVE TO RECOMMEND THE APPOINTING OF A MEMBER Management
OF THE SUPERVISORY BOARD AND T HE ANNOUNCEMENTS
OF VACANCIES IN THE SUPERVISORY BOARD
9.A GRANT AUTHORITY TO ISSUE SHARES Management
9.B APPROVE THE LIMITATION AO EXCLUSION OF THE PREFERENTIAL Management
RIGHTS
10. GRANT AUTHORITY TO PURCHASE OWN SHARES Management
11. APPROVE THE THREE-YEARLY ANNOUNCEMENTS Management
12. APPROVE THE CHANGE OF THE ARTICLES OF ASSOCIATION Management
13. QUESTIONS Management
14. CLOSURE Non-Voting
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UBS AG
Issuer: H8920M855 ISIN: CH0012032030 BLOCKING
SEDOL: 2193607, 2782179, 7126114
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT, THE GROUP AND THE Management
PARENT COMPANY ACCOUNTS FOR 2003, REPORTS OF
THE GROUP AND THE STATUTORY AUDITORS
2. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management
DIVIDEND FOR FY 2003
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE GROUP EXECUTI VE BOARD
4.1 RE-ELECT SIR PETER DAVIS AS A DIRECTOR Management
4.2.1 ELECT MR. STEPHAN HAERINGER AS A NEW BOARD MEMBER Management
4.2.2 ELECT MR. HELMUT PANKE AS A NEW BOARD MEMBER Management
4.2.3 ELECT MR. PETER SPUHLER AS A NEW BOARD MEMBER Management
4.3 RE-ELECT ERNST YOUNG LTD., BASEL, AS THE GROUP Management
AND THE STATUTORY AUDITORS
5.1 APPROVE TO CANCEL THE SHARES REPURCHASED UNDER Management
THE 2003/2004 SHARE BUYBACK PRO GRAM AND RESPECTIVE
AMENDMENT OF ARTICLE 4 OF THE ARTICLES OF ASSOCIATION
5.2 APPROVE THE NEW 2004/2005 SHARE BUYBACK PROGRAM Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting
SENT UNDER MEETING #118239. THANK YOU
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WPP GROUP PLC
Issuer: G97974102 ISIN: GB0009740423
SEDOL: 0974042, 5474923
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE WPP GROUP PLC 2004 LEADERSHIP EQUITY Management For
ACQUISITION PLAN 2004 LEAP AS SPECIFIED AND
AUTHORIZE THE DIRECTORS OF THE COMPANY ACTING
THROUGH ITS COM PENSATION COMMITTEE TO MAKE SUCH
AMENDMENTS TO THE RULES RELATING TO 2004 LEAP
AND TO DO ALL SUCH ACTS AND THINGS WHICH IT MAY
CONSIDER NECESSARY OR EXPEDIE NT FOR THE PURPOSES
OF CARRYING 2004 LEAP INTO EFFECT INCLUDING,
WITHOUT LIMIT ATION, TO MAKE AMENDMENTS AND MODIFICATIONS
THAT ARE REQUIRED IN ORDER TO TAKE ACCOUNT OF
LAWS AND REGULATIONS IN OVERSEAS JURISDICTIONS
WHICH ENABLE NON-UK RESIDENT EMPLOYEES TO PARTICIPATE
IN 2004 LEAP IN A BENEFICIAL MANNER INCLUDI NG
WITHOUT LIMITATION THE ESTABLISHMENT OF SEPARATE
PLANS IN DIFFERENT JURISDI CTIONS REPLICATING
IN ALL SUBSTANTIAL RESPECTS THE PROVISIONS OF
2004 LEAP
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HENKEL KGAA
Issuer: D32051126 ISIN: DE0006048432 BLOCKING
SEDOL: 4420314, 4420518, 5076705, 5084924, 5084946, 7159143
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT AND APPROVE THE
2003 FINANCIAL STATEMENTS
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting
PROFIT OF EUR 166,992,742.50 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.14 PER ORDINARY SHARE;
PAYMENT OF A D IVIDEND OF EUR 1.20 PER PREFERENCE
SHARE; AND EX-DIVIDEND AND PAYABLE DATE: 20 APR
2004
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5. RATIFY THE ACTS OF THE SHAREHOLDERS COMMITTEE Non-Voting
6. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Non-Voting
FOR THE FY 2004
7. ELECT THE SHAREHOLDERS COMMITTEE Non-Voting
8. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE UP Non-Voting
TO 10% OF OWN ORDINARY AND PREFER ENCE SHARES,
AT A PRICE NOT DEVIATING MORE THAN 5% FROM THEIR
MARKET PRICE, ON OR BEFORE 18 OCT 2005; AND AUTHORIZE
THE GENERAL PARTNERS TO USE THE SHARES W ITHIN
THE SCOPE OF THE COMPANY S STOCK INCENTIVE PLAN
OR FOR ACQUISITION PURPO SES, TO SELL THE SHARES
TO THIRD PARTIES AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE AND TO RETIRE THEIR SHARES
9. AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Non-Voting
WITH THE GERMAN CORPORATE GOVE RNANCE CODE
10. APPROVE THE COMPANY S CONTROL AND PROFIT TRANSFER Non-Voting
AGREEMENT WITH ITS WHOLLY-OW NED SUBSIDIARY HENKEL
DORUS GMBH, EFFECTIVE FROM 01 JAN 2004, UNTIL
AT LEAST 3 1 DEC 2008
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ITV PLC
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RE-APPOINT SIR PETER BURT AS A NON-EXECUTIVE DIRECTOR Management For
2. RE-APPOINT MR. DAVID CHANCE AS A NON-EXECUTIVE Management For
DIRECTOR
3. RE-APPOINT MR. JAMES CROSBY AS A NON-EXECUTIVE Management For
DIRECTOR
4. RE-APPOINT MR. JOHN MCGRATH AS A NON-EXECUTIVE Management For
DIRECTOR
5. RE-APPOINT SIR BRIAN PITMAN AS A NON-EXECUTIVE Management For
DIRECTOR
6. RE-APPOINT SIR GEORGE RUSSELL AS A NON-EXECUTIVE Management For
DIRECTOR
7. RE-APPOINT MR. ETIENNE DE VILLIERS AS A NON-EXECUTIVE Management For
DIRECTOR
8. RE-APPOINT MR. CHARLES ALLEN AS A NON-EXECUTIVE Management For
DIRECTOR
9. RE-APPOINT MR. HENRY STAUNTON AS A NON-EXECUTIVE Management For
DIRECTOR
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIE S UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 140 MILLION CONSISTING OF 1.36
BILL ION ORDINARY SHARES AND 41 MILLION CONVERTIBLE
SHARES; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2009
OR 18 APR 2009 ; A ND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHOR ITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 WHOLLY FOR CASH HELD
BY THE COMPANY AS TREASURY SHARES PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 10, DISAPPL
YING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , PROVIDED THAT THIS POWE R IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN
CONNECTION WITH A RI GHTS ISSUE IN FAVOR OF ORDINARY
SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AM
OUNT OF GBP 21 MILLION CONSISTING OF 204 MILLION
ORDINARY SHARES AND 6 MILLION CONVERTIBLE SHARES
IN THE COMPANY; AUTHORITY EXPIRES THE EARLIER
OF THE CONC LUSION OF THE NEXT AGM OF THE COMPANY
OR 18 JUL 2005 ; AND THE DIRECTORS MAY A LLOT
EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
12. AUTHORIZE THE COMPANY AND ANY COMPANY THAT IS Management For
OR BECOMES THE SUBSIDIARY OF THE COMPANY, FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT
1985 AS AMENDED , TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATION AND TO INCUR EU POLITICAL EXPEN
DITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP
160,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM
S.13 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5 AND ARTICLE 49
OF THE ARTICLES OF ASSOCIATION AND CHAPTER VII
OF PART V OF T HE COMPANIES ACT, TO MAKE MARKET
PURCHASES SECTION 163 OF UP TO 408 MILLION
ORDINARY SHARES AND 112 MILLION CONVERTIBLE SHARES,
AT A MINIMUM PRICE EQUAL T O 10 CENTS AND NOT
MORE THAN 5% ABOVE 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 JUL 2005 ; THE COMPANY,
BEFORE THE EXPIR Y, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUT ED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
14. APPROVE THE PERFORMANCE SHARE PLAN PSP AS Management For
PRESCRIBED AND AUTHORIZE THE DIR ECTORS TO DO
ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY
OR DESIRABLE TO CARR Y THE PSP INTO EFFECT OR
TO COMPLY WITH THE UK LISTING AUTHORITY AND/OR
INSTIT UTIONAL REQUIREMENTS
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PUBLIC POWER CORP OF GREECE
Issuer: X7023M103 ISIN: GRS434003000 BLOCKING
SEDOL: 7268298, B00K9B3
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR FY Management
2003 AFTER HEARING THE BOARD OF DIRECTORS AND
THE AUDITORS RELEVANT REPORTS
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR FY 2003 AFTER HEARING THE BO ARD OF DIRECTORS
AND THE AUDITORS RELEVANT REPORTS
3. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS, Management
BASED ON INTERNATIONAL FINANCIA L STANDARDS FOR
FY 2003
4. APPROVE THE EXEMPTION OF THE MEMBERS OF BOARD Management
OF DIRECTORS AND THE AUDITORS FR OM ANY LIABILITY
FOR INDEMNITY, REGARDING THE MANAGEMENT AND THE
COMPANY S FIN ANCIAL STATEMENTS AND THE CONSOLIDATED
STATEMENTS FOR FY 2003
5. APPROVE A DIVIDEND PAYMENT FOR FY 2003 Management
6. ELECT THE AUDITORS FOR THE FY 2004, PURSUANT Management
TO ARTICLE S 31 AND 32 OF THE COM PANY S ARTICLES
OF ASSOCIATION
7. APPROVE THE BOARD OF DIRECTORS RECEIVED REMUNERATIONS Management
FOR THE YEAR 2003 AND PR EAPPROVAL OF THEIR REMUNERATION
FOR THE YEAR 2004
8. APPROVE THE CERTIFIED AUDITORS REMUNERATION FOR Management
2003
9. MISCELLANEOUS ANNOUNCEMENTS Other
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ANGLO AMERICAN PLC
Issuer: G03764100 ISIN: GB0004901517
SEDOL: 0490151, 2947473, 5699663, 6152972, 6367709, 6382058, 7116784
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS COMPRISING Management For
THE CONSOLIDATED FINANCI AL STATEMENTS OF THE
ANGLO AMERICAN GROUP AND THE UNCONSOLIDATED FINANCIAL
STA TEMENTS OF ANGLO AMERICAN PLC INCORPORATED
THEREIN AND THE REPORTS OF THE DIRE CTORS AND
THE AUDITORS FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND OF US CENTS 39 PER ORDINARY Management For
SHARE, WHICH, TOGETHER WI TH THE INTERIM DIVIDEND
DECLARED IN AUG AND PAID IN SEP 2003, WILL RESULT
IN A TOTAL DIVIDEND IN RESPECT OF THE YE 31 DEC
2003 OF US CENTS 54 PER ORDINARY S HARE
3. ELECT DR. M.S.B. MARQUES AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF T HE ARTICLES OF ASSOCIATION
OF THE COMPANY
4. RE-ELECT MR. B.E. DAVISON AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
5. RE-ELECT DR. C.E. FAY AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
6. RE-ELECT MR. A.W. LEA AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
7. RE-ELECT MR. R.J. MARGETTS AS A DIRECTOR, IN Management For
ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
8. RE-ELECT MR. W.A. NAIM AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
9. RE-ELECT MR. N.F. OPPENHEIMER AS A DIRECTOR, Management For
IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
FOR THE ENSUING YEAR AND AUTH ORIZE THE DIRECTORS
TO DETERMINE THEIR REMUNERATION
11. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003 SET OUT IN T HE ANNUAL REPORT
12. APPROVE THAT, THE RULES OF THE ANGLO AMERICAN Management For
BONUS SHARE PLAN 2004 PLAN REF ERRED TO IN
THE CHAIRMAN OF THE REMUNERATION COMMITTEE S
AS SPECIFIED, AND AUT HORIZE THE DIRECTORS TO
MAKE SUCH MODIFICATIONS TO THE PLAN AS THEY MAY
CONSID ER NECESSARY TO TAKE ACCOUNT OF THE REQUIREMENTS
OF THE UK LISTING AUTHORITY A ND BEST PRACTICE
AND TO ADOPT THE PLAN AS SO MODIFIED AND SO ALL
ACTS AND THIN GS NECESSARY TO OPERATE THE PLAN
13. AUTHORIZE THE DIRECTORS TO ESTABLISH FURTHER Management For
PLANS BASED ON THE PLAN BUT MODIF IED AS MAY
BE NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF
OVER SECURITIES LAWS, EXCHANGE CONTROL AND TAX
LEGISLATION, PROVIDED THAT ANY ORDINARY SHARES
OF THE COMPANY AGAINST ANY LIMITS ON INDIVIDUAL
PARTICIPATION OR OVERALL PARTICIPATI ON IN THE
PLAN
14. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
CONFERRED BY ARTICLE 9.2 OF THE COMPANY S ARTICLES
OF ASSOCIATION BE RENEWED UNTIL THE DATE OF THE
AGM IN 2005 UP TO AN AGGREGATE NOMINAL AMOUNT
OF USD 246,500,000 493 MILLION ORDI NARY SHARES
S.15 AUTHORIZE THE DIRECTORS TO ALLOT UP TO 63.5 MILLION Management For
UNISSUED ORDINARY SHARES F OR CASH
S.16 AUTHORIZE THE DIRECTORS TO REPURCHASE UP TO 148 Management For
MILLION SHARES IN THE MARKET
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NESTLE SA, CHAM UND VEVEY
Issuer: H57312466 ISIN: CH0012056047
SEDOL: 3056044, 7123870
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY
Issuer: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE ANNUAL REPORT, ACCOUNTS OF NESTLE Management
S.A. AND OF NESTLE GROUP AND THE REPORT OF THE
AUDITORS
2. APPROVE THE RELEASE OF THE BOARD OF DIRECTORS Management
AND THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management
THE PROFITS RESULTING FROM THE BA LANCE SHEET
OF NESTLE S.A.
4.A ELECT SIR EDWARD GEORGE AS A BOARD OF DIRECTOR Management
4.B ELECT MR. KASPAR VILLIGER AS A BOARD OF DIRECTOR Management
4.C ELECT MR. ROLF HAENGGI AS A BOARD OF DIRECTOR Management
4.D ELECT MR. DANIEL BOREL AS A BOARD OF DIRECTOR Management
4.E ELECT MRS. CAROLINA MUNELLER AS A BOARD OF DIRECTOR Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting
SENT UNDER MEETING #122237. PLEASE ALSO NOTE
THAT IF YOU HAVE ALREADY REGISTERED YOUR SHARES,
THE CUT-OFF DATE FOR YOUR VOTING INSTRUCTIONS
IS 08 APR 2004. THANK YOU
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REUTERS GROUP PLC
Issuer: G7540P109 ISIN: GB0002369139
SEDOL: 0236913, 5417478
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
FINANCIAL STATEMENTS OF TH E COMPANY FOR THE
YE 31 DEC 2003
2. APPROVE THE DIRECTORS REMUNERATION REPORT AND Management For
THE COMPANY S REMUNERATION POLI CY FOR THE YE
31 DEC 2003
3. DECLARE A DIVIDEND Management For
4. RE-ELECT MR. TOM GLOCER AS A DIRECTOR WHO RETIRES Management For
BY ROTATION
5. RE-ELECT MR. DAVID GRIGSON AS A DIRECTOR WHO Management For
RETIRES BY ROTATION
6. RE-ELECT SIR CHRISTOPHER HOGG AS A DIRECTOR WHO Management For
RETIRES BY ROTATION
7. RE-ELECT MR. IAN STRACHAN AS A DIRECTOR WHO RETIRES Management For
BY ROTATION
8. RE-ELECT MR. CHARLES SINCLAIR AS A DIRECTOR OF Management For
THE COMPANY WHO HAS SERVED FOR MORE THAN NINE
YEARS
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING OF THE COMPANY
10. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITORS
11. APPROVE THAT, PURSUANT TO REGULATION 86 OF THE Management For
ARTICLES OF ASSOCIATION OF THE COMPANY, THE ORDINARY
REMUNERATION OF EACH OF THE DIRECTORS NOT HOLDING
EXECUT IVE OFFICE BE AND IS HEREBY INCREASED
WITH EFFECT FROM 01 JAN 2004 TO GBP 50,0 00 PER
ANNUM
12. APPROVE THE AMENDMENTS HIGHLIGHTED IN THE RULES Management For
OF THE LONG TERM INCENTIVE EXE CUTIVE PLAN
13. APPROVE THAT, THE RESTRICTED SHARE PLAN AND THE Management For
REMOVAL OF THE RE-TESTING PROV ISIONS FOR FUTURE
GRANTS UNDER THE DISCRETIONARY SHARE OPTION PLAN
14. AUTHORIZE THE DIRECTORS, SUBJECT TO THE RESOLUTION Management For
13 TO ESTABLISH FURTHER PLA NS BASED ON THE RESTRICTED
SHARE PLAN BUT MODIFIED TO TAKE ACCOUNT OF THE
LOCA L TAX, EXCHANGE CONTROL OR THE SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVID ED THAT
ANY SHARES MADE AVAILABLE UNDER ANY SUCH LAWS
ARE TREATED AS COUNTING AGAINST ANY LIMIT ON
INDIVIDUAL OR OVERALL PARTICIPATION IN THE RESTRICTED
SHA RE PLAN AND PROVIDED FURTHER THAT SUCH FURTHER
PLANS SO FAR AS PRACTICABLE CON TAIN LIMITATIONS
SO AS TO ENSURE THAT PARTICIPANTS OBTAIN NO GREATER
BENEFITS BEFORE TAX THAN EMPLOYEES MAY OBTAIN
FROM PARTICIPATING IN THE RESTRICTED SH ARE PLAN
15. APPROVE THE ANNUAL BONUS PROFIT SHARING PLAN RULES Management For
16. AUTHORIZE THE DIRECTORS, SUBJECT TO THE RESOLUTION Management For
15 TO ESTABLISH FURTHER PLA NS BASED ON THE ANNUAL
BONUS PROFIT SHARING PLAN BUT MODIFIED TO TAKE
ACCOUNT OF THE LOCAL TAX, EXCHANGE CONTROL OR
THE SECURITIES LAWS IN OVERSEAS TERRITOR IES,
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
ANY SUCH LAWS ARE TREATED A S COUNTING AGAINST
ANY LIMIT ON INDIVIDUAL OR OVERALL PARTICIPATION
IN THE ANN UAL BONUS PROFIT SHARING PLAN AND
PROVIDED FURTHER THAT SUCH FURTHER PLANS SO FAR
AS PRACTICABLE CONTAIN LIMITATIONS SO AS TO ENSURE
THAT PARTICIPANTS OBTAI N NO GREATER BENEFITS
BEFORE TAX THAN EMPLOYEES MAY OBTAIN FROM PARTICIPATIN
G IN THE ANNUAL BONUS PROFIT SHARING PLAN
S.17 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985,
OF UP TO 143,254,000 ORDINARY SHARES IN THE CAPITAL
OF THE COMPAN Y; AND THE MINIMUM PRICE OF THE
FOR EACH ORDINARY SHARE IS THE NOMINAL VALUE
P ER SHARE; AND THE MAXIMUM PRICE PAY FOR EACH
ORDINARY SHARE IS 5% ABOVE THE AV ERAGE OF THE
CLOSING MIDDLE MARKET PRICE TAKEN FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR 22 JUL 2005 ; THE COMPANY, BEFOR E THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE SHARES WHICH
WILL OR MAY BE EXEC UTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
S.18 APPROVE TO ADOPT THE SPECIFIED DRAFT REGULATIONS, Management For
AS THE COMPANY S ARTICLES OF ASSOCIATION IN SUBSTITUTION
FOR THE COMPANY S EXISTING ARTICLES OF ASSOCIATIO
N
19. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY THE REGULATION 11 (A) OF THE COMPANY
S ARTICLES OF ASSOCIATION WITH THE SECTION 80
AMOUNT BEING GBP 107,400,000; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR 22 JUL 2005
S.20 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY THE REGULATION 11 (B) OF THE COMPANY
S ARTICLES OF ASSOCIATION WITH THE SECTION 89
AMOUNT BEING GBP 17,000,000; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT A GM
OR 22 JUL 2005
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ING GROEP NV
Issuer: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7159176
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING REMARKS AND ANNOUNCEMENTS. Non-Voting
2.A DISCUSSION OF THE REPORTS OF THE EXECUTIVE BOARD Management
AND THE SUPERVISORY BOARD FOR 2003.
2.B DISCUSSION OF THE PROFIT RETENTION AND DISTRIBUTION Management
POLICY.
3.A DISCUSSION AND ADOPTION OF THE ANNUAL ACCOUNTS Management
FOR 2003.
3.B ADOPTION OF THE DIVIDEND FOR 2003. Management
4. APPOINTMENT OF THE AUDITOR. Management
5.A PROPOSAL TO DISCHARGE THE EXECUTIVE BOARD IN Management
RESPECT OF THE DUTIES PERFORMED D URING THE YEAR
2003.
5.B PROPOSAL TO DISCHARGE THE SUPERVISORY BOARD IN Management
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR
2003.
6. CORPORATE GOVERNANCE. Management
7.A ADOPTION OF REMUNERATION POLICY. Management
7.B APPROVAL OF LONG-TERM INCENTIVE PLAN. Management
8. AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management
9.A APPOINTMENT OF ERIC BOYER DE LA GIRODAY. Management
9.B APPOINTMENT OF ELI LEENAARS. Management
9.C APPOINTMENT OF HANS VERKOREN. Management
10. COMPOSITION OF THE SUPERVISORY BOARD: APPOINTMENT Management
OF ERIC BOURDAIS DE CHARBON NIERE
11. AUTHORISATION TO ISSUE SHARES AND TO RESTRICT Management
OR EXCLUDE PREFERENTIAL RIGHTS. RIGHT
12. AUTHORISATION TO THE COMPANY TO ACQUIRE SHARES Management
OR DEPOSITARY RECEIPTS FOR SHAR ES IN ITS OWN
CAPITAL.
13. ANY OTHER BUSINESS AND CONCLUSION. Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE 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.
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 20 APR 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
A.P. MOELLER - MAERSK A/S
Issuer: K0514G101 ISIN: DK0010244508
SEDOL: 4253048
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
A. RECEIVE A REPORT TO BE MADE ON THE ACTIVITIES Management Abstain
OF THE COMPANY DURING THE PAST F Y
B. APPROVE THE AUDITED REPORT Management For
C. GRANT DISCHARGE TO THE DIRECTORS FROM THEIR OBLIGATIONS Management For
D. APPROVE THE AMOUNT OF THE DIVIDEND AND THE DISTRIBUTION Management Against
OF THE SURPLUS
E.1 RE-ELECT MR. POUL J. SVANHOLM AS A DIRECTOR Management For
E.2 RE-ELECT MR. ANE MAERSK MC-KINNEY UGGLA AS A DIRECTOR Management For
E.3 RE-ELECT MR. LARS KANN-RASMUSSEN AS A DIRECTOR Management For
E.4 RE-ELECT MR. JAN LESCHLY AS A DIRECTOR Management For
E.5 RE-ELECT MR. JENS ERIK SKOVRIDER-MADSEN AS A DIRECTOR Management For
E.6 RE-ELECT MR. HENRIK LORENSEN SOLMER AS A DIRECTOR Management For
F. RE-ELECT THE STATE AUTHORIZED PUBLIC ACCOUNT Management For
SOREN THORUP SORENSEN, KPMG C. JE SPERSEN STATSAUTORISERET
REVISIONSINTERESSENTSKAB AND STATE AUTHORIZED
PUBLIC ACCOUNTANT GERT FISKER TOMCZYK, GRANT
THORNTON STATSAUTORISERET REVISIONSKIESE LSKAB
G.1 AUTHORIZE THE COMPANY, PURSUANT TO THE DANISH Management For
COMPANIES ACT, ARTICLE 48, TO AC QUIRE OWN SHARES
OF A NOMINAL VALUE UP TO 10% OF THE COMPANY S
SHARE CAPITAL A ND THE PRICE MUST NOT DEVIATE
BY MORE THAN 10% FROM THE PRICE QUOTED ON THE
CO PENHAGEN STOCK EXCHANGE ON THE DATE OF PURCHASE;
AUTHORITY EXPIRES AT THE NEX T AGM
G.2 AMEND THE ARTICLES OF ASSOCIATION: A) BY DELETING Management For
AND REPLACING ARTICLE 3, 3RD SENTENCE WITH A
NEW SENTENCE; B) BY DELETING AND REPLACING ARTICLE
6, 7TH SEN TENCE WITH A NEW SENTENCE
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE RIO
Issuer: 204412 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
OA APPRECIATION OF THE MANAGEMENT S REPORT AND ANALYSIS, Management For No
DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.
OB PROPOSAL FOR THE DESTINATION OF THE PROFITS OF Management For No
THE SAID FISCAL YEAR.
OC ESTABLISHMENT OF THE TOTAL AND ANNUAL REMUNERATION Management For No
OF THE MEMBERS OF THE COMPANY S MANAGEMENT.
OD ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL Management For No
AND ESTABLISHMENT OF THEIR REMUNERATION.
E A PROPOSAL OF CAPITAL INCREASE, THROUGH THE CAPITALIZATION Shareholder For No
OF RESERVES, WITHOUT THE ISSUANCE OF SHARES,
AND THE CONSEQUENT CHANGE OF THE HEAD SECTION
OF ARTICLE 5 OF THE COMPANY S BY-LAWS.
- ------------------------------------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
Issuer: D24909109 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 1,312,052,802 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYA BLE DATE: 29 APR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management
SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
6. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANYS WHOLLY-OWN ED E. ON NORDIC
HOLDING GMBH, WITH EFFECT FROM 01 JAN 2004 UNTIL
AT LEAST 31 D EC 2008
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DIFFERING MORE THAN 20% FROM THEIR MARKET PRICE,
ON OR BEFORE 2 8 JAN 2005; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS 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 ACQUISIT ION PURPOSES OR FOR SATISFYING
EXISTING OPTION AND CONVERSION RIGHTS, OR ISSUE
D TO THE COMPANYS AND ITS AFFILIATES EMPLOYEES;
THE SHARES MAY ALSO BE RETIRED
8. APPOINT PRICEWATERHOUSECOOPERS, DEUTSCHE REVISION Management
AG, DUSSELDORF, AS THE AUDIT ORS FOR THE FY 2004
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management
REPORT AND THE GENERAL AUDITORS REPORT AND APPROVE
THE ACCOUNTS AND THE BALANCE SHEET OF THE COMPANY
TOTAL S .A. FOR THE FY 2003
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management
3,272,172,931.00; PRIOR RETAINE D EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARE
S: 655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD : EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.7 0 WITH A CORRESPONDING TAX CREDIT
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-38 OF THE
COMMERCIAL LAW
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOW
ING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUT HORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000 , WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDI
NATED OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT
OF EUR 10,000,000,000.00; AU THORITY EXPIRES
AT THE END OF 5 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management
DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management
TCHURUK AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management
WITH THE PROVISION OF TH E ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 Y EARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. PHIL IPPE MARCHANDISE
AS A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICL E 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. CYRI L MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WH O REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management
THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management
KPMG AUDIT AS THE STATUTORY AU DITOR FOR A PERIOD
OF 6 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management
ALAIN GROSMANN, AS THE DEPUTY AUD ITOR FOR A
PERIOD OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management
WHO REPLACES THE FIRM SAL USTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management
DIRECTORS AS THE ATTENDANCE FE ES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENE FIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PUR CHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVIS IONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPI RES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WAR RANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTH ORITY EXPIRES AT THE
END OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS T O TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management
EMPLOYEES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
14 MAY 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 CANCELLE D. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC
Issuer: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTOR S REPORT AND ACCOUNTS FOR Management For
THE YE 31 DEC 2003
2. APPROVE THE DIVIDENDS Management For
3. RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR Management For
4. AUTHORIZE THE DIRECTORS TO AGREE TO THE REMUNERATION Management For
OF THE AUDITOR
5.a ELECT MR. PERCY BARNEVIK AS A DIRECTOR Management For
5.b ELECT MR. HAKAN MOGREN AS A DIRECTOR Management For
5.c ELECT SIR. TOM MCKILLOP AS A DIRECTOR Management For
5.d ELECT MR. JONATHAN SYMONDS AS A DIRECTOR Management For
5.e ELECT SIR. PETER BONFIELD AS A DIRECTOR Management For
5.f ELECT MR. JOHN BUCHANAN AS A DIRECTOR Management For
5.g ELECT MS. JANE HENNEY AS A DIRECTOR Management For
5.h ELECT MR. MICHELE HOOPER AS A DIRECTOR Management For
5.i ELECT MR. JOE JIMENEZ AS A DIRECTOR Management For
5.j ELECT MR. EMA MOLLER AS A DIRECTOR Management For
5.k ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For
5.l ELECT MR.LOUIS SCHWEITZER AS A DIRECTOR Management For
5.m ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management For
6. APPROVE THE DIRECTOR S REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003
7. ADOPT NEW ARTICLES OF ASSOCIATION Management For
8. GRANT AUTHORITY FOR LIMITED EU POLITICAL DONATIONS Management For
9. AUTHORIZE THE DIRECTORS TO ALLOT UNISSUED SHARES Management For
10. AUTHORIZE THE DIRECTORS TO DISAPPLY PRE-EMPTION Management For
RIGHTS
11. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For
12. GRANT AUTHORITY TO INCREASE OF CAPITAL ON NON-EXECUTIVE Management For
DIRECTOR S REMUNERATIO N
- ------------------------------------------------------------------------------------------------------------------------------------
BASF AG, LUDWIGSHAFEN/RHEIN
Issuer: D06216101 ISIN: DE0005151005 BLOCKING
SEDOL: 0067737, 0083142, 4082833, 4083483, 4083654, 4083665, 4083676, 4611185, 5086577, 5086588, 5086599, 6072036
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 779,300,744 AS TH E PAYMENT OF
A DIVIDEND OF EUR 1.40 PER SHARE AND EUR 896,000
SHALL BE CARRIED FORWARD AS EX-DIVIDEND AND PAYABLE
ON 30 APR 2004
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
5. APPOINT DELOITTE + TOUCHE GMBH, FRANKFURT AS Management
THE AUDITORS FOR THE FY 2004
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE NOT
MORE THAN 25% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFOR E 28 OCT 2005 AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO RETIRE THE SHAR ES AND
TO USE THE SHARES FOR THE COMPANY S STOCK OPTION
PLANS OR FOR ACQUISITI ON PURPOSES
7. AUTHORIZE THE COMPANY, USING DERIVATIVE FINANCIAL Management
INSTRUMENTS WITHIN THE SCOPE OF RESOLUTION 6,
TO PUT AND CALL OPTIONS FOR THE REPURCHASE OF
OWN SHARES AT A PRICE NOT MORE THAN THEIR THEORETICAL
MARKET VALUE; THE PRICE PAID FOR OWN S HARES
CORRESPOND TO THE STRIKE PRICE AGREED UPON IN
THE FINANCIAL INSTRUMENT
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE COMPANY S SHARE CAPITAL BY EXCLUDING THE
SHAREHOLDERS SUBSCRIPTION RIGHTS FOR THE ISSUE
OF UP TO 15,000,000 EMPLOYEE SHARES , UP TO EUR
500,000,000 10% OF THE SHARE CAPITAL THROUGH
THE ISSUE OF NEW SHARES AGA INST PAYMENT IN CASH
OR KIND, ON OR BEFORE 01 MAY 2009 AT A PRICE
NOT MATERIAL LY BELOW THE MARKET PRICE OF IDENTICAL
SHARES; AND FOR THE GRANTING OF SUCH RI GHTS
TO BONDHOLDERS OR HOLDERS OF STOCK OPTIONS, FOR
RESIDUAL AMOUNTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANY S WHOLLY OW NED SUBSIDIARY BASF
PLANT SCIENCE HOLDING GMBH, WITH EFFECT FROM
01 JAN 2004 T O 31 DEC 2008
- ------------------------------------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC
Issuer: G76891111 ISIN: GB0007547838
SEDOL: 0754783, 2337201, 2663003, 5824023
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT AND THE ACCOUNTS Management For
2. APPROVE THE REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT MR. E. BOTIN AS A DIRECTOR Management For
5. RE-ELECT MR. L.K. FISH AS A DIRECTOR Management For
6. RE-ELECT SIR ANGUS GROSSART AS A DIRECTOR Management For
7. RE-ELECT SIR GEORGE MATHEWSON AS A DIRECTOR Management For
8. RE-ELECT MR. G.F. PELL AS A DIRECTOR Management For
9. RE-ELECT MR. I.S. ROBERTSON AS A DIRECTOR Management For
10. RE-ELECT SIR IAIN VALLANCE AS A DIRECTOR Management For
11. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
12. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
13. APPROVE TO RENEW THE AUTHORITY TO ALLOT THE SHARES Management For
14. APPROVE TO RENEW AND AMEND THE PRE-EMPTION AUTHORITY Management For
15. APPROVE THE PURCHASE OF OWN SHARES Management For
16. APPROVE TO CREATE THE ADDITIONAL DOLLAR PREFERENCE Management For
SHARES AND RENEW THE AUTHOR ITY TO ALLOT THE
PREFERENCE SHARES
17. APPROVE THE AMENDMENTS TO THE TERMS OF THE PREFERENCE Management For
SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH
Issuer: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: 6384548, 7146327, 7154706, 7171589
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS.
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH
Issuer: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: 6384548, 7146327, 7154706, 7171589
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE PARENT COMPANY Management
S FINANCIAL STATEMENTS FOR 2003 AND THE GROUPS
CONSOLIDATED FINANCIAL STATEMENTS FOR 2003
2. GRANT DISCHARGE THE ACTS OF THE MEMBERS OF THE Management
BOARD OF DIRECTORS AND THE EXEC UTIVE BOARD
3.1 APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management
3.2 APPROVE THE REDUCTION OF SHARE CAPITAL FOR THE Management
PURPOSE OF REPAYMENT OF PAR VAL UE TO SHAREHOLDERS;
AMEND THE ARTICLES OF ASSOCIATION
4.1a RE-ELECT MR. THOMAS D. BELL TO THE BOARD OF DIRECTORS Management
4.1b RE-ELECT MR. AZIZ R. D. SYRIANI TO THE BOARD Management
OF DIRECTORS
4.1c ELECT MR. PETER F. WEIBEL TO THE BOARD OF DIRECTORS Management
4.1d ELECT MS. NOREEN DOYLE TO THE BOARD OF DIRECTORS Management
4.1e ELECT MR. DAVID W. SYZ TO THE BOARD OF DIRECTORS Management
4.2 ELECT THE PARENT COMPANY S INDEPENDENT AUDITORS Management
AND THE GROUP S INDEPENDENT AU DITORS
4.3 ELECT THE SPECIAL AUDITORS Management
5.1 AMEND THE PARAGRAPH 4 AND 5 OF ARTICLE 7 OF THE Management
ARTICLES OF ASSOCIATION
5.2 APPROVE TO DELETION OF PROVISIONS CONCERNING Management
CONTRIBUTIONS IN KIND IN ARTICLES OF ASSOCIATION
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
* TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Non-Voting
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RE-REGISTRATION DEADLINE. THEREFORE,
AD P CUTOFF DATE FOR THIS MEETING IS CALCULATED
BASED ON THE RE-REGISTRATION DEAD LINE SET BY
THE MARKET. HOWEVER, SHAREHOLDERS THAT ARE ALREADY
REGISTERED AT T HE COMPANY BOOKS ARE ENTITLED
TO SUBMIT THEIR VOTING INSTRUCTIONS UP UNTIL
19 APR 2004. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
- ------------------------------------------------------------------------------------------------------------------------------------
TELEFONICA SA
Issuer: E90183182 ISIN: ES0178430E18
SEDOL: 0798394, 2608413, 5720972, 5732524, 5736322, 5786930, 6167460
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
I. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF TELEFONICA,
S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES,
AS WELL A S 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 2003 FINANC IAL YEAR
II. SHAREHOLDER REMUNERATION, DISTRIBUTION OF DIVIDENDS Management For
FROM 2003 NET INCOME AND F ROM THE ADDITIONAL
PAID-IN CAPITAL RESERVE
III. DESIGNATION OF THE ACCOUNTS AUDITOR FOR THE 2004 Management For
FISCAL YEAR
IV. AUTHORIZATION FOR THE ACQUISITION OF TREASURY Management For
STOCK, DIRECTLY OR THROUGH GROUP COMPANIES
V. APPROVAL, IF APPROPRIATE, OF THE REGULATIONS Management For
OF THE GENERAL MEETING OF SHAREHO LDERS OF TELEFONICA
S.A.
VI. DELEGATION OF POWERS TO FORMALIZE, CONSTRUE, Management For
CORRECT AND EXECUTE THE RESOLUTIO NS ADOPTED
BY THE ANNUAL GENERAL SHAREHOLDER S MEETING
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
REVISED WORDING OF THE RESOLUTI ONS. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY F ORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting Non-Vote Proposal
CONCERNING TELEFONICA SA CAN ALS O BE VIEWED
IN THE COMPANY S WEBSITE: HTTP://WWW.TELEFONICA.COM/HOME_ENG.HTML
. THANK YOU.
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting Non-Vote Proposal
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANZ AG, MUENCHEN
Issuer: D03080112 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 580,000,000 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 29,390,439.50; SHALL BE ALLOCATED TO THE
REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE
DATE: 06 MAY 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management
REVOCATION OF THE AUTHORIZED CAP ITAL 2003/I
AND 2003/II WITH THE CONSENT OF THE SUPERVISORY
BOARD TO INCREASE THE SHARE CAPITAL BY UP TO
EUR 650,000,000 THROUGH THE ISSUE OF NEW REGARDING
NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR
KIND, ON OR BEFORE 04 MAY 2 009;SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS FOR A CAPITAL
INCREASE A GAINST CASH PAYMENT; AND EXCEPT FOR
RESIDUAL AMOUNTS, AGAINST CONTRIBUTIONS IN KIND,
AND IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS
OF CONVERTIBLE OR OPTION R IGHTS AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management
REVOCATION OF THE AUTHORIZED CAP ITAL 2001/II
WITH THE CONSENT OF THE SUPERVISORY BOARD TO
INCREASE THE SHARE C APITAL BY UP TO EUR 10,000,000
THROUGH THE ISSUE OF NEW REGARDING NO-PAR SHARE
S AGAINST CONTRIBUTIONS IN CASH, ON OR BEFORE
04 MAY 2009; SHAREHOLDERS SUBSCR IPTION RIGHTS
MAY BE EXCLUDED FOR THE ISSUE OF THE EMPLOYEE
SHARES AND FOR RES IDUAL AMOUNTS AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
THE CONVERTIBLE AND/OR WARRANT BONDS OF UP TO
EUR 10,000,000,0 00 AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR THE SHARES OF THE COMPA
NY ONCE OR MORE THAN ONCE ON OR BEFORE 04 MAY
2009; AND THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, IN ORDER
TO GRANT SUCH RIGHTS TO THE HOLDERS OF PREVIOUSLY
ISSUED BONDS FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% TH E OF SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VA LUE, AND FOR THE ISSUE OF THE BONDS AGAINST
CONTRIBUTIONS IN KIND; THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY UP TO EUR 250,000,000
THROUGH THE ISSUE OF UP TO 97, 656,250 NEW REGARDING
NO-PAR SHARES INSOFAR AS CONVERTI BLE AND/OR
OPTION RIGHTS ARE EXERCISED
8. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management
SHARES, FOR THE PURPOSE SECURITI ES TRADING FINANCIAL
INSTITUTIONS AT A PRICE NOT DEVIATING MORE THAN
10% FROM THEIR MARKET PRICE, ON OR BEFORE 04
NOV 2005; THE TRADING PORTFOLIO OF SHARES TO
BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED
5% OF THE SHARE CAPITAL AT TH E END OF ANY GIVEN
DAY
9. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES FOR Management
THE PURPOSES OTHER THAN SECURI TIES TRADING UP
TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A P RICE NOT DIFFERING MORE THAN
15% FROM THE MARKET PRICE OF THE SHARES OR BY
THE WAY OF A REPURCHASE OFFER AT A PRICE NOT
DIFFERING MORE THAN 20% FROM THE MAR KET PRICE,
ON OR BEFORE 04 NOV 2005; AND AUTHORIZE THE BOARD
OF MANAGING DIREC TORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO THE SHAREHOLDERS IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BEL OW THEIR MARKET
PRICE, TO USE THE SHARES FOR THE ACQUISITION
PURPOSES TO FLOAT THE SHARES ON THE FOREIGN STOCK
EXCHANGES, TO USE THE SHARES FOR THE FULFILLM
ENT OF THE CONVERTIBLE OR OPTION RIGHTS TO OFFER
THE SHARES TO THE EMPLOYEES O F THE COMPANY OR
ITS AFFILIATES AND TO RETIRE THE SHARES
10. APPROVE THE CONTROL AND THE PROFIT TRANSFER AGREEMENT Management
WITH JOTA- VERROEGENSVER WALTUNGSGESELL-SCHAFT
MBH A WHOLLY OWNED SUBSIDIARY OF THE COMPANY,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2004 UNTIL
31 DEC 2008
* PLEASE BE ADVISED THAT ALLIANZ AG SHARES ARE Non-Voting
ISSUED IN REGISTERED FORM AND A S SUCH DO NOT
REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU
TO VOTE. THANK YO U
- ------------------------------------------------------------------------------------------------------------------------------------
ALTANA AG
Issuer: D03304108 ISIN: DE0007600801 BLOCKING
SEDOL: 5273131
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL AND CONSOLIDATED Management
EARNINGS AS WELL AS THE REPORT O F THE SUPERVISORY
BOARD FOR THE BUSINESS YEAR 2003
2. APPROVE THE APPROPRIATION OF PROFITS AND A POSSIBLE Management
DIVIDEND PAYMENT OF EUR 0. 83 PER SHARE
3. RATIFY THE ACTS OF THE MANAGING BOARD FOR 2003 Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT MR. JUSTUS MISCHE AS A SUPERVISORY BOARD Management
6. APPROVE THE ELECTION OF AUDITORS, THEY SUGGEST Management
PWC DEUTSCHE REVISION AG, FRANK FURT AM MAIN
7. APPROVE THE RESOLUTION ON THE APPROVED CAPITAL Management
AND CHANGE OF ARTICLES
8. GRANT AUTHORITY TO PURCHASE OWN SHARES Management
- ------------------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC
Issuer: G72899100 ISIN: GB0007099541
SEDOL: 0709954
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Management For
THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2003
WITH THE AUDITORS REPORT THEREON
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003
3. RE-ELECT MR. J W BLOOMER AS A DIRECTOR Management For
4. RE-ELECT MR. P.A.J. BROADLEY AS A DIRECTOR Management For
5. RE-ELECT MR. R.O. ROWLEY AS A DIRECTOR Management For
6. ELECT MS. K.A.O. DONOVAN AS A DIRECTOR Management For
7. ELECT MS. B. A. MACASKILL AS A DIRECTOR Management For
8. ELECT MR. M. NORBOM AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS AND Management For
AUTHORIZE THE DIRECTORS TO FIX T HE AMOUNT OF
THEIR REMUNERATION
10. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPE NDITURE SECTION 347A OF THE ACT
UP TO A MAXIMUM AGGREGATE SUM OF GBP 50,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
IN 2007 ; AND THE COMPANY MAY ENTER IN TO A CONTRACT
OR UNDERTAKING UNDER THIS AUTHORITY PRIOR TO
ITS EXPIRY , MAY BE PERFORMED WHOLLY OR PARTLY
AFTER SUCH EXPIRY AND MAY MAKE DONATIONS T O
EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL
EXPENDITURE IN PURSUANCE O F SUCH CONTRACTS OR
UNDERTAKINGS AS IF THE SAID AUTHORITY HAD NOT
EXPIRED
11. AUTHORIZE THE EGG PLC, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPE NDITURE SECTION 347A OF THE ACT
UP TO A MAXIMUM AGGREGATE SUM OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
IN 2007 ; AND EGG PLC MAY ENT ER IN TO A CONTRACT
OR UNDERTAKING UNDER THIS AUTHORITY PRIOR TO
ITS EXPIRY, W HICH MAY BE PERFORMED WHOLLY OR
PARTLY AFTER SUCH EXPIRY AND MAY MAKE DONATION
S TO EU POLITICAL ORGANIZATIONS AND INCUR EU
POLITICAL EXPENDITURE IN PURSUANC E OF SUCH CONTRACTS
OR UNDERTAKINGS AS IF THE SAID AUTHORITY HAD
NOT EXPIRED
12. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM GBP 150 M ILLION TO GBP 170
MILLION AND USD 20 MILLION AND EUR 20 MILLION,
BY THE CREATI ON OF 2 BILLION STERLING PREFERENCE
SHARES OF 1 PENCE EACH, 2 BILLION DOLLAR P REFERENCE
SHARES OF 1 CENT EACH AND 2 BILLION EURO PREFERENCE
SHARES OF 1 CENT EACH
13. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 12 AND WITHOUT P REJUDICE TO ANY
OTHER AUTHORITY CONFERRED ON THE DIRECTORS BY
ARTICLE 12 OF TH E COMPANY S ARTICLES OF ASSOCIATION,
TO ALLOT ALL OF THE STERLING PREFERENCE S HARES,
THE DOLLAR PREFERENCE SHARES AND THE EURO PREFERENCE
SHARES BE GRANTED FOR A PERIOD EXPIRING 5 YEARS
FROM THE DATE OF THIS RESOLUTION AND FOR THAT
PE RIOD THE SECTION 80 AMOUNT IN RESPECT OF THE
COMPANY S PREFERENCE SHARES SHALL BE GBP 20 MILLION
IN RESPECT OF THE STERLING PREFERENCE SHARES,
USD 20 MILLIO N IN RESPECT OF THE DOLLAR PREFERENCE
SHARES AND EUR 20 MILLION IN RESPECT OF THE EURO
PREFERENCE SHARES
14. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 12 OF THE COMPANY S ARTICLES
OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES
SECTION 80 O F THE COMPANIES ACT 1985 OF GBP
33,480,000; AUTHORITY EXPIRES AT THE CONCLUS
ION OF THE NEXT AGM
S.15 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 14 AND THE POWER CONFERRED ON THE
DIRECTORS BY ARTICLE 13 OF THE COMPANY S ARTICLES
OF ASSOCIA TION, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 UP TO A
MAXIMUM NOMINAL AGGREGATE AMOUNT OF GBP 5,000,000
FOR CASH SECTION 94(3A) O F THE ACT DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
; AUTH ORITY EXPIRES AT THE END OF THE NEXT
AGM OF THE COMPANY
S.16 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 58 Management For
OF THE COMPANY S ARTICLES OF ASS OCIATION AND
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES
ACT 1985 TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF UP TO 200 MILLI
ON ORDINARY SHARES OF 5 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 5 PENCE
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR A N ORDINARY SHARE DERIVED FROM THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCH ANGE,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE END OF THE AGM OF
THE COMPANY TO BE HELD IN 2005 OR 18 MONTHS ;
AND THE COMPA NY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT OR CONTRACTS TO PURCHASE ORDINARY
S HARES WHICH WOULD OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY AND MA Y MAKE A PURCHASE
OF ORDINARY SHARES IN PURSUANCE OF ANY SUCH CONTRACT
OR CONT RACTS AS IF THE POWER CONFERRED HEREBY
HAD NOT EXPIRED
S.17 APPROVE THE NEW ARTICLES 4,178 AND 178A OF THE Management For
ARTICLES OF ASSOCIATION IN SUBS TITUTION FOR
AND TO THE EXCLUSION OF THE EXISTING ARTICLES
4 AND 178
* TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
REVISED WORDING OF THE RESOLUTI ONS. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN
Issuer: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ACKNOWLEDGE THE FINANCIAL STATEMENTS AND THE Management
ANNUAL REPORT FOR THE FY 2003 WIT H THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTIVE Management
PROFIT OF : EUR 949,879,281.43; PAYMENT OF A
DIVIDEND : EUR 0.80 PER ENTITLED SHARE, THE REMAINDER
SHALL BE CA RRIED FORWARD
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT THE KPMG, FRANKFURT AND BERLIN, AS THE Management
AUDITORS FOR THE FY 2004
6. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management
THE INCREASE OF THE SHARE CAPITAL TO EUR 315,413,553
THROUGH THE EXERCISE OF CONVERSION AND OPTION
RIGHTS, AND THE CORRESPONDENT REDUCTION OF THE
CONTINGENT CAPITAL
7. APPROVE TO RENEW THE AUTHORIZATION TO ACQUIRE Management
AND DISPOSE OF OWN SHARES; AUTHO RIZE THE BOARD
OF MANAGING DIRECTORS TO ACQUIRE UP TO 30,000,000
SHARES OF THE COMPANY, AT A PRICE NOT DEVIATING
MORE THAN 20% FROM THEIR MARKET PRICE, ON O R
BEFORE 31 OCT 2005 AND TO SELL THE SHARES ON
THE STOCK EXCHANGE AND TO OFFER THEM TO THE SHAREHOLDERS
FOR SUBSCRIPTION; AND AUTHORIZE THE BOARD TO
DISPOSE OF THE SHARES IN ANOTHER MANNER IF THEY
ARE SOLD AT A PRICE NOT MATERIALLY BE LOW THEIR
MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR WITHIN T HE SCOPE OF THE COMPANY
STOCK OPTION AND LONG TERM INCENTIVE PLANS, AND
TO RET IRE THE SHARES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER RESOLUTION 7
- ------------------------------------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SA
Issuer: F86921107 ISIN: FR0000121972 BLOCKING
SEDOL: 4834108, 5395875, 7165463
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE DIRECTORS AND THE SUPERVISORY AUDITORS Management
REPORTS RELATING TO THE FIN ANCIAL STATEMENTS
FOR THE YE 31 DEC 2003
O.2 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management
PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPO RT
O.3 APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-40 FRENCH
COMPANY ACT , UPON THE AGREEMENTS CONCERNED BY
THE ARTICL E L225-38 OF THE LAW
O.4 APPROVE THE INTEGRATION INTO THE ACCOUNT BALANCE Management
CARRIED FORWARD OF: BALANCE C ARRIED FORWARD
OF: THE PART OF THE WITHHOLDING TAX REPAID BY
THE PUBLIC REVENU E DEPARTMENT, I.E.EUR 23,105,796.39,
THE DIVIDEND, ACCRUING TO THE SELF HOLDIN G SHARES,
NON PAID, I.E. EUR 6,459,705.00; THE BALANCE
CARRIED FORWARD TO EUR 29,565,501.39 IT DECIDES
TO ALLOCATE THE DISTRIBUTABLE PROFIT THE FISCAL
YEAR PROFIT OF EUR474,732,413.08 PLUS THE SO
BROUGHT BALANCE CARRIED FORWARD WHIC H AMOUNTS
TO EUR 504,297,914.47, AS FOLLOWS: GLOBAL DIVIDEND:
EUR 255,026,387. 00; WITHHOLDING TAX: EUR 93,331,322.00;
BALANCE CARRIED FORWARD: EUR 504,297,9 14.47;
AND THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.10, WITH A CO RRESPONDING TAX CREDIT
OF EUR 0.55
O.5 APPOINT MR. CAISSE DES DEPOTS ET CONSIGNATIONS Management
AS DIRECTOR FOR A PERIOD OF 4 Y EARS
O.6 APPOINT MR. M. CHRIS C. RICHARDSON AS DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
ALAIN BURQ AS A DIRECTOR FOR A P ERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
ALAIN BOUTON AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
THIERRY BRETON AS A DIRECTOR FOR A PERIOD OF
4 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
WILLY KISSLING AS A DIRECTOR FOR A PERIOD OF
4 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
PIERO SIERRA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.12 APPROVE TO RENEW THE TERM OF OFFICE OF BARBIER Management
FRINAULT ET AUTRES ERNST AND Y OUNG AS THE
STATUTORY AUDITORS PERIOD OF 6 FY
O.13 APPOINT M. PHILIPPE DIU AS THE DEPUTY AUDITOR Management
OF BARBIER FRINAULT ET AUTRES FO R A PERIOD OF
6 FY
O.14 APPOINT MAZARS AND GUERARD AS THE STATUTORY AUDITOR Management
FOR A PERIOD OF 6 FY
O.15 APPOINT M. CHARLES VINCENSINI AS A DEPUTY AUDITOR Management
FOR A PERIOD OF 6 FY
O.16 AUTHORIZE THE BOARD, TO TRADE THE COMPANY S SHARES Management
ON THE STOCK EXCHANGE IN VI EW OF ADJUSTING THEIR
PRICE AS PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 80.00; MINIMUM SELLING PRICE:
EUR 40.00; AND, MAXIMUM NUMBER OF SHA RES TO
BE TRADED: 10%; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS
E.17 AMEND THE ARTICLES OF ASSOCIATION NUMBER 11 Management
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
WITH THE ISSUE OF SHARES AND OTHE R SECURITIES
GIVING ACCESS TO THE ISSUE OF SHARES AND OTHER
SECURITIES GIVING ACCESS TO THE COMPANY SHARE
CAPITAL, RESERVED TO THE MEMBERS OF AN ENTERPRISE
SAVINGS PLAN FOR A MAXIMUM NOMINAL AMOUNT OF
5% AUTHORITY EXPIRES AT THE END OF 5 YEARS
THE PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS
IS CANCELLED I N FAVOR OF THE BENEFICIARIES AND
THE BOARDS TO CHARGE ALL FEES, RIGHTS AND EXP
ENSES RESULTING FROM THE CAPITAL INCREASE TO
ALL PREMIUMS RESULTING FROM SUCH CAPITAL INCREASE,
AND TO APPROPRIATE FROM THIS AMOUNT SUCH SUMS
AS ARE REQUIRE D TO BRING THE LEGAL RESERVE TO
TENTH OF THE NEW SHARE CAPITAL AFTER EACH INCR
EASE
E.19 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management
ONE OR SEVERAL STAGES, TO BENEF ICIARIES TO BE
CHOSEN BY IT. STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO SCHNEIDER ELECTRIC S.A. THE MAXIMUM
NUMBER OF STOCK OPTIONS, GIVING RIGHT TO S UBSCRIBE
OR THE PURCHASE SHARES, WILL NOT BE SUPERIOR
TO 3% OF THE SHARE CAPIT AL; AUTHORITY EXPIRES
AT THE END OF 38 MONTHS ; AND AUTHORIZE THE EXECUTIVE
C OMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSA RY TO CARRY-OUT
THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO DECREASE Management
THE SHARE CAPITAL BY CANCELING TH E SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHI N A LIMIT OF 10% OVER A 24 MONTHS
PERIOD AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES
E.21 APPROVE THAT THE GENERAL MEETING DECIDES THAT Management
IN PERIOD OF TAKE OVER OR EXCHAN GE, THE BOARD
OF DIRECTORS WILL BE ALLOWED TO UTILIZE THE DELEGATIONS
GRANTED TO IT TO INCREASE THE SHARE CAPITAL,
ONLY IF THE SHARE SAID INCREASE IS ASSIGN ED
TO ALLOW THE REALIZATION OF ADJOURNING PROJECTS
PRESENTED
E.22 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THE MEETING HELD ON 27 APR 2004 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 06
MAY 2004. PLEAS E ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D
O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
SMITH & NEPHEW PLC
Issuer: G82343164 ISIN: GB0009223206
SEDOL: 0922320, 4228499
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS OF THE Management For
YE 31 DEC 2003 TOGETHER WITH R EPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 3.1 PENCE PER ORDINARY Management For
SHARE IN RESPECT OF THE YE 31 DEC 2003
3. RE-ELECT MR. WARREN KNOWLTON AS A DIRECTOR OF Management For
THE COMPANY
4. RE-ELECT SIR CHRISTOPHER O DONNELL AS A DIRECTOR Management For
OF THE COMPANY
5. RE-ELECT MR. RICHARD DE SCHUTLER AS A DIRECTOR Management For
OF THE COMPANY
6. RE-ELECT MR. ROLF STOMBERG AS A DIRECTOR OF THE Management For
COMPANY
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
8. APPROVE TO RENEW THE DIRECTORS AUTHORIZATION Management For
TO ALLOT SECURITIES GRANTED BY A RTICLE 9.2 OF
THE COMPANY S ARTICLES OF ASSOCIATION; AUTHORITY
EXPIRES THE EA RLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY IN 2005 OR 5 AUG 2005
; AND FOR THE PURPOSES OF ARTICLE 9 OF THE COMPANY
S ARTICLES OF ASSOCIATION S ECTION 80 , AMOUNT
FOR THIS PERIOD BE GBP 33,321,078
9. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For
FOR THE YE 31 DEC 2003
10. APPROVE THE SMITH & NEPHEW 2004 PERFORMANCE SHARE Management For
PLAN
11. APPROVE THE SMITH & NEPHEW 2004 EXECUTIVE SHARE Management For
OPTION PLAN
12. APPROVE THE SMITH & NEPHEW 2004 CO-INVESTMENT Management For
PLAN
13. AUTHORIZE THE DIRECTORS TO ESTABLISH OTHER SCHEMES Management For
FOR EMPLOYEES RESIDENT OR W ORKING OUTSIDE THE
UNITED KINGDOM BASED ON THE PERFORMANCE SHARE
PLAN, THE 200 4 OPTION PLAN AND THE 2004 CO-INVESTMENT
PLAN PRINCIPAL SCHEMES , BUT MODIFIE D TO TAKE
ACCOUNT OF LOCAL TAX EXCHANGE CONTROL AND SECURITIES
LAW, PROVIDED T HAT: A) SUCH OTHER SCHEMES SHALL
CONFER BENEFITS AND CONTAIN LIMITS SO AS TO E
NSURE, SO FAR AS THE DIRECTORS CONSIDER PRACTICABLE,
SUBSTANTIAL EQUALITY OF T REATMENT WITH EMPLOYEES
PARTICIPATING IN THE PRINCIPAL SCHEMES; AND B)
ANY SHA RES ISSUED OR WHICH MIGHT BE ISSUED UNDER
SUCH OTHER SCHEMES ARE TREATED AS CO UNTING AGAINST
THE OVERALL LIMITATIONS ON THE ISSUE OF NEW SHARES
AS SET OUT I N THE PRINCIPLE SCHEMES
14. AUTHORIZE THE DIRECTORS TO ESTABLISH THE NEW Management For
DISCRETIONARY TRUST FOR THE BENEF IT OF EMPLOYEES
AND FORMER EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES
15. AMEND THE RULES OF THE SMITH & NEPHEW 2001 UK Management For
APPROVED SHARE OPTION PLAN
16. AMEND THE RULES OF THE SMITH & NEPHEW 2001 UK Management For
UNAPPROVED SHARE OPTION PLAN
S.17 APPROVE TO RECLASSIFY THE 1 ISSUED B ORDINARY Management For
SHARE OF 12 2/3 PENCE AS AN OR DINARY SHARE HAVING
THE SAME RIGHTS AND SUBJECT TO THE SAME RESTRICTIONS
AS TH E EXISTING ORDINARY SHARE OF THE COMPANY
INCLUDING ENTITLEMENT TO RECEIVE THE SAME DIVIDEND
AS ANY EXISTING ORDINARY SHARE
S.18 AUTHORIZE THE COMPANY, PURSUANT TO SECTION 166 Management For
OF THE COMPANIES ACT 1985, TO M AKE MARKET PURCHASES
SECTION 163(3) OF UP TO 93,486,408 ORDINARY
SHARES 10% OF THE ISSUED SHARE CAPITAL AS AT
16 MAR 2004 OF 12 2/3 PENCE EACH IN THE CA PITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 12 2/3
PENCE AND AN AMOUNT EQUAL T O 105% OF AVERAGE
OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY
SHARE DERIVE D FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS
PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSI ON OF THE NEXT AGM
OF THE COMPANY IN 2005 OR 5 AUG 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
S.19 APPROVE THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
IN SUBSTITUTION FOR AND TO THE EXCLUSION OF ALL
PREVIOUS ARTICLES OF ASSOCIATION, BUT WITHOUT
PREJUDICE T O THE AUTHORITIES GRANTED UNDER RESOLUTIONS
8 AND 20.
S.20 APPROVE TO RENEW THE DIRECTORS POWER TO ALLOT Management For
SECURITIES OTHERWISE THAN TO EX ISTING SHAREHOLDERS
PRO RATA TO THEIR HOLDINGS GRANTED BY ARTICLE
9.3 OF THE C OMPANY S ARTICLES OF ASSOCIATION
ADOPTED PURSUANT TO RESOLUTION 19; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY IN 2005 OR 5 AUG 2005
; AND FOR THE PURPOSES OF THE ARTICLE 9 OF COMPANY
S ARTICLES OF ASSOCIATION SECTION 89 FOR THIS
AMOUNT BE GBP 5,713,057
21. APPROVE TO INCREASE THE AGGREGATE ORDINARY REMUNERATION Management For
PERMITTED TO BE PAID T O NON-EXECUTIVE DIRECTORS,
IN ACCORDANCE WITH ARTICLE 115 OF THE COMPANY
ARTIC LES OF ASSOCIATION ADOPTED PURSUANT TO
RESOLUTION 19, TO AN AMOUNT NOT EXCEEDI NG GBP
900,000
- ------------------------------------------------------------------------------------------------------------------------------------
VIVENDI UNVL S A
Issuer: F7063C114 ISIN: FR0000127771 BLOCKING
SEDOL: 4834777, 4841379, 4859587, 4863470
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE BOARD OF DIRECTORS AND THE GENERAL Management
AUDITOR S REPORT, AND APPROVE T HE ACCOUNTS AND
THE BALANCE SHEET FOR THE FYE 2003
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management
PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPO RT
3. APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-38 OF THE
COMMERCIAL LAW
4. APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS Management
: PROFITS FOR THE FY: EUR 4,839,852,581.33; LEGAL
RESERVE : EUR 241,992,629.07; BALANCE CARRIED
FORWARD: EUR 4,597,859,952.26 IN ACCORDANCE WITH
THE PROVISIONS OF THE LAW
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-RENE Management
FOURTOU AS A DIRECTOR FOR 4 YEARS
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. CLAUDE Management
BEBEAR AS A DIRECTOR FOR 4 Y EARS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERARD Management
BREMOND AS A DIRECTOR FOR 4 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management
COLLOMB AS A DIRECTOR FOR 4 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management
FRIBOURG AS A DIRECTOR FOR 4 Y EARS
10. APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERARD Management
KLEISTERLEE AS A DIRECTOR FO R 4 YEARS
11. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management
LACHMANN AS A DIRECTOR FOR 4 YEARS
12. APPOINT MR. KAREL VAN MIERT AS A DIRECTOR FOR Management
4 YEARS
13. APPOINT MR. PIERRE RODOCANACHI AS A DIRECTOR Management
FOR 4 YEARS
14. RATIFY THE COOPTATION OF MR. GABRIEL HAWAWINI Management
AS A DIRECTOR FOR 3 YEARS
15. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE CGM ON 24 APR 2002,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF BONDS OR A SSIMILATED SECURITIES FOR A MAXIMUM
NOMINAL AMOUNT OF EUR 7,000,000,000.00; A UTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTOR S TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
16. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE CGM ON 29 APR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE,
NOTABLY IN VIEW OF ADJUSTING THEIR PRICE AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURC HASE PRICE:
EUR 40.00; MINIMUM SELLING PRICE: EUR 20.00;
MAXIMUM NUMBER OF SHA RES TO BE TRADED: 5 %;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHOR IZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
17. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management
AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRI BED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ------------------------------------------------------------------------------------------------------------------------------------
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN
Issuer: D12096109 ISIN: DE0005190003 BLOCKING
SEDOL: 2549783, 5756029, 5757260, 5757271, 7080179, 7158407
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL AND CONSOLIDATED Management
EARNINGS, AS WELL AS THE REPORT OF THE SUPERVISORY
BOARD FOR THE BUSINESS YEAR 2003
2. APPROVE THE APPROPRIATION OF PROFITS AND A POSSIBLE Management
DIVIDEND PAYMENT OF EUR 0. 58 PER ORDINARY SHARE
AND EUR 0.60 PER PREFERENCE SHARE
3. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management
THE MANAGING BOARD FOR 2003
4. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management
THE SUPERVISORY BOARD FOR 2003
5. ELECT KPMG AG, MUENCHEN AS THE AUDITORS Management
6. ELECT THE SUPERVISORY BOARD Management
- ------------------------------------------------------------------------------------------------------------------------------------
SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH
Issuer: H84046137 ISIN: CH0012332372 BLOCKING
SEDOL: 7189816
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS.
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management
REPORT AND THE GENERAL AUDITORS REPORT AND APPROVE
THE ACCOUNTS AND THE BALANCE SHEET OF THE COMPANY
TOTAL S .A. FOR THE FY 2003
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE REPORTS BY THE BOARD OF DIRECTORS Management
AND BY THE AUDITORS HAVING BEEN MADE AVAILABLE
TO THE SHAREHOLDERS, THE CONSOLIDATED BALANCE
SHEET AND THE CON SOLIDATED FINANCIAL STATEMENTS
OF TOTAL S.A. FOR THE FYE 31 DEC 2003
O.4 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management
3,272,172,931.00; PRIOR RETAINE D EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARE
S: 655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD : EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.7 0 WITH A CORRESPONDING TAX CREDIT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOW
ING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUT HORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000 , WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDI
NATED OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT
OF EUR 10,000,000,000.00; AU THORITY EXPIRES
AT THE END OF 5 YEARS
0.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Non-Voting
DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management
TCHURUK AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management
WITH THE PROVISION OF TH E ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 Y EARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. PHIL IPPE MARCHANDISE
AS A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICL E 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. CYRI L MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WH O REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management
THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management
KPMG AUDIT AS THE STATUTORY AU DITOR FOR A PERIOD
OF 6 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management
ALAIN GROSMANN, AS THE DEPUTY AUD ITOR FOR A
PERIOD OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management
WHO REPLACES THE FIRM SAL USTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management
DIRECTORS AS THE ATTENDANCE FE ES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENE FIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PUR CHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVIS IONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPI RES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE RES OLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WAR RANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTH ORITY EXPIRES AT THE
END OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS T O TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management
EMPLOYEES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 129612 DUE TO CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC
Issuer: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTOR S REPORT AND THE Management For
FINANCIAL STATEMENTS FOR THE Y E 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2003
3. ELECT MR. H. LAWRENCE CULP AS A DIRECTOR OF THE Management For
COMPANY
4. ELECT MR. CRISPIN DAVIS AS A DIRECTOR OF THE COMPANY Management For
5. ELECT SIR. ROBERT WILSON AS A DIRECTOR OF THE Management For
COMPANY
6. ELECT DR. TACHI YAMADA AS A DIRECTOR OF THE COMPANY Management For
7. RE-ELECT SIR. CHRISTOPHER HOGG AS A DIRECTOR Management For
OF THE COMPANY
8. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For
LLP AS THE AUDITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO T HE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPAN Y
9. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For
REMUNERATION OF THE AUDITORS
10. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPEN DITURE UP TO AN AGGREGATE AMOUNT
NOT EXCEEDING GBP 100,000; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE COMPANY S AGM IN 2005
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE ACT, TO ALLOT EQUITY SE CURITIES SECTION
94 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTI ON 20 PASSED AT THE AGM HELD ON 21
MAY 2001 WHICH EXPIRES AT THE END OF THE CO MPANY
S AGM IN 2006 OR, IF EARLIER ON 20 MAY 2006,
AND /OR WHERE SUCH ALLOTMEN T CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94 (3A), DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT TH IS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WI TH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOM INAL AMOUNT OF GBP 74,330,954 AUTHORITY
EXPIRES AT THE END OF THE NEXT AGM OF THE COMPANY
TO BE HELD IN 2005 OR ON 16 NOV 2005
S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE ACT, TO MAKE MARK ET PURCHASES SECTION
163(3) OF ITS OWN ORDINARY SHARES OF 25 PENCE
EACH, MIN IMUM PRICE OF 25 PENCE AND UP TO AN
AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAIL Y OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EAR LIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY TO BE HELD IN 2005 OR 16 NOV 2005
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE OR DINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH
Issuer: H0010V101 ISIN: CH0012221716 BLOCKING
SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH
Issuer: H0010V101 ISIN: CH0012221716 BLOCKING
SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORTING ON THE BUSINESS YEAR 2003 Management
2. APPROVE THE ANNUAL REPORT, THE ACCOUNTS OF THE Management
GROUP AND THE ANNUAL ACCOUNTS 2 003
3. GRANT DISCHARGE THE BOARD OF DIRECTORS AND THE Management
MANAGEMENT
4. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management
5. APPROVE THE ELECTIONS INTO THE BOARD OF DIRECTORS Management
6. ELECT THE AUDITORS AND THE GROUP AUDITOR Management
* PLEASE NOTE THAT THIS IS PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING #122 258, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATI
ON DEADLINE. THEREFORE, ADP CUTOFF DATE FOR
THIS MEETING IS CALCULATED BASED ON THE RE-REGISTRATION
DEADLINE SET BY THE MARKET. HOWEVER, SHAREHOLDERS
THAT ARE ALREADY REGISTERED AT THE COMPANY BOOKS
ARE ENTITLED TO SUBMIT THEIR VOTI NG INSTRUCTIONS
UP UNTIL 05 MAY 2004. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER THE ADP
CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT
BA SIS. THANK YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
- ------------------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN
Issuer: D2035M136 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Management
THE DISRTIBUTABLE PROFIT OF EUR 2,035,084,823.20
AS FOLLOWS: EUR 2,035,084,823.20 SHALL BE ALLOCATED
TO OTHER REVENUE RESERVES
3. RATIFY THE ACTS OF THE BOARD OF THE MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE BOARD OF THE SUPERVISORY Management
BOARD
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management
AND ERNST & YOUNG AG, STUTTGART, AS THE AUDITORS
FOR THE FY 2004
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ACQUIRE UP TO 419,775,242 SHARES OF THE COMPANY
AT PRICES NOT DIFFERING MORE THAN 26% FROM THE
MARKET PRICE OF THE SHARES ON OR BEFORE 17 NOV
2005; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
TO SELL THE SHARES ON THE STOCK EXCHANGE, TO
FLOAT THE SHARES ON FOREIGN STOC K EXCHANGES,
TO USE THE SHARES FOR ACQUISITION PURPOSES, TO
RETIRE THE SHARES, TO OFFER THE SHARES TO SHAREHOLDERS
BY WAY OF RIGHTS OFFERING AND TO DISPOSE OF THE
SHARES IN ANOTHER MANNER IF THEY ARE SOLD AT
A PRICE NOT MATERIALLY BEL OW THEIR MARKET PRICE
7. APPROVE TO THE REVOCATION OF THE COMPANY S 2001 Management
STOCK OPTION PLAN IN RESPECT O F ITS UNUSED PORTION;
APPROVE THAT THE CAPITAL SHALL BE REDUCED ACCORDINGLY
TO EUR 33,280,000 CONTINGENT CAPITAL II
8. APPROVE THE REVOCATION OF EXISTING AUTHORIZED Management
CAPITAL 2000; AUTHORIZE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF SUPERVISORY BOARD TO INCREASE
THE SHAR E CAPITAL BY UP TO EUR 2,560,000,000
THROUGH THE ISSUE OF UP TO 1,000,000,000 REGARDING
NO-PAR SHARES AGAINST PAYMENT IN KIND ON OR BEFORE
17 MAY 2009; APPR OVE THE SHAREHOLDER S SUBSCRIPTION
RIGHTS MAY EXCLUDE FOR A CAPITAL INCREASE A GAINST
PAYMENT IN KIND
9. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management
COMPANY S SUBSIDIARY T-FUNKT VE RTRIEBEGESELLSCHAFT
MBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
10. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management
COMPANY S SUBSIDIARY TRAVAITA T ELEKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management
COMPANY S SUBSIDIARY NORMA TELE KOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 20 08
12. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management
COMPANY S SUBSIDIARY CARMEN TEL EKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2 008
13. AMEND THE SEC 13 OF THE ARTICLES OF THE ASSOCIATION Management
REGARDING THE SUPERVISORY BOARD REMUNERATION
WHERE EACH MEMBER OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 20,000
PLUS VARIABLE REMUNERATION OF EUR 300 FOR EVERY
EUR 0.01 OF THE GROUP NET PROFIT PER SHARE IN
EXCESS OF EUR 0.50 AND EUR 300 FOR EVERY 4% OF
THE GROUP NET PROFIT PER SHARE OF THE FY FOLLOWING
TH E REFERENCE YEAR IN EXCESS OF THE GROUP NET
PROFIT PER SHARE OF THE FY PRECEDI NG THE REFERENCE
YEAR
14. AMEND THE SEC 14 OF THE ARTICLES OF ASSOCIATION Management
* PLEASE BE ADVISED THAT DEUTSCHE TELEKOM AG Non-Voting
SHARES ARE ISSUED IN REGISTERED F ORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS
Issuer: F22797108 ISIN: FR0000045072 BLOCKING
SEDOL: 7262610, 7688272
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management
GENERAL AUDITORS REPORT; APPROV E THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003; AND APPROVE
THE NON DEDU CTIBLE EXPENSES OF EUR 37,229.87
AND GRANT DISCHARGE TO THE DIRECTORS FOR THE
COMPLETION OF ITS ASSIGNMENT FOR THE CURRENT YEAR
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THE BOARD Management
OF DIRECTORS REPORT FOR THE G ROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 611,1 24,134.64; PRIOR
RETAINED EARNINGS: EUR 152,675,986.00; DISTRIBUTABLE
PROFITS: EUR 763,800,120.64; LEGAL RESERVE: EUR
30,556,206.73; THE BALANCE: EUR 810,43 7,340.35
IS INCREASED BY THE AMOUNT OF EUR 77,193,426,
CHARGED TO THE OPTIONAL RESERVE; AND, THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.55, WITH
A CORRESPONDING TAX CREDIT OF EUR 0.275; THIS
DIVIDEND WILL BE PAID ON 28 MAY 2004;
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF THE ARTICLE L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
O.5 APPOINT MR. ALAIN DIEVAL, AS A DIRECTOR OF THE Management
COMPANY; AUTHORITY EXPIRE ON 3 1 DEC 2004
O.6 APPOINT MR. DANIEL LEBEGUE, AS A DIRECTOR OF Management
THE COMPANY; AUTHORITY EXPIRE ON 31 DEC 2004
O.7 APPOINT MR. MICHAUT, AS A DIRECTOR OF THE COMPANY; Management
AUTHORITY EXPIRE ON 31 DEC 2004
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
BRU AS A DIRECTOR FOR 3 YEAR S
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. YVES Management
COUTURIER AS A DIRECTOR FOR 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
KERFRIDEN AS A DIRECTOR FOR 3 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
LE BRUN AS A DIRECTOR FOR 3 YE ARS
O.12 APPROVE THE RESIGNATION OF MR. ALAIN LAIN AS Management
STATUTORY AUDITOR AND MR. MAZARS GU RARD AS DEPUTY
AUDITOR
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY BY RESOLUT ION NUMBER 11 OF
THE GENERAL MEETING OF 23 MAY 2003, TO PROCEED,
IN FRANCE OR ABROAD, WITH THE ISSUE OF BONDS
AND ASSIMILATED DEBT SECURITIES, UP TO A NOMIN
AL AMOUNT OF EUR 20,000,000,000.00; AUTHORITY
EXPIRES IN 5 YEARS ; AND AUTHOR IZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL N ECESSARY FORMALITIES
O.14 APPROVE TO ALLOCATE THE AMOUNT OF EUR 670,000.00 Management
AS ATTENDANCE FEES TO THE DIR ECTORS
O.15 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE OGM ON 21 MAY 20 03, TO TRADE
THE COMPANY S SHARES ON THE STOCK EXCHANGE IN
VIEW OF ADJUSTING T HEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 30.00;
MINIMUM SELLING PRICE: EUR 3.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; AND, THE TOTAL AMOUNT
DEDICATED TO THE PURCHASE OF ITS SHARES BEING
EUR 2,000, 000,000.00; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; AND AUTHORIZE THE BOA
RD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FO RMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SECURITIES FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 1,000,000,000.00; AUTHORITY EX
PIRES IN 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSAR Y MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED WITHOUT THE PREFERENTIAL
RIGHT, IN FRANC E OR ABROAD, WITH THE ISSUE OF
SECURITIES FOR A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00; AUTHORITY EXPIRES IN 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALI TIES
E.18 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE COMBINED GENERAL
MEETING OF THE ON 21 MAY 2003, TO INCREASE THE
COMPANY SHARE CAPITAL ON ITS SOLE DECISION BY
A MAXIMUM NOMINAL AMOUNT OF EUR 3,000,0 00,000.00;
AUTHORITY EXPIRES IN 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECT ORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
ONE OR SEVERAL STAGES, TO THE GR OUPE CREDIT
AGRICOLE WAGE EARNERS WHO ARE MEMBERS OF AN ENTERPRISE
SAVING PLAN , STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO THE COMPANY S SHARES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS
Issuer: F22797108 ISIN: FR0000045072 BLOCKING
SEDOL: 7262610, 7688272
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management
GENERAL AUDITORS REPORT; APPROV E THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003; AND APPROVE
THE NON DEDU CTIBLE EXPENSES OF EUR 37,229.87
AND GRANT DISCHARGE TO THE DIRECTORS FOR THE
COMPLETION OF ITS ASSIGNMENT FOR THE CURRENT YEAR
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THE BOARD Management
OF DIRECTORS REPORT FOR THE G ROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 611,1 24,134.64; PRIOR
RETAINED EARNINGS: EUR 152,675,986.00; DISTRIBUTABLE
PROFITS: EUR 763,800,120.64; LEGAL RESERVE: EUR
30,556,206.73; THE BALANCE: EUR 810,43 7,340.35
IS INCREASED BY THE AMOUNT OF EUR 77,193,426,
CHARGED TO THE OPTIONAL RESERVE; AND, THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.55, WITH
A CORRESPONDING TAX CREDIT OF EUR 0.275; THIS
DIVIDEND WILL BE PAID ON 28 MAY 2004
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF THE ARTICLE L.225-38 AND
FOLLOWING OF THE COMMERCIAL LAW
O.5 APPOINT MR. ALAIN DIEVAL, AS A DIRECTOR OF THE Management
COMPANY; AUTHORITY EXPIRE ON 3 1 DEC 2004
O.6 APPOINT MR. DANIEL LEBEGUE, AS A DIRECTOR OF Management
THE COMPANY; AUTHORITY EXPIRE ON 31 DEC 2004
O.7 APPOINT MR. MICHAUT, AS A DIRECTOR OF THE COMPANY; Management
AUTHORITY EXPIRE ON 31 DEC 2004
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
BRU AS A DIRECTOR FOR 3 YEAR S
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. YVES Management
COUTURIER AS A DIRECTOR FOR 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
KERFRIDEN AS A DIRECTOR FOR 3 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
LE BRUN AS A DIRECTOR FOR 3 YE ARS
O.12 APPROVE THE RESIGNATION OF MR. ALAIN LAIN AS Management
STATUTORY AUDITOR AND MR. MAZARS GU RARD AS DEPUTY
AUDITOR
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY BY RESOLUT ION NUMBER 11 OF
THE GENERAL MEETING OF 23 MAY 2003, TO PROCEED,
IN FRANCE OR ABROAD, WITH THE ISSUE OF BONDS
AND ASSIMILATED DEBT SECURITIES, UP TO A NOMIN
AL AMOUNT OF EUR 20,000,000,000.00; AUTHORITY
EXPIRES IN 5 YEARS ; AND AUTHOR IZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL N ECESSARY FORMALITIES
O.14 APPROVE TO ALLOCATE THE AMOUNT OF EUR 670,000.00 Management
AS ATTENDANCE FEES TO THE DIR ECTORS
O.15 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE OGM ON 21 MAY 20 03, TO TRADE
THE COMPANY S SHARES ON THE STOCK EXCHANGE IN
VIEW OF ADJUSTING T HEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 30.00;
MINIMUM SELLING PRICE: EUR 3.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; AND, THE TOTAL AMOUNT
DEDICATED TO THE PURCHASE OF ITS SHARES BEING
EUR 2,000, 000,000.00; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; AND AUTHORIZE THE BOA
RD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FO RMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SECURITIES FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 1,000,000,000.00; AUTHORITY EX
PIRES IN 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSAR Y MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE EGM OF 21
MAY 2003, TO PROCEED WITHOUT THE PREFERENTIAL
RIGHT, IN FRANC E OR ABROAD, WITH THE ISSUE OF
SECURITIES FOR A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00; AUTHORITY EXPIRES IN 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALI TIES
E.18 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY CONFERRED BY THE COMBINED GENERAL
MEETING OF THE ON 21 MAY 2003, TO INCREASE THE
COMPANY SHARE CAPITAL ON ITS SOLE DECISION BY
A MAXIMUM NOMINAL AMOUNT OF EUR 3,000,0 00,000.00;
AUTHORITY EXPIRES IN 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECT ORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
ONE OR SEVERAL STAGES, TO THE GR OUPE CREDIT
AGRICOLE WAGE EARNERS WHO ARE MEMBERS OF AN ENTERPRISE
SAVING PLAN , STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO THE COMPANY S SHARES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY RETIRING SHARE S
E.21 GRANT POWERS Management
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 130071 DUE TO THE ADDITIONA L RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
WM. MORRISON SUPERMARKETS PLC
Issuer: G62748119 ISIN: GB0006043169
SEDOL: 0604316, 5847978
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE DIRECTORS REPORT AND Management For
THE AUDITED FINANCIAL STATEMENTS FOR THE 52 WEEKS
ENDED 01 FEB 2004
2. DECLARE A FINAL DIVIDEND OF 2.70P PER SHARE PAYABLE Management For
ON 24 MAY 2004 TO ORDINARY SHAREHOLDERS ON THE
REGISTER OF MEMBERS AT THE CLOSE OF BUSINESS
ON 23 APR 20 04
3. RE-ELECT MR. M.M. MELNYK AS A DIRECTOR Management For
4. RE-ELECT MR. R.A. OWN AS A DIRECTOR Management For
5. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management Against
THE 52 WEEKS ENDED 01 FEB 2004
6. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For
THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY AT A REMUNERATION TO BE FIXED BY
THE DIRECTORS
S.7 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 151,900,000 ORDINARY SHARES OF 10P EACH
AND 144,476 5 1/ 4% CUMULATIVE REDEEMABLE CONVERTIBLE
PREFERENCE SHARES OF GBP 1.00 EACH 10% O F THE
ISSUED SHARE CAPITAL OF EACH CLASS OF SHARES
IN THE CAPITAL OF THE COMP ANY, AT A MINIMUM
PRICE OF THEIR RESPECTIVE PAR VALUES AND NOT
MORE THAN 5% AB OVE THE AVERAGE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOC
K EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; THE COMPANY, BEFORE THE EXPIRY,
MA Y MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WH OLLY OR PARTLY
AFTER SUCH EXPIRY
8. APPROVE, FOR THE PURPOSES OF THE AUTHORITY CONFERRED Management For
BY ARTICLE 7(2) OF THE CO MPANY S ARTICLES OF
ASSOCIATION AUTHORITY TO ALLOT RELEVANT SECURITIES
THE P RESCRIBED PERIOD SHALL BE FROM THE DATE
OF PASSING OF THIS RESOLUTION UNTIL 30 JUN 2005
OR, IF EARLIER, THE EXPIRY OF THE NEXT AGM OF
THE COMPANY AND THE SE CTION 80 AMOUNT SHALL
BE GBP 80,000,000 30.2% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY AT 18 MAR 2004
S.9 APPROVE, FOR THE PURPOSES OF THE POWER CONFERRED Management For
BY ARTICLE 7(3) OF THE COMPAN Y S ARTICLES OF
ASSOCIATION POWER TO ALLOT EQUITY SECURITIES
FOR CASH THE PR ESCRIBED PERIOD SHALL BE FROM
THE DATE OF PASSING OF THIS RESOLUTION UNTIL
30 JUN 2005 OR, IF EARLIER, THE EXPIRY OF THE
NEXT AGM OF THE COMPANY AND THE SEC TION 89 AMOUNT
SHALL BE GBP 13,255,325 5% OF THE ISSUED ORDINARY
SHARE CAPITA L AT 18 MAR 2004 ; AND THE DIRECTORS
MAY IN ADDITION DURING THE PRESCRIBED PER IOD
ALLOT EQUITY SECURITIES FOR CASH AS IF SECTION
89(1) OF THE COMPANIES ACT 1985, DID NOT APPLY
TO SUCH ALLOTMENT UP TO THE AMOUNT REQUIRED IN
CONNECTION WITH THE EXERCISE OF THE RIGHTS OF
THE CONVERSION ATTACHED TO THE CONVERTIBLE PREFERENCE
SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
BOC HONG KONG (HOLDINGS) LTD
Issuer: Y0920U103 ISIN: HK2388011192
SEDOL: 6536112
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED STATEMENTS OF Management For
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND
OF THE AUDITORS OF THE COMPANY FOR THE YE 31
DEC 2003
2. DECLARE A FINAL DIVIDEND OF HKD 0.32 PER SHARE Management For
FOR THE YE 31 DEC 2003
3. RE-ELECT THE DIRECTORS Management For
4. APPROVE THAT WITH EFFECT FROM 01 JAN 2004 AND Management For
UNTIL THE SHAREHOLDERS RESOLVE O THERWISE, TO
PAY ADDITIONAL REMUNERATION TO NON-EXECUTIVE
DIRECTORS AND SENIOR ADVISER WHO ARE ALSO CHAIRMAN
OR THE MEMBERS OF COMMITTEES OF THE BOARD OF
DI RECTORS COMMITTEE(S) AS FOLLOWS: A) HKD
100,000 PER ANNUM PER COMMITTEE TO E ACH COMMITTEE
CHAIRMAN, TO BE PRO-RATED IN THE CASE OF AN INCOMPLETE
YEAR OF S ERVICES; AND B) HKD 50,000 PER ANNUM
PER COMMITTEE TO EACH COMMITTEE MEMBER, T O BE
PRO-RATED IN THE CASE OF AN INCOMPLETE YEAR OF
SERVICES
5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
TO DETERMINE THEIR REMUNERATION
S.6 AMEND ARTICLE 2(A), 15, 40, 76A, 80(A), 98, 99, Management For
102, 106(G), 109 AND 110 OF AR TICLES OF ASSOCIATIONS
OF THE COMPANY
7. APPROVE THAT WITH EFFECT FROM 01 JAN 2004 AND Management For
UNTIL THE SHAREHOLDERS RESOLVE O THERWISE, EACH
MEMBER AND SECRETARY OF COMMITTEES OF THE BOARD
OF DIRECTORS C OMMITTEE(S) WHO ARE NOT THE
DIRECTORS OR SALARIED EMPLOYEES OF THE GROUP
SHAL L BE PAID A FEE OF HKD 50,000 PER ANNUM,
TO BE PRO-RATED IN THE CASE OF AN INC OMPLETE
YEAR OF SERVICE PROVIDED THAT NO MEMBER OR SECRETARY
SHALL RECEIVE ANY FEE IN EXCESS OF HKD 50,000
IRRESPECTIVE OF THE NUMBER OF COMMITTEE(S) HE
OR SHE HAS SERVED
8. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management Against
THIS RESOLUTION, TO ALLOT, ISSUE, GRANT, DISTRIBUTE
AND OTHERWISE DEAL WITH ADDITIONAL SHARES AND
TO MAKE OR GR ANT OFFERS, AGREEMENTS, OPTIONS,
WARRANTS AND OTHER SECURITIES DURING AND AFTE
R THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE
OF A) 20% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT
THE DATE OF PA SSING OF THIS RESOLUTION; AND
B) THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SH ARE CAPITAL OF THE COMPANY PURCHASED BY THE
COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION
UP TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED SH ARE CAPITAL OF THE COMPANY AS AT
THE DATE OF PASSING OF THIS RESOLUTION , OTHE
RWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR
II) THE EXERCISE OF RIGHTS OF SUB SCRIPTION OR
CONVERSION UNDER THE TERMS OF ANY WARRANTS ISSUED
BY THE COMPANY OR ANY SECURITIES WHICH ARE CONVERTIBLE
INTO SHARES; OR III) ANY SHARE OPTION SCHEME
OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEME NT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE CO MPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
9. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management For
THIS RESOLUTION, TO PURCHASE SHAR ES DURING THE
RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG
KONG LIMITED THE STOCK EXCHANGE OR ANY OTHER
STOCK EXCHANGE ON WHICH THE SHARES MAY BE LISTED
AND RECOGNIZED BY THE SECURITIES AND FUTURES
COMMISSION OF HONG KONG AND THE STOCK EXCHANGE
FOR THIS PURPOSE, SUBJECT TO AND IN ACCORDANCE
WITH ALL APPLICA BLE LAWS INCLUDING THE HONG
KONG CODE ON SHARE REPURCHASES AND THE RULES
GOVER NING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE AS AMENDED FROM TIME TO TIME , NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE C APITAL OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE E XPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
10. APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE BOARD OF DIRECTORS, CONDI TIONAL ON THE
PASSING OF RESOLUTIONS 8 AND 9, TO ALLOT, ISSUE,
GRANT, DISTRIBU TE OR OTHERWISE DEAL WITH ADDITIONAL
SHARES IN THE COMPANY PURSUANT TO RESOLUT ION
8, BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SH ARE CAPITAL OF THE COMPANY
PURCHASED BY THE COMPANY PURSUANT TO RESOLUTION
9, 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 RESOLUT IONS 8 AND 9
- ------------------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA
Issuer: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
26 MAY 2004 AND A THIRD CALL ON 28 MAY 2004.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMEND ED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM I S MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE FINANCIAL STATEMENT AND THE CONSOLIDATED Management
FINANCIAL STATEMENT AT 31 DEC 2003 AND ALSO THE
BOARD OF DIRECTORS AND THE AUDITORS REPORT
O.2 APPROVE THE ALLOCATION OF NET INCOME Management
O.3 GRANT AUTHORITY TO PURCHASE ENI SHARES Management
O.4 APPOINT THE INDEPENDENT AUDITORS FOR THE THREE-YEAR Management
PERIOD 2004-2006
O.5 AMENDMENT TO ARTICLE 2.1 OF ENI S.P.A. S SHAREHOLDERS Management
MEETING REGULATION
O.6 APPROVE THE EMOLUMENTS OF THE DIRECTORS Management
E.1 AMEND THE ARTICLES 2.1, 11.2, 12.2, 13, 16.1, Management
17.2, 17.3, 19.3 AND 23 OF ENI B Y-LAWS PURSUANT
TO THE LEGISLATIVE DECREE NO. 6 DATED 17 JAN 2003
E.2 AMEND ARTICLES 17.3, 19.1 AND 28.1 OF ENI BY-LAWS Management
- ------------------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC
Issuer: D55535104 ISIN: DE0008430026
SEDOL: 4904409, 5294121, 7159239, 7389081
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2003 WITH THE RE PORT OF THE SUPERVISORY
BOARD AND THE GROUP FINANCIAL STATEMENTS AND
GROUP ANN UAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 286,975,291.25 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.25 PER ENTITLED SHARE;
EUR 721,342.50 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 27 MAY 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT THE SUPERVISORY BOARD Management
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 20% FROM THE MARKET PRICE
OF THE SHARES, ON OR BEFORE 25 NOV 2005; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO FLOAT THE
SHARES ON FOREIGN STOCK EXCHANGES, TO USE THE
SHARES FOR ACQUISITION PURPOSES , TO SELL THE
SHARES TO THIRD PARTIES AGAINST CASH PAYMENT,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERSATION
OR OPTION RIGHTS OR AS EMPLOYEE SHARES, AN D
TO RETIRE THE SHARES
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 280,000,000 THROUGH
THE ISS UE OF NEW REGISTERED SHARES AGAINST PAYMENT
IN CASH OR KIND, ON OR BEFORE 25 M AY 2009 (2004
AUTHORIZE CAPITAL); APPROVE THAT THE SHAREHOLDERS
SHALL BE GRANT ED SUBSCRIPTION RIGHTS FOR THE
ISSUE OF SHARES AGAINST CASH PAYMENT, EXCEPT
FO R RESIDUAL AMOUNTS, FOR THE GRANTING OF SUBSCRIPTION
RIGHTS TO HOLDERS OF OPTI ON OR CONVERSATION
RIGHTS, AND FOR THE ISSUE OF SHARES AT A PRICE
NOT MATERIAL LY BELOW THEIR MARKET PRICE; AND
THAT THE SHAREHOLDERS SHALL NOT BE GRANTED SU
BSCRIPTION RIGHTS FOR THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
* PLEASE BE ADVISED THAT MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORD
ER TO ENTITLE YOU TO VOTE. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS
Issuer: F1058Q238 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE MEETING WILL BE HELD ON THE Non-Voting
SECOND CALL ON 28 MAY 2004 (AND NOT ON 13 MAY
2004). PLEASE ALSO NOTE THAT YOUR VOTING INSTRUCTIONS
WILL REMA IN VALID. THANK YOU. YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLE D. THANK YOU.
O.1 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management
REPORTS FOR THE FY CLOSED ON 31 DEC 2003 AND
APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY 2003
O.2 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management
REPORTS AND APPROVE THE TH E ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND THE NET PROFIT
AFTER TAX AMOUNTS TO EUR 2,358,756,301.88
O.3 APPROVE THAT THE TOTAL (FORMED BY THE FY NET Management
PROFIT OF EUR 2,358,756,301.88 AN D THE CREDIT
PRIOR RETAINED EARNINGS OF EUR 6,110,425,156.15),
I. E. A SUM OF EUR 8,469,181,458.03 WILL BE ALLOCATED
AS FOLLOWS: TO THE LEGAL RESERVE: EUR 8 56,423.20,
TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS:
EUR 102,919,700. 80, TO THE INVESTMENT SPECIAL
RESERVE: EUR 36,193,223.00, TO THE GLOBAL DIVIDE
ND: EUR 1,310,242,625.80, TO THE BALANCE CARRIED
FORWARD: EUR 7,018,969,485.23 AND THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.45 WITH
A CORRESPON DING TAX CREDIT OF EUR 0.725, IT
WILL BE PAID ON 11 JUN 2004
O.4 APPROVE THE AUDITORS SPECIAL REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ART ICLE L.225-38 (FRENCH
COMMERCIAL LAW)
O.5 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF DEBT SECURITIES (BONDS, SIMILAR SECURITIES)
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 30, 000,000,000.00;
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALI
TIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN REPLACEMENT Management
OF ANY EXISTING AUTHORITY, TO TRADE THE COMPANY
S SHARES ON THE STOCK EXCHANGE, NOTABLY IN VIEW
OF ADJUSTIN G THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 75. 00,
MINIMUM SELLING PRICE: EUR 35.00, MAXIMUM NUMBER
OF SHARES TO BE TRADED: 1 0% OF THE SHARE CAPITAL;
AUTHORITY IS GIVEN FOR 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSAR Y FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
LOUIS SCHWEITZER AS A DIRECTOR F OR 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
LINDSAY OWEN-JONES AS A DIRECTOR FOR 3 YEARS
O.9 ACKNOWLEDGE THAT MR. M. DAVIDE PEAKE DOES NOT Management
ASK THE RENEWAL OF ITS TERM OF A SSOCIATION AS
DIRECTOR AND DECIDES NOT TO APPOINT A NEW DIRECTOR
O.10 APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management
A COPY OR AN EXTRACT OF THE MINUT ES OF THE PRESENT
IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS
WHICH A RE PRESCRIBED BY LAW
E.11 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE C OMPANY SHARES AND OF SECURITIES OF ANY
KIND (THE PREFERENTIAL RIGHT IS MAINTAI NED)
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00
(CAPITAL INCREASES), EUR 10,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECES SARY MEASURES
AND ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITA L INCREASE WHICH HAS BEEN ADOPTED
E.12 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE C OMPANY SHARES AND OF SECURITIES OF ANY
KIND (PREFERENTIAL SUBSCRIPTION RIGHT: CANCELLED),
FOR A MAXIMUM NOMINAL AMOUNT OF: EUR 340,000,000.00
(CAPITAL INCRE ASE), EUR 8,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTH
S ; AND APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL N ECESSARY MEASURES
AND ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CA PITAL INCREASE WHICH HAS BEEN ADOPTED
E.13 APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS Management
ALL POWERS, IN REPLACEMENT OF AN Y EXISTING AUTHORITY,
IN ORDER TO INCREASE THE COMPANY SHARE CAPITAL
ON ITS SO LE DECISION BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF INC ORPORATING
ALL OR PART OF THE RESERVES, PROFITS, EXISTING
SHARE PREMIUMS, TO B E CARRIED OUT BY THE DISTRIBUTION
OF FREE SHARES OR THE INCREASE OF THE PAR VA
LUE OF THE EXISTING SHARES; AUTHORITY IS VALID
FOR 26 MONTHS ; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY
TO CARRY OUT THE CAPITAL INCREASE WHI CH HAS
BEEN ADOPTED
E.14 APPROVE THAT THE DELEGATIONS GRANTED TO THE BOARD Management
OF DIRECTORS TO REALIZE INCR EASES OF THE COMPANY
S SHARE CAPITAL, ARE NOT MAINTAINED IN A PERIOD
OF TAKE-O VER OR EXCHANGE BID ON THE COMPANY
S SHARES (EXCEPT FOR THE TRANSACTIONS THE P RINCIPAL
DECISION OF WHICH WAS APPROVED BY THE BOARD OF
DIRECTORS); AUTHORITY IS VALID TILL THE COMPANY
GENERAL MEETING WHICH WILL HAVE TO DELIBERATE
UPON THE ACCOUNTS OF THE 2004 FY
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO MEMBERS OF THE
ENTERPRISE SAV INGS PLAN FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 20,000,000.00 STARTING THE PRESE
NT MEETING (INSTEAD OF EUR 60,000,000.00 AS PREVIOUSLY
SET BY THE COMBINED GEN ERAL MEETING OF 14 MAY
2003, RESOLUTION NO.16); AUTHORITY IS GIVEN
FOR A PERI OD OF 26 MONTHS
E.16 APPROVE TO GRANT ALL POWERS TO THE BOARD OF DIRECTORS, Management
IN REPLACEMENT OF ANY E XISTING AUTHORITY, TO
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 1 0% OF THE
SHARE CAPITAL OVER A 18 MONTHS PERIOD
E.17 AMEND ARTICLES 9, 10, 12, 13 AND 15 OF THE ARTICLES Management
OF ASSOCIATION
E.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIB ED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ------------------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC
Issuer: G4634U169 ISIN: GB0005405286
SEDOL: 0540528, 0560582, 2367543, 4097279, 5722592, 6153221, 6158163, 6165464, B00JZT0
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE ANNUAL ACCOUNTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2.a RE-ELECT THE LORD BUTLER AS A DIRECTOR Management For
2.b RE-ELECT THE BARONESS DUNN AS A DIRECTOR Management For
2.c RE-ELECT MR. R. A. FAIRHEAD AS A DIRECTOR Management For
2.d RE-ELECT MR. W.K.L. FUNG AS A DIRECTOR Management For
2.e RE-ELECT MR. M. F. GEOGHEGAN AS A DIRECTOR Management For
2.f RE-ELECT MR. S. HINTZE AS A DIRECTOR Management For
2.g RE-ELECT SIR JOHN KEMP-WELCH AS A DIRECTOR Management For
2.h RE-ELECT SIR MARK MOODY-STUART AS A DIRECTOR Management For
2.i RE-ELECT MR. H. SOHMEN AS A DIRECTOR Management For
3. RE-APPOINT KPMG AUDIT PLC AS AUDITOR AT REMUNERATION Management For
DETERMINED BY THE GROUP A UDIT COMMITTEE
4. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2003
5. AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES A CT 1985 OF UP
TO 1,099,900,000 ORDINARY SHARES OF USD 0.50
EACH IN THE CAPITA L OF THE COMPANY, AT A MINIMUM
PRICE OF USD 0.50 PENCE AND UP TO 105% OF THE
A VERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS
OR 105% OF THE AVERAGE OF THE CLOSING PRICES
OF ORDINARY SHARES ON THE STOCK EXCHANGE OF HON
G KONG LIMITED, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES AT THE C ONCLUSION OF
THE AGM OF THE COMPANY IN 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
6. AUTHORIZE THE DIRECTORS, PURSUANT TO AND FOR Management For
THE PURPOSES OF SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT RELEVANT SECURITIES SECTION 80
UP TO AN AGGREG ATE NOMINAL AMOUNT OF GBP 100,000,
USD 100,000 AND EUR 100,000 IN EACH SUCH C ASE
IN THE FORM OF 100,000,000 NON-CUMULATIVE PREFERENCE
SHARES AND USD 1,099 ,900,000 IN THE FORM OF
ORDINARY SHARES ORDINARY SHARES OF USD 0.50 EACH
, PR OVIDED THAT THIS AUTHORITY IS LIMITED, SO
THAT, OTHERWISE THAN PURSUANT TO: A) A RIGHTS
ISSUE OR OTHER ISSUE THE SUBJECT OF AN OFFER
OR INVITATION, OPEN FOR ACCEPTANCE FOR A PERIOD
FIXED BY THE DIRECTORS, TO: I) ORDINARY SHAREHOLDERS
WHERE THE RELEVANT SECURITIES RESPECTIVELY ATTRIBUTABLE
TO THE INTEREST OF ALL ORDINARY SHAREHOLDERS
ARE PROPORTIONATE TO THE RESPECTIVE NUMBER OF
ORDINARY SHARES HELD BY THEM; AND II) HOLDERS
OF SECURITIES, BONDS, DEBENTURES OR WARRA NTS
WHICH, IN ACCORDANCE WITH THE RIGHTS ATTACHING
THERETO, ARE ENTITLED TO PA RTICIPATE IN SUCH
A RIGHTS ISSUE OR OTHER ISSUES, BUT SUBJECT TO
SUCH EXCLUSIO N OR OTHER ARRANGEMENTS AS THE
DIRECTORS DEEM NECESSARY IN RELATION TO FRACTIO
NAL ENTITLEMENTS OR SECURITIES REPRESENTED BY
DEPOSITARY RECEIPTS OR HAVING RE GARD TO ANY
RESTRICTIONS, OBLIGATIONS OR LEGAL PROBLEMS UNDER
THE LAWS OR OR T HE REQUIREMENTS OF ANY REGULATORY
BODY OR STOCK EXCHANGE IN ANY TERRITORY OR O
THERWISE HOWSOEVER; OR B) THE TERMS OF ANY SHARE
PLAN FOR THE EMPLOYEES OF THE COMPANY OR ANY
OF ITS SUBSIDIARY UNDERTAKINGS; OR C) THE TERMS
OF THE HOUSEHO LD INTERNATIONAL INC. OUTSTANDING
ZERO-COUPON CONVERTIBLE DEBT SECURITIES OR 8
.875% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY
UNITS; OR D) ANY SCRIP DIVIDE ND OR SIMILAR ARRANGEMENT
IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF
ASSOC IATION OF THE COMPANY; OR E) THE ALLOTMENT
OF UP TO 10,000,000 NON-CUMULATIVE PREFERENCE
SHARES OF GBP 0.01 EACH, 100,000,000 NON-CUMULATIVE
PREFERENCE SHAR ES OF USD 0.01 EACH AND 10,000,000
NON-CUMULATIVE PREFERENCE SHARES OF EUR 0.0 1
EACH IN THE CAPITAL OF THE COMPANY, THE NOMINAL
AMOUNT OF RELEVANT SECURITIE S TO BE ALLOTTED
BY THE DIRECTORS PURSUANT TO THIS AUTHORITY WHOLLY
FOR CASH S HALL NOT IN AGGREGATE, TOGETHER WITH
ANY ALLOTMENT OF OTHER EQUITY SECURITIES, EXCEED
USD 274,975,000 APPROXIMATELY 5% OF THE NOMINAL
AMOUNT OF ORDINARY SH ARES OF THE COMPANY IN
ISSUE ; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 ; AND AUTHORIZE
THE DIRECTORS TO ALLOT RELEVANT SECURI TIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREE MENT MADE PRIOR TO SUCH
EXPIRY
S.7 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 6, A) TO ALLOT E QUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 ; AND B)
TO ALLOT ANY O THER EQUITY SECURITIES SECTION
94 OF THE COMPANIES ACT 1985 WHICH ARE HELD
B Y THE COMPANY IN TREASURY, FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY RES OLUTION 6,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) ; AUTH ORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 ; AND AUTHOR
IZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORIT Y IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
8. AUTHORIZE EACH OF THE DIRECTORS OTHER THAN ALTERNATE Management For
DIRECTORS , PURSUANT TO A RTICLE 104.1 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY WITH EFFECT
FROM 01 JAN 2004, TO RECEIVE GBP 55,000 PER ANNUM
BY WAY OF FEES FOR THEIR SERVICES A S DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
KINGFISHER PLC
Issuer: G5256E441 ISIN: GB0033195214
SEDOL: 3319521
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS INCLUDING Management For
THE CORPORATE GOVERNANCE REPORT AND THE FINANCIAL
STATEMENTS FOR THE YE 31 JAN 2004 ALONG WITH
THE REPORT OF T HE AUDITORS
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 JAN 2004
3. DECLARE A FINAL DIVIDEND OF 6.15 PENCE ON THE Management For
ORDINARY SHARES FOR PAYMENT ON 1 1 JUN 2004
4. ELECT MR. TATTON-BROWN AS A DIRECTOR Management For
5. RE-ELECT SIR FRANCIS MACKAY AS A DIRECTOR Management For
6. RE-ELECT MR. HEPHER AS A DIRECTOR Management For
7. RE-ELECT MS. SALMON AS A DIRECTOR Management For
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
COMPANY S AUDITORS AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
9. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
SECTION 80 OF THE COMPAN IES ACT 1985 AND TO
MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT
REQUIRE R ELEVANT SECURITIES TO BE ALLOTTED UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 108 ,526,099;
AUTHORITY EXPIRES EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 03 SEP 2005
10. AUTHORIZE THE BOARD OF DIRECTORS TO OFFER ANY Management For
HOLDERS OF ANY SHARES IN THE CAP ITAL OF THE
COMPANY THE RIGHT TO ELECT TO RECEIVE SHARES
IN THE CAPITAL OF THE COMPANY, INSTEAD OF CASH,
IN RESPECT OF ALL OR PART OF ALL OR ANY DIVIDENDS
D ECLARED OR PAID DURING THE PERIOD PRIOR TO
THE AGM OF THE COMPANY TO BE HELD I N 2009, ON
THE TERMS AND CONDITIONS IN ARTICLE 138.1 OF
THE ARTICLES OF ASSOCI ATION OF THE COMPANY
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) , DISAPPLYING THE PER
EMPTION RIGHTS S ECTION 89(1) , PROVIDED THAT
THIS POWER SHALL BE LIMITED TO THE ALLOTMENT
OF E QUITY SECURITIES: I) IN CONNECTION WITH
A RIGHTS ISSUE FOR CASH IN FAVOR OF OR DINARY
SHAREHOLDERS; AND II) UP TO AN AGGREGATE NOMINAL
AMOUNT NOT EXCEEDING 5 % OF THE NOMINAL VALUE
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES EARLIER OF, THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR ON 03 SEP 2005
; 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
EXPIR Y
S.12 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 44 Management For
OF THE COMPANY S ARTICLES OF ASS OCIATION AND
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES SECTION 163(3) OF UP TO 233,210,664
OF ITS ORDINARY SHARES, AT A MAXIMUM PRIC E OF
AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS OF SUCH SHARES AS DERIVED
FORM THE STOCK EXCHANGE DAILY OFFICIAL LIST FOR
THE 5 BUSINESS AFTER SUCH PURCHASE; AUTHORITY
SHALL EXPIRE AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR ON 03 DEC 2005 ; THE COMPANY,
BEFORE THE EXPIRY, M AY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
W HOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
HYPO REAL ESTATE HOLDING AG, MUENCHEN
Issuer: D3449E108 ISIN: DE0008027707 BLOCKING
SEDOL: 7681248, 7696866
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting
THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2003 WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management
PROFIT OF EUR 37,387,794.26 TO C ARRIED FORWARD
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 201,108,261 THROUGH
THE ISS UE ON NEW SHARES AGAINST PAYMENT IN CASH
OR KIND, ON OR BEFORE 03 JUN 2009; AN D AUTHORIZE
BOARD OF MANAGING DIRECTORS, TO EXCLUDE THE SUBSCRIPTIONS
RIGHTS O F SHAREHOLDERS FOR THE ISSUE OF SHARES
AGAINST PAYMENT IN KIND; SHAREHOLDERS S HALL
GRANTED SUBSCRIPTIONS RIGHTS FOR THE ISSUE OF
SHARES AGAINST CASH PAYMENT , EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE ISSUE OF SHARES AT A PRICE NOT
MATERIAL LY BELOW THEIR MARKET PRICE, AND INSOFAR
AS SUBSCRIPTIONS RIGHTS ARE GRANTED T O HOLDERS
OF CONVERSION OR OPTION RIGHTS; AND AMEND THE
ARTICLES OF ASSOCIATIO N CORRESPONDINGLY
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS UP TO EUR 450,000,000, HAVING A TERM OF
UP TO 20 YEARS AND CONFERRING A CONVERSION OR
OPTION RIGHT FOR NEW SHARES OF THE COMPANY, ON
OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL GRANTED
SUBSCRIPTIONS RIGHTS, EXCEPT FOR ISSUE OF BONDS
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET V ALUE, FOR ISSUE OF BONDS AGAINST PAYMENT
IN KIND, FOR RESIDUAL AMOUNTS, AND IN SOFAR AS
SUBSCRIPTIONS RIGHTS ARE GRANTED TO HOLDERS OF
CONVERSION OR OPTION R IGHTS; THE SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 40,221,65
1, INSOFAR AS CONVERSION OR OPTION RIGHTS ARE
EXERCISED; AND AMEND THE ARTICLE S OF ASSOCIATION
CORRESPONDINGLY
7. APPROVE THE REMUNERATION OF EUR 60,000 FOR EACH Management
MEMBER OF THE SUPERVISORY BOAR D, EXCEPT THE
CHAIRMAN, WHO RECEIVE EUR 90,000
8. APPROVE TO CONVERT 3,638,400 NON-VOTING PREFERENCE Management
SHARES OF THE COMPANY TO TH E SAME NUMBER OF
VOTING ORDINARY SHARES THROUGH THE REVOCATION
OF THE PREFEREN CE RIGHT AS PER SECTION 4(2)
OF THE ARTICLES OF ASSOCIATION; THE FORMER PREF
ERENCE SHAREHOLDERS SHALL RETAIN THE RIGHT TO
RECEIVE THE PREFERENCE DIVIDEND OF EUR 0.128
FOR THE FY 2002 AND 2003
9. APPROVE THE SEPARATE RESOLUTION OF THE ORDINARY Management
SHAREHOLDERS ON THE CONVERSION OF PREFERENCE
SHARES AS PER RESOLUTION 8
10. AMEND ARTICLES OF ASSOCIATION IN RESPECT OF THE Management
SUPERVISORY BOARD AS, SECTION 7, REGARDING SUPERVISORY
BOARD COMPRISING 6 MEMBERS, SECTION 10, REGARDING
4 M EMBERS CONSTITUTING A SUPERVISORY BOARD QUORUM,
SECTION 11, REGARDING A FIXED ANNUAL REMUNERATION
OF EUR 60,000 FOR THE MEMBERS OF THE SUPERVISORY
BOARD, ON E AND A HALF TIMES THE AMOUNT FOR THE
CHAIRMAN AND ONE QUARTER TIMES FOR HIS D EPUTY
11. ELECT THE SUPERVISORY BOARD Management
12. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Management
FOR THE FY 2004
- ------------------------------------------------------------------------------------------------------------------------------------
METRO AG, DUESSELDORF
Issuer: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 345,261,366.62 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.020 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.122 PER PREFERENCE
SHARE; EUR 11,664,934.51 SHALL BE CARRIED FORWARD;
AND EX-DIVIDEND AND PAYABLE DATE: 07 JUN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT FASSELT + PARTNER, DUISBURG, AS THE AUDITORS Management
FOR THE FY 2004
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN ORDINARY Management
AND/OR PREF. SHARES OF UP TO 10 % OF ITS SHARE
CAPITAL, AT PRICES NOT DIFFERING MORE THAN 20%.
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
04 DEC 2005; TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO OFFER THE SHARES TO THIRD PARTIES
IN CONNECTION WITH MERG ERS AND ACQUISITIONS,
TO RETIRE THE SHARES, TO DISPOSE OF THE SHARES
IN ANOTHE R MANNER IF THEY ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, AND
TO USE THE SHARES FOR SATISFYING EXISTING CONV.
OR OPTION RIGHTS OR WITHIN THE SCOPE OF THE COMPANY
S STOCK OPTION PLAN
7. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 100,000,000 THROUGH THROUGH
THE ISSU E OF NEW SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS S HALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR THE
BONDHOLDERS, AND FOR A CAPI TAL INCREASE OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND CORRE
SPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
OF UP TO EUR 85,000,000 AGAINST C ONTRIBUTIONS
IN KIND, AND IN ORDER TO GRANT SUCH RIGHTS TO
HOLDERS OF CONVERTI BLE OR OPTION RIGHTS AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO TO EUR 125,000,000 THROUGH
THROUGH THE I SSUE OF NEW ORDINARY SHARES AGAINST
PAYMENT IN KIND, ON OR BEFORE 03 JUN 2009; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED; AND CORRESPONDINGLY
AMEND T HE ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MDS SHALL BE AUTHORIZED, Management
WITH THE CONSENT OF THE SUPERV ISORY BOARD, TO
ISSUE BONDS OF UP TO EUR 1,000,000,000, HAVING
A TERM OF UP TO 15 YEARS AND CONFERRING OPTION
AND/OR CONV.RIGHTS FOR NEW SHARES OF THE COMPAN
Y, ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS , EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BONDHO LDERS, AND FOR THE ISSUE OF BONDS AT A
PRICE NOT MATERIALLY BELOW THEIR THEORE TICAL
MARKET VALUE; THE SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 127,825,000 THROUGH
THE ISSUE OF UP TO 50,000,000 NEW ORDINARY SHARES,
INS OFAR AS OPTION AND/OR CONV. RIGHTS ARE EXERCISED;
AND CORRESPONDINGLY AMEND TH E ARTICLES OF ASSOCIATION
10. APPROVE THAT EACH MEMBER OF THE SUPERVISORY BOARD Management
SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF
EUR 35,000 PLUS A VARIABLE REMUNERATION OF EUR
600 FOR EVERY EUR 25,000,000 OF THE EBT IN EXCESS
OF AN AVERAGE EBT OF EUR 100,000,000 DURIN G
THE LAST THREE YEARS; THE CHAIRMAN SHALL RECEIVE
THREE TIMES, THE DEPUTY CHA IRMAN AND CHAIRMEN
OF SUPERVISORY BOARD COMMITTEES TWICE, COMMITTEE
MEMBERS ON E AND HALFTIMES, THESE AMOUNTS; AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSO CIATION
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIATEK INCORPORATION
Issuer: Y5945U103 ISIN: TW0002454006
SEDOL: 6372480
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE 2003 BUSINESS OPERATIONS REPORT Management For
1.2 APPROVE THE 2003 AUDITED REPORT Management For
2.1 APPROVE TO RECOGNIZE THE 2003 BUSINESS REPORTS Management For
AND FINANCIAL STATEMENTS
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION CASH DIVIDEND: Management For
TWD 5 PER SHARE
3.1 APPROVE THE ISSUANCE OF NEW SHARES FORM RETAINED Management For
EARNINGS AND EMPLOYEE BONUS S TOCK DIVIDEND 180
FOR 1,000 SHARES HELD
3.2 APPROVE THE REVISION TO THE ARTICLES OF INCORPORATION Management For
4. OTHER ISSUES AND EXTRAORDINARY MOTIONS Other For
- ------------------------------------------------------------------------------------------------------------------------------------
CIE DE SAINT-GOBAIN SA, COURBEVOIE
Issuer: F80343100 ISIN: FR0000125007 BLOCKING
SEDOL: 0215086, 4194192, 4206655, 4211820, 4768285, 4768371, 4915508, 7164158, 7380482, 7380556, 7381377, 7448250
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT AND APPROVE Management
TO INCREASE THE SHARE CAPIT AL BY AN AMOUNT OF
EUR 1,120,901.00, IS OF EUR 11,209,010.00 INCLUDED
SHARE PR EMIUM TO CARRY IT OF EUR 4,483,605.50
TO EUR 5,604,506.50 BY ISSUING NEW SHARE S OF
A PAR VALUE OF EUR 0.50 EACH
E.2 GRANT ALL POWER TO THE EXECUTIVE COMMITTEE TO Management
INCREASE THE SHARE CAPITAL RESER VED TO THE EMPLOYEES,
THE MEMBERS OF THE COMPANY SAVINGS PLAN, FOR
A MAXIMUM N OMINAL AMOUNT OF EUR 150,000.00;
AUTHORITY EXPIRES AT THE END OF 15 MONTHS
O.3 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ------------------------------------------------------------------------------------------------------------------------------------
CIE DE SAINT-GOBAIN SA, COURBEVOIE
Issuer: F80343100 ISIN: FR0000125007 BLOCKING
SEDOL: 0215086, 4194192, 4206655, 4211820, 4768285, 4768371, 4915508, 7164158, 7380482, 7380556, 7381377, 7448250
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 126331 DUE TO THE AMENDMENT OF THE AGENDA.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDE D AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE AUDITORS AND APPROVE THE ACCOUNTS AND
THE BALANCE SHEET FOR THE COMPANY ACCOUNTS OF
THE 2003 FY
2. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE AUDITORS AND APPROVE THE CONSOLIDATED
ACCOUNTS
3. APPROVE THE APPROPRIATION OF THE NET PROFIT OF Management
EUR 513,574,452.67 AS FOLLOWS A ND THE RETAINED
EARNINGS OF EUR 1,090,363,072.07 TOTAL: EUR
1,603,937,524.74 AS FOLLOWS: SPECIAL RESERVE
ON LONG TERM CAPITAL GAINS: EUR 290,390,704.00;
B ALANCE CARRIED FORWARD: EUR 926,574,740.59,
A SUM OF EUR 386,972,080.15 BE DED UCTED TO BE
ALLOCATED BETWEEN THE SHAREHOLDERS: AS A FIRST
DIVIDEND EUR 67,299 ,492.20, AS AN ADDITIONAL
DIVIDEND: EUR 319,672,587.95, THE SHAREHOLDERS
RECEI VING A NET DIVIDEND OF EUR 1.15 WITH A
CORRESPONDING TAX CREDIT OF 0.575
4. APPROVE THE SPECIAL AUDITOR S REPORT REGARDING Management
THE REGULATED AGREEMENTS AND AC KNOWLEDGE THAT
NO REGULATED AGREEMENT HAS BEEN ESTABLISHED IN
DURING THE FY 20 03
5. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY OF THE CGM ON 05 JUN 20 03, TO TRADE
THE COMPANY S SHARES ON THE STOCK EXCHANGE IN
VIEW OF ADJUSTING T HEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 55.00;
MINIMUM SELLING PRICE: EUR 23.00; AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT
IES
6. RENEW THE TERM OF OFFICE OF MR. JEAN-LOUIS BEFFA Management
AS A DIRECTOR FOR A PERIOD OF 4 YEAR
7. RENEW THE TERM OF OFFICE OF MRS. ISABELLE BOUILLOT Management
AS A DIRECTOR FOR A PERIOD OF 4 YEAR
8. RENEW THE TERM OF OFFICE OF MRS. SYLVIA JAY AS Management
A DIRECTOR FOR A PERIOD OF 4 YE AR
9. RENEW THE TERM OF OFFICE OF MR. JOSE LUIS LEAL Management
MALDONADO AS A DIRECTOR FOR A P ERIOD OF 4 YEAR
10. APPOINT MR. GIAN PAOLO CACCINI AS A DIRECTOR Management
UNTIL THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS
OF THE COMPANY WILL BE DISCUSSED FOR THE FY 2004
11. RENEW THE TERM OF OFFICE OF THE CABINET PRICEWATERHOUSECOOPERS Management
AUDIT AS THE ST ATUTORY AUDITORS FOR A PERIOD
OF 6 YEARS
12. APPROVE THE RESIGNATION OF THE CABINET S.E.C.E.F Management
AS THE STATUTORY AUDITOR AND APPOINT THE CABINET
KPMG AUDIT KPMG S.A. S DEPARTMENT AS THE AUDITORS,
UNTIL THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS
OF THE COMPANY WILL BE DISCUSS ED FOR THE FY 2005
13. APPOINT MR. YVES NICOLAS AS A DEPUTY AUDITOR Management
FOR A PERIOD OF 6 YEARS
14. APPROVE THE RESIGNATION OF THE CABINET PIERRE-HENRI Management
SCACCHI AND ASSOCIATES AS THE DEPUTY AUDITORS
AND APPOINT THE MR. JEAN-PAUL VELLUTINI AS THE
DEPUTY AUDI TOR, UNTIL THE NEXT GENERAL MEETING
AT WHICH THE ACCOUNTS OF THE COMPANY WILL BE
DISCUSSED FOR THE FY 2005
15. AMEND ARTICLES 7(PARAGRAPH 4), 12(PARAGRAPH 2) Management
AND 14 OF THE ARTICLES OF ASSOC IATION
16. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E 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
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ------------------------------------------------------------------------------------------------------------------------------------
MEGA FINANCIAL HOLDING COMPANY
Issuer: Y1822Y102 ISIN: TW0002886009
SEDOL: 6444066
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE 2003 BUSINESS OPERATION REPORT Management Abstain
1.2 APPROVE THE 2003 AUDITED REPORT Management Abstain
1.3 APPROVE THE STATUS OF ISSUING CONVERTIBLE BOND Management Abstain
1.4 APPROVE THE STATUS OF PURCHASING TREASURY STOCKS Management Abstain
1.5 APPROVE THE STATUS OF TRANSFERRING TREASURY STOCKS Management Abstain
TO EMPLOYEE
1.6 APPROVE THE REVISION TO THE RULES OF THE BOARD Management Abstain
OF DIRECTORS MEETING
2.1 APPROVE THE 2003 FINANCIAL STATEMENT Management For
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION Management For
3.1 APPROVE THE REVISION TO THE ARTICLE OF INCORPORATION Management For
3.2 APPROVE THE REVISION TO THE TRADING PROCEDURES Management For
OF DERIVATES
3.3 APPROVE THE REVISION TO THE RULES OF SHAREHOLDERS Management For
MEETING
4. EXTRAORDINARY MOTION Other Against
* PLEASE NOTE THAT ACCORDING TO CURRENT REGULATIONS, Non-Voting Non-Vote Proposal
IF A FOREIGN INSTITUTIONAL INVESTOR (FINI) HOLDS
MORE THAN 300,000 SHARES (INCLUSIVE), A FINI
MUST ATTEND IN PERSON OR ASSIGN ITS LOCAL AGENT
OR REPRESENTATIVE TO ATTEND AND EXERCISE VOTING
RIGHTS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
HOYA CORP
Issuer: J22848105 ISIN: JP3837800006
SEDOL: 5689374, 6441506
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 AMEND ARTICLES TO: EXPAND BUSINESS LINES - AUTHORIZE Management For
SHARE REPURCHASES AT BOARD S DISCRETION
2.1 ELECT DIRECTOR Management For
2.2 ELECT DIRECTOR Management For
2.3 ELECT DIRECTOR Management For
2.4 ELECT DIRECTOR Management For
2.5 ELECT DIRECTOR Management For
2.6 ELECT DIRECTOR Management For
2.7 ELECT DIRECTOR Management For
2.8 ELECT DIRECTOR Management For
3 APPROVE EXECUTIVE STOCK OPTION PLAN Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SONY CORP
Issuer: J76379106 ISIN: JP3435000009
SEDOL: 0821687, 4823203, 5485602, 6821506
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For
AT BOARD S DISCRETION
2.1 ELECT DIRECTOR Management For
2.2 ELECT DIRECTOR Management For
2.3 ELECT DIRECTOR Management For
2.4 ELECT DIRECTOR Management For
2.5 ELECT DIRECTOR Management For
2.6 ELECT DIRECTOR Management For
2.7 ELECT DIRECTOR Management For
2.8 ELECT DIRECTOR Management For
2.9 ELECT DIRECTOR Management For
2.10 ELECT DIRECTOR Management Against
2.11 ELECT DIRECTOR Management For
2.12 ELECT DIRECTOR Management For
2.13 ELECT DIRECTOR Management For
2.14 ELECT DIRECTOR Management For
2.15 ELECT DIRECTOR Management For
2.16 ELECT DIRECTOR Management For
3. APPROVE EXECUTIVE STOCK OPTION PLAN Management For
4. APPROVE STOCK OPTION PLAN FOR DIRECTORS AND EXECUTIVES Management For
OF SUBSIDIARY SONY COMMUNICATION NETWORK
5. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Other For
AMEND ARTICLES TO REQUIRE DI SCLOSURE OF COMPENSATION
LEVELS OF INDIVIDUAL DIRECTORS AND EXECUTIVE
OFFI CERS
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO POPULAR ESPANOL SA, MADRID
Issuer: E19550156 ISIN: ES0113790234
SEDOL: 5857836, 5900440, 5960295
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL ACCOUNTS AND MANAGEMENT REPORT Management For
OF BANCO POPULAR ESPANOL S.A . AND ITS CONSOLIDATED
GROUP AND DISTRIBUTE RESULTS AND PERFORMANCE
OF THE BOA RD, ALL THE AFOREMENTIONED RELATED
TO FY 2003
2. RE-ELECT AND RATIFY THE DIRECTORS Management For
3. RE-ELECT THE AUDITORS Management For
4. APPROVE TO MODIFY THE ARTICLES 14,15,16,18 AND Management For
21 OF THE CORPORATE BY-LAWS
5. APPROVE THE REGULATION OF THE MEETING, AND THE Management For
INFORMATION ABOUT THE RULES OF THE BOARD OF DIRECTORS
6. AUTHORIZE THE BOARD TO ACQUIRE ITS OWN TREASURY Management For
STOCK, WITHIN THE LEGAL REQUIR EMENTS AND LIMITS,
TO REDEMP THEM AND REDUCE THE SHARE CAPITAL IN
A MAXIMUM AM OUNT OF 5%
7. APPROVE TO TRANSFER THE DISPOSABLE RESERVES TO Management Against
ANS SPECIAL FOND TO COVER THE E ARLY RETIREMENTS
PLANS, IN ACCORDANCE TO RULES ESTABLISHED BY
BANCO DE ESPANA
8. AUTHORIZE THE BOARD TO FORMALIZE, INTERPRET, Management For
RECTIFY AND EXECUTE THE AGREEMENT S ADOPTED
- ------------------------------------------------------------------------------------------------------------------------------------
NISSAN MOTOR CO LTD
Issuer: J57160129 ISIN: JP3672400003
SEDOL: 5485356, 6642860
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE APPROPRIATION OF PROFIT FOR NO.105 Management For
TERM: DIVIDENDS FOR THE CURRENT TERM AS JPY 11
PER SHARE JPY 19 ON YEARLY BASIS
2. APPROVE THE COMPANY TO PURCHASE ITS OWN SHARES Management Against
UPON A RESOLUTION OF THE BOARD OF DIRECTORS IN
ACCORDANCE WITH COMMERCIAL CODE 211-3
3. APPROVE THE COMPANY TO GIVE THE FREE SHARE SUBSCRIPTION Management For
RIGHTS TO THE EMPLOYEE S OF THE COMPANY AND ITS
SUBSIDIARIES AND THE DIRECTORS OF ITS SUBSIDIARIES
AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL
CODE 280-20 AND 280-21
4. APPROVE THE COMPANY TO ACQUIRE UP TO 75,000,000 Management For
OF ITS OWN SHARES UP TO JPY 1 00,000,000,000
IN VALUE IN ACCORDANCE WITH COMMERCIAL CODE 210
5.1 ELECT MR. HIROSHI MORIYAMA AS A STATUTORY AUDITOR Management For
5.2 ELECT MR. SHINJI ICHISHIMA AS A STATUTORY AUDITOR Management Against
5.3 ELECT MR. KEISHI IMAMURA AS A STATUTORY AUDITOR Management For
5.4 ELECT MR. HIROYASU SUGA AS A STATUTORY AUDITOR Management For
5.5 ELECT MR. HARUO MURAKAMI AS A STATUTORY AUDITOR Management For
6. GRANT RETIREMENT ALLOWANCE TO THE RETIRED STATUTORY Management Against
AUDITORS MR. HARUHIKO TAKE NAKA AND MR. NAKAMURA
- ------------------------------------------------------------------------------------------------------------------------------------
TOYOTA MOTOR CORP
Issuer: J92676113 ISIN: JP3633400001
SEDOL: 0851435, 2205870, 4871503, 6900643
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 MANAGEMENT PROPOSALS Management For
2 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against
DIVIDENDS: INTERIM JY 20, FINAL JY 25, SPECIAL
JY 0
3 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For
AT BOARD S DISCRETION
4.1 ELECT DIRECTOR Management For
4.2 ELECT DIRECTOR Management For
4.3 ELECT DIRECTOR Management For
4.4 ELECT DIRECTOR Management For
4.5 ELECT DIRECTOR Management For
4.6 ELECT DIRECTOR Management For
4.7 ELECT DIRECTOR Management For
4.8 ELECT DIRECTOR Management For
4.9 ELECT DIRECTOR Management For
4.10 ELECT DIRECTOR Management For
4.11 ELECT DIRECTOR Management For
4.12 ELECT DIRECTOR Management For
4.13 ELECT DIRECTOR Management For
4.14 ELECT DIRECTOR Management For
4.15 ELECT DIRECTOR Management For
4.16 ELECT DIRECTOR Management For
4.17 ELECT DIRECTOR Management For
4.18 ELECT DIRECTOR Management For
4.19 ELECT DIRECTOR Management For
4.20 ELECT DIRECTOR Management For
4.21 ELECT DIRECTOR Management For
4.22 ELECT DIRECTOR Management For
4.23 ELECT DIRECTOR Management For
4.24 ELECT DIRECTOR Management For
4.25 ELECT DIRECTOR Management For
4.26 ELECT DIRECTOR Management For
4.27 ELECT DIRECTOR Management For
5 APPROVE EXECUTIVE STOCK OPTION PLAN Management For
6 AUTHORIZE SHARE REPURCHASE PROGRAM Management For
7 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For
SPECIAL BONUS FOR FAMILY OF DECEASED DIRECTOR
8 SHAREHOLDER PROPOSALS Management For
9 APPROVE ALTERNATE ALLOCATION OF INCOME, WITH Other For
A FINAL DIVIDEND OF JY 40 PER SHARE
10 AMEND ARTICLES OF INCORPORATION TO REQUIRE DISCLOSURE Other For
OF INDIVIDUAL COMPENSATION LEVELS OF DIRECTORS
AND STATUTORY AUDITORS
11 AMEND ARTICLES OF INCORPORATION TO PROHIBIT CORPORATE Other Against
DONATIONS TO POLITICAL PARTIES AND POLITICAL
FUNDRAISING GROUPS
- ------------------------------------------------------------------------------------------------------------------------------------
TOYOTA MOTOR CORP
Issuer: J92676113 ISIN: JP3633400001
SEDOL: 0851435, 2205870, 4871503, 6900643
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID #147669 DUE TO THE REVISED AGENDA. PLEASE
ALSO NOTE THE NEW CUTOFF DATE. ALL VOTES RECEIVED
ON THE PRE VIOUS NOTICE WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS NOTIC E OF
MEETING. THANK YOU.
1. APPROVE THE PROFIT APPROPRIATION FOR NUMBER 100 Management Against
TERM: DIVIDENDS FOR THE CURREN T TERM HAS BEEN
PROPOSED AS JPY 25 PER SHARE JPY ON A YEARLY
BASIS
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION: Management For
THE COMPANY WILL BE ALLOWED TO PURCHASE ITS OWN
SHARES UPON A RESOLUTION OF THE BOARD OF DIRECTORS
IN ACCORDA NCE WITH COMMERCIAL CODE 211-3
3.1 ELECT MR. HIROSHI OKUDA AS A DIRECTOR Management For
3.2 ELECT MR. KOUSUKE IKEBUCHI AS A DIRECTOR Management For
3.3 ELECT MR. FUJIO CHOU AS A DIRECTOR Management For
3.4 ELECT MR. AKIHIKO SAITOU AS A DIRECTOR Management For
3.5 ELECT MR. RYUUJI ARAKI AS A DIRECTOR Management For
3.6 ELECT MR. YOSHIO ISHIZAKA AS A DIRECTOR Management For
3.7 ELECT MR. KOUSUKE SHIRAMIZU AS A DIRECTOR Management For
3.8 ELECT MR. KATSUAKI WATANABE AS A DIRECTOR Management For
3.9 ELECT MR. KAZUSHI IWATSUKI AS A DIRECTOR Management For
3.10 ELECT MR. KATSUHIRO NAKAGAWA AS A DIRECTOR Management For
3.11 ELECT MR. YASUHITO YAMAUCHI AS A DIRECTOR Management For
3.12 ELECT MR. TAKASHI KAMIO AS A DIRECTOR Management For
3.13 ELECT MR. HIROYUKI WATANABE AS A DIRECTOR Management For
3.14 ELECT MR. AKIO MATSUBARA AS A DIRECTOR Management For
3.15 ELECT MR. TOKUICHI URANISHI AS A DIRECTOR Management For
3.16 ELECT MR. KAZUO OKAMOTO AS A DIRECTOR Management For
3.17 ELECT MR. KYOUJI SASAZU AS A DIRECTOR Management For
3.18 ELECT MR. MITSUO KINOSHITA AS A DIRECTOR Management For
3.19 ELECT MR. YOSHIMI INABA AS A DIRECTOR Management For
3.20 ELECT MR. TAKESHI UCHIYAMADA AS A DIRECTOR Management For
3.21 ELECT MR. MASATAMI TAKIMOTO AS A DIRECTOR Management For
3.22 ELECT MR. AKIO TOYODA AS A DIRECTOR Management For
3.23 ELECT MR. SHOUICHIROU TOYODA AS A DIRECTOR Management For
3.24 ELECT MR. TETSUO HATTORI AS A DIRECTOR Management For
3.25 ELECT MR. YUKITOSHI FUNO AS A DIRECTOR Management For
3.26 ELECT MR. TAKESHI SUZUKI AS A DIRECTOR Management For
3.27 ELECT MR. ATSUSHI NIIMI AS A DIRECTOR Management For
4. APPROVE TO ASSIGN THE FREE SUBSCRIPTION RIGHTS: Management For
THE COMPANY HAS PROPOSED TO GI VE FREE SHARE
SUBSCRIPTION RIGHTS TO THE DIRECTORS AND EMPLOYEES
OF THE COMPAN Y AND ITS SUBSIDIARIES AS STOCK
OPTION IN ACCORDANCE WITH COMMERCIAL CODE 280-
20 AND 280-21
5. APPROVE THE ACQUISITION OF COMPANY S OWN SHARES: Management For
THE COMPANY SHALL ACQUIRE UP TO 65,000,000 OF
ITS OWN SHARES UP TO JPY 250,000,000,000 IN
VALUE IN ACCORD ANCE WITH COMMERCIAL CODE 210
6.1 GRANT RETIREMENT ALLOWANCES TO MR. ZENJI YASUDA Management For
A RETIRED DIRECTOR ACCORDING T O THE COMPANY RULE
6.2 GRANT RETIREMENT ALLOWANCES TO MR. TERUYUKI MINOURA Management For
A RETIRED DIRECTOR ACCORDI NG TO THE COMPANY RULE
6.3 GRANT RETIREMENT ALLOWANCES TO MR. SHUUHEI TOYODA Management For
A RETIRED DIRECTOR ACCORDING TO THE COMPANY RULE
7. PLEASE NOTE THAT THIS IS A SHAREHOLDRES PROPOSAL: Other For
APPROVE THE PROFIT APPROPRIA TION: APPROVE TO
PAY THE DIVIDENDS OF JPY 40 PER SHARE JPY 60
ON A YEARLY BAS IS FOR THE CURRENT TERM
8. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Other For
AMEND THE COMPANY S ARTICLES OF INCORPORATION:
APPROVE TO ADD THE FOLLOWING ITEMS TO THE COMPANY
S ARTICLE S OF INCORPORATION, 1) REMUNERATION
AND BONUSES FOR EACH DIRECTOR AND STATUTOR Y
AUDITOR DURING EVERY FY WILL BE DISCLOSED IN
A DOCUMENT ATTACHED TO A NOTICE OF AGM; 2) GRANT
RETIREMENT ALLOWANCES TO THE RETIRED DIRECTORS
AND THE STATU TORY AUDITORS WILL DESCRIBED AN
AMOUNT FOR EACH
9. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Other Against
AMEND THE COMPANY S ARTICLES OF INCORPORATION:
APPROVE TO INCLUDE THE FOLLOWING IN THE COMPANY
S ARTICLES OF INCORPORATION, THE COMPANY SHALL
NEVER CONTRIBUTE MONEY TO POLITICAL PARTIE S
AND POLITICAL FUND-MANAGING ORGANIZATIONS FOR
POLITICAL ACTIVITIES
- ------------------------------------------------------------------------------------------------------------------------------------
KDDI CORP, TOKYO
Issuer: J31843105 ISIN: JP3496400007
SEDOL: 5674444, 6248990
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROFIT APPROPRIATION FOR 20 TERM: Management For
DIVIDENDS FOR THE CURRENT TERM A S JPY 2,400
PER SHARE JPY 3600 ON A YEARLY BASIS
2. APPROVE THE COMPANY TO PURCHASE ITS OWN SHARES Management Against
UPON A RESOLUTION OF THE BOARD OF DIRECTORS IN
ACCORDANCE WITH THE COMMERCIAL CODE 211-3 AND
PARTIALLY AMEND THE COMPANY S ARTICLES OF INCORPORATION
3. APPROVE TO GIVE FREE SHARE SUBSCRIPTION RIGHTS Management For
TO THE DIRECTORS, SENIOR EXECUT IVE DIRECTORS,
EXECUTIVE DIRECTORS, ADVISORS, STATUTORY AUDITORS
AND THE EMPLO YEES OF THE COMPANY AND ITS SUBSIDIARIES
AS STOCK OPTION IN ACCORDANCE WITH CO MMERCIAL
CODE 280-20 AND 280-21
4. AMEND THE PARTS OF THE RESOLUTIONS ON CONDITIONS Management For
FOR EXERCISING AND EXTINCTING FREE SUBSCRIPTION
RIGHTS APPROVED AT THE AGM OF SHAREHOLDERS HELD
IN JUNE 200 2 AND 2003 AND THE CONDITIONS WILL
BE FOR THE DIRECTORS, SENIOR EXECUTIVES DIR ECTORS
THE EXECUTIVE DIRECTORS, ADVISORS, STATUTORY
AUDITORS AND THE EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES AND PARTIALLY AMEND THE FREE
SUBSCRIPTION RIGHTS
5.1 ELECT MR. AKIRA HIOKI AS A STATUTORY AUDITOR Management For
5.2 ELECT MR. YOSHIAKI TSUJI AS A STATUTORY AUDITOR Management For
5.3 ELECT MR. HIDEKI ISHIDA AS A STATUTORY AUDITOR Management Against
5.4 ELECT MR. KATSUAKI WATANABE AS A STATUTORY AUDITOR Management Against
6. GRANT RETIREMENT ALLOWANCES TO THE RETIRED STATUTORY Management For
AUDITORS: GRANT RETIREMEN T ALLOWANCES JPY16,500,000
IN TOTAL TO 2 RETIRED STATUTORY AUDITORS, MR.
TOSHI AKI TERUI AND OSAMU ANDOU
7. GRANT RETIREMENT ALLOWANCES TO THE DIRECTORS Management For
AND THE STATUTORY AUDITOR IN CONN ECTION WITH
ABOLISHMENT OF RETIREMENT ALLOWANCES SYSTEM;
GRANT RETIREMENT ALLO WANCES JPY125,287,000 IN
TOTAL TO 8 DIRECTORS, MR. MITSUO IGARASHI, MR.
TADASH I ONODERA, MR. MASAHIRO YAMAMOTO, MR.
NOBUHIKO NAKANO, MR. YASUHIKO ITOU, MR. SATOSHI
NAGAO, MR. NOBUO NEZU AND MR. HIROFUMI MOROZUMI
AND JPY2,200,000 TO 1 STATUTORY AUDITOR MR. AKIRA
HIOKI
- ------------------------------------------------------------------------------------------------------------------------------------
MITSUBISHI CORP
Issuer: J43830116 ISIN: JP3898400001
SEDOL: 0597621, 6596785
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management For
FOR FY 2004
2. APPROVE TO AMEND THE PART THE ARTICLES OF INCORPORATION Management For
3.1 ELECT THE DIRECTOR Management For
3.2 ELECT THE DIRECTOR Management For
3.3 ELECT THE DIRECTOR Management For
3.4 ELECT THE DIRECTOR Management For
3.5 ELECT THE DIRECTOR Management For
3.6 ELECT THE DIRECTOR Management For
3.7 ELECT THE DIRECTOR Management For
4.1 ELECT THE CORPORATE AUDITOR Management For
4.2 ELECT THE CORPORATE AUDITOR Management Against
4.3 ELECT THE CORPORATE AUDITOR Management Against
4.4 ELECT THE CORPORATE AUDITOR Management For
5. APPROVE TO GRANT STOCK ACQUISITION RIGHTS AS Management For
STOCK OPTIONS
6. GRANT THE REMUNERATION TO THE RETIRING DIRECTORS Management Against
AND CORPORATE AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
OAO LUKOIL LUKOY
Issuer: 677862 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ANNUAL REPORT 2003, OF THE ANNUAL Management For
ACCOUNTS INCLUDING THE PROFIT AND LOSS STATEMENT
02 AMOUNT, PAYMENT DATE, AND FORM OF PAYMENT OF DIVIDENDS Management For
03 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Management Abstain
4A ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
NIKITENKO, VLADIMIR NIKOLAYEVICH
4B ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
SKLYAROVA, TATIANA SERGUEYEVNA
4C ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
TANULYAK, NATALIA ILYINICHNA
4D ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
KONDRATIEV, PAVEL GENNADIEVICH
4E ELECTION OF THE MEMBER OF THE AUDIT COMMISSION: Management For
BULAVINA, LYUDMILA MIKHAILOVNA
5 REMUNERATION AND COMPENSATION OF EXPENSES TO Management For
THE MEMBERS OF THE BOARD OF DIRECTORS AND AUDIT
COMMISSION OF OAO LUKOIL
6 APPROVAL OF THE EXTERNAL AUDITOR OF THE COMPANY Management For
7 APPROVAL OF AMENDMENTS AND ADDENDA TO THE CHARTER Management For
OF OAO LUKOIL
8 APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS Management For
ON THE PROCEDURE FOR PREPARING AND HOLDING THE
SHAREHOLDERS MEETING
9 APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS Management For
ON THE BOARD OF DIRECTORS OF LUKOIL
10 APPROVAL OF TRANSACTIONS INVOLVING INTERESTED/RELATED Management For
PARTIES
- ------------------------------------------------------------------------------------------------------------------------------------
SHARP CORP, OSAKA
Issuer: J71434112 ISIN: JP3359600008
SEDOL: 4800864, 5477814, 6800602
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 8, FINAL JY 10, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
3.8 ELECT DIRECTOR Management For
3.9 ELECT DIRECTOR Management For
3.10 ELECT DIRECTOR Management For
3.11 ELECT DIRECTOR Management For
3.12 ELECT DIRECTOR Management For
3.13 ELECT DIRECTOR Management For
3.14 ELECT DIRECTOR Management For
3.15 ELECT DIRECTOR Management For
3.16 ELECT DIRECTOR Management For
3.17 ELECT DIRECTOR Management For
3.18 ELECT DIRECTOR Management For
3.19 ELECT DIRECTOR Management For
3.20 ELECT DIRECTOR Management For
3.21 ELECT DIRECTOR Management For
3.22 ELECT DIRECTOR Management For
3.23 ELECT DIRECTOR Management For
3.24 ELECT DIRECTOR Management For
3.25 ELECT DIRECTOR Management For
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management Against
4.3 APPOINT INTERNAL STATUTORY AUDITOR Management For
5 APPROVE SPECIAL BONUS FOR FAMILY OF DECEASED Management For
DIRECTOR AND APPROVE RETIREMENT BONUSES FOR DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
YUKOS CORP YUKOY
Issuer: 98849W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ANNUAL REPORT OF YUKOS OIL COMPANY Management For
FOR 2003.
02 APPROVAL OF THE ANNUAL ACCOUNTING REPORTS, INCLUDING Management For
THE PROFIT AND LOSS ACCOUNT, OF YUKOS OIL COMPANY
FOR FY 2003.
03 APPROVAL OF DISTRIBUTION OF PROFIT OF YUKOS OIL Management For
COMPANY FOR FY 2003, INCLUDING PAYMENT OF DIVIDEND
ON COMMON SHARES OF YUKOS OIL COMPANY, AND OF
LOSSES FOR FY 2003.
04 ELECTION OF THE BOARD OF DIRECTORS OF YUKOS OIL Management For
COMPANY.
5A ELECTION OF MURASHOVA ANTONINA B. TO THE AUDITING Management For
COMMISSION OF YUKOS OIL COMPANY.
5B ELECTION OF BRITKOVA ELENA V. TO THE AUDITING Management For
COMMISSION OF YUKOS OIL COMPANY.
5C ELECTION OF SERZHANOVA MARGARITA O. TO THE AUDITING Management For
COMMISSION OF YUKOS OIL COMPANY.
6 APPROVAL OF THE AUDITOR OF YUKOS OIL COMPANY Management For
FOR 2004.
7 APPROVAL OF THE TOTAL AMOUNT OF REMUNERATION Management For
AND REIMBURSEMENTS OF DIRECTORS OF YUKOS OIL
COMPANY FOR THE PERIOD 2004-2005.
- ------------------------------------------------------------------------------------------------------------------------------------
MITSUBISHI CORP
Issuer: J43830116 ISIN: JP3898400001
SEDOL: 0597621, 6596785
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 146695. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT O N THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management For
FOR FY 2003: DIVIDENDS FOR THE CURRENT TERM HAS
BEEN PROPOSED AS JPY 8 PER SHARE
2. APPROVE THE PARTIAL AMENDMENTS TO THE ARTICLES Management For
OF INCORPORATION: THE TERM OF O FFICE FOR DIRECTOR
HAS BEEN PROPOSED TO CHANGE TO 1 YEAR FROM THE
PRESENT 2 YE ARS; THE COMPANY WILL BE ALLOWED
TO PURCHASE ITS OWN SHARES UPON A RESOLUTION
OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH
COMMERCIAL CODE 211-3
3.1 ELECT MR. MIKIO SASAKI AS A DIRECTOR Management For
3.2 ELECT MR. MASAYUKI TAKASHIMA AS A DIRECTOR Management For
3.3 ELECT MR. YUKIO MASUDA AS A DIRECTOR Management For
3.4 ELECT MR. HIDETOSHI KAMEKAZI AS A DIRECTOR Management For
3.5 ELECT MR. ICHIROU TANIGUCHI AS A DIRECTOR Management For
3.6 ELECT MR. HARUO MATSUMOTO AS A DIRECTOR Management For
3.7 ELECT MR. TOMIO TSUTSUMI AS A DIRECTOR Management For
4.1 ELECT MR. YUUZOU SHINKAI AS A CORPORATE AUDITOR Management For
4.2 ELECT MR. KOUKEI HIGUCHI AS A CORPORATE AUDITOR Management For
4.3 ELECT MR. SHIGEMITSU MIKI AS A CORPORATE AUDITOR Management For
4.4 ELECT MR. SHIGERU NAKAJIMA AS A CORPORATE AUDITOR Management For
5. ASSIGN FREE SUBSCRIPTION RIGHTS: THE COMPANY Management For
HAS PROPOSED TO GIVE FREE SHARE S UBSCRIPTION
RIGHTS TO ITS DIRECTORS, EXECUTIVES AND SENIOR
GENERAL MANAGERS AS STOCK OPTIONS
6.1 GRANT RETIREMENT ALLOWANCES TO RETIRED DIRECTOR, Management For
MR. MINORU MAKIHARA
6.2 GRANT RETIREMENT ALLOWANCES TO RETIRED DIRECTOR, Management For
MR. KOUJI FURUKAWA
6.3 GRANT RETIREMENT ALLOWANCES TO RETIRED DIRECTOR, Management For
MR. SUSUMU KANI
6.4 GRANT RETIREMENT ALLOWANCES TO RETIRED DIRECTOR, Management For
MR. TAKESHI HASHIMOTO
6.5 GRANT RETIREMENT ALLOWANCES TO RETIRED STATUTORY Management For
AUDITOR, MR. TSUNEO WAKAI
6.6 GRANT RETIREMENT ALLOWANCES TO RETIRED STATUTORY Management For
AUDITOR, MR. MANABU UENO
- ------------------------------------------------------------------------------------------------------------------------------------
MIZUHO FINANCIAL GROUP INC, TOKYO
Issuer: J4599L102 ISIN: JP3885780001
SEDOL: 6591014, 7562213
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 MANAGEMENT PROPOSALS Management For
2 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS ON ORDINARY SHARES: INTERIM JY 0, FINAL
JY 3000, SPECIAL JY 0
3 APPROVE REDUCTION IN LEGAL RESERVES Management For
4 AUTHORIZE REPURCHASE OF PREFERRED SHARES Management For
5 AMEND ARTICLES TO: DECREASE AUTHORIZED PREFERRED Management For
SHARE CAPITAL TO REFLECT CONVERSION OF PREFERRED
TO ORDINARY SHARES
6.1 ELECT DIRECTOR Management For
6.2 ELECT DIRECTOR Management For
6.3 ELECT DIRECTOR Management For
7.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
7.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
8 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management Against
STATUTORY AUDITORS
9 SHAREHOLDER PROPOSALS Management For
10 AMEND ARTICLES TO REQUIRE DISCLOSURE OF RETIREMENT Other For
BONUSES PAID TO EACH RETIRING DIRECTOR AND STATUTORY
AUDITOR
11 AMEND ARTICLES TO REQUIRE DISCLOSURE OF INDIVIDUAL Other For
COMPENSATION LEVELS OF EACH DIRECTOR AND STATUTORY
AUDITOR
- ------------------------------------------------------------------------------------------------------------------------------------
MIZUHO FINANCIAL GROUP INC, TOKYO
Issuer: J4599L102 ISIN: JP3885780001
SEDOL: 6591014, 7562213
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROFIT APPROPRIATION FOR NO.2 TERM: Management For
DIVIDENDS FOR THE CURRENT TERM AS JPY 3,000 PER
SHARE
2. APPROVE TO REDUCE THE CAPITAL RESERVE BY JPY Management For
1,367,644,000,000 FROM THE PRESEN T JPY 1,752,885,533,774
3. AUTHORIZE THE COMPANY TO ACQUIRE UP TO 538,000 Management For
OF PREFERRED SHARES UP TO JPY 500,000,000,000
IN VALUE IN ACCORDANCE WITH THE COMMERCIAL CODE
210
4. APPROVE THE COMPANY S NUMBER OF ISSUED AND OUTSTANDING Management For
SHARES WILL BE CHANGED TO 30,466,400 FROM THE
PRESENT 30,563,000
5.1 ELECT MR. KEIJI TORII AS A DIRECTOR Management For
5.2 ELECT MR. SATOSHI NISHIBORI AS A DIRECTOR Management For
5.3 ELECT MR. TETSUSHI OZAKI AS A DIRECTOR Management For
6.1 ELECT MR. YOKIO OBARA AS A STATUTORY AUDITOR Management For
6.2 ELECT MR. MASAHIKO KAKUTANI AS A STATUTORY AUDITOR Management For
7.1 GRANT RETIREMENT ALLOWANCES TO THE RETIRED DIRECTOR Management Against
MR. TADASHI KUDOU
7.2 GRANT RETIREMENT ALLOWANCES TO THE RETIRED DIRECTOR Management Against
MR. MITSURU MACHIDA
7.3 GRANT RETIREMENT ALLOWANCES TO THE RETIRED DIRECTOR Management Against
MR. JUN KAWADA
7.4 GRANT RETIREMENT ALLOWANCES TO THE RETIRED STATUTORY Management Against
AUDITOR MR. YORIAKI SAKAT A
7.5 GRANT RETIREMENT ALLOWANCES TO THE RETIRED STATUTORY Management Against
AUDITOR MR. MINORU NAKAI
7.6 GRANT RETIREMENT ALLOWANCES TO THE RETIRED STATUTORY Management Against
AUDITOR MR. AKIO TAKEUCHI
7.7 GRANT RETIREMENT ALLOWANCES TO THE RETIRED STATUTORY Management Against
AUDITOR MR. SETSUO UMEZAW A
8. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Other For
PROPOSAL: GRANT RETIREMENT A LLOWANCES TO THE
DIRECTORS AND THE STATUTORY AUDITORS ACCOMPANY
INDIVIDUAL AMO UNT
9. APPROVE TO DISCLOSE THE REMUNERATION OF THE DIRECTOR Management For
AND THE STATUTORY AUDITOR
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID #148040 DUE TO THE REVISED AGENDA. PLEASE
ALSO NOTE THE NEW CUTOFF DATE. ALL VOTES RECEIVED
ON THE PRE VIOUS NOTICE WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS NOTIC E OF
MEETING. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
NIPPON STEEL CORP
Issuer: J55999122 ISIN: JP3381000003
SEDOL: 4601692, 6642569
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 0, FINAL JY 1.5, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For
AT BOARD S DISCRETION
3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
4 APPROVE RETIREMENT BONUSES FOR STATUTORY AUDITORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
NOMURA HOLDINGS INC
Issuer: J59009159 ISIN: JP3762600009
SEDOL: 4601045, 4644879, 6643108, 6650487
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND PARTIALLY THE COMPANY S ARTICLES OF ASSOCIATION; Management For
AND AUTHORIZE THE COMPA NY TO PURCHASE ITS OWN
SHARES UPON A RESOLUTION OF THE BOARD OF DIRECTORS
IN A CCORDANCE WITH COMMERCIAL CODE 211-3
2. APPROVE TO GIVE FREE SUBSCRIPTION RIGHTS TO DIRECTORS, Management For
EXECUTIVES AND EMPLOYEE S OF THE COMPANY AND
ITS SUBSIDIARIES
3.1 ELECT MR. JUNICHI UJIIE AS A DIRECTOR Management For
3.2 ELECT MR. NOBUYUKI KOGA AS A DIRECTOR Management For
3.3 ELECT MR. HIROSHI TODA AS A DIRECTOR Management For
3.4 ELECT MR. KAZUTOSHI INENO AS A DIRECTOR Management For
3.5 ELECT MR. SHOUZOU KUMANO AS A DIRECTOR Management For
3.6 ELECT MR. MASAHARU SHIBATA AS A DIRECTOR Management For
3.7 ELECT MR. HIDEAKI KUBORI AS A DIRECTOR Management For
3.8 ELECT MR. HARUO TSUJI AS A DIRECTOR Management For
3.9 ELECT MR. FUMIHIDE NOMURA AS A DIRECTOR Management For
3.10 ELECT MR. KOUJI TAJIKA AS A DIRECTOR Management For
3.11 ELECT MR. NOBUYUKI SHIGEMMUNE AS A DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
UFJ HOLDINGS INC, TOKYO
Issuer: J9400N106 ISIN: JP3944300007
SEDOL: 6335223
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF RETAINED EARNINGS, WITH Management For
NO DIVIDENDS ON ORDINARY SHARES
2 AMEND ARTICLES TO: DECREASE AUTHORIZED PREFERRED Management For
SHARE CAPITAL TO REFLECT CONVERSION OF PREFERRED
TO ORDINARY SHARES - AUTHORIZE SHARE REPURCHASES
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SHELL TRANSPORT & TRADING CO PLC
Issuer: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For
OF THE COMPANY FOR THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2003, ACCOUNTS 2003 AND THE SUMMARIZED IN
THE SUMMARY ANNUAL REPORT AND THE ACCOUNTS 2003
3. ELECT MR. MALCOLM BRINDED AS A DIRECTOR Management For
4. RE-ELECT DR. EILEEN BUTTLE AS A DIRECTOR Management For
5. RE-ELECT MR. LUIS GIUSTI AS A DIRECTOR Management For
6. RE-ELECT MISS. MARY (NINA) HENDERSON AS A DIRECTOR Management For
7. RE-ELECT MR. LORD OXBOURGH AS A DIRECTOR Management For
8. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
OF THE COMPANY
9. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management For
OF THE AUDITORS FOR 2004
S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF UP TO 483,000, 000 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PR ICE OF 25P PER SHARE AND UP TO
105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FO R SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSIO N OF THE NEXT AGM 2005 OF THE
COMPANY OR 31 JUL 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
- ------------------------------------------------------------------------------------------------------------------------------------
WPP GROUP PLC
Issuer: G97974102 ISIN: GB0009740423
SEDOL: 0974042, 5474923
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE COMPANY S ACCOUNTS FOR Management For
THE FYE 31 DEC 2003 TOGETHER WITH THE LAST DIRECTOR
S REPORT, THE LAST DIRECTOR S REMUNERATION REPORT
AND THE A UDITORS REPORT THEREON ON THOSE ACCOUNTS
AND THE AUDITABLE PART OF THE REMUNE RATION REPORT
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For
3.a RE-ELECT MR. ORIT GADIESH AS A DIRECTOR Management For
3.b RE-ELECT MR. KOICHIRO NAGANUMA AS A DIRECTOR Management For
3.c RE-ELECT MR. PAUL SPENCER AS A DIRECTOR Management For
3.d RE-ELECT MR. PHILIP LADER AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
3.e ELECT MR. JEREMY BULLMORE AS A DIRECTOR Management For
3.f ELECT MR. JOHN JACKSON AS A DIRECTOR Management For
3.g ELECT MR. STANLEY MORTEN AS A DIRECTOR Management For
3.h ELECT MR. JOHN QUELCH AS A DIRECTOR Management For
4. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION
OF THE MEETING TO THE CONCLUSION OF THE NEXT
MEETING AT W HICH ACCOUNTS ARE LAID AND AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
6 OF THE COMPANY S ARTICLE S OF ASSOCIATION,
TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM
NOMINAL AMOUNT OF GBP 39,334,225; AUTHORITY
EXPIRES ON 28 JUN 2009 ; AND ALL PREVIOUS AUTHOR
ITIES UNDER SECTION 80 OF THE COMPANIES ACT 1985
SHALL CEASE TO HAVE EFFECT EX CEPT THAT THE AUTHORITY
CONFERRED BY THE PASSING OF RESOLUTION 10 OF
THE AGM O F 26 JUN 2000 SHALL REMAIN IN FULL
FORCE AND EFFECT
S.6 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
7 OF THE COMPANY S ARTICLE S OF ASSOCIATION,
TO ALLOT EQUITY SECURITIES FOR CASH AND THAT
FOR THE PURPOSE S OF PARAGRAPH (1)(B) OF ARTICLE
7, THE NOMINAL AMOUNT TO WHICH THIS POWER IS
LIMITED SHALL BE GBP 5,900,134; AUTHORITY EXPIRES
ON 28 JUN 2009 ; AND ALL PR EVIOUS AUTHORITIES
UNDER SECTION 95 OF THE COMPANIES ACT 1985 SHALL
CEASE TO H AVE EFFECT EXCEPT THAT THE AUTHORITY
CONFERRED BY THE PASSING OF RESOLUTION 10 OF
THE AGM OF 26 JUN 2000 SHALL REMAIN IN FULL FORCE
AND EFFECT
S.7 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH AT Management For
11 OF THE COMPANY S ARTICLES OF A SSOCIATION
AND THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES
SECTION 163(3 ) OF THE COMPANIES ACT OF UP
TO 118,002,676 ORDINARY SHARES OF 10 PENCE EACH
IN THE COMPANY ON SUCH TERMS AND IN SUCH MANNER
AS THE DIRECTORS OF THE COMPAN Y MAY DETERMINE,
AT A MINIMUM PRICE OF 10 PENCE AND NOT MORE THAN
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 DA YS; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2005 ; A CONTRACT OF PURCHASE MAY BE CONCLUDED
BY THE COMPANY, BEFORE SUCH EXPIRY, WHI CH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY AND THE SHARES M AY BE MADE IN PURSUANCE
OF ANY SUCH CONTRACT
8. APPROVE THE WPP DIRECTORS REMUNERATION REPORT Management For
SET OUT IN THE REPORT OF THE CO MPENSATION COMMITTEE
CONTAINED IN THE 2003 REPORT AND ACCOUNTS
9. APPROVE THAT PART OF THE AWARD DUE TO SIR MARTIN Management For
SORRELL UNDER THE CAPITAL INV ESTMENT PLAN CIP
BE DEFERRED BY GRANTING REPLACEMENT AWARDS FOR
THAT PART OF HIS SUBSISTING CIP AWARD AND AUTHORIZE
THE DIRECTORS TO EXECUTE SUCH DOCUMENT S AND
TO MAKE ALL CONSEQUENTIAL AMENDMENTS TO THE DEED
SETTING OUT THE TERMS O F THE SAID AWARD UNDER
THE CIP THAT THE DIRECTORS DEEM NECESSARY OR DESIRABLE
10. APPROVE THE AMENDMENTS TO THE PERIOD FOR THE Management For
EXERCISE OF THE RIGHTS GRANTED UN DER THE NOTIONAL
SHARE AWARD PLAN NSAP TO JMS FINANCIAL SERVICES
LIMITED JM S AND AUTHORIZE THE DIRECTORS TO
EXECUTE SUCH DOCUMENTS AND TO MAKE ALL CONSE
QUENTIAL AMENDMENTS TO THE DOCUMENTS SETTING
OUT THE TERMS OF THE SAID AWARDS UNDER THE NSAP
THAT THE DIRECTORS DEEM NECESSARY OR DESIRABLE
11. APPROVE THAT THE MAXIMUM ANNUAL AGGREGATE REMUNERATION Management For
OF THE DIRECTORS EXCLU DING THOSE THAT HOLD
AN EXECUTIVE OFFICE OR ARE EMPLOYED BY THE COMPANY
OR ONE OF ITS SUBSIDIARIES AS SPECIFIED IN ARTICLE
73(1) OF THE COMPANY S ARTICLES OF ASSOCIATION
BE AND THE SAME IS HERBY INCREASED FROM GBP 450,000
TO GBP 1,00 0,000
- ------------------------------------------------------------------------------------------------------------------------------------
DAI NIPPON PRINTING CO LTD
Issuer: J10584100 ISIN: JP3493800001
SEDOL: 5753871, 6250906
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 9.5, FINAL JY 11.5, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management Against
AT BOARD S DISCRETION
3 ELECT DIRECTOR Management For
4 APPROVE RETIREMENT BONUSES FOR DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
DAIWA HOUSE INDUSTRY CO LTD
Issuer: J11508124 ISIN: JP3505000004
SEDOL: 5477502, 6251363
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 0, FINAL JY 15, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management Against
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
3.8 ELECT DIRECTOR Management For
3.9 ELECT DIRECTOR Management For
3.10 ELECT DIRECTOR Management For
3.11 ELECT DIRECTOR Management For
3.12 ELECT DIRECTOR Management For
3.13 ELECT DIRECTOR Management For
3.14 ELECT DIRECTOR Management For
3.15 ELECT DIRECTOR Management For
3.16 ELECT DIRECTOR Management For
3.17 ELECT DIRECTOR Management For
3.18 ELECT DIRECTOR Management For
3.19 ELECT DIRECTOR Management For
3.20 ELECT DIRECTOR Management For
3.21 ELECT DIRECTOR Management For
4 APPROVE RETIREMENT BONUSES FOR DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
FANUC LTD
Issuer: J13440102 ISIN: JP3802400006
SEDOL: 5477557, 6356934
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 11, FINAL JY 12, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management Against
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
4 APPOINT INTERNAL STATUTORY AUDITOR Management For
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For
CEILINGS FOR DIRECTORS AND STATUTORY AUDITORS
6 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For
STATUTORY AUDITOR
- ------------------------------------------------------------------------------------------------------------------------------------
MITSUI FUDOSAN CO LTD (FORMERLY MITSUI REAL ESTATE DEVELOPMENT CO LTD)
Issuer: J4509L101 ISIN: JP3893200000
SEDOL: 5451788, 6597603
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 3.5, FINAL JY 3.5, SPECIAL
JY 0
2 AMEND ARTICLES TO: EXPAND BUSINESS LINES - AUTHORIZE Management Against
SHARE REPURCHASES AT BOARD S DISCRETION
3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
4 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management For
ProxyEdge - Investment Company Report Report Date: 07/14/2004
Meeting Date Range: 07/01/2003 to 06/30/2004
Selected Accounts: Scudder Latin America Fund
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANIA DE TELECOMUNICACIONES DE CH CTC Special Meeting Date: 07/11/2003
Issuer: 204449 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE DISTRIBUTION OF AN EXTRAORDINARY Management For No
DIVIDEND OF CH$17.5 PER SHARE TO BE CHARGED AGAINST
RETAINED EARNINGS AS OF DECEMBER 31, 2002.
02 APPROVAL OF THE MODIFICATION OF ARTICLE FIVE Management For No
OF TELEFONICA CTC CHILE S BY-LAWS, AS A RESULT
OF AN INCREASE IN PAID-IN-CAPITAL DUE TO THE
CAPITALIZATION OF A PREMIUM PAID ON SHARES ISSUED
IN THE PAST.
03 APPROVAL TO ADOPT THE NECESSARY DECISIONS TO Management For No
LEGALIZE THE SHAREHOLDERS MEETING S AGREEMENTS.
- ------------------------------------------------------------------------------------------------------------------------------------
QUIMICA ESTRELLA SA QUES AGM Meeting Date: 07/29/2003
Issuer: P79507177 ISIN: ARP795071777 BLOCKING
SEDOL: 2717621
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE TO DESIGNATE TWO SHAREHOLDERS TO SIGN Management
THE MINUTES OF THE MEETING
O.2 AAPPROVE TO DISCUSS, THE ANNUAL REPORT, INVENTORY, Management
REAL STATE STATEMENT, EARNI NGS STATEMENT, NET
EQUITY EVOLUTION STATEMENT, CASH FLOW STATEMENT,
ANNEXES, A DDITIONAL INFORMATION AND THE REPORT
OF THE AUDITORS COMMITTEE FOR THE FY NUM BER
97, ENDED ON 31 MAR 2003; AND THE MANAGEMENT
OF THE BOARD OF DIRECTORS AND THE PERFORMANCE
OF THE AUDITORS COMMITTEE
O.3 APPROVE THE REMUNERATION FOR THE BOARD OF DIRECTORS, Management
IN THE AMOUNT OF ARS 52,7 01.00 FOR THE FY NUMBER
97, ENDED ON 31 MAR 2003 SHOWING A LOSS IN COMPLIANCE
WITH THE RESOLUTIONS PROVIDED BY THE NATIONAL
SECURITIES COMMISSION
O.4 APPROVE TO APPLY THE EARNINGS FOR THE SAID FY Management
O.5 APPROVE THE NUMBER OF DIRECTORS AND THEIR ELECTION Management
O.6 APPROVE THE NUMBER OF MEMBERS FOR THE SOURVEILLANCE Management
COMMISSION ACCORDING TO AR TICLE 284 OF LAW 19.550;
AND ELECT THE MEMBERS AND ALTERNATES AND CONSIDER
THE IR HONORARIES
O.7 APPROVE TO DESIGNATE THE ACCOUNTANT AND HIS HONORARIES Management
E.8 AMEND ARTICLES 02 AND 11 OF THE COMPANY BYLAWS Management
E.9 APPROVE THE AUTHORIZED WORDING OF THE ARTICLES Management
OF INCORPORATION
* PLEASE NOTE THAT THIS IS A MIX (ORDINARY AND Non-Voting
EXTRAORDINARY GENERAL) MEETING. T HANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
CAPEX SA CAPEX MIX Meeting Date: 08/22/2003
Issuer: P2006N102 ISIN: ARP2006N1025 BLOCKING
SEDOL: 2175144
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. DESIGNATE TWO SHAREHOLDERS TO SIGN THE MINUTES Management
OF THE MEETING
1. DESIGNATE TWO SHAREHOLDERS TO SIGN THE MINUTES Management
OF THE MEETING
2. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management
CORRESPONDING TO THE FINANCIAL P ERIOD ENDED
30 APR 2003
2. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management
CORRESPONDING TO THE FINANCIAL P ERIOD ENDED
30 APR 2003
3. APPROVE THE BOARD OF DIRECTORS AND THE FISCAL Management
COMMISSION S MANAGEMENT
3. APPROVE THE BOARD OF DIRECTORS AND THE FISCAL Management
COMMISSION S MANAGEMENT
4. APPROVE THE PROFIT DISTRIBUTION Management
4. APPROVE THE PROFIT DISTRIBUTION Management
5. APPROVE TO SET HONORARIES FOR THE DIRECTORS ENDING Management
THEIR MANAGEMENT TERM OF AR S 25,000 CORRESPONDING
TO THE FINANCIAL PERIOD CLOSED ON 30 APR 2003
5. APPROVE TO SET HONORARIES FOR THE DIRECTORS ENDING Management
THEIR MANAGEMENT TERM OF AR S 25,000 CORRESPONDING
TO THE FINANCIAL PERIOD CLOSED ON 30 APR 2003
6. APPROVE TO SET HONORARIES FOR THE FISCAL COMMISSION Management
MEMBERS THAT ARE ENDING TH EIR MANAGEMENT TERM
6. APPROVE TO SET HONORARIES FOR THE FISCAL COMMISSION Management
MEMBERS THAT ARE ENDING TH EIR MANAGEMENT TERM
7. APPROVE THE HONORARIES FOR THE ACCOUNTANT Management
7. APPROVE THE HONORARIES FOR THE ACCOUNTANT Management
8. APPROVE TO SET THE NUMBER OF DIRECTORS FOR A Management
TERM OF ONE YEAR AND ELECT THE DI RECTORS
8. APPROVE TO SET THE NUMBER OF DIRECTORS FOR A Management
TERM OF ONE YEAR AND ELECT THE DI RECTORS
9. APPROVE THE NUMBER OF FISCAL COMMISSION MEMBERS Management
AND ELECT THE MEMBERS FOR A TE RM OF ONE YEAR
9. APPROVE THE NUMBER OF FISCAL COMMISSION MEMBERS Management
AND ELECT THE MEMBERS FOR A TE RM OF ONE YEAR
10. DESIGNATE AN ACCOUNTANT FOR THE PERIOD ENDING Management
30 APR 2004
10. DESIGNATE AN ACCOUNTANT FOR THE PERIOD ENDING Management
30 APR 2004
11. APPROVE THE OPTIONAL ESTATUTORY REGIME OF PUBLIC Management
OFFER AND MANDATORY ACQUISITI ON (DECRETE 677/01
GENERAL RESOLUTION CNV 400/2002) AND AMEND THE
BY LAW IF NE CESSARY
11. APPROVE THE OPTIONAL ESTATUTORY REGIME OF PUBLIC Management
OFFER AND MANDATORY ACQUISITI ON (DECRETE 677/01
GENERAL RESOLUTION CNV 400/2002) AND AMEND THE
BY LAW IF NE CESSARY
- ------------------------------------------------------------------------------------------------------------------------------------
APASCO SA DE CV EGM Meeting Date: 10/07/2003
Issuer: P04102151 ISIN: MXP041021512
SEDOL: 2045645
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE COMPANY S BY-LAWS Management Against
2. APPROVE TO DESIGNATE DELEGATES Management For
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO EMBOTELLADORAS UNIDAS SA DE CV GEUPEC OGM Meeting Date: 12/05/2003
Issuer: P4713Y140 ISIN: MXP471341042
SEDOL: 2381361, 2392244
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE DECLARING THE PAYMENT OF DIVIDENDS Management Abstain
2. DESIGNATE DELEGATES TO FORMALIZE AND EXECUTE Management Abstain
THE RESOLUTIONS ADOPTED BY THE ME ETING
- ------------------------------------------------------------------------------------------------------------------------------------
COCA-COLA FEMSA, S.A. DE C.V. KOF Special Meeting Date: 12/09/2003
Issuer: 191241 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 CONSIDERATION AND APPROVAL OF PROPOSED CHANGES Management For
TO COMPANY BY-LAWS TO COMPLY WITH THE GENERAL
PROVISIONS APPLICABLE TO THE ISSUERS OF SECURITIES,
ISSUED BY THE MEXICAN SECURITIES COMMISSION AS
PUBLISHED IN THE OFFICIAL GAZETTE OF THE FEDERATION
(DIARIO OFICIAL DE LA FEDERACTION) AS OF MARCH
19, 2003.
02 APPOINTMENT OF DELEGATES TO OFFICIALLY FORMALIZE Management For
THE RESOLUTIONS ADOPTED AT THE MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Special Meeting Date: 12/10/2003
Issuer: 344419 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AMENDMENT OF THE BY-LAWS OF THE Management For No
COMPANY TO COMPLY WITH THE GENERAL PROVISIONS
APPLICABLE TO THE ISSUERS OF SECURITIES, ISSUED
BY THE MEXICAN SECURITIES COMMISSION AS PUBLISHED
IN THE OFFICIAL GAZETTE OF THE FEDERATION ( DIARIO
OFICIAL DE LA FEDERACION ) AS OF MARCH 19, 2003.*
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO CONTINENTAL SA CONTAL EGM Meeting Date: 12/11/2003
Issuer: P3091R172 ISIN: MXP3091R1239
SEDOL: 2415066
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO DESIGNATE TELLERS, WHICH SHALL COMPUTE Management For
THE QUORUM AND LEGALLY OPEN THE MEETING
2. APPROVE AMENDING THE COMPANY BY-LAWS IN ORDER Management For
TO COMPLY WITH THE GENERAL RESOL UTIONS APPLICABLE
TO SECURITIES ISSUERS AND ALL OTHER SECURITIES
MARKET PLAYER S, ISSUED BY THE NATIONAL SECURITIES
AND BANKING COMMISSION
3. DESIGNATE DELEGATES TO FORMALIZE AND EXECUTE Management For
THE RESOLUTIONS ADOPTED BY THE ME ETING
4. RECEIVE AND APPROVE THE MINUTES OF THE MEETING Management For
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO TELEVISA, S.A. TV Annual Meeting Date: 12/23/2003
Issuer: 40049J ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 AMENDMENTS TO THE DEED OF ISSUANCE OF THE ORDINARY Management For
PARTICIPATION CERTIFICATES
02 RESOLUTION IN CONNECTION WITH THE ISSUANCE AND Management For
EXCHANGE OF CERTIFICATES THAT EVIDENCE THE ABOVE-MENTIONED
ORDINARY PARTICIPATION CERTIFICATES
03 GENERAL MATTERS RELATED TO THE ABOVE ISSUES Management Against
E4 AMEND ARTICLES OF THE BY-LAWS Management For
E5 REPORT REGARDING THE PURCHASE AND SALE OF SHARES Management For
OF THE COMPANY AND AMENDMENT TO ARTICLE SIXTH
OF THE COMPANY S BY-LAWS
E6 APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND Management For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BBVA BANCOMER SA DE CV, MEXICO EGM Meeting Date: 01/07/2004
Issuer: P49505145 ISIN: MX01GF360007
SEDOL: 2968786, 7405374
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO AMEND SEVERAL ARTICLES OF THE COMPANY Management For
BYLAWS IN ORDER TO COMPLY WIT H THE RESOLUTIONS
PROVIDED BY GENERAL RESOLUTION APPLICABLE TO
SECURITIES ISS UERS AND ALL OTHER SECURITIES
MARKET PLAYERS , ISSUED BY THE NATIONAL SECURITI
ES AND BANKING COMMISSION AND PUBLISHED IN THE
FEDERAL OFFICIAL GAZETTE ON 19 MAR 2003
2. AUTHORIZE THE SPECIAL DELEGATES TO FORMALIZE Management For
AND EXECUTE THE RESOLUTIONS ADOPT ED BY THE MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
COCA-COLA FEMSA, S.A. DE C.V. KOF Annual Meeting Date: 03/09/2004
Issuer: 191241 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
III ELECTION OF THE DIRECTORS, EXAMINERS, CHAIRMAN Management For
AND SECRETARY OF THE BOARD OF DIRECTORS, AND
RESOLUTION WITH RESPECT TO THEIR REMUNERATION.
- ------------------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Annual Meeting Date: 03/11/2004
Issuer: 344419 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
I REPORT OF THE BOARD OF DIRECTORS; PRESENTATION Management For No
OF THE FINANCIAL STATEMENTS OF FOMENTO ECONOMICO
MEXICANO, S.A. DE C.V., FOR THE 2003 FISCAL YEAR,
AND THE REPORT OF THE EXAMINER PURSUANT TO ARTICLE
172 OF THE GENERAL LAW OF COMMERCIAL COMPANIES
( LEY GENERAL DE SOCIEDADES MERCANTILES ).
II APPLICATION OF THE RESULTS FOR THE 2003 FISCAL Management Against Yes
YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND,
IN MEXICO PESOS.
III PROPOSAL TO DETERMINE THE MAXIMUM AMOUNT TO BE Management For No
USED IN THE SHARE REPURCHASE PROGRAM.
IV ELECTION OF THE DIRECTORS, EXAMINERS, CHAIRMAN Management For No
AND SECRETARY OF THE BOARD OF DIRECTORS FOR THE
2004 FISCAL YEAR, AND RESOLUTION WITH RESPECT
TO THEIR REMUNERATION.
V APPOINTMENT OF COMMITTEES. Management For No
VI APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS Management For No
MEETING.
VII MINUTES OF THE SHAREHOLDERS MEETING. Management For No
- ------------------------------------------------------------------------------------------------------------------------------------
HYSAMEX SA DE CV HYLSAMX OGM Meeting Date: 03/22/2004
Issuer: P5230D147 ISIN: MX01HY000013
SEDOL: 2417620
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
I. RECEIVE AND APPROVE THE ANNUAL REPORT OF THE Management For
BOARD OF DIRECTORS, IN COMPLIANCE WITH ARTICLE
172 OF COMMERCIAL COMPANIES LAW, FOR THE FY 2003
AND RECEIVE THE COMMISSIONER S REPORT CONCERNING
THE PREVIOUS SUBJECT
II. APPROVE TO APPLY THE EARNINGS FOR THE FY 2003 Management For
AND TO SET THE MAXIMUM AMOUNT OF RESOURCES THAT
MAY BE USED TO ACQUIRE OWN SHARES
III. ELECT THE MEMBERS TO COMPOSE THE BOARD OF DIRECTORS Management For
AND COMPANY COMMISSIONERS AND SET THEIR RESPECTIVE
COMPENSATIONS AND APPROVE THE RESOLUTIONS RELATED
IV. APPROVE TO DESIGNATE DELEGATES Management For
V. APPROVE THE MINUTES OF THE MEETING Management For
- ------------------------------------------------------------------------------------------------------------------------------------
ENERSIS S.A. ENI Special Meeting Date: 03/26/2004
Issuer: 29274F ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
E1 APPROVAL OF THE REINSTATEMENT OF THE MAXIMUM Management Against Yes
CONCENTRATION LEVEL OF SHARE OWNERSHIP AND CONCENTRATION
FACTOR, AS SET FORTH IN THE COMPANY S NOTICE
OF MEETING ENCLOSED HEREWITH.
E2 APPROVAL OF THE ESTABLISHMENT OF A PLEDGE OVER Management Against Yes
SHARES ISSUED BY CGTF FORTALEZA S.A. WHICH ARE
OWNED BY ENERSIS S.A. AS SECURITY ON CREDIT OBLIGATIONS
ASSUMED BY CGTF FORTALEZA S.A. WITH INTERNATIONAL
FINANCE CORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
E3 APPROVAL IN ORDER TO ADOPT THE AGREEMENTS AND Management For No
DELEGATION OF POWERS OF ATTORNEY REQUIRED IN
ORDER TO COMPLY WITH AGREEMENTS APPROVED BY THE
SHAREHOLDERS MEETING, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
O1 APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS Management For No
AND REPORT OF THE EXTERNAL AUDITORS AND INSPECTORS
OF THE ACCOUNTS CORRESPONDING TO THE PERIOD ENDED
DECEMBER 31, 2003.
O7 APPOINTMENT OF INDEPENDENT EXTERNAL ACCOUNTANTS. Management For No
O9 APPROVAL OF THE INVESTMENT AND FINANCING POLICY. Shareholder For No
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO SA PETROBRAS AGM Meeting Date: 03/29/2004
Issuer: P78331108 ISIN: BRPETRACNPR6
SEDOL: 2684532, 7394621
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON ITEM NO. IV ONLY. THANK YO U.
I. APPROVE THE BOARD OF DIRECTORS ANNUAL REPORT, Non-Voting Non-Vote Proposal
THE FINANCIAL STATEMENTS AND TH E FINANCE COMMITTEE
REPORT RELATING TO FY 2003
II. APPROVE THE CAPITAL BUDGET RELATIVE TO 2004 EXERCISE Non-Voting Non-Vote Proposal
III. APPROVE THE DESTINATION OF THE YEAR-END RESULTS Non-Voting Non-Vote Proposal
OF 2003
IV. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS, Management For
FINANCE COMMITTEE AND RESPECTIVE SUBSTITUTES
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANIA DE TELECOMUNICACIONES DE CH CTC Annual Meeting Date: 04/15/2004
Issuer: 204449 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
A1 APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET, Management For No
INCOME STATEMENT AND REPORTS OF ACCOUNT INSPECTORS
AND INDEPENDENT AUDITORS
A2 APPROVAL OF DISTRIBUTION OF NET INCOME FOR FISCAL Management For No
YEAR ENDED DECEMBER 31, 2003
A3 APPROVAL TO APPOINT TWO ACCOUNT INSPECTORS AND Management For No
TWO ALTERNATE ACCOUNT INSPECTORS AND TO DETERMINE
THEIR COMPENSATION
A4 APPROVAL TO APPOINT THE INDEPENDENT AUDITORS Management For No
WHO WILL AUDIT THE ACCOUNTS, INVENTORY, BALANCE
SHEET, AND OTHER STATEMENTS
A5 APPROVAL TO APPOINT THE DOMESTIC CREDIT RATING Management For No
AGENCIES THAT WILL SET THE RISK RATING OF PUBLICLY
OFFERED ISSUES
A9 APPROVAL OF THE COMPENSATION FOR THE DIRECTORS Management For No
COMMITTEE MEMBERS AND OF THE DIRECTORS COMMITTEE
BUDGET
A11 APPROVAL OF THE INVESTMENT AND FINANCING STRATEGY Shareholder For No
PROPOSED BY MANAGEMENT (ACCORDING TO DECREE LAW
3,500)
A14 APPROVAL OF A SANTIAGO NEWSPAPER IN WHICH TO Management For No
PUBLISH THE NOTICES FOR FUTURE SHAREHOLDERS
MEETINGS AND DIVIDEND PAYMENTS
A15 PROVIDE INFORMATION ON ALL ISSUES RELATING TO Management Against Yes
THE MANAGEMENT AND ADMINISTRATION OF THE BUSINESS
E1 APPROVAL OF THE SALE OF PUBLIC SERVICE PAGING Management For No
LICENSES AND THE ASSETS RELATED TO THE INSTALLATION,
OPERATION AND DEVELOPMENT
E2 APPROVAL TO ADOPT THE NECESSARY PROCEDURES TO Management For No
FORMALIZE THE AGREEMENTS REACHED AT THE EXTRAORDINARY
SHAREHOLDERS MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO SANTANDER CHILE SAN Annual Meeting Date: 04/20/2004
Issuer: 05965X ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O1 APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET Management For
AND CONSOLIDATED FINANCIAL STATEMENTS OF THE
BANK AND ITS SUBSIDIARIES, THE INDEPENDENT REPORT
OF THE EXTERNAL AUDITORS, AND THE NOTES CORRESPONDING
TO THE FINANCIAL YEAR ENDING DECEMBER 31ST OF
2003.
O2 RESOLVE THE ALLOCATION OF 2003 NET INCOME. A Management For
DIVIDEND OF CH$1.09832343 PER SHARE WILL BE PROPOSED,
WHICH IF APPROVED, WILL BE PAID ON MAY 4, 2004.
O3 DESIGNATION OF EXTERNAL AUDITORS. Management For
O4 NOMINATION OF NEW BOARD MEMBERS: LUCIA SANTA-CRUZ, Management For
FERNANDO CANAS
O5 DETERMINE THE BOARD OF DIRECTORS REMUNERATION. Management For
O6 APPROVAL OF THE DIRECTORS COMMITTEE S BUDGET. Management For
O7 GIVE ACCOUNT OF ALL OPERATIONS SUBJECT TO ARTICLE Management For
44 OF LAW 18,046.
O8 DISCUSS ANY MATTER OF INTEREST THAT CORRESPONDS Management Against
TO BE DISCUSSED IN AN ORDINARY SHAREHOLDERS MEETING
ACCORDING TO CURRENT LAWS AND THE BANK S BYLAWS.
E1 MODIFY THE BANK S LEGAL NAME. Management For
E2 ADOPT ALL MEASURES NEEDED TO PUT INTO EFFECT Management For
THE RESOLUTIONS APPROVED IN THE EXTRAODINARY
SHAREHOLDERS MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORACION GEO SA DE CV GEO OGM Meeting Date: 04/21/2004
Issuer: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE BOARDS REPORT AND THE AUDITING COMMITTEE Management For
REPORT FOR THE FYE 31 DEC 2003
2. APPROVE AND MODIFY THE COMPANY S FINANCIAL STATEMENTS Management For
3. RATIFY THE BOARDS PERFORMANCE Management For
4. APPROVE THE ALLOCATION OF PROFITS Management For
5. RATIFY THE MEMBERS OF THE BOARDS, THE SECRETARY Management For
AND THE COMMISSIONERS
6. APPROVE THE SETTLEMENT OF THE BOARDS, SECRETARY Management For
AND COMMISSIONERS REMUNERATION
7. APPROVE THE MAXIMUM AMOUNT TO ACQUIRE OWN SHARES Management For
8. APPROVE THE DESIGNATION OF SPECIAL DELEGATES Management For
TO CARRY OUT THE MEETINGS RESOLUT IONS
9. APPROVE THE MINUTES OF THE MEETING Management For
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORACION GEO SA DE CV GEO EGM Meeting Date: 04/21/2004
Issuer: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO NULLIFY THE COMPANY PROTECTION PLAN Management For
AND ITS MINORITY SHAREHOLDERS APPROVED AT THE
SHAREHOLDERS MEETING HELD ON 31 AUG 2001
2. APPROVE TO NULLIFY THE AUTHORIZATION GRANTED Management For
BY THE SHAREHOLDERS MEETING HELD ON 31 AUG 2001,
FOR ISSUANCE OF 50,000,000 BONDS CONVERTIBLES
INTO GEO SHARES
3. APPROVE THE CANCELLATION OF THE 50,000,000 OF Management For
SHARES ISSUED BY THE COMPANY AS A RESULT OF THE
AGREEMENT REACHED ON SHAREHOLDERS MEETING HELD
ON 31 AUG 2001, HELD AS TREASURY
4. APPROVE TO RESTRUCTURE THE COMPANY CAPITAL THROUGH Management For
THE DELIVERY OF THE 5 NEW SHARES PER EACH 1 HELD
5. APPROVE TO MODIFY CLAUSE 5TH OF THE COMPANY Management For
BY LAWS
6. APPROVE TO DESIGNATE DELEGATES TO CARRY OUT THE Management For
MEETING RESOLUTIONS
7. APPROVE THE MEETING MINUTE Management For
- ------------------------------------------------------------------------------------------------------------------------------------
CONSORCIO ARA SA DE CV OGM Meeting Date: 04/22/2004
Issuer: P3084R106 ISIN: MXP001161019
SEDOL: 2185712, 2209731
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL INFORM OF THE BOARD, THE FINANCIAL Management For
STATEMENT AS OF 31 DEC 2 003 AND THE COMMISSIONER
S INFORM
2. APPROVE THE RESOLUTION ON APPLICATION OF RESULTS Management For
3. APPROVE THE AUDITORS ANNUAL REPORT Management For
4. RATIFY OR DESIGNATE THE MEMBERS OF THE BOARD Management For
INCLUDING ADVISORS AND OTHER OFFI CIALS FROM
OTHER COMMITTEES
5. APPROVE THE RESOLUTION ON THE AMOUNT THAT CAN Management For
BE DESIGNATED TO REPURCHASE SHAR ES ACCORDING
TO CURRENT LEGISLATION
6. APPROVE THE DESIGNATION OF SPECIAL DELEGATES Management For
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO CONTINENTAL SA CONTAL OGM Meeting Date: 04/22/2004
Issuer: P3091R172 ISIN: MXP3091R1239
SEDOL: 2415066
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO DESIGNATE THE ELECTORAL INSPECTOR Management For
AND OPENING OF THE MEETING
2. APPROVE THE ANNUAL REPORT, THE COMPANY S FINANCIAL Management For
REPORT AND ITS SUBSIDIARIES FOR THE FYE 31 DEC
2003 AND THE COMMISSIONER S REPORT
3. APPROVE THE AUDITING COMMITTEE REPORT Management For
4. APPROVE THE BOARD S PERFORMANCE Management For
5. APPROVE THE ALLOCATION OF PROFITS AND THE PAYMENT Management For
OF A DIVIDEND
6. APPROVE THE REPORT ON THE ACQUISITION OF OWN SHARES Management For
7. APPROVE TO ESTABLISH A MAXIMUM AMOUNT TO ACQUIRE Management For
OWN SHARES
8. ELECT THE BOARD OF DIRECTORS Management For
9. ELECT THE AUDITING COMMITTEE Management For
10. ELECT THE COMMISSIONERS Management For
11. APPROVE THE MINUTES OF THE MEETING Management For
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO ITAU HOLDING FINANCEIRA SA EGM Meeting Date: 04/28/2004
Issuer: P1391K111 ISIN: BRITAUACNPR3
SEDOL: 2459581, 2508568
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTION NO.3 ONLY
1. APPROVE TO INCREASE THE CURRENT SUBSCRIBED CORPORATE Non-Voting Non-Vote Proposal
STOCK FROM BRL 4,780,000, 000.00 TO BRL 8,101,000,000.00
WITHOUT ISSUING NEW SHARES BUT BY CAPITALIZING
RESERVES
2. APPROVE TO CANCEL 664,281,925 COMMON BOOK-ENTRY Non-Voting Non-Vote Proposal
SHARES OF ITS OWN ISSUE THAT E XIST IN TREASURY
WITHOUT REDUCING THE VALUE OF THE CAPITAL STOCK
3. APPROVE THE GROUP 115,585,340,539 BOOK-ENTRY Management For
SHARES OF NO PAR VALUE THAT REPRE SENT THE SUBSCRIBED
CAPITAL STOCK AT THE RATE OF 1000 SHARES FOR
1 SHARE OF TH E RESPECTIVE TYPE, RESULTING IN
115,585,340 BOOK-ENTRY SHARES OF WHICH 60,687,
553 ARE COMMON SHARES AND 54,897,787 ARE PREFERRED
SHARES, AS A RESULT THE INT EREST OF OWN CAPITAL
PAID MONTHLY BE ADJUSTED BY THE SAME AMOUNT AS
THIS GROUP ING, THE VALUE GOING FROM BRL 0.13
PER LOT OF 1,000 SHARES TO BRL 0.13 PER SHA RE
4. AMEND THE AUTHORIZED CAPITAL STOCK UP TO 200,000,000 Non-Voting Non-Vote Proposal
SHARES, BEING 100,000,000 COMMON SHARES AND AN
EQUAL NUMBER OF PREFERRED SHARES
5. APPROVE TO CREATE A SOLE AUDIT COMMITTEE FOR Non-Voting Non-Vote Proposal
THE ITAU FINANCIAL CONGLOMERATE, BY TRANSFORMING
THE CURRENT INTERNAL CONTROLS COMMITTEE BY INCREASING
ITS AIMS AND PURPOSES, MAKING IT COMPLIANT WITH
THE PROVISIONS OF RESOLUTION 3081 OF T HE NATIONAL
MONETARY COUNCIL AND THE SARBANES-OXLEY ACT OF
THE NORTH AMERICAN HOUSE OF CONGRESS
6. APPROVE TO RESTRUCTURE THE CONSULTATIVE COUNCIL Non-Voting Non-Vote Proposal
AND THE INTERNATIONAL CONSULTA TIVE COMMITTEE
7. AMEND THE WORDING OF ARTICLES 3 HEADING AND Non-Voting Non-Vote Proposal
3.1 , 5 5.6 , 7, 10 AND 11 OF TH E COMPANY BY
LAWS AS A RESULT OF THE PREVIOUS ITEMS, AS WELL
AS THE HEADING OF ARTICLE 16 TO MAKE IT COMPLIANT
WITH THE PROVISIONS OF ARTICLE 202 OF LAW NUM
BER 6,404/76 AND THE AMENDMENTS INTRODUCED BY
LAW NUMBER 10.303/01
8. APPROVE TO IMPROVE THE PROVISIONS IN THE PLAN Non-Voting Non-Vote Proposal
TO GRANT STOCK OPTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE RIO Annual Meeting Date: 04/28/2004
Issuer: 204412 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
OA APPRECIATION OF THE MANAGEMENT S REPORT AND ANALYSIS, Management For No
DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.
OB PROPOSAL FOR THE DESTINATION OF THE PROFITS OF Management For No
THE SAID FISCAL YEAR.
OC ESTABLISHMENT OF THE TOTAL AND ANNUAL REMUNERATION Management For No
OF THE MEMBERS OF THE COMPANY S MANAGEMENT.
OD ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL Management For No
AND ESTABLISHMENT OF THEIR REMUNERATION.
E A PROPOSAL OF CAPITAL INCREASE, THROUGH THE CAPITALIZATION Shareholder For No
OF RESERVES, WITHOUT THE ISSUANCE OF SHARES,
AND THE CONSEQUENT CHANGE OF THE HEAD SECTION
OF ARTICLE 5 OF THE COMPANY S BY-LAWS.
- ------------------------------------------------------------------------------------------------------------------------------------
CEMEX, S.A. DE C.V. CX Annual Meeting Date: 04/29/2004
Issuer: 151290 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
A1 PRESENTATION, DISCUSSION AND, IF APPLICABLE, Management For No
APPROVAL OF THE REPORT BY THE BOARD OF DIRECTORS,
INCLUDING THE FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2003 AS REQUIRED BY THE
MEXICAN CORPORATION LAW.
A2 PROPOSAL FOR THE ALLOCATION OF PROFITS AND THE Management For No
MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE
OF COMPANY SHARES.
A3 PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE Management For No
COMPANY IN ITS VARIBLE PORTION THROUGH CAPITALIZATION
CHARGED AGAINST RETAINED EARNINGS, SUBMITTED
FOR CONSIDERATION OF THE SHAREHOLDERS AT THE MEETING.
A4 APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, Management For No
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
FOR CONSIDERATION AT THE MEETING.
A5 COMPENSATION OF DIRECTORS AND STATUTORY AUDITORS, Management For No
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
FOR CONSIDERATION AT THE MEETING.
A6 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Management For No
ADOPTED AT THE MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANHIA SIDERURGICA NACIONAL SID Annual Meeting Date: 04/29/2004
Issuer: 20440W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 CONFIRMATION OF THE REASSESSMENT OF PROPERTY, Management For No
PLANT AND EQUIPMENT APPROVED IN THE ANNUAL AND
SPECIAL SHAREHOLDERS MEETING HELD ON APRIL 29,
2003.
02 EXAMINING THE MANAGERS ACCOUNTS, EXAMINE, DISCUSS Management For No
AND VOTE THE FINANCIAL STATEMENTS AND ADMINISTRATION
REPORT.
03 APPROVAL OF THE DESTINATION OF THE 2003 BUSINESS Management For No
YEAR S NET PROFIT AND THE DISTRIBUTION OF DIVIDENDS.
04 APPROVAL OF CAPITAL BUDGET. Management For No
05 ELECTION OF THE BOARD OF DIRECTOR S MEMBERS. Management For No
06 ESTABLISHMENT OF THE ANNUAL GLOBAL REMUNERATION Management Against Yes
OF THE BOARD OF DIRECTORS AND OF EXECUTIVES.
07 CHANGE OF THE NEWSPAPERS IN WHICH THE COMPANY Management For No
PUBLISHES ITS LEGAL MATTERS.
8A APPROVAL OF THE AMENDMENT OF THE 2ND ARTICLE Management For No
OF THE BYLAWS.
8B APPROVAL OF THE SPLIT OF SHARES REPRESENTING Shareholder For No
THE COMPANY S CAPITAL STOCK.
- ------------------------------------------------------------------------------------------------------------------------------------
GERDAU SA COSG AGM Meeting Date: 04/29/2004
Issuer: P2867P113 ISIN: BRGGBRACNPR8
SEDOL: 2160407, 2645517, 7514377, 7588811
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTIONS 3 AND 4 ONLY. THANK YOU.
1. ACKNOWLEDGE THE DIRECTORS ACCOUNTS, TO EXAMINE, Non-Voting Non-Vote Proposal
DISCUSS AND VOTE THE FINANCIA L STATEMENTS FOR
THE FYE 31 DEC 2003
2. APPROVE THE DISTRIBUTION OF THE FISCAL YEAR S Non-Voting Non-Vote Proposal
NET PROFITS AND DISTRIBUTION DIV IDENDS
3. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS AND Management For
APPROVE TO SET THE DIRECTORS R EMUNERATION
4. ELECT THE MEMBERS OF THE FINANCE COMMITTEE AND Management For
APPROVE TO SET THE REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BANORTE SA DE CV GFNORTE AGM Meeting Date: 04/29/2004
Issuer: P49501201 ISIN: MXP370711014
SEDOL: 2421041
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE BOARD OF DIRECTORS REPORT IN COMPLIANCE Management For
WITH ARTICLE 172 OF THE C OMMERCIAL COMPANIES
LAW FOR THE FYE ON 31 DEC 2003, COMMISSIONERS
REPORT AND THE AUDITORS COMMITTEE REPORT
2. APPROVE HOW TO APPLY THE EARNINGS Management For
3. ELECT THE MEMBERS TO COMPOSE THE BOARD OF DIRECTORS Management For
AND COMPANY COMMISSIONERS
4. APPROVE THE COMPENSATION FOR THE DIRECTORS AND Management For
COMPANY S COMMISSIONERS
5. RECEIVE THE BOARD OF DIRECTORS REPORT CONCERNING Management For
THE TRANSACTIONS EXECUTED WI TH OWN SHARES FOR
THE FY 2003 AND SET THE MAXIMUM AMOUNT OF RESOURCES
THAT MAY BE USED TO PURCHASE OWN SHARES OF THE
FY 2004
6. ELECT THE DELEGATE OR DELEGATES TO, WHERE APPROPRIATE, Management For
EXECUTE AND FORMALIZE T HE RESOLUTIONS ADOPTED
BY THE MEETING
7. APPROVE THE MINUTES OF THE MEETING Management For
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BANORTE SA DE CV GFNORTE EGM Meeting Date: 04/29/2004
Issuer: P49501201 ISIN: MXP370711014
SEDOL: 2421041
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO INCORPORATE THE GENERALI MEXICO COMPANIA Management Against
DE SEGUROS S.A. AND A LIMI TED LIABILITY FINANCIAL
COMPANY, AS FINANCIALLY CONTROLLED COMPANIES,
AMEND TH E ARTICLE 02 OF THE COMPANY BYLAWS AND
GRANT AUTHORIZATION TO SUBSCRIBE THE SI NGLE
AGREEMENT OF LIABILITIES
2. ELECT THE DELEGATE OR DELEGATES TO EXECUTE AND Management For
FORMALIZE THE RESOLUTIONS ADOPT ED BY THE MEETING
3. APPROVE THE MINUTES OF THE MEETING Management For
- ------------------------------------------------------------------------------------------------------------------------------------
CIA ENERGETICA DE MINAS GERAIS CEMIG CMIG AGM Meeting Date: 04/30/2004
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTION 3. THANK YOU.
1. APPROVE THE BOARD OF DIRECTORS REPORT AND THE Non-Voting Non-Vote Proposal
FINANCIAL STATEMENTS FOR THE FY E 31 DEC 2003,
AS WELL AS THE RESPECTIVE COMPLEMENTARY DOCUMENTS
2. APPROVE TO DISTRIBUTE THE NET PROFITS FROM THE Non-Voting Non-Vote Proposal
FY 2003 IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE 192 OF LAW NUMBER 6.404/76 AS AMENDED
3. ELECT THE MEMBERS AND THE SUBSTITUTE MEMBERS Management For
OF THE FINANCE COMMITTEE AND APPR OVE TO SET
THEIR REMUNERATION
4. APPROVE TO SET THE REMUNERATION OF THE COMPANY Non-Voting Non-Vote Proposal
S DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO MEXICO SA DE CV GMEXICO OGM Meeting Date: 04/30/2004
Issuer: P49538112 ISIN: MXP370841019
SEDOL: 2399502, 2534154, 2643674
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY DOCUMENTS CONCERNING OPERATIONS Management For
DURING FY 2003
2. APPROVE THE AUDITORS REPORT Management For
3. APPROVE THE ALLOCATION OF PROFITS Management For
4. ELECT THE BOARD OF DIRECTORS, THE COMPTROLLERS, Management For
THE EXECUTIVE COMMITTEE, THE A UDIT COMMITTEE
AND THE COMPENSATION COMMITTEE
5. APPROVE TO DETERMINE THE BOARD S AND THE COMPTROLLERS Management For
REMUNERATION
6. APPROVE TO DESIGNATE SPECIAL DELEGATES Management For
- ------------------------------------------------------------------------------------------------------------------------------------
CIA ENERGETICA DE MINAS GERAIS CEMIG CMIG EGM Meeting Date: 05/07/2004
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT PREFERED SHAREHOLDERS CAN VOTE Non-Voting
ON THIS ITEM
1. APPROVE TO REMOVE THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND ELECT THE FULL AND SUBSTITUTE MEMBERS
OF THE BOARD OF DIRECTORS BY MULTIPLE VOTING
- ------------------------------------------------------------------------------------------------------------------------------------
QUIMICA ESTRELLA SA QUES AGM Meeting Date: 05/26/2004
Issuer: P79507177 ISIN: ARP795071777 BLOCKING
SEDOL: 2717621
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPOINT 2 SHAREHOLDERS TO SIGN THE MINUTES OF Management
THE MEETING
2. APPROVE TO INCREASE THE NUMBER OF MEMBERS OF Management
THE BOARD OF DIRECTORS AND THEIR ALTERNATES TO
INTEGRATE THE AUDITING COMMITTEE INTO THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
TENARIS SA, LUXEMBOURG AGM Meeting Date: 05/26/2004
Issuer: L90272102 ISIN: LU0156801721 BLOCKING
SEDOL: 2172402, 2174475, 7526338, 7538515
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY S CONSOLIDATED FINANCIAL Management
STATEMENTS AS OF, AND FOR THE FYE 31 DEC 2003
AND ALSO APPROVE THE REPORT FROM THE BOARD OF
DIRECTORS AND FROM THE INDEPENDENT AUDITOR OF
THE FINANCIAL STATEMENTS
2. APPROVE THE COMPANY S ANNUAL ACCOUNTS AS OF, Management
AND FOR THE FYE 31 DEC 2003, THE REPORT FROM
THE BOARD OF DIRECTORS AND FROM THE INDEPENDENT
AUDITOR OF THE ANN UAL ACCOUNTS
3. APPROVE THE DIVIDEND PAYMENT Management
4. GRANT DISCHARGE OF BOARD OF DIRECTORS RESPONSIBILITIES Management
5. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Management
6. AUTHORIZE THE BOARD OF DIRECTORS TO DELEGATE Management
THE DAY-TO-DAY MANAGEMENT OF THE BUSINESS TO
ONE OR MORE OF ITS MEMBERS
7. APPROVE THE DETERMINATION OF COMPENSATION TO Management
THE MEMBERS OF THE BOARD OF DIREC TORS
8. APPOINT THE INDEPENDENT AUDITORS AND APPROVE Management
THEIR FEES
9. MISCELLANEOUS Other
- ------------------------------------------------------------------------------------------------------------------------------------
TENARIS, S.A. TS Annual Meeting Date: 05/26/2004
Issuer: 88031M ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE COMPANY S CONSOLIDATED FINANCIAL Management
STATEMENTS AS OF, AND FOR THE FISCAL YEAR ENDED,
DECEMBER 31, 2003.
02 APPROVAL OF THE COMPANY S ANNUAL ACCOUNTS AS Management
OF, AND FOR THE FISCAL YEAR ENDED, DECEMBER 31,
2003. APPROVAL OF THE REPORT FROM THE BOARD OF
DIRECTORS AND FROM THE INDEPENDENT AUDITOR OF
THE ANNUAL ACCOUNTS.
03 APPROVAL OF DIVIDEND PAYMENT. Management
04 DISCHARGE OF BOARD OF DIRECTORS RESPONSIBILITIES. Management
05 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. Management
06 AUTHORIZATION TO THE BOARD OF DIRECTORS TO DELEGATE Management
THE DAY-TO- DAY MANAGEMENT OF THE BUSINESS TO
ONE OR MORE OF ITS MEMBERS.
07 DETERMINATION OF COMPENSATION TO THE MEMBERS Management
OF THE BOARD OF DIRECTORS.
08 APPOINTMENT OF INDEPENDENT AUDITORS AND APPROVAL Management
OF THEIR FEES.
- ------------------------------------------------------------------------------------------------------------------------------------
HYLSAMEX S A DE C V EGM Meeting Date: 06/25/2004
Issuer: P5230D147 ISIN: MX01HY000013
SEDOL: 2417620
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.A APPROVE THE NATIONAL BANKING AND SECURITIES COMMISSION, Management For
TO INCREASE THE MINIMU M FIXED STOCK CAPITAL
SUBJECT TO THE FIRST PARAGRAPH OF ARTICLE 14.3.II
- SECU RITIES MARKET LAW, BY ISSUING A NEW L
SERIES UP TO 180 MILLION OF FREE CURRENC Y LIMITED
VOTE REGISTERED AND UNSUBSCRIBED SHARES WITHOUT
PAR VALUE, CONVERTIB LES INTO COMMON SHARES WITH
FULL VOTE RIGHTS OF THE B SERIES, CURRENTLY OUTSTA
NDING, AFTER 1 YEAR AS FROM THE DATE OF THE FIRST
QUOTATION IN THE STOCK MARKE T
1.B APPROVE THAT THE NEW L SERIES SHARES CAN BE SUBSCRIBED Management For
IN AMERICAN DOLLARS AND TO BE FULLY PAID IN THE
MOMENT OF THE SUBSCRIPTION, AND THE PAYMENT COULD
BE MADE IN NATIONAL CURRENCY, IN THE AMOUNT EQUIVALENT
IN MEXICAN PESOS
1.C AUTHORIZE THE CHAIRMAN OF THE BOARD OF DIRECTORS Management For
TO I) ESTABLISH AFTER THE MEE TING THE PRICE
OF SUBSCRIPTION PER SHARE, WHICH WILL BE DISCLOSED
AS APPROPRIA TE AND PROVIDED BY LAW INCLUDING
CONCERNING THE EXERCISE OF THE RESPECTIVE PR
EFERRED RIGHTS AND II) ESTABLISH THE RESPECTIVE
AMOUNT PER SHARE RELATED TO T HE INCREASE OF
THE STOCK CAPITAL OF HYLSAMEX, AND THE RESPECTIVE
AMOUNT OF ADD ITIONAL PREMIUM PER SUBSCRIPTION
OF SHARES TO INCREASE THE ACCOUNTABLE STOCK O
F HYLSAMEX
1.D APPROVE, IF THE INCREASE OF CAPITAL IS NOT FULLY Management For
SUBSCRIBED WITHIN 90 DAYS AFT ER THE FIRST QUOTATION
IN THE STOCK EXCHANGE, THE STOCK AND ACCOUNTABLE
CAPITA L OF HYLSAMEX SHOULD ONLY BE INCREASED
IN THE AMOUNT OF SUBSCRIPTIONS PAID, AN D THE
UNSUBSCRIBED SHARES SHOULD BE CANCELLED IPSO FACTO
2. AMEND THE COMPANY BYLAWS TO REFLECT THE MEETING Management For
RESOLUTIONS, GIVING POWER TO T HE ADMINISTRATIVE
COUNCIL: I) TO INSERT IN BYLAW NO. 7 THE FINAL
TOTAL OF THE COMPANY CAPITAL AND THE NUMBER OF
SERIES L SHARES; II) ONCE THE SERIES L S
HARES HAVE CONVERTED INTO SERIES B SHARES,
INSERT INTO BYLAW NO. 7 A CLAUS E TO REFLECT
THE CONSOLIDATION OF COMPANY SHARES INTO ONLY
SERIES B SHARES
3. APPROVE THE DESIGNATION OF MEETING DELEGATES Management For
4. APPROVE THE MINUTES OF THE MEETING Management For
ProxyEdge - Investment Company Report Report Date: 07/14/2004
Meeting Date Range: 07/01/2003 to 06/30/2004
Selected Accounts: Scudder Pac Opps Fund
- ------------------------------------------------------------------------------------------------------------------------------------
PLENUS ENTERTAINMENT INC EGM Meeting Date: 07/09/2003
Issuer: Y7025V100 ISIN: KR7037150000
SEDOL: 6202082
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID #107221 DUE TO ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED A ND YOU WILL NEED TO REINSTRUCT
ON THIS NOTICE OF MEETING. THANK YOU.
1. APPROVE THE MERGER WITH NETMARBLE INC. Management For
2.1 ELECT MR. BYUNG YOEL NOH AS A DIRECTOR Management For
2.2 ELECT MR. HYUN SOO KIM AS A DIRECTOR Management For
2.3 ELECT MR. YOUNG JONG JUNG AS A DIRECTOR Management For
2.4 ELECT MR. TAEK SOO LEE AS A DIRECTOR WHO IS AN Management For
OUTSIDE DIRECTOR
3. ELECT MR. HAN SUNG JANG AS AN EXECUTIVE AUDITOR Management For
4. AMEND THE ARTICLES OF INCORPORATION PARTIALLY Management For
ADDITIONAL BUSINESS OBJECTIVE:- SOFTWARE AND
CONTENTS; DEVELOPMENT SERVICE:- MAIL-ORDER SALE
SERVICE, RETAIL AND WHOLESALE SERVICE
- ---------------------------------------------------------------------------------------------------------------
LEGEND GROUP LTD AGM Meeting Date: 07/15/2003
Issuer: Y5255N129 ISIN: HK0992009065
SEDOL: 6218089
- ---------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ---------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS FOR Management For
THE YE 31 MAR 2003 TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND AND A SPECIAL DIVIDEND Management For
FOR THE YE 31 MAR 2003
3. RE-ELECT THE RETIRING DIRECTORS AND AUTHORIZE Management For
THE BOARD OF DIRECTORS TO FIX TH EIR REMUNERATION
4. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For
THE AUDITORS AND AUTHORIZE THE BO ARD TO FIX
THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTORS PURSUANT TO SECTION 57B Management For
OF THE COMPANIES ORDINANCE TO ALLOT, 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 PE
RIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CA PITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESOLUTION, OTHERWISE
THAN PU RSUANT TO I) A RIGHTS ISSUE; OR II) ANY
SHARE OPTION SCHEME OR SIMILAR ARRANGE MENT;
OR III) ANY SCRIP DIVIDEND PURSUANT TO THE ARTICLES
OF ASSOCIATION OF TH E COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
5.II AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
SHARES OF THE COMPANY DUR ING THE RELEVANT PERIOD,
SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISS UED SHARE
CAPITAL AT THE DATE OF PASSING THIS RESOLUTION;
AUTHORITY EXPIRES T HE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD
W ITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
5.III APPROVE, CONDITIONAL UPON THE PASSING OF TO EXTEND Management For
THE GENERAL MANDATE GRANTED TO THE DIRECTORS
OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH
ANY SHARES OF T HE COMPANY PURSUANT TO RESOLUTION
5.I, BY AN AMOUNT REPRESENTING THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL REPURCHASED
BY THE COMPANY PURSUANT TO RE SOLUTION 5.II,
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 PASSI
NG THIS RESOLUTION
- ---------------------------------------------------------------------------------------------------------------
JOHNSON ELECTRIC HOLDINGS LTD AGM Meeting Date: 07/21/2003
Issuer: G5150J140 ISIN: BMG5150J1403
SEDOL: 6126331, 6281939
- ---------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ---------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED CONSOLIDATED ACCOUNTS Management For
AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS
FOR THE YE 31 MAR 2003
2. APPROVE TO DECLARE FINAL DIVIDEND IN RESPECT Management For
OF THE YE 31 MAR 2003
3. RE-ELECT THE DIRECTORS Management For
4. APPROVE THE REMUNERATION OF THE DIRECTORS Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
6. APPROVE THE NUMBER THE DIRECTORS OF THE COMPANY Management For
AT 15 AND AUTHORIZE THE DIRECT ORS TO ELECT OR
APPOINT ADDITIONAL DIRECTORS UP TO 15
7.1 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For
ISSUE AND DISPOSE OF ADDITION AL SHARES IN THE
CAPITAL OF THE COMPANY, AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 5% OF THE AGGR EGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESOLUTION, OTHERWISE
THAN PURSUANT TO A RIGHTS ISSUE; OR EXERCI SE
OF SUBSCRIPTION RIGHTS UNDER ANY WARRANT TO SUBSCRIBE
FOR SHARES OF THE COM PANY; OR ANY OPTIONS GRANTED
UNDER THE COMPANY S SHARE OPTION SCHEME; AUTHORI
TY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY THE BYE-LAWS OF THE COMPANY OR
ANY APPLICABLE LAW OF BERMUDA
7.2 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ALL Management For
APPLICABLE LAWS, TO PURCHASE I TS OWN SHARES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK
EXCHANGE OR A NY OTHER STOCK EXCHANGE RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION AN D
THE STOCK EXCHANGE UNDER THE HONG KONG CODE ON
SHARE REPURCHASES BY THE COMP ANY, DURING THE
RELEVANT PERIOD, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AM OUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF PASSING THIS RE SOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
C OMPANY IS REQUIRED BY THE BYE-LAWS OF THE COMPANY
OR ANY APPLICABLE LAW OF BER MUDA
7.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS OF THE COMPANY TO ALLOT SHARES
PURSUANT TO RESOLUTION 7.1, BY AN AMOUNT REPRESENTING
THE AGGR EGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED BY THE CO MPANY PURSUANT
TO RESOLUTION 7.2, PROVIDED THAT SUCH ADDITIONAL
AMOUNT DOES NO T EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
TH E COMPANY AS AT THE DATE OF PASSING THIS RESOLUTION
- ---------------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC EGM Meeting Date: 07/22/2003
Issuer: Y3744A105 ISIN: CN0009115410
SEDOL: 5788839, 6099671, 6441904
- ---------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ---------------------------------------------------------------------------------------------------------------
1. APPROVE THE TERMS OF THE TRANSFER AGREEMENT ENTERED Management For
INTO BY THE COMPANY AND CH INA HUANENG GROUP
ON 05 JUN 2003, AND THE TRANSACTION CONTEMPLATED
THEREIN
2. APPROVE: 1) THE ARRANGEMENT IN RESPECT OF THE Management For
GUARANTEES AND THE RELEVANT AGRE EMENTS AMONG
HENAN HUANENG QINBEI POWER GENERATION LIMITED
LIABILITY COMPANY, SHANXI HUANENG YUSHE POWER
LIMITED LIABILITY COMPANY, CHINA HUANENG GROUP
XIND IAN POWER PLANT AND CHINA HUANENG GROUP;
2) THE LOAN BORROWING ARRANGEMENT AND THE RELEVANT
AGREEMENT IN RESPECT OF THE LOAN PROVIDED BY
CHINA HUANENG GROUP TO SHANXI HUANENG YUSHE POWER
LIMITED LIABILITY COMPANY; AND 3) THE ARRANGEME
NT IN RESPECT OF THE DEPOSIT AND THE LOAN BORROWINGS
AMONG HENAN HUANENG QINBE I POWER GENERATION
LIMITED LIABILITY COMPANY, SHANXI HUANENG YUSHE
POWER LIMIT ED LIABILITY COMPANY, CHINA HUANENG
GROUP XINDIAN POWER PLANT AND CHINA HUANEN G
FINANCE COMPANY
- ---------------------------------------------------------------------------------------------------------------
STATE BANK OF INDIA AGM Meeting Date: 07/24/2003
Issuer: Y8161Z129 ISIN: INE062A01012
SEDOL: 6100799
- ---------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ---------------------------------------------------------------------------------------------------------------
1. APPROVE TO RECEIVE THE CENTRAL BOARD S REPORT, Management For
THE BALANCE SHEET AND THE PROFI T AND LOSS ACCOUNT
OF THE BANK MADE UP TO 31 MAR 2003 AND THE AUDITORS
REPORT ON THE BALANCE SHEET AND ACCOUNTS
- ---------------------------------------------------------------------------------------------------------------
ITC LTD AGM Meeting Date: 07/25/2003
Issuer: Y4211T155 ISIN: INE154A01017
SEDOL: 6124614
- ---------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ---------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS OF THE COMPANY Management For
FOR THE FYE 31 MAR 2003, TOGETHE R WITH THE BALANCE
SHEET AND DIRECTORS AND AUDITORS REPORTS THEREON
2. DECLARE A DIVIDEND FOR THE FYE 31 MAR 2003 Management For
3. ELECT THE DIRECTORS IN PLACE OF THOSE RETIRING Management For
BY ROTATION
S.4 APPOINT MESSRS. A.F. FERGUSON & CO., CHARTERED Management For
ACCOUNTANTS, AS THE AUDITORS OF THE COMPANY UNTIL
THE CONCLUSION OF THE NEXT AGM, AT A REMUNERATION
OF INR 82 ,50,000/- PAYABLE IN ONE OR MORE INSTALLMENTS
PLUS SERVICE TAX AS APPLICABLE, AND REIMBURSEMENT
OF OUT-OF-POCKET EXPENSES INCURRED
5. RE-APPOINT DR. BASUDEB SEN AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATI ON, FOR A PERIOD
OF FIVE YEARS
6. RE-APPOINT MR. BALAKRISHNAN VIJAYARAGHAVAN AS Management For
A DIRECTOR OF THE COMPANY, WHO R ETIRES BY ROTATION,
FOR A PERIOD OF FIVE YEARS
7. RE-APPOINT DR. RAM S. TARNEJA AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROT ATION, FOR A
PERIOD OF FIVE YEARS
8. APPROVE, IN ACCORDANCE WITH THE APPLICABLE PROVISIONS Management For
OF THE COMPANIES ACT, 19 56, OR ANY AMENDMENT
OR MODIFICATION THEREOF, CONSENT BE AND IS HEREBY
ACCORDE D TO MODIFICATION IN THE TERMS OF REMUNERATION
PAID OR PAYABLE TO THE WHOLESOM E DIRECTORS OF
THE COMPANY, EFFECTIVE, 01 AUG 2002
9. RE-APPOINT MR. ANUP SINGH AS A DIRECTOR FOR A Management For
PERIOD OF 5 YEARS WITH EFFECT FR OM 21 NOV 2003,
WHO RETIRES BY ROTATION
S.10 APPROVE, SUBJECT TO SUCH APPROVALS AS MAY BE Management For
NECESSARY, THE DIRECTORS OF THE C OMPANY OTHER
THAN THE WHOLETIME DIRECTORS BE PAID ANNUALLY,
FOR A PERIOD NOT E XCEEDING FIVE YEARS, FOR EACH
OF THE FINANCIAL YEARS OF THE COMPANY COMMENCING
FROM 1 APR 2003, COMMISSION NOT EXCEEDING 1 %
OF THE NET PROFITS OF THE COMPA NY, AS PROVIDED
UNDER SECTION 309(4) OF THE COMPANIES ACT, 1956,
AND COMPUTED IN THE MANNER REFERRED TO IN SECTION
198 (1) OF THE ACT, OR ANY AMENDMENT OR M ODIFICATION
THEREOF, IN ADDITION TO THE FEE FOR ATTENDING
THE MEETINGS OF THE BOARD OF DIRECTORS OF THE
COMPANY OR ANY COMMITTEE THEREOF, TO BE DIVIDED
AMON GST THE DIRECOTORS AFORESAID IN SUCH MANNER
AS THE BOARD MAY FROM TIME TO TIME DETERMINE
AND IN DEFAULT OF SUCH DETERMINATION EQUALLY,
PROVIDED THAT NONE OF THE DIRECTORS AFORESAID
SHALL RECEIVED INDIVIDUALLY COMMISSION EXCEEDING
RS 4 ,000,000/- IN A FY
S.11 APPROVE, IN ACCORDANCE WITH THE APPLICABLE PROVISIONS Management For
OF THE COMPANIES ACT, 19 56, THE SECURITIES CONTRACTS
ACT, 1956, THE LISTING AGREEMENT WITH STOCK EXCHA
NGES AND THE PROVISIONS OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA GUIDELIN ES 2003, OR
ANY AMENDMENT OR MODIFICATION THEREOF, AND SUBJECT
TO SUCH OTHER A PPROVALS, PERMISSIONS AND SANCTIONS
AS MAY BE NECESSARY, AND SUCH CONDITIONS A ND
MODIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED
BY ANY AUTHORITY WHILE GRANTI NG SUCH APPROVLAS,
PERMISSIIONS OR SANCTIONS WHICH MAY BE AGREED
TO BY THE BOA RD OF DIRECTORS OF THE COMPANY
OR ANY COMMITTEE/PERSON(S) AUTHORIZED BY THE
BO ARD, CONSENT BE AND IS HEREBY ACCORDED ACCORDED
TO DELIST THE ORDINARY SHARES OF THE COMPANY
FROM THE STOCK EXCHANGES AT AHMEDABAD, BANGALORE,
CHENNAI, COCH IN, DELHI, HYDERABAD, KANPUR AND
PUNE; APPROVE FURTHER THE AUTHORITY TO THE BO
ARD OR ANY COMMITTEE/PERSON(S) AUTHORISED BY
THE BOARD, TO SETTLE ALL QUESTION S, DIFFICULTIES
OR DOUBTS THAT MAY ARISE IN THIS REGARD AND TO
DO ALL SUCH ACT S, DEEDS AND THINGS AS MAY BE
NECESSARY, EXPEDIENT AND DESIRABLE, FOR THE PURP
OSE OF GIVING EFFECT TO THE RESOLUTION
- ---------------------------------------------------------------------------------------------------------------
SINGAPORE AIRLINES LTD AGM Meeting Date: 07/26/2003
Issuer: V80178110 ISIN: SG1H95001506
SEDOL: 5355288, 6811734
- ---------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ---------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED FINANCIAL STATEMENTS F OR THE YE 31 MAR
2003 AND THE AUDITORS REPORT THEREON
2. DECLARE A FINAL TAX EXEMPT DIVIDEND OF 9.0 CENTS Management For
PER SGD 0.50 ORDINARY SHARE F OR THE YE 31 MAR
2003
3. ELECT SIR BRIAN PITMAN AS A DIRECTOR OF THE COMPANY Management For
UNTIL THE NEXT AGM OF THE COMPANY, PURSUANT TO
SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50
4.a RE-ELECT MR. FOCK SIEW WAH AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH ARTICLE
83 OF THE COMPANIES ARTICLES OF ASSOCIATION
4.b RE-ELECT MR. HO KWON PING AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE
83 OF THE COMPANIES ARTICLES OF ASSOCIATION
5. RE-ELECT MR. CHEW CHOON SENG AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDA NCE WITH ARTICLE
89 OF THE COMPANIES ARTICLES OF ASSOCIATION
6. RE-APPOINT MESSRS. ERNST & YOUNG AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
7. APPROVE THE DIRECTORS FEE OF SGD 571,000 Management For
8. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE AIRLINES LTD EGM Meeting Date: 07/26/2003
Issuer: V80178110 ISIN: SG1H95001506
SEDOL: 5355288, 6811734
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND THE ARTICLES 4, 8, 12(1), 14, 51, 56, 57, Management For
71(2), 79, 82, 88, 94, 104, 10 5, 106, 107, 108,
111, 121, 135, 140, 142 AND THE HEADING ALTERATION
OF ARTIC LES BEFORE ARTICLE 142 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY; AND APP ROVE TO
INSERT A NEW HEADING AUTHENTICATION OF DOCUMENTS
AND A NEW ARTICLE 1 19A AFTER ARTICLE 119
2. AUTHORIZE THE DIRECTORS, PURSUANT TO THE PROVISIONS Management For
OF THE LISTING MANUAL OF T HE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED AND THE ARTICLES OF
ASSOCIATI ON OF THE COMPANY, TO ISSUE SHARES
BY WAY OF RIGHTS, BONUS OR OTHERWISE IN T HE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS OR OPTIONS, INC LUDING BUT NOT LIMITED
TO THE CREATION AND ISSUE OF WARRANTS, DEBENTURES
OR OT HER 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 TH AN ON A PRO-RATA BASIS
TO SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED
20% OF T HE ISSUED SHARE CAPITAL 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 C OMPANY AS REQUIRED BY LAW
3. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTIONS 76C AND 76E OF TH E COMPANIES ACT,
CHAPTER 50, TO PURCHASE OR ACQUIRE ISSUED AND
FULLY PAID ORDI NARY SHARES OF SGD 0.50 EACH
IN THE CAPITAL OF THE COMPANY, THROUGH MARKET
PUR CHASES ON THE SGX-ST, AND/OR, OFF-MARKET
PURCHASES IN ACCORDANCE WITH ANY EQUA L 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
PRICES OF THE ORDINARY SHARES FOR THE 5 CONSECUTIVE
TRADING DAYS IN THE CASE OF BOT H OFF-MARKET
AND ON-MARKET PURCHASES, AND AUTHORIZE THE DIRECTORS
OF THE COMPA NY 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 T HE NEXT AGM OF THE COMPANY AS REQUIRED
BY LAW
4. AMEND THE RULES OF THE SIA EMPLOYEE SHARE OPTION Management Against
PLAN THE SIA SHARE OPTION PL AN AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO OFFER AND GRANT
OPTIONS SIA SHARE OPTION PLAN IN ACCORDANCE
WITH THE SIA SHARE OPTION PLAN AND ALLOT AND
ISSUE SUCH NUMBER OF ORDINARY SHARES, UP TO AN
AGGREGATE NUMBER OF SHARES ISS UED NOT EXCEEDING
13% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
5. AUTHORIZE THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED Management For
COMPANIES OR ANY ONE OF THEM, FOR THE PURPOSES
OF CHAPTER 9 OF THE LISTING MANUAL OF THE SGX-ST,
TO E NTER INTO ANY SUCH TRANSACTIONS FALLING
WITHIN THE TYPES OF INTERESTED PERSON TRANSACTIONS
WITH ANY PARTY WHO FALLS WITHIN THE CLASS OF
INTERESTED PERSONS P ROVIDED THAT SUCH TRANSACTIONS
ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCO
RDANCE WITH THE REVIEW PROCEDURES, AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO DO ALL SUCH ACTS
AND THINGS DEEMED NECESSARY INCLUDING EXECUTING
SUCH DOCU MENTS AS MAY BE REQUIRED TO GIVE EFFECT
TO THIS MANDATE AND/OR RESOLUTION; A UTHORITY
EXPIRES ON THE NEXT AGM OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
FRASER & NEAVE LTD EGM Meeting Date: 07/29/2003
Issuer: Y2642C114 ISIN: SG1M29902574
SEDOL: 6519630, 6521312
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, PURSUANT TO ARTICLE 53 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY AND SUBJECT TO
THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC
OF SINGAPORE : A) THAT THE AUTHORIZED SHARE CAPITAL
OF THE COMPANY BE REDUCED FROM SGD 500 MILLION
DIVIDED INTO 500 MILLION ORDINARY SHARES OF SGD1.00
EACH TO SGD 450 MI LLION DIVIDED INTO 500 MILLION
ORDINARY SHARES OF SGD 0.90 EACH AND SUCH REDUC
TION BE EFFECTED BY REDUCING THE PAID-UP CAPITAL
OF THE COMPANY BY A MAXIMUM O F SGD 26.9 MILLION
TO THE EXTENT OF SGD 0.10 ON EACH ORDINARY SHARES,
AND BY R EDUCING THE PAR VALUE OF EACH OF ISSUED
AND UNISSUED ORDINARY SHARES, FROM SGD 1.00 TO
SGD 0.90; B) THE SUBDIVISION AND CONSOLIDATION
OF SHARES SUBJECT TO A ND FORTHWITH UPON THAT:
I) ALL OF THE ISSUED AND UNISSUED ORDINARY SHARES
OF S GD 0.90 EACH IN THE CAPITAL OF THE COMPANY
BE SUBDIVIDED IN SUCH MANNER THAT E VERY 1 OF
THE SAID ORDINARY SHARES SHALL CONSTITUTE 90
ORDINARY SHARES OF SGD 0.01 EACH AND THE PAR
VALUE OF EACH ORDINARY SHARES BE REDUCED FROM
SGD 0.90 T O SGD 0.01, II) ALL OF THE ISSUED
AND UNISSUED ORDINARY SHARES OF SGD 0.01 EAC
H CREATED PURSUANT TO THE SUBDIVISION OF ORDINARY
SHARES OF SGD 0.90 EACH BE C ONSOLIDATED IN SUCH
MANNER THAT EVERY 100 OF THE SAID ORDINARY SHARES
SHALL CO NSTITUTE ONE ORDINARY SHARES OF SGD
1.00 ANY FRACTION OF AN ORDINARY SHARES SH ALL
BE DISREGARDED, AND THE PAR VALUE OF EACH OF
THE ORDINARY SHARES BE INCREA SED FROM SGD 0.01
TO SGD 1.00, III) THE AUTHORIZED ORDINARY SHARE
CAPITAL OF T HE COMPANY BE RESTORED TO ITS FORMER
CAPITAL OF SGD 500 MILLION DIVIDED INTO 5 00
MILLION ORDINARY SHARES OF SGD 1.00 EACH BY CREATING
SUCH NUMBER OF ORDINAR Y SHARES OF SGD 1.00 EACH,
BEING THE DIFFERENCE BETWEEN 500 MILLION ORDINARY
S HARES OF SGD 1.00 EACH AND THE AGGREGATE NUMBER
OF ORDINARY SHARES OF SGD 1.00 EACH ARISING FROM
THE CONSOLIDATION OF ORDINARY SHARES, AND IV)
AUTHORIZE THE DIRECTORS TO DISPOSE OR DEAL WITH
THE AGGREGATE NUMBER OF ORDINARY SHARES REP RESENTING
FRACTIONAL INTERESTS ARISING FROM THE CONSOLIDATION
OF THE ORDINARY SHARES, IN SUCH MANNER AND FOR
SUCH PURPOSE AS THEY DEEM FIT IN THE INTERESTS
OF THE COMPANY, AND TO GIVE INSTRUCTIONS FOR
THE DISPOSAL OF OR DEALING WITH S UCH ORDINARY
SHARES AND TO AUTHORIZE ANY PERSON TO EXECUTE
ANY INSTRUMENT OF T RANSFER IN RELATION TO SUCH
ORDINARY SHARES; C) TO REDUCE THE OF SHARE PREMIUM
ACCOUNT SUBJECT TO AND FORTHWITH UPON THE S.1(A)
AND S.1(B) TAKING EFFECT, TH E SUM STANDING TO
THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE
COMPANY BE RE DUCED BY A MAXIMUM SUM OF SGD 149.4
MILLION, AND THAT SUCH REDUCTION BE EFFECT ED
BY RETURNING SGD 5.57 IN CASH FOR EACH ISSUED
AND FULLY PAID-UP ORDINARY SH ARE IN THE CAPITAL
OF THE COMPANY WHICH IS CANCELLED PURSUANT TO
S.1(A) AND S. 1 (B); D) SUBJECT TO AND FORTHWITH
UPON THE S.1 (A) S.1(B) AND S.1(C) TAKING E FFECT
A MAXIMUM SUM OF SGD 53.7 MILLION FORMING PART
OF THE REVENUE RESERVE OF THE COMPANY BE CAPITALIZED
AND APPLIED IN PAYING UP IN FULL AT PAR FOR A
MAXI MUM OF 53,639,092 UNISSUED ORDINARY SHARES
OF SGD 1.00 EACH IN THE CAPITAL OF THE COMPANY,
AND THE ADDITIONAL SHARES BE ALLOTTED AND ISSUED
CREDITED AS FULL Y PAID-UP TO THE HOLDERS OF
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY
IN T HE PROPORTION OF 2 ADDITIONAL SHARES FOR
EVERY 1 ORDINARY SHARES HELD BY THEM WHICH IS
CANCELLED PURSUANT TO S.1(A) AND S.1(B), AND
FORTHWITH UPON THE ALLOT MENT AND ISSUE OF THE
ADDITIONAL SHARES, THE ADDITIONAL SHARES BE CANCELLED
IN THEIR ENTIRETY, AND THE MAXIMUM SUM OF SGD
53.7 MILLION ARISING FROM SUCH CAN CELLATION
BE RETURNED TO THE RESPECTIVE HOLDERS OF THE
ADDITIONAL SHARES ON TH E BASIS OF SGD 1.00 FOR
EACH ADDITIONAL SHARES SO CANCELLED; AND E) AUTHORIZE
THE DIRECTORS AND EACH OF THEM TO DO ALL ACTS
AND THINGS AND TO EXECUTE ALL SU CH DOCUMENTS
AS THEY OR HE MAY CONSIDER NECESSARY OR EXPEDIENT
TO GIVE EFFECT TO THIS RESOLUTION
S.2 APPROVE, PURSUANT TO ARTICLE 53 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY AND SUBJECT TO
THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC
OF SINGAPORE : A) THAT THE ISSUED AND PAID-UP
CAPITAL OF THE COMPANY BE REDUCED BY: I) CANC
ELING (1) A MAXIMUM OF 4,597,192 OF THE ISSUED
AND FULLY PAID-UP ORDINARY SHAR E OF SGD 1.00
EACH IN THE CAPITAL OF THE COMPANY OR (2) A MINIMUM
OF 4,137,471 OF THE ISSUED AND FULLY PAID-UP
ORDINARY SHARES OF SGD 1.00 EACH IN THE CAPIT
AL OF THE COMPANY HELD BY, AND II) CANCELING
ALL OF THE 7,402,808 ISSUED AND F ULLY PAID-UP
ORDINARY SHARES OF SGD 1.00 EACH IN THE CAPITAL
OF THE COMPANY HE LD BY THE SUBSIDIARIES OF OVERSEACHINESE
BANKING CORPORATION LIMITED OCBC NA MELY, EASTERN
REALTY CO LIMITED, OCBC HOLDINGS PRIVATE LIMITED
AND ORIENT HOLD INGS PRIVATE LIMITED, EXCLUDING
THE ISSUED AND FULLY PAID-UP ORDINARY SHARE
O F SGD 1.00 EACH IN THE CAPITAL OF THE COMPANY
HELD BY SUCH SUBSIDIARIES WHICH ARE TO BE CANCELLED,
THE MAXIMUM SUM OF SGD 12 MILLION ARISING FROM
SUCH REDUC TION OF ISSUED AND PAID-UP CAPITAL
BE RETURNED TO THE OCBC GROUP COMPANIES ON THE
BASIS OF SGD 1.00 FOR EACH ORDINARY SHARES OF
SGD 1.00 IN THE CAPITAL OF T HE COMPANY HELD
BY EACH OCBC GROUP COMPANY SO CANCELLED; B) REDUCTION
OF SHARE PREMIUM ACCOUNT SUBJECT TO AND FORTHWITH
UPON THE PRECEDING PARAGRAPH S.2(A) TAKING EFFECT,
THE SUM STANDING TO THE CREDIT OF THE SHARE PREMIUM
ACCOUNT OF THE COMPANY BE REDUCED BY A MAXIMUM
SUM OF SGD 61.8 MILLION AND THAT SUCH REDU CTION
BE EFFECTED BY RETURNING SGD 5.15 IN CASH TO
THE OCBC GROUP COMPANIES FO R EACH RELEVANT SHARES
WHICH IS CANCELLED PURSUANT TO S.2 (A), C) SUBJECT
TO A ND FORTHWITH UPON S.2 (A) AND S.2 (B) TAKING
EFFECT: I) A MAXIMUM SUM OF SGD 2 4 MILLION FORMING
PART OF THE REVENUE RESERVE OF THE COMPANY BE
CAPITALIZED AN D APPLIED IN PAYING UP IN FULL
AT PAR FOR A MAXIMUM OF 24,000,000 UNISSUED ORD
INARY SHARES OF SGD 1.00 EACH IN THE CAPITAL
OF THE COMPANY, THE NEW SHARES BE ALLOTTED AND
ISSUED CREDITED AS FULLY PAID-UP TO THE OCBC
GROUP COMPANIES, IN THE PROPORTION OF 2 NEW SHARES
FOR EVERY 1 RELEVANT SHARE WHICH IS CANCELLED
PURSUANT TO S.1 (A), AND II) FORTHWITH UPON THE
ALLOTMENT AND ISSUE OF THE NEW SHARES , THE NEW
SHARES BE CANCELLED IN THEIR ENTIRETY, AND THE
MAXIMUM SUM O F SGD 24 MILLION ARISING FROM SUCH
CANCELLATION BE RETURNED TO THE OCBC GROUP COMPANIES
ON THE BASIS OF SGD 1.00 FOR EACH NEW SHARE SO
CANCELLED, AND D) AUT HORIZE THE DIRECTORS AND
EACH OF THEM 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 THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
KANGWON LAND INC EGM Meeting Date: 08/21/2003
Issuer: Y4581L105 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPOINT THE DIRECTORS Management For
* PLEASE NOTE THAT THE EGM TO BE HELD ON 1 AUG Non-Voting Non-Vote Proposal
2003 HAS BEEN POSTPONED TO 21 AUG 2003. PLEASE
ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY
SENT YOUR VO TES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIG INAL
INSTRUCTIONS. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD AGM Meeting Date: 08/26/2003
Issuer: Y8120Z103 ISIN: SG1N89910219
SEDOL: 6609478, 7591499
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For
FYE 31 MAR 2003 AND THE DIRECTO RS REPORT AND
THE AUDITORS REPORT THEREON
2. DECLARE A FINAL DIVIDEND OF 5.4 CENTS PER SHARE Management For
LESS INCOME TAX IN RESPECT OF THE FYE 31 MAR 2003
3. RE-ELECT MR. LEE HSIEN YANG AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDAN CE WITH ARTICLE
91 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. KEITH TAY AH KEE AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN ACCORD ANCE WITH ARTICLE
91 OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MS. JANET ANG GUAT HAR AS A DIRECTOR, Management For
WHO CEASE TO HOLD OFFICE IN ACC ORDANCE WITH
ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. TOMMIE BOH THIEM POH AS A DIRECTOR, Management For
WHO CEASE TO HOLD OFFICE IN A CCORDANCE WITH
ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-ELECT MRS. LIM HWEE HUA AS A DIRECTOR, WHO Management For
CEASE TO HOLD OFFICE IN ACCORDAN CE WITH ARTICLE
97 OF THE COMPANY S ARTICLES OF ASSOCIATION
8. RE-ELECT MR. WILLIAM TAN SOO HOCK AS A DIRECTOR, Management For
WHO CEASE TO HOLD OFFICE IN A CCORDANCE WITH
ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION
9. RE-ELECT MR. KENNETH MICHAEL TAN WEE KHANG AS Management For
A DIRECTOR, WHO CEASE TO HOLD OF FICE IN ACCORDANCE
WITH ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION
10. APPROVE THE DIRECTORS FEES PAYABLE BY THE COMPANY Management For
OF SGD 180,000 FOR THE FYE 3 1 MAR 2003
11. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
12. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PROVISIONS Management For
OF THE LISTING MANUAL OF TH E SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED SGX-ST AND THE ARTICLES
OF A SSOCIATION OF THE COMPANY TO: I) ISSUE SHARES
IN THE CAPITAL OF THE COMPANY B Y WAY OF RIGHTS,
BONUS OR OTHERWISE AND/OR MAKE OR GRANT OFFERS,
AGREEMENTS O R OPTIONS COLLECTIVELY, INSTRUMENTS
THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED,
INCLUDING BUT NOT LIMITED TO THE CREATION AND
ISSUE OF WARRANTS, DEBE NTURES OR OTHER INSTRUMENTS
CONVERTIBLE INTO SHARES; AND II) ISSUE SHARES
IN P URSUANCE OF ANY INSTRUMENT MADE OR GRANTED
BY THE DIRECTORS OF THE COMPANY, TH E AGGREGATE
NUMBER OF SHARES NOT EXCEEDING 50% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED OTHER THAN O N
A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY
DOES NOT EXCEED 20% OF THE I SSUED SHARE CAPITAL
OF THE COMPANY, AFTER ADJUSTING FOR: 1) NEW SHARES
ARISING FROM THE CONVERSION OR EXERCISE OF ANY
CONVERTIBLE SECURITIES OR SHARE OPTION S WHICH
ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS
RESOLUTION IS PASSED; A ND 2) ANY SUBSEQUENT
CONSOLIDATION OR SUB-DIVISION OF SHARES; AUTHORITY
EXPIR ES 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
13. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
OPTIONS IN ACCORDANCE WIT H THE PROVISIONS
OF THE SINGAPORE POST SHARE OPTION SCHEME SHARE
OPTION SCHEM E AND ALLOT AND ISSUE FROM TIME
TO TIME SUCH NUMBER OF SHARES AS MAY BE REQUI
RED TO BE ISSUED PURSUANT TO THE EXERCISE OF
THE OPTIONS UNDER THE SHARE OPTIO N SCHEME, PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT T O THE SHARE OPTION SCHEME SHALL NOT
EXCEED 10% OF THE TOTAL ISSUED SHARE CAPIT AL
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD EGM Meeting Date: 08/26/2003
Issuer: Y8120Z103 ISIN: SG1N89910219
SEDOL: 6609478, 7591499
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For
PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES
ACT, CHAPTER 50, TO PURCHASE OR OTHERWISE ACQUIRE
ISSUED O RDINARY SHARES OF SGD 0.05 EACH FULLY
PAID IN THE CAPITAL OF THE COMPANY SHAR ES ,
NOT EXCEEDING IN AGGREGATE 10% OF THE ISSUED
ORDINARY SHARE CAPITAL OF TH E COMPANY, BY WAY
OF MARKET PURCHASES ON THE SINGAPORE EXCHANGE
SECURITIES TRA DING LIMITED SGX-ST OR ANY OTHER
STOCK EXCHANGE AND/OR OFF-MARKET PURCHASES EFFECTED
OTHERWISE THAN ON THE SGX-ST IN ACCORDANCE WITH
ANY EQUAL ACCESS SCHE ME(S), AT A PRICE OF UP
TO 105% OF THE AVERAGE CLOSING MARKET PRICES
OVER THE PREVIOUS 5 MARKET DAYS IN CASE OF MARKET
PURCHASE AND 110% IN CASE OF OFF-MARK ET PURCHASE
AND AUTHORIZE THE DIRECTORS OF THE COMPANY AND/OR
ANY OF THEM TO C OMPLETE AND DO ALL SUCH ACTS
AND THINGS DEEMED NECESSARY TO GIVE EFFECT TO
THI S RESOLUTION; AND AUTHORITY EXPIRES THE
EARLIER OF THE DATE OF THE NEXT AGM O F THE COMPANY
OR THE DATE OF THE NEXT AGM OF THE COMPANY AS
REQUIRED BY LAW
S.2 AMEND ARTICLES 18, 110 AND 135 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
TEXWINCA HOLDINGS LTD AGM Meeting Date: 08/28/2003
Issuer: G8770Z106 ISIN: BMG8770Z1068
SEDOL: 5951545, 6039558
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For
FINANCIAL STATEMENTS AND THE REPO RTS OF THE
DIRECTORS AND OF THE AUDITORS FOR THE YE 31 MAR
2003
2. DECLARE A FINAL DIVIDEND Management For
3. ELECT THE DIRECTORS AND AUTHORIZE THE BOARD OF Management For
DIRECTORS TO FIX THEIR REMUNERA TION
4. APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For
OF DIRECTORS TO FIX THEIR REMUNER ATION
- ------------------------------------------------------------------------------------------------------------------------------------
TEXWINCA HOLDINGS LTD SGM Meeting Date: 08/28/2003
Issuer: G8770Z106 ISIN: BMG8770Z1068
SEDOL: 5951545, 6039558
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
ITS SHARES IN THE CAPITAL O F THE COMPANY DURING
THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE
WITH AL L APPLICABLE LAWS AND REGULATIONS, AND
THE PURCHASE SHALL NOT EXCEED 10% OF TH E TOTAL
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL AT
THE DATE OF PASSING THIS RESOLUTION; 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 OR IF THE AUTHORITY
IS REVOKED BY AN ORDINARY RESOLUTION IN A GENERAL
MEETING
2. AUTHORIZE THE DIRECTORS, TO ALLOT, ISSUE AND Management For
DEAL WITH ADDITIONAL SHARES OF TH E COMPANY,
AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
DURING AND AFTE R THE RELEVANT PERIOD, NOT EXCEEDING
20% OF THE TOTAL NOMINAL AMOUNT OF THE IS SUED
SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING
THIS RESOLUTION, OTHE RWISE THAN PURSUANT TO
(I) A RIGHTS ISSUE; (II) THE EXERCISE OF OPTIONS;
(III) ANY SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT;
AUTHORITY EXPIRES THE EARL IER OF, THE CONCLUSION
OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD OR IF
THE AUTHORITY IS REVOKED BY AN ORDINARY RESOLUTION
IN A GENERAL MEETING
3. APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS OF THE COMPANY TO ALLOT SHARES
AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
PURSUANT T O RESOLUTION 2, BY AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION
1, PROVIDED T HAT SUCH AMOUNT DOES NOT EXCEED
10% OF THE TOTAL NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING
THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
MAXIS COMMUNICATIONS BHD EGM Meeting Date: 09/29/2003
Issuer: Y5903J108 ISIN: MYL5051OO007
SEDOL: 6530523
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE COMPANY, SUBJECT TO THE APPROVALS Management For
OF THE RELEVANT AUTHORITIES, T O TAKE SUCH STEPS
AS SHALL BE WITHIN ITS POWER TO APPROVE AND CAUSE
ADVANCED W IRELESS TECHNOLOGIES SDN BHD (AWT),
ITS WHOLLY-OWNED SUBSIDIARY, TO GRANT AN O PTION
TO MEASAT BROADCAST NETWORK SYSTEMS SDN BHD (MBNS)
TO SUBSCRIBE FOR SUCH NUMBER OF ORDINARY SHARES
OF MYR 1.00 EACH WHICH WOULD REPRESENT UP TO
25% OF THE ENLARGED ISSUED AND PAID-UP SHARE
CAPITAL OF AWT (I.E. UP TO 833,334 ORDI NARY
SHARES OF MYR 1.00 EACH IN AWT AT A PAR VALUE
OF MYR 1.00 PER SHARE TO BE PAID IN CASH (SUCH
THAT, IF THE OPTION IS EXERCISED FOR ALL THE
ORDINARY SHAR ES IN AWT SUBJECT THERETO THE TOTAL
SUBSCRIPTION PRICE SHALL BE MYR 833,334.00 ),
SUCH OPTION TO BE EXERCISABLE WITHIN SUCH PERIOD
AS WAS SPECIFIED IN THE SE CTION 2.1 OF PART
A OF THE COMPANY S CIRCULAR DATED 13 SEP 2003
AND AUTHORIZE THE DIRECTORS OF THE COMPANY OR
ANY COMMITTEE OF DIRECTORS TO WHOM THE DIRECTO
RS MAY WISH TO DELEGATE THEIR AUTHORITY TO TAKE
AND CAUSE AWT TO TAKE ALL SUCH ACTION AND TO
ENTER AND CAUSE AWT TO ENTER INTO ANY AGREEMENTS
WITH MBNS TO G IVE EFFECT TO THE GRANT OF SUCH
OPTION WITH FULL POWERS TO MAKE APPLICATIONS
T O THE RELEVANT AUTHORITIES AND REGULATORY BODIES
FOR ANY APPROVALS AND CONSENT S REQUIRED AND
ASSENT TO ANY CONDITIONS, MODIFICATIONS, VARIATIONS,
DELETIONS AND/OR AMENDMENTS AS MAY BE REQUIRED
BY THE RELEVANT AUTHORITIES AND TO DO ALL SUCH
THINGS AS THEY MAY CONSIDER NECESSARY OR EXPEDIENT
IN THE BEST INTEREST OF THE COMPANY TO COMPLETE
AND GIVE EFFECT TO THE GRANT OF SUCH OPTION
2. AUTHORIZE THE COMPANY, PURSUANT TO CHAPTER 10.09 Management For
OF THE LISTING REQUIREMENTS O F KUALA LUMPUR
STOCK EXCHANGE FOR THE COMPANY AND ITS SUBSIDIARIES,
TO ENTER I NTO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH M EASAT BROADCAST
NETWORK SYSTEMS SDN BHD AND MULTIMEDIA INTERACTIVE
TECHNOLOGIE S SDN BHD, PROVIDED THAT SUCH TRANSACTIONS
ARE NECESSARY FOR DAY-TO-DAY OPERAT IONS AND
ARE CARRIED OUT IN THE ORDINARY COURSE OF BUSINESS
ON NORMAL COMMERCI AL TERMS AND ON TERMS WHICH
ARE NOT MORE FAVOURABLE TO THE PARTIES WITH WHICH
SUCH RECURRENT TRANSACTIONS ARE TO BE ENTERED
INTO THAN THOSE GENERALLY AVAILA BLE TO THE PUBLIC
AND ARE NOT DETRIMENTAL TO THE MINORITY SHAREHOLDERS
OF THE COMPANY AND THAT THE MANDATE CONFERRED
BY THIS RESOLUTION SHALL CONTINUE TO BE IN FORCE
UNTIL : (A) THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY FOLLOWING THE GENERAL MEETING AT
WHICH THIS RESOLUTION SHALL BE PASSED, AT WHICH
TIME IT WILL LAPSE, UNLESS BY A RESOLUTION PASSED
AT SUCH MEETING, THE AUTHORITY CONF ERRED BY
THIS RESOLUTION IS RENEWED; OR (B) THE EXPIRATION
OF THE PERIOD WITHI N WHICH SUCH NEXT AGM IS
REQUIRED TO BE HELD PURSUANT TO SECTION 143(1)
OF THE COMPANIES ACT,1965 (EXCLUDING HOWEVER
SUCH EXTENSION AS MAY BE ALLOWED PURSUA NT TO
SECTION 143(2) OF THE COMPANIES ACT, 1965); OR
(C) THIS RESOLUTION IS RE VOKED OR VARIED BY
RESOLUTION PASSED BY THE SHAREHOLDERS IN GENERAL
MEETING WH ICHEVER IS THE EARLIEST AND AUTHORIZE
THE DIRECTORS OF THE COMPANY BE AUTHORIS ED TO
COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING
EXECUTING ALL SUCH D OCUMENTS AS MAY BE REQUIRED)
AS THEY MAY CONSIDER EXPEDIENT OR NECESSARY TO
GI VE EFFECT TO THIS RESOLUTION
3. AUTHORIZE THE COMPANY, PURSUANT TO CHAPTER 10.09 Management For
OF THE LISTING REQUIREMENTS O F KUALA LUMPUR
STOCK EXCHANGE FOR THE COMPANY AND ITS SUBSIDIARIES
TO ENTER IN TO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH (I ) SRG
ASIA PACIFIC SDN BHD AND (II) UT PROJECTS SDN
BHD, PROVIDED THAT SUCH TR ANSACTIONS ARE NECESSARY
FOR DAY-TO-DAY OPERATIONS AND ARE CARRIED OUT
IN THE ORDINARY COURSE OF BUSINESS ON NORMAL
COMMERCIAL TERMS AND ON TERMS WHICH ARE NOT MORE
FAVOURABLE TO THE PARTIES WITH WHICH SUCH RECURRENT
TRANSACTIONS ARE TO BE ENTERED INTO THAN THOSE
GENERALLY AVAILABLE TO THE PUBLIC AND ARE NOT
DE TRIMENTAL TO THE MINORITY SHAREHOLDERS OF
THE COMPANY AND THE MANDATE CONFERRE D BY THIS
RESOLUTION SHALL CONTINUE TO BE IN FORCE UNTIL
(A) THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
FOLLOWING THE GENERAL MEETING AT WHICH THIS RESOL
UTION SHALL BE PASSED, AT WHICH TIME IT WILL
LAPSE, UNLESS BY A RESOLUTION PAS SED AT SUCH
MEETING, THE AUTHORITY CONFERRED BY THIS RESOLUTION
IS RENEWED; OR (B) THE EXPIRATION OF THE PERIOD
WITHIN WHICH SUCH NEXT AGM IS REQUIRED TO BE
HELD PURSUANT TO SECTION 143(1) OF THE COMPANIES
ACT,1965 (EXCLUDING HOWEVER SUCH EXTENSION AS
MAY BE ALLOWED PURSUANT TO SECTION 143(2) OF
THE COMPANIES A CT, 1965); OR (C) THIS RESOLUTION
IS REVOKED OR VARIED BY RESOLUTION PASSED BY
THE SHAREHOLDERS IN GENERAL MEETING, WHICHEVER
IS THE EARLIEST; AND AUTHORIZ E THE DIRECTORS
OF THE COMPANY TO DO ALL SUCH ACTS AND THINGS
(INCLUDING EXECU TING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED) AS THEY MAY CONSIDER EXPEDIENT OR
NECESSARY TO GIVE EFFECT TO THIS RESOLUTION
4. AUTHORIZE THE COMPANY, PURSUANT TO CHAPTER 10.09 Management For
OF THE LISTING REQUIREMENTS O F KUALA LUMPUR
STOCK EXCHANGE FOR THE COMPANY AND ITS SUBSIDIARIES
TO ENTER IN TO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH BI NARIANG
SATELLITE SYSTEMS SDN BHD, PROVIDED THAT SUCH
TRANSACTIONS ARE NECESS ARY FOR DAY-TO-DAY OPERATIONS
AND ARE CARRIED OUT IN THE ORDINARY COURSE OF
BU SINESS ON NORMAL COMMERCIAL TERMS AND ON TERMS
WHICH ARE NOT MORE FAVOURABLE T O BINARIANG SATELLITE
SYSTEMS SDN BHD THAN THOSE GENERALLY AVAILABLE
TO THE PU BLIC AND ARE NOT DETRIMENTAL TO THE
MINORITY SHAREHOLDERS OF THE COMPANY AND T HE
MANDATE CONFERRED BY THIS RESOLUTION SHALL CONTINUE
TO BE IN FORCE UNTIL : (A) THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY FOLLOWING THE GENERAL
MEETI NG AT WHICH THIS RESOLUTION SHALL BE PASSED,
AT WHICH TIME IT WILL LAPSE, UNLE SS BY A RESOLUTION
PASSED AT SUCH MEETING, THE AUTHORITY CONFERRED
BY THIS RES OLUTION IS RENEWED; OR (B) THE EXPIRATION
OF THE PERIOD WITHIN WHICH SUCH NEXT AGM IS REQUIRED
TO BE HELD PURSUANT TO SECTION 143(1) OF THE
COMPANIES ACT,19 65 (EXCLUDING HOWEVER SUCH EXTENSION
AS MAY BE ALLOWED PURSUANT TO SECTION 143 (2)
OF THE COMPANIES ACT,1965); OR (C) THIS RESOLUTION
IS REVOKED OR VARIED BY RESOLUTION PASSED BY
THE SHAREHOLDERS IN GENERAL MEETING, WHICHEVER
IS THE EA RLIEST; AND AUTHORIZE THE DIRECTORS
OF THE COMPANY TO DO SUCH ACTS AND THINGS (INCLUDING
EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED)
AS THEY MAY CONSID ER EXPEDIENT OR NECESSARY
TO GIVE EFFECT TO THIS RESOLUTION
5. AUTHORIZE THE COMPANY, PURSUANT TO CHAPTER 10.09 Management For
OF THE LISTING REQUIREMENTS O F KUALA LUMPUR
STOCK EXCHANGE FOR THE COMPANY AND ITS SUBSIDIARIES
TO ENTER IN TO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH (I ) TANJONG
GOLDEN VILLAGE SDN BHD; AND (II) TANJONG CITY
CENTRE PROPERTY MANAGE MENT SDN BHD, PROVIDED
THAT SUCH TRANSACTIONS ARE NECESSARY FOR DAY-TO-DAY
OPE RATIONS AND ARE CARRIED OUT IN THE ORDINARY
COURSE OF BUSINESS ON NORMAL COMME RCIAL TERMS
AND ON TERMS WHICH ARE NOT MORE FAVOURABLE TO
THE PARTIES WITH WHI CH SUCH RECURRENT TRANSACTIONS
ARE TO BE ENTERED INTO THAN THOSE GENERALLY AVA
ILABLE TO THE PUBLIC AND ARE NOT DETRIMENTAL
TO THE MINORITY SHAREHOLDERS OF T HE COMPANY
AND THE MANDATE CONFERRED BY THIS RESOLUTION
SHALL CONTINUE TO BE I N FORCE UNTIL : (A) THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY FOLLOWING
TH E GENERAL MEETING AT WHICH THIS RESOLUTION
SHALL BE PASSED, AT WHICH TIME IT W ILL LAPSE,
UNLESS BY A RESOLUTION PASSED AT SUCH MEETING,
THE AUTHORITY CONFE RRED BY THIS RESOLUTION IS
RENEWED; OR (B) THE EXPIRATION OF THE PERIOD
WITHIN WHICH SUCH NEXT AGM IS REQUIRED TO BE
HELD PURSUANT TO SECTION 143(1) OF THE COMPANIES
ACT,1965 (EXCLUDING HOWEVER SUCH EXTENSION AS
MAY BE ALLOWED PURSUAN T TO SECTION 143(2) OF
THE COMPANIES ACT,1965); OR (C) THIS RESOLUTION
IS REVO KED OR VARIED BY RESOLUTION PASSED BY
THE SHAREHOLDERS IN GENERAL MEETING, WH ICHEVER
IS THE EARLIEST; AND AUTHORIZE THE DIRECTORS
OF THE COMPANY TO COMPLET E AND DO ALL SUCH ACTS
AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS
AS M AY BE REQUIRED) AS THEY MAY CONSIDER EXPEDIENT
OR NECESSARY TO GIVE EFFECT TO THIS RESOLUTION
6. AUTHORIZE THE COMPANY, PURSUANT TO CHAPTER 10.09 Management For
OF THE LISTING REQUIREMENTS O F KUALA LUMPUR
STOCK EXCHANGE FOR THE COMPANY AND ITS SUBSIDIARIES
TO ENTER IN TO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH AR ENA JOHAN
SDN BHD, PROVIDED THAT SUCH TRANSACTIONS ARE
NECESSARY FOR DAY-TO-D AY OPERATIONS AND ARE
CARRIED OUT IN THE ORDINARY COURSE OF BUSINESS
ON NORMAL COMMERCIAL TERMS AND ON TERMS WHICH
ARE NOT MORE FAVOURABLE TO ARENA JOHAN SD N BHD
THAN THOSE GENERALLY AVAILABLE TO THE PUBLIC
AND ARE NOT DETRIMENTAL TO THE MINORITY SHAREHOLDERS
OF THE COMPANY, AND THAT THE MANDATE CONFERRED
BY TH IS RESOLUTION SHALL CONTINUE TO BE IN FORCE
UNTIL : (A) THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY FOLLOWING THE GENERAL MEETING AT
WHICH THIS RESOLUTION SHALL BE PASSED, AT WHICH
TIME IT WILL LAPSE, UNLESS BY A RESOLUTION PASSED
A T SUCH MEETING, THE AUTHORITY CONFERRED BY
THIS RESOLUTION IS RENEWED; OR (B) THE EXPIRATION
OF THE PERIOD WITHIN WHICH SUCH NEXT AGM IS REQUIRED
TO BE HELD PURSUANT TO SECTION 143(1) OF THE
COMPANIES ACT,1965 (EXCLUDING HOWEVER SUCH EXTENSION
AS MAY BE ALLOWED PURSUANT TO SECTION 143(2)
OF THE COMPANIES ACT,19 65); OR (C) THIS RESOLUTION
IS REVOKED OR VARIED BY RESOLUTION PASSED BY
THE S HAREHOLDERS IN GENERAL MEETING, WHICHEVER
IS THE EARLIEST; AND AUTHORIZE THE D IRECTORS
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 EXPEDIE
NT OR NECESSARY TO GIVE EFFECT TO THIS RESOLUTION
7. AUTHORIZE THE COMPANY, PURSUANT TO CHAPTER 10.09 Management For
OF THE LISTING REQUIREMENTS O F KUALA LUMPUR
STOCK EXCHANGE FOR THE COMPANY AND ITS SUBSIDIARIES
TO ENTER IN TO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH (I ) OAKWOOD
SDN BHD; (II) ARAB MALAYSIAN PROPERTY TRUST MANAGEMENT
BHD; (III) MB F PROPERTY HOLDINGS SDN BHD; (IV)
AMFINANCE BERHAD; (V) RESORTS WORLD BERHAD, GENTING
HIGHLANDS BERHAD AND GENTING GOLF COURSE BERHAD
AND (VI) GENTING PROPE RTY MANAGEMENT SDN BHD,
PROVIDED THAT SUCH TRANSACTIONS ARE NECESSARY
FOR DAY- TO-DAY OPERATIONS AND ARE CARRIED OUT
IN THE ORDINARY COURSE OF BUSINESS ON NO RMAL
COMMERCIAL TERMS AND ON TERMS WHICH ARE NOT MORE
FAVOURABLE TO THE PARTIE S WITH WHICH SUCH RECURRENT
TRANSACTIONS ARE TO BE ENTERED INTO THAN THOSE
GEN ERALLY AVAILABLE TO THE PUBLIC AND ARE NOT
DETRIMENTAL TO THE MINORITY SHAREHO LDERS OF
THE COMPANY, AND THAT THE MANDATE CONFERRED BY
THIS RESOLUTION SHALL CONTINUE TO BE IN FORCE
UNTIL : (A) THE CONCLUSION OF THE NEXT AGM OF
THE COM PANY FOLLOWING THE GENERAL MEETING AT
WHICH THIS RESOLUTION SHALL BE PASSED, A T WHICH
TIME IT WILL LAPSE, UNLESS BY A RESOLUTION PASSED
AT SUCH MEETING, THE AUTHORITY CONFERRED BY THIS
RESOLUTION IS RENEWED; OR (B) THE EXPIRATION
OF T HE PERIOD WITHIN WHICH SUCH NEXT AGM IS
REQUIRED TO BE HELD PURSUANT TO SECTIO N 143(1)
OF THE COMPANIES ACT,1965 (EXCLUDING HOWEVER
SUCH EXTENSION AS MAY BE ALLOWED PURSUANT TO
SECTION 143(2) OF THE COMPANIES ACT,1965); OR
(C) THIS RE SOLUTION IS REVOKED OR VARIED BY
RESOLUTION PASSED BY THE SHAREHOLDERS IN GENE
RAL MEETING, WHICHEVER IS THE EARLIEST; AND AUTHORIZE
THE DIRECTORS OF THE COM PANY 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 TO GIVE EFFECT
TO THIS RESOLUTION
8. AUTHORIZE THE COMPANY, PURSUANT TO CHAPTER 10.09 Management For
OF THE LISTING REQUIREMENTS O F KUALA LUMPUR
STOCK EXCHANGE FOR THE COMPANY AND ITS SUBSIDIARIES
TO ENTER IN TO RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE WITH HE ITECH
PADU BERHAD, PROVIDED THAT SUCH TRANSACTIONS
ARE NECESSARY FOR DAY-TO-D AY OPERATIONS AND
ARE CARRIED OUT IN THE ORDINARY COURSE OF BUSINESS
ON NORMAL COMMERCIAL TERMS AND ON TERMS WHICH
ARE NOT MORE FAVOURABLE TO HEITECH PADU B ERHAD
THAN THOSE GENERALLY AVAILABLE TO THE PUBLIC
AND ARE NOT DETRIMENTAL TO THE MINORITY SHAREHOLDERS
OF THE COMPANY, AND THAT THE MANDATE CONFERRED
BY THIS RESOLUTION SHALL CONTINUE TO BE IN FORCE
UNTIL : (A) THE CONCLUSION OF E NEXT AGM OF THE
COMPANY FOLLOWING THE GENERAL MEETING AT WHICH
THIS RESOLUTION SHALL BE PASSED, AT WHICH TIME
IT WILL LAPSE, UNLESS BY A RESOLUTION PASSED
A T SUCH MEETING, THE AUTHORITY CONFERRED BY
THIS RESOLUTION IS RENEWED; OR (B) THE EXPIRATION
OF THE PERIOD WITHIN WHICH SUCH NEXT ANNUAL GENERAL
MEETING IS REQUIRED TO BE HELD PURSUANT TO SECTION
143(1) OF THE COMPANIES ACT,1965 (EXCL UDING
HOWEVER SUCH EXTENSION AS MAY BE ALLOWED PURSUANT
TO SECTION 143(2) OF T HE COMPANIES ACT,1965);
OR (C) THIS RESOLUTION IS REVOKED OR VARIED BY
RESOLUT ION PASSED BY THE SHAREHOLDERS IN GENERAL
MEETING, WHICHEVER IS THE EARLIEST; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO DO ALL SUCH ACTS
AND THINGS (INC LUDING EXECUTING ALL SUCH DOCUMENTS
AS MAY BE REQUIRED) AS THEY MAY CONSIDER E XPEDIENT
OR NECESSARY TO GIVE EFFECT TO THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
PERUSAHAAN OTOMOBIL NASIONAL BHD PROTON AGM Meeting Date: 09/29/2003
Issuer: Y6860U102 ISIN: MYL5304OO000
SEDOL: 5309188, 6697558, 6697569
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For
FYE 31 MAR 2003 AND THE REP ORTS OF THE DIRECTORS
AND THE AUDITORS
2. DECLARE A FINAL TAX EXEMPT DIVIDEND OF MYR 12 Management For
SEN PER ORDINARY SHARE
3. RE-ELECT MR. Y. BHG. DATUK KISAI BIN RAHMAT AS Management For
A DIRECTOR IN ACCORDANCE WITH A RTICLE 103 OF
THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. Y. BHG. DATO HAJI ABDUL MAJID BIN Management For
HAJI HUSSEIN AS A DIRECTOR IN ACCORDANCE WITH
ARTICLE 103 OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. HISAYOSHI KUMAI AS A DIRECTOR IN Management For
ACCORDANCE WITH ARTICLE 103 OF T HE COMPANY S
ARTICLES OF ASSOCIATION
6. RE-ELECT MR. Y. BHG. DATUK A. RAZAK BIN RAMLI Management Against
AS A DIRECTOR IN ACCORDANCE WITH ARTICLE 103
OF THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-ELECT MR. MASAHARU IWATA AS A DIRECTOR IN Management For
ACCORDANCE WITH ARTICLE 110 OF TH E COMPANY S
ARTICLES OF ASSOCIATION
8. APPROVE THE DIRECTORS FEES FYE 31 MAR 03 Management For
9. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For
THE AUDITORS AND AUTHORIZE THE DI RECTORS TO
FIX THEIR REMUNERATION
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
132D OF THE COMPANIES ACT, 1965, TO ISSUE AND
ALLOT SHARES IN THE COMPANY OF UP TO10% OF THE
ISSUED SHARE CAPIT AL OF THE COMPANY
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 112431 DUE TO REVISED WORDI NG OF RESOLUTION
NUMBER 3. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU
.
- ------------------------------------------------------------------------------------------------------------------------------------
KANGWON LAND INC EGM Meeting Date: 09/30/2003
Issuer: Y4581L105 ISIN: KR7035250000
SEDOL: 6418254, 6683449
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 111814 DUE TO AN ADDITIONAL RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED A ND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. ELECT THE DIRECTOR Management For
2. AMEND THE ARTICLES OF INCORPORATION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
MALAYAN BANKING BHD MAYBANK AGM Meeting Date: 10/11/2003
Issuer: Y54671105 ISIN: MYL1155OO000
SEDOL: 5347218, 6556325
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For
AUDITORS AND THE AUDITED FINANCIA L STATEMENTS
FOR THE FYE 30 JUN 2003
2. DECLARE A FINAL DIVIDEND OF 17 SEN PER SHARE Management For
LESS 28% INCOME TAX FOR THE FYE 3 0 JUN 2003
3. RE-ELECT MR. DATUK AMIRSHAM A. AZIZ AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE W ITH ARTICLES 96 AND
97 OF THE ARTICLES OF ASSOCIATION OF MAYBANK
4. RE-ELECT MR. MOHAMMAD BIN ABDULLAH AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WI TH ARTICLES 96 AND
97 OF THE ARTICLES OF ASSOCIATION OF MAYBANK
5. RE-ELECT MR. DATO RICHARD HO UNG HUN AS A DIRECTOR Management For
OF THE COMPANY UNTIL THE N EXT AGM, WHO RETIRES
IN ACCORDANCE WITH SECTION 129 OF THE COMPANIES
ACT 1965
6. RE-ELECT MR. RAJA TAN SRI MUHAMMAD ALIAS BIN Management For
RAJA MUHD. ALI AS A DIRECTOR OF T HE COMPANY
UNTIL THE NEXT AGM, WHO RETIRES IN ACCORDANCE
WITH SECTION 129 OF T HE COMPANIES ACT 1965
7. APPROVE THE DIRECTORS FEES OF MYR 757,000 IN Management For
RESPECT OF THE FYE 30 JUN 2003
8. RE-APPOINT MESSRS. ERNST & YOUNG AS THE AUDITORS Management For
OF MAYBANK UNTIL THE CONCLUSI ON OF THE NEXT
AGM IN 2004 AND AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION
9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
132D OF THE COMPANIES ACT 1965 AN D SUBJECT TO
THE APPROVAL BY THE REGULATORY AUTHORITIES, TO
ISSUE SHARES IN TH E COMPANY OF UP TO 10% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM
- ------------------------------------------------------------------------------------------------------------------------------------
PLENUS ENTERTAINMENT INC EGM Meeting Date: 10/24/2003
Issuer: Y7025V100 ISIN: KR7037150000
SEDOL: 6202082
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 112527 DUE TO CHANGE IN THE MEETING AGENDA.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDE D AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE SPIN-OFF SCHEDULE Management For
2. AMEND THE ARTICLES OF INCORPORATION CONSIDERING Management For
THE NAME CHANGE TO PLENUS LTD FROM PLENUS ENTERTAINMENT
3. ELECT THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
COSCO PACIFIC LTD SGM Meeting Date: 10/29/2003
Issuer: G2442N104 ISIN: BMG2442N1048
SEDOL: 5387775, 6354251
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE: (A) THE AGREEMENT BETWEEN COSCO PACIFIC Management For
LOGISTICS COMPANY LIMITED ( C PLCL ), A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY, AND CHINA OCEAN SHIPPING
(G ROUP) COMPANY ( COSCO ) DATED 22 SEP 2003
(THE CAPITAL INCREASE AND TRANSFER AGREEMENT
) FOR THE INCREASE IN REGISTERED CAPITAL AND
TRANSFER OF EQUITY INTE REST IN COSCO LOGISTICS
COMPANY WHICH WILL BE CONVERTED INTO A SINO-FOREIGN
EQ UITY JOINT VENTURE ENTERPRISE NAMED AS COSCO
LOGISTICS CO., LTD. UPON COMPLETI ON OF THE CAPITAL
INCREASE AND TRANSFER AGREEMENT (A COPY OF WHICH
HAS BEEN PR ODUCED AT THIS MEETING AND MARKED
AS EXHIBIT-A AND SIGNED BY THE CHAIRMAN OF
THE MEETING FOR THE PURPOSE OF IDENTIFICATION
AND DETAILS OF WHICH ARE SET OU T IN THE CIRCULAR
(THE CIRCULAR ) OF THE COMPANY DATED 13 OCT
2003 TO ITS SHA REHOLDERS) AND ALL TRANSACTIONS
CONTEMPLATED THEREBY BE AND ARE HEREBY APPROVE
D; (B) THE JOINT VENTURE CONTRACT (THE JOINT
VENTURE CONTRACT ) AND THE ARTIC LES OF ASSOCIATION
OF COSCO LOGISTICS CO., LTD. BETWEEN CPLCL AND
COSCO DATED 22 SEP 2003 IN RELATION TO THE FORMATION
OF COSCO LOGISTICS CO., LTD. AS A SIN O-FOREIGN
EQUITY JOINT VENTURE ENTERPRISE (A COPY OF EACH
OF WHICH HAS BEEN PR ODUCED AT THIS MEETING AND
MARKED AS EXHIBIT-B AND EXHIBIT-C RESPECTIVELY
AND EACH BEING SIGNED BY THE CHAIRMAN OF THE
MEETING FOR THE PURPOSE OF IDENTI FICATION AND
DETAILS OF WHICH ARE SET OUT IN THE CIRCULAR)
AND ALL TRANSACTION S CONTEMPLATED THEREBY BE
AND ARE HEREBY APPROVED; (C) THE NON-COMPETITION
DEE D BETWEEN COSCO, COSCO LOGISTICS CO., LTD.
AND CPLCL DATED 22 SEP 2003 CONTAIN ING CERTAIN
NON-COMPETITION UNDERTAKINGS BY COSCO (THE NON-COMPETITION
DEED ) (A COPY OF WHICH HAS BEEN PRODUCED AT
THIS MEETING AND MARKED AS EXHIBIT-D AND SIGNED
BY THE CHAIRMAN OF THE MEETING FOR THE PURPOSE
OF IDENTIFICATION AN D DETAILS OF WHICH ARE SET
OUT IN THE CIRCULAR) AND ALL TRANSACTIONS CONTEMPLA
TED THEREBY BE AND ARE HEREBY APPROVED; (D) THE
LETTER OF GUARANTEE DATED 22 S EP 2003 GIVEN
BY THE COMPANY IN FAVOR OF COSCO (THE LETTER
OF GUARANTEE ) CON TAINING CERTAIN UNDERTAKINGS
AND GUARANTEE BY THE COMPANY (A COPY OF WHICH
HAS BEEN PRODUCED AT THIS MEETING AND MARKED
AS EXHIBIT-E AND SIGNED BY THE CHA IRMAN OF
THE MEETING FOR THE PURPOSE OF IDENTIFICATION
AND DETAILS OF WHICH AR E SET OUT IN THE CIRCULAR)
AND ALL TRANSACTIONS CONTEMPLATED THEREBY BE
AND AR E HEREBY APPROVED; (E) THE ENTERING INTO
OF EACH OF THE CAPITAL INCREASE AND T RANSFER
AGREEMENT, THE JOINT VENTURE CONTRACT, THE ARTICLES
OF ASSOCIATION AND THE NON-COMPETITION DEED,
THE GIVING OF THE LETTER OF GUARANTEE AND THE
ENTER ING INTO OF ALL OTHER AGREEMENTS, DEEDS
AND ANY OTHER DOCUMENTS IN RELATION TO ANY OF
THE FOREGOING OR ANY TRANSACTIONS CONTEMPLATED
BY ANY OF THE FOREGOING BY THE COMPANY AND/OR
CPLCL BE AND ARE HEREBY APPROVED, CONFIRMED AND
RATIFIE D; AND (F) THE DIRECTORS OF THE COMPANY
BE AND ARE HEREBY AUTHORIZED TO DO ALL SUCH THINGS
AND SIGN, SEAL, EXECUTE, PERFECT, PERFORM AND
DELIVER ALL SUCH DO CUMENTS AS THEY MAY IN THEIR
ABSOLUTE DISCRETION CONSIDER NECESSARY OR DESIRAB
LE OR EXPEDIENT TO GIVE EFFECT TO THE CAPITAL
INCREASE AND TRANSFER AGREEMENT, THE JOINT VENTURE
CONTRACT, THE ARTICLES OF ASSOCIATION, THE NON-COMPETITION
DEED, THE LETTER OF GUARANTEE AND THE IMPLEMENTATION
OF ALL TRANSACTIONS CONTE MPLATED THEREUNDER
- ------------------------------------------------------------------------------------------------------------------------------------
MAHINDRA & MAHINDRA LTD CRT Meeting Date: 10/30/2003
Issuer: Y54164135 ISIN: INE101A01018
SEDOL: 6100186
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, WITH OR WITHOUT MODIFICATION, THE ARRANGEMENT Management For
EMBODIED IN THE SCHEME OF ARRANGEMENT OF MAHINDRA
ECO MOBILES LIMITED AND MAHINDRA INFORMATION
TECHNO LOGY SERVICES LIMITED WITH MAHINDRA &
MAHINDRA LIMITED
S.2 APPROVE, PURSUANT TO THE PROVISIONS OF SECTIONS Management For
78, 100 AND OTHER APPLICABLE P ROVISIONS, IF
ANY, OF THE COMPANIES ACT, 1956 AND ARTICLE 75
OF THE ARTICLES O F ASSOCIATION OF THE COMPANY
AND SUBJECT TO THE SANCTION BY THE HONORABLE
HIGH COURT OF JUDICATURE AT BOMBAY OR ANY OTHER
APPROPRIATE AUTHORITY UNDER THE CO MPANIES ACT,
1956, THE SCHEME OF ARRANGEMENT PRESENTED TO
THAT COURT UNDER COM PANY APPLICATION NO. 415
OF 2003, FOR THE AMALGAMATION OF MAHINDRA ECO
MOBILES LIMITED AND MAHINDRA INFORMATION TECHNOLOGY
SERVICES LIMITED WITH MAHINDRA & MAHINDRA LIMITED,
THE BALANCE IN THE SHARE PREMIUM ACCOUNT TO THE
TRANSFEREE C OMPANY SHALL BE UTILIZED AND SHALL
STAND REDUCED BY AN AMOUNT OF INR 35, 23, 13,
225 EQUIVALENT TO THE BOOK VALUE OF INVESTMENTS
OF THE TRANSFEREE COMPANY IN THE SHARES OF MAHINDRA
ECO MOBILES LIMITED AND MAHINDRA INFORMATION
TECHNOL OGY SERVICES LIMITED AND ALL LOANS AND/OR
ADVANCES DUE AND OUTSTANDING TO THE TRANSFEREE
COMPANY FROM MAHINDRA ECO MOBILES LIMITED AND
MAHINDRA INFORMATION TECHNOLOGY SERVICES LIMITED
- ------------------------------------------------------------------------------------------------------------------------------------
MK LAND HOLDINGS BHD AGM Meeting Date: 11/15/2003
Issuer: Y6838D109 ISIN: MYL8893OO009
SEDOL: 6680116
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE STATUTORY FINANCIAL STATEMENTS Management For
FYE 30 JUN 2003 WITH THE REPORTS OF THE DIRECTORS
AND THE AUDITORS
2. APPROVE TO PAY THE DIRECTORS FEES Management For
3. ELECT, PURSUANT TO ARTICLE 77 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION, MR. HO NG HEEL LEONG
4. DECLARE A FINAL DIVIDEND OF 2 SEN PER ORDINARY Management For
SHARE OF MYR 1 EACH FYE 30 JUN 2003
5. RE-APPOINT ERNST & YOUNG AS THE AUDITORS NOMINAL Management For
AMOUNT AND AUTHORIZE THE DIRE CTORS TO FIX THEIR
REMUNERATION
6. RE-APPOINT, PURSUANT TO SECTION 129 OF THE COMPANY Management For
S ACCOUNTS 1965, Y. BHG. DA TO MOHAMAD NOR BIN
MOHAMAD AS A DIRECTOR
7. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
132D OF THE COMPANY S ACCOUNTS 19 65, TO ISSUE
NEW ORDINARY SHARES OF UP TO 10% OF THE ISSUED
SHARE CAPITAL OF T HE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
MK LAND HOLDINGS BHD EGM Meeting Date: 11/15/2003
Issuer: Y6838D109 ISIN: MYL8893OO009
SEDOL: 6680116
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management For
OF RESOLUTIONS 2 AND 3, TO DISPO SE OF 500,000
ORDINARY SHARES OF MYR 1.00 EACH REPRESENTING
THE ENTIRE EQUITY INTEREST IN FAIRWAY REVIEW
SDN BHD FAIRWAY TO JULIE S CORPORATION SDN
BHD FO R A CASH CONSIDERATION OF MYR 726,403
AND AUTHORIZE THE DIRECTORS OF THE COMPA NY TO
GIVE EFFECT TO THE SAID DISPOSAL AND TO DO ALL
SUCH OTHER THINGS AS THEY MAY CONSIDER NECESSARY
OR EXPEDIENT IN THE BEST INTEREST OF THE COMPANY
2. AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management For
OF RESOLUTION 3, TO DISPOSE OF 5 00,000 ORDINARY
SHARES OF MYR 1.00 EACH REPRESENTING THE ENTIRE
EQUITY INTERES T IN PERFECT FOOD MANUFACTURING
(M) SDN BHD PERFECT FOOD TO JULIE S CORPORAT
ION SDN BHD FOR A CASH CONSIDERATION OF MYR 3,569,619
AND AUTHORIZE THE DIRECT ORS OF THE COMPANY TO
GIVE EFFECT TO THE SAID DISPOSAL AND TO DO ALL
SUCH OTHE R THINGS AS THEY MAY CONSIDER NECESSARY
OR EXPEDIENT IN THE BEST INTEREST OF T HE COMPANY
3. AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management For
OF RESOLUTION 2, TO DISPOSE OF 5 94,600 ORDINARY
SHARES OF MYR 1.00 EACH REPRESENTING 69.95% EQUITY
INTEREST IN MARKINS CORPORATION SDN BHD MARKINS
TO JULIE S CORPORATION SDN BHD FOR A CA SH CONSIDERATION
OF MYR 2,443,652 AND AUTHORIZE THE DIRECTORS
OF THE COMPANY T O GIVE EFFECT TO THE SAID DISPOSAL
AND TO DO ALL SUCH OTHER THINGS AS THEY MAY CONSIDER
NECESSARY OR EXPEDIENT IN THE BEST INTEREST OF
THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
SUN HUNG KAI PROPERTIES LTD AGM Meeting Date: 11/18/2003
Issuer: Y82594121 ISIN: HK0016000132
SEDOL: 5724394, 6859927
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE REPORT OF THE DIRECTORS Management For
AND THE AUDITED ACCOUNTS FOR T HE YE 30 JUN 2003
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT THE DIRECTORS AND APPROVE TO FIX THEIR Management For
REMUNERATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTOR Management For
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
SHARES OF THE COMPANY DUR ING THE RELEVANT PERIOD,
ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK
EXC HANGE OR ANY OTHER STOCK EXCHANGE RECOGNIZED
FOR THIS PURPOSE BY THE SECURITI ES AND FUTURES
COMMISSION AND THE STOCK EXCHANGE UNDER THE HONG
KONG CODE ON S HARE REPURCHASES FOR SUCH PURPOSES,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EAR LIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS TO BE HELD BY ITS ARTICLES OF ASSOCIATION
OR BY THE LAWS OF HONG KONG
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS, O PTIONS AND WARRANTS DURING AND
AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY, OTHE RWISE THAN
PURSUANT TO: I) A RIGHTS ISSUE; OR II) ANY SHARE
OPTION SCHEME OR S IMILAR ARRANGEMENT; OR III)
ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHOR
ITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR TH E EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS TO BE H ELD BY ITS ARTICLES OF ASSOCIATION
OR BY THE LAWS OF HONG KONG
7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO EXERCISE Management For
THE POWERS OF THE COMPANY R EFERRED TO IN RESOLUTION
6 IN RESPECT OF THE AMOUNT REPRESENTING THE AGGREGATE
NOMINAL AMOUNT OF SHARE CAPITAL OF THE COMPANY
REPURCHASED UNDER RESOLUTION 5
8. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
ESPRIT HOLDINGS LTD AGM Meeting Date: 11/26/2003
Issuer: G3122U129 ISIN: BMG3122U1291
SEDOL: 0478920, 5752674, 6321642
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For
FINANCIAL STATEMENTS AND THE REPO RTS OF THE
DIRECTORS AND OF THE AUDITORS OF THE GROUP FOR
THE YE 30 JUN 2003
2. DECLARE A FINAL DIVIDEND FOR THE YE 30 JUN 2003 Management For
3. DECLARE A SPECIAL DIVIDEND FOR THE YE 30 JUN 2003 Management For
4. RE-ELECT THE DIRECTORS Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For
OF DIRECTORS TO FIX THEIR REMU NERATION
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
SHARES IN THE CAPITAL OF TH E COMPANY, DURING
THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE
WITH ALL A PPLICABLE LAWS AND REGULATIONS, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMO UNT
OF THE ISSUED SHARE CAPITAL; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUS ION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHIC H THE NEXT AGM IS TO BE HELD BY THE
BYE-LAWS OF THE COMPANY AND OR ANY APPLICA BLE
LAWS TO BE HELD
7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE
OF 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPAN Y, OTHERWISE
THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY
SHARE OPTION SCHEM E OR SIMILAR ARRANGEMENT;
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 TH E BYE-LAWS OF THE COMPANY AND OR
ANY APPLICABLE LAWS TO BE HELD
8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
6 AND 7, TO EXTEND THE GE NERAL MANDATE GRANTED
TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH
THE SHARE S PURSUANT TO RESOLUTION 7, BY AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AM OUNT OF
THE SHARE CAPITAL REPURCHASED PURSUANT TO RESOLUTION
6, 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
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC EGM Meeting Date: 12/18/2003
Issuer: Y15010104 ISIN: CN0005789556
SEDOL: 6291819, 7027756
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MAJOR ON-GOING CONNECTED TRANSACTIONS Management For
AND AUTHORIZE THE BOARD OF D IRECTORS OF SINOPEC
CORP. TO DO ALL SUCH FURTHER ACTS AND THINGS
AND EXECUTE A LL SUCH FURTHER DOCUMENTS AND TAKE
ALL SUCH STEPS WHICH IN ITS OPTION MAY BE N ECESSARY
IN CONNECTION WITH THE MAJOR ON-GOING CONNECTED
TRANSACTIONS
2. APPROVE THE DE-MINIMUS ON-GOING CONNECTED TRANSACTIONS Management For
AND AUTHORIZE THE BOARD OF DIRECTORS OF SINOPEC
CORP. TO DO ALL SUCH FURTHER ACTS AND THINGS
AND EXEC UTE ALL SUCH FURTHER DOCUMENTS AND TAKE
ALL SUCH STEPS WHICH IN ITS OPTION MAY BE NECESSARY
IN CONNECTION WITH THE DE-MINIMUS ON-GOING CONNECTED
TRANSACTION S
- ------------------------------------------------------------------------------------------------------------------------------------
KOREA EXCHANGE BANK OTH Meeting Date: 01/15/2004
Issuer: Y48585106 ISIN: KR7004940003
SEDOL: 6495042
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MERGER Management For
- ------------------------------------------------------------------------------------------------------------------------------------
TATA MOTORS LTD SGM Meeting Date: 01/19/2004
Issuer: Y85740143 ISIN: INE155A01014
SEDOL: 6101509
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. Non-Voting Non-Vote Proposal
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 INSTRUC TIONS BY
THE INDICATED CUT OF DATE. THANK YOU.
S.1 APPROVE TO ACQUIRE AND HOLD THE ORDINARY SHARES Management For
OF THE COMPANY, THAT PURSUANT TO THE APPLICABLE
PROVISIONS OF THE FOREIGN EXCHANGE MANAGEMENT
ACT, 1999 AND OTHER PREVAILING LAWS, RULES AND
REGULATIONS AS APPLICABLE FROM TIME TO TIME A
ND SUBJECT TO SUCH CONSENTS, SANCTIONS AND PERMISSION
AS MAY BE REQUIRED FROM THE APPROPRIATE AUTHORITIES,
BY THE FOREIGN INSTITUTIONAL INVESTORS FIIS
INC LUDING THEIR SUB-ACCOUNTS UP TO AN AGGREGATE
LIMIT OF 35% OF THE PAID-UP ORDIN ARY SHARE CAPITAL
OF THE COMPANY; AND AUTHORIZE THE BOARD OF DIRECTORS
OF THE COMPANY TO DO ALL SUCH ACTS, DEEDS, MATTERS
AND THINGS AND EXECUTE ALL SUCH DO CUMENTS, DEEDS
AND WRITINGS AS MAY BE REQUIRED FOR THE AFORESAID
PURPOSE AND W HICH IT MAY DEEM FIT IN THE INTEREST
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
LAND AND HOUSE PUBLIC CO LTD EGM Meeting Date: 01/26/2004
Issuer: Y5172C198 ISIN: TH0143010Z16
SEDOL: 6581930, 7538690
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MINUTES OF THE AGM NO. 1/2546 Management For
2. APPROVE THE AMENDMENT IN ARTICLE 42 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION A BOUT DIVIDEND PAYMENT
3. APPROVE THE ALLOCATION OF WTS TO EMPLOYEES WHO Management Against
ACT AS DIRECTORS OF THE COMPANY AND ITS SUBSIDIARIES
ESOP
4. ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
KOREA EXCHANGE BANK EGM Meeting Date: 01/29/2004
Issuer: Y48585106 ISIN: KR7004940003
SEDOL: 6495042
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECT THE DIRECTORS Management For
2. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION
- ------------------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRONICS CO LTD AGM Meeting Date: 02/27/2004
Issuer: Y74718100 ISIN: KR7005930003
SEDOL: 6771720
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT, THE BALANCE Management For
SHEET, THE PROPOSED DISPOSITION O F RETAINED
EARNING, THE STATEMENT OF PROFIT AND LOSS AND
KRW 5,000 PER 1 COMMO N SHARE AND KRW 5,050 PER
1 PREFERRED SHARE
2.1 ELECT AN EXTERNAL DIRECTOR Management For
2.2 ELECT THE AUDITORS Management For
2.3 ELECT AN INTERNAL DIRECTOR Management For
3. APPROVE THE REMUNERATION LIMIT FOR DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SAMSUNG SDI CO LTD AGM Meeting Date: 02/27/2004
Issuer: Y74866107 ISIN: KR7006400006
SEDOL: 6771645
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT/KRW 2,500 PER Management For
1 COMMON SHARE
2. ELECT THE DIRECTOR Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK EGM Meeting Date: 03/10/2004
Issuer: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPLACEMENT OF ANNUAL REPORT AND Management Against
CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR
2002, THAT WERE RACTIFIED IN THE EGM ON 09 MAY
2003
2. APPROVE THE ANNUAL REPORT 2002 AND RATIFICATION Management Against
OF THE CONSOLIDATED FINANCIAL STATEMENT OF 2002
THAT HAVE BEEN RESTATED AND RE-AUDITED
3. APPROVE TO RATIFY THE RE-STATED CONSOLIDATED Management Against
FINANCIAL STATEMENT OF 2000 AND 2 001
4. APPROVE THE RESTATEMENT OF THE COMPANY NET INCOME Management Against
ALLOCATION FOR THE YEAR 2000 , 2001 AND 2002
5. AMEND THE COMPOSITION OF THE BOARD OF COMMISSIONERS Management For
AND BOARD OF DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
HYUNDAI MOTOR CO LTD AGM Meeting Date: 03/12/2004
Issuer: Y38472109 ISIN: KR7005380001
SEDOL: 6451055
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management For
2. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION
3. ELECT THE INTERNAL AND EXTERNAL DIRECTORS Management For
4. ELECT THE AUDITOR COMMITTEE Management For
5. APPROVE THE LIMIT OF REMUNERATION FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 03/12/2004
Issuer: Y70334100 ISIN: KR7005490008
SEDOL: 6693233
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 122864 DUE TO THE ADDITIONA L RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE FINANCIAL STATEMENTS/CASH DIVIDEND Management For
KRW 5,000 FOR 1 COMMON SHARE
2.1 APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION AS FOLLOWS: IND UCTION OF ACCUMULATIVE
VOTING
2.2 APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION AS FOLLOWS: IMP ROVEMENT OF
CORPORATE GOVERNANCE
3.1 ELECT OUTSIDE DIRECTORS Management For
3.2 ELECT OUTSIDE DIRECTORS AS AUDIT COMMITTEE MEMBERS Management For
3.3 ELECT STANDING DIRECTORS Management For
4. APPROVE THE CEILING AMOUNT OF TOTAL REMUNERATION Management For
FOR THE DIRECTORS FOR THE FIS CAL YEAR 2004
- ------------------------------------------------------------------------------------------------------------------------------------
SK CORPORATION AGM Meeting Date: 03/12/2004
Issuer: Y80662102 ISIN: KR7003600004
SEDOL: 6988371
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE 2003 FINANCIAL STATEMENTS Management For
2.1 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
APPROVE AMENDMENTS TO THE ART ICLES OF INCORPORATION;
DELETION OF NON-ADOPTION OF CONCENTRATED VOTING
SYSTEM , PROPOSED BY A SHAREHOLDER
2.2 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
AMEND THE ARTICLES OF INCORPO RATION PROPOSED
BY A SHAREHOLDER
2.3 AMEND THE ARTICLES OF INCORPORATION PROPOSED Management Against
BY SK CORP
3.1 ELECT MR. HC SHIN AS A DIRECTOR AS PROPOSED BY Management Against
SK
* PLEASE NOTE THAT ALTHOUGH THERE ARE 3 CANDIDATES Non-Voting Non-Vote Proposal
(1 OF THEM PROPOSED BY SHAREH OLDERS, 1 OF THEM
PROPOSED BY MANAGEMENT AND 1 ONE OF THEM PROPOSED
BY BOTH SH AREHOLDERS AND MANAGEMENT) TO BE ELECTED
AS DIRECTORS, THERE ARE ONLY 2 VACANC IES AVAILABLE
TO BE FILLED AT THE MEETING. THANK YOU.
3.2.A PLEASE NOTE THAT THIS RESOLUTIONS IS PROPOSED Management For
BY BOTH THE SHAREHOLDERS AND THE COMPANY: ELECT
MR. DAE WOO NAM AS AN OUTSIDE DIRECTOR TO BE
A MEMBER OF THE A UDIT COMMISSION
3.2.B PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. JOON GI KIM AS AN O UTSIDE DIRECTOR
TO BE A MEMBER OF THE AUDIT COMMISSION AS PROPOSED
BY A SHAREH OLDER
3.2.C ELECT MR. YOON SEUK SUH, AS AN OUTSIDE DIRECTOR Management Against
TO BE A MEMBER OF THE AUDIT CO MMISSION AS PROPOSED
BY SK (COMPANY)
* PLEASE NOTE THAT ALTHOUGH THERE ARE 6 CANDIDATES Non-Voting Non-Vote Proposal
(3 OF THEM PROPOSED BY SHAREH OLDERS AND 3 OF
THEM PROPOSED BY MANAGEMENT) TO BE ELECTED AS
DIRECTORS, THERE ARE ONLY 3 VACANCIES AVAILABLE
TO BE FILLED AT THE MEETING. THANK YOU
3.3.A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. JIN MAN KIM AS AN O UTSIDE DIRECTOR
AS PROPOSED BY A SHAREHOLDER
3.3.B PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. DONG SUNG CHO AS AN OUTSIDE DIRECTOR
AS PROPOSED BY A SHAREHOLDER
3.3.C PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For
ELECT MR. SEUNG SOO HAN AS AN OUTSIDE DIRECTOR
AS PROPOSED BY A SHAREHOLDER
3.3.D ELECT MR. SOON CHO AS AN OUTSIDE DIRECTOR AS Management Against
PROPOSED BY SK
3.3.E ELECT MR. SE JONG OH AS AN OUTSIDE DIRECTOR AS Management Against
PROPOSED BY SK
3.3.F ELECT MR. TAE YU KIM AS AN OUTSIDE DIRECTOR AS Management Against
PROPOSED BY SK
4. APPROVE THE REMUNERATION LIMIT FOR DIRECTORS Management For
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 126245 DUE TO A CHANGE IN T HE VOTING STATUS
AND NUMBERING OF THE RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS M EETING
NOTICE. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
SK TELECOM CO LTD AGM Meeting Date: 03/12/2004
Issuer: Y4935N104 ISIN: KR7017670001
SEDOL: 6224871
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management For
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
4.1 APPOINT THE INTERNAL DIRECTORS Management For
4.2 APPOINT THE OUTSIDE DIRECTORS FOR AUDITORS COMMITTEE Management For
5. APPROVE THE RESIGNATION OF MR. TAE WON CHOI AND Management For
MR. GIL SEUNG SON
- ------------------------------------------------------------------------------------------------------------------------------------
KT&G CORPORATION AGM Meeting Date: 03/18/2004
Issuer: Y49904108 ISIN: KR7033780008
SEDOL: 6175076
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management For
2. AMEND ARTICLES OF INCORPORATION PARTIALLY Management For
3. ELECT THE CEO OF THE COMPANY Management For
4. ELECT TWO EXECUTIVE DIRECTORS Management For
5. ELECT THE OUTSIDE DIRECTOR Management For
6. ELECT FIVE OUTSIDE DIRECTOR AS AUDIT COMMITTEE Management For
MEMBERS
7. APPROVE TO FIX THE LIMIT ON THE REMUNERATION Management For
FOR DIRECTORS
8. APPROVE TO CHANGE THE RETIREMENT BENEFIT FOR Management For
THE EXECUTIVE DIRECTORS
9. APPROVE TO CHANGE THE RETIREMENT BENEFIT FOR Management For
THE DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
KT&G CORPORATION AGM Meeting Date: 03/18/2004
Issuer: Y49904108 ISIN: KR7033780008
SEDOL: 6175076
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID #127352 DUE TO THE REVISED AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS NOTICE OF MEETING WILL
BE DISREGA RDED AND YOU WILL NEED TO REINSTRUCT
ON THIS NOTICE OF MEETING. THANK YOU.
1. APPROVE THE BALANCE SHEET, INCOME STATEMENT AND Management For
STATEMENT OF APPROPRIATION OF RETAINED FOR THE
17TH FY
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPOINT MR. KWAK, YOUNG KYOON AS THE PRESIDENT Management For
4.1 APPOINT MR. LEE, KWANG YOUL AS THE EXECUTIVE DIRECTOR Management For
4.2 APPOINT MR. MIN, YOUNG JIN AS THE EXECUTIVE DIRECTOR Management For
5. APPOINT MR. CHA, SUN GAK AS THE OUTSIDE DIRECTOR Management For
6.1 APPOINT MR. KIM, JIN HYUN AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
6.2 APPOINT MR. LEE, MAN WOO AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT C OMMITTEE MEMBER
6.3 APPOINT MR. SOH, SOON MOO AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
6.4 APPOINT MR. KIM, BYONG KYUN AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDI T COMMITTEE MEMBER
6.5 APPOINT MR. LEE, KYUNG JAE AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
7. APPROVE THE CAP ON THE REMUNERATION OF DIRECTORS Management For
8. AMEND THE REGULATION ON PAYMENT OF RETIREMENT Management For
ALLOWANCES OF EXECUTIVE DIRECTOR S
9. AMEND THE REGULATION ON PAYMENT OF RETIREMENT Management For
ALLOWANCES OF MANAGED OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
KT&G CORPORATION AGM Meeting Date: 03/18/2004
Issuer: 48268G100 ISIN: US48268G1004
SEDOL: 5804069, 7539701
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET, INCOME STATEMENT AND Management For
STATEMENT OF APPROPRIATION OF RETAINED FOR THE
17TH FY
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPOINT MR. KWAK, YOUNG KYOON AS THE PRESIDENT Management For
4.1 APPOINT MR. LEE, KWANG YOUL AS THE EXECUTIVE DIRECTOR Management For
4.2 APPOINT MR. MIN, YOUNG JIN AS THE EXECUTIVE DIRECTOR Management For
5. APPOINT MR. CHA, SUN GAK AS THE OUTSIDE DIRECTOR Management For
6.1 APPOINT MR. KIM, JIN HYUN AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
6.2 APPOINT MR. LEE, MAN WOO AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT C OMMITTEE MEMBER
6.3 APPOINT MR. SOH, SOON MOO AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
6.4 APPOINT MR. KIM, BYONG KYUN AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDI T COMMITTEE MEMBER
6.5 APPOINT MR. LEE, KYUNG JAE AS AN OUTSIDER DIRECTOR Management For
WHO WILL SERVE AS THE AUDIT COMMITTEE MEMBER
7. APPROVE THE CAP ON THE REMUNERATION OF DIRECTORS Management For
8. AMEND THE REGULATION ON PAYMENT OF RETIREMENT Management For
ALLOWANCES OF EXECUTIVE DIRECTOR S
9. AMEND THE REGULATION ON PAYMENT OF RETIREMENT Management For
ALLOWANCES OF MANAGED OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
SSANGYONG MOTOR CO AGM Meeting Date: 03/19/2004
Issuer: Y8146D102 ISIN: KR7003620002
SEDOL: 6276162
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management For
2. AMEND THE ARTICLES OF INCORPORATION Management Against
3. ELECT THE AUDITOR S COMMITTEE MEMBER Management For
4. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK AGM Meeting Date: 03/23/2004
Issuer: Y4822W100 ISIN: KR7060000007
SEDOL: 6419365
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT Management For
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPOINT THE DIRECTORS Management For
4. APPOINT THE CANDIDATE FOR AUDIT COMMITTEE Management For
5. APPROVE THE ENDOWMENT OF STOCK OPTION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SIAM CEMENT PUBLIC CO LTD (FORMERLY SIAM CEMENT CO LTD) AGM Meeting Date: 03/24/2004
Issuer: Y7866P147 ISIN: TH0003010Z12
SEDOL: 6609906, 7583537
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MINUTES OF THE AGM NO.10 Management For
2. APPROVE THE COMPANY S OPERATION RESULTS FOR THE Management For
YEAR 2003 AND THE BALANCE SHEE T AND THE PROFIT
AND LOSS STATEMENT FOR THE FYE 31 DEC 2003
3. APPROVE THE ALLOCATION OF PROFITS FOR 2003 Management For
4. ELECT THE DIRECTORS IN REPLACEMENT FOR THE DIRECTORS Management For
WHO ARE DUE TO RETIRE BY ROTATION
5. APPOINT THE AUDITOR AND DETERMINE THE AUDITOR Management For
S REMUNERATION FOR THE YEAR 2004
6. APPROVE THE AMENDMENT TO THE COMPANY S REGULATIONS Management For
IN 3 TOPICS: A) TO AMEND TH E COMPANY S REGULATIONS
REGARDING THE DIRECTORS BONUS PAYMENT ORDER
TO COMPLY WITH THE ADJUSTMENT OF THE BONUS PAYMENT
AND REMUNERATION FOR DIRECTORS; B) T O AMEND
THE COMPANY S REGULATIONS REGARDING THE AUTHORIZED
SIGNATORIES LEGALLY BINDING THE COMPANY WITH
THE COMPANY S COMMON SEAL ON; AND C) TO AMEND
THE CO MPANY S REGULATIONS REGARDING THE CONNECTED
TRANSACTIONS OF THE LISTED COMPANI ES TO COMPLY
WITH THE NOTIFICATION OF THE STOCK EXCHANGE OF
THAILAND GOVERNING THE ENTERING INTO THE DISCLOSURE
OF INFORMATION AND ACT OF LISTED COMPANIES C
ONCERNING THE CONNECTED TRANSACTIONS 2003
7. APPROVE TO ADJUST THE RATE OF THE BONUS PAYMENT Management For
AND THE REMUNERATION FOR DIREC TORS
8. OTHER BUSINESS (IF ANY Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
KANGWON LAND INC AGM Meeting Date: 03/30/2004
Issuer: Y4581L105 ISIN: KR7035250000
SEDOL: 6418254, 6683449
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT / KRW 320 PER Management For
1 COMMON SHARE
2. APPROVE THE DISMISSAL OF MR. CHANG-SUK HAN AND Management For
MR. JEONG-RYANG KIM AS DIRECTOR S
3. ELECT THE AUDITORS Management Against
4. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
5. APPROVE THE REMUNERATION LIMIT FOR THE AUDITORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KOREA EXCHANGE BANK AGM Meeting Date: 03/30/2004
Issuer: Y48585106 ISIN: KR7004940003
SEDOL: 6495042
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management For
2. APPROVE THE KOREA EXCHANGE BANK CREDIT SERVICE Management For
S FINANCIAL STATEMENTS
3. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION
4.1 ELECT MR. RICHARD F. WACKER AS A DIRECTOR Management For
4.2 ELECT MR. ELLIS SHORT AS A DIRECTOR Management For
4.3 ELECT MR. STEVEN LEE AS A DIRECTOR Management For
4.4 ELECT MR. WHEO-WON YU AS A DIRECTOR Management For
4.5 ELECT MR. MICHEAL D. THOMSON AS A DIRECTOR Management For
4.6 ELECT MR. KLAUS M. PATIG AS A DIRECTOR Management For
4.7 ELECT MR. HEE-SUN YU AS A DIRECTOR Management For
4.8 ELECT MR. SU-GIL LEE AS A DIRECTOR Management For
5.1 ELECT MR. STEVEN LEE AS A AUDIT COMMITTEE MEMBER Management Against
5.2 ELECT MR. WHEO-WON YU AS A AUDIT COMMITTEE MEMBER Management Against
5.3 ELECT MR. SU-GIL LEE AS A AUDIT COMMITTEE MEMBER Management Against
6. APPROVE THE STOCK OPTION FOR THE STAFF Management For
- ------------------------------------------------------------------------------------------------------------------------------------
HONG KONG EXCHANGES AND CLEARING LTD AGM Meeting Date: 03/31/2004
Issuer: Y3506N105 ISIN: HK0388009489
SEDOL: 4062493, 6267359
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS FOR Management For
YE 31 DEC 2003 TOGETHER WITH REPO RTS OF THE
DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND Management For
3. DECLARE A SPECIAL DIVIDEND Management For
4.1 ELECT MR. JOHN ESTMOND STRICKLAND AS A DIRECTOR Management For
4.2 ELECT MR. WONG SI HUNG OSCAR AS A DIRECTOR Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF HKEX, PURSUANT TO Management Against
SECTION 57B OF THE COMPANIES ORDI NANCE, TO ALLOT,
ISSUE AND DEAL WITH ADDITIONAL SHARES OF HKD
1.00 EACH IN THE CAPITAL OF HKEX AND TO MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS INCLUDIN
G BONDS, WARRANTS AND DEBENTURES CONVERTIBLE
INTO SHARES OF HKEX , SUBJECT TO AND IN ACCORDANCE
WITH THE REQUIREMENTS OF THE RULES GOVERNING
THE LISTING OF SECURITIES ON THE STOCK EXCHANGE,
DURING AND AFTER THE RELEVANT PERIOD, NOT EX
CEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE
DATE OF PASSING THIS RESOLUTION, OTHERWISE THAN
PURSUANT TO I) A RIGHTS ISSUE; OR II) AN ISSUE
OF SHARES AS SCRIP DIVIDEND PURSUANT TO THE A
RTICLES OF ASSOCIATION OF HKEX FROM TIME TO TIME;
III) EXERCISE OF RIGHTS OR S UBSCRIPTION OR CONVERSION
UNDER THE TERMS OF ANY WARRANT OR OTHER SECURITIES
I SSUED BY THE COMPANY CARRYING A RIGHT TO SUBSCRIBE
FOR OR PURCHASE SHARES IN T HE COMPANY; III)
AN ISSUE OF SHARES UNDER ANY OPTION SCHEME OF
THE COMPANY OR SIMILAR ARRANGEMENT; IV) AN ISSUE
OF SHARES IN HKEX UPON THE EXERCISE OF THE S
UBSCRIPTION RIGHTS ATTACHING TO ANY WARRANTS
ISSUED BY HKEX PROVIDED THAT THE ISSUE OF SUCH
WARRANTS; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF TH E NEXT AGM OF HKEX OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM O F HKEX
IS REQUIRED BY LAW TO BE HELD
6.B AUTHORIZE THE DIRECTORS TO REPURCHASE SHARES Management For
OF HKEX ON THE STOCK EXCHANGE OF HONG KONG LIMITED
STOCK EXCHANGE OR ANY OTHER STOCK EXCHANGE
ON WHICH THE SE CURITIES OF THE COMPANY MAY BE
LISTED AND RECOGNIZED BY THE SECURITIES AND FUT
URES COMMISSION AND THE STOCK EXCHANGE FOR THIS
PURPOSE, DURING THE RELEVANT P ERIOD, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND/OR REQUIREMEN TS OF THE RULES GOVERNING THE
LISTING OF SECURITIES ON THE STOCK EXCHANGE OR
A NY OTHER STOCK EXCHANGE, NOT EXCEEDING 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF HKEX AT THE DATE OF PASSING
THIS RESOLUTION; AUTH ORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF HKEX IS REQUIRED BY THE LAW TO
BE HELD
6.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
6.I AND 6.II, TO EXTEND T HE GENERAL MANDATE
GRANTED TO THE DIRECTORS OF THE COMPANY TO ALLOT,
ISSUE AND DEAL WITH ADDITIONAL SHARES, PURSUANT
TO RESOLUTION 6.I BY ADDING THERETO AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE C OMPANY REPURCHASED
BY HKEX PURSUANT TO RESOLUTION 6.II, PROVIDED
THAT SUCH AMO UNT DOES NOT EXCEED 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CA PITAL OF THE COMPANY AT THE DATE OF PASSING
THIS RESOLUTION
6.D APPROVE THAT A REMUNERATION OF HKD 100,000 BE Management For
PAID TO EACH OF THE NON-EXECUTIV E DIRECTORS
OF HKEX AT THE CONCLUSION OF THE NEXT AGM OF
HKEX FOR THE PERIOD F ROM THE CONCLUSION OF THIS
MEETING TO THE CONCLUSION OF THE NEXT AGM OF
HKEX, PROVIDED THAT SUCH REMUNERATION BE PAID
IN PROPORTION TO THE PERIOD OF SERVICE IN THE
CASE IF A DIRECTOR WHO HAS NOT SERVED THE ENTIRE
PERIOD
6.E APPROVE, CONDITIONAL UPON: A) THE PASSING OF Management Against
RESOLUTION 3; B) THE PER SHARE AM OUNT OF SUCH
SPECIAL CASH DIVIDEND PAYABLE TO SHAREHOLDERS
OF HKEX BEING NOT L ESS THAN 2% OF THE CLOSING
PRICE OF THE SHARES OF HKEX ON THE STOCK EXCHANGE
A S STATED IN THE STOCK EXCHANGE S DAILY QUOTATIONS
SHEET ON THE DAY THE ANNOUNC EMENT OF THE PROPOSAL
TO PAY SUCH SPECIAL CASH DIVIDEND IS PUBLISHED
IN HONG K ONG NEWSPAPERS OR, IF SUCH DAY IS NOT
A TRADING DAY, THE FIRST TRADING DAY THE REAFTER;
AND C) OBTAINING THE CONSENT OF THE RELEVANT
OPTION HOLDER, TO I) THA T THE SUBSCRIPTION PRICE
PER SHARE PRE-LISTING OPTION SUBSCRIPTION PRICE
AND THE CONTRACT SIZE FOR THE UNEXERCISED PORTION
OF EACH OPTION THAT HAS BEEN GR ANTED UNDER THE
PRE-LISTING SHARE OPTION SCHEME PRE-LISTING
SHARE OPTION SCHE ME OF HKEX ADOPTED ON 31 MAY
2000 BUT NOT FULLY EXERCISED ON THE DATE OF PASS
ING OF THIS RESOLUTION AND II) THE SUBSCRIPTION
PRICE PER SHARE POST-LISTING OPTION SUBSCRIPTION
PRICE AND THE CONTRACT SIZE FOR THE UNEXERCISED
PORTION O F EACH OPTION THAT HAS BEEN GRANTED
UNDER THE SHARE OPTION SCHEME POST LISTIN G
SHARE OPTION SCHEME OF HKEX ADOPTED ON 31 MAY
2000 AND AMENDED ON 17 APR 20 02 BUT NOT FULLY
EXERCISED ON THE DATE OF PASSING OF THIS RESOLUTION,
BE ADJUS TED AS PRESCRIBED; AND FOR THE AVOIDANCE
OF ANY DOUBT, ANY REFUSAL TO GIVE CON SENT ON
THE PARTY OF AN OPTION HOLDER SHALL NOT AFFECT
THE ADJUSTMENT OF THE P RE-LISTING OPTION SUBSCRIPTION
PRICE, THE POST-LISTING SUBSCRIPTION PRICE AND/
OR THE CONTRACT SIZE IN ACCORDANCE WITH THIS
RESOLUTION IN RELATION TO THE OPT IONS HELD BY
OTHER OPTION HOLDERS WHO CONSENT TO SUCH ADJUSTMENT
S.6.F APPROVE, SUBJECT TO THE WRITTEN APPROVAL OF THE Management For
SECURITIES AND FUTURES COMMISS ION PURSUANT TO
SECTION 67 OF THE SECURITIES AND FUTURES ORDINANCE,
TO: A) AME ND ARTICLE 2 OF THE ARTICLES OF ASSOCIATION
OF HKEX BY ADDING A NEW DEFINITION ; B) DELETE
ARTICLE 70(1) OF THE ARTICLES OF ASSOCIATION
OF HKEX AND REPLACE I T WITH A NEW ARTICLE 70(1);
C) ADD A NEW ARTICLE 79A; D) DELETING ARTICLE
90(2 )(B) OF THE ARTICLES OF ASSOCIATION AND
REPLACING IT WITH A NEW ARTICLE 90(2)( B); E)
DELETE ARTICLE 94(1) OF THE ARTICLES OF ASSOCIATION
OF HKEX AND REPLACI NG IT WITH A NEW ARTICLE
94(1); F) DELETING ARTICLE 95(H) OF THE ARTICLES
OF A SSOCIATION OF HKEX AND REPLACING IT WITH
A NEW ARTICLE 95(H); AND G) DELETE AR TICLE 101(7)
TO (10) OF THE ARTICLES OF ASSOCIATION OF HKEX
AND REPLACING IT W ITH A NEW ARTICLE 101 (7)
TO (10)
* PLEASE NOTE THAT IN ORDER TO SELECT WHICH TWO Non-Voting Non-Vote Proposal
CANDIDATES WILL BE ELECTED DIREC TORS, THE RESOLUTIONS
THEMSELVES CONTAIN A METHOD OF DETERMINING SUPPORT
FOR A CANDIDATE. EACH RESOLUTION FOR THE APPOINTMENT
OF DIRECTOR TO BE PROPOSED AT THE AGM WILL PROVIDE
AS FOLLOWS: THAT SUBJECT TO THE NUMBER OF NET
VOTES CAST IN RELATION TO THIS RESOLUTION (NET
VOTES BEING VOTES CAST IN FAVOUR MINUS VOT ES
CAST AGAINST THIS RESOLUTION) BEING AMONG THE
TWO HIGHEST NUMBER OF NET VOT ES CAST ON EACH
OF THE RESOLUTIONS FOR THE APPOINTMENT OF A PERSON
AS A DIRECT OR OF THE COMPANY AT THE AGM TO BE
HELD ON 31MAR2004, (NAME OF CANDIDATE) BE A ND
IS HEREBY APPOINTED AS DIRECTOR OF THE COMPANY
WITH EFFECT FROM THE CONCLUS ION OF THE AGM,
PROVIDED THAT IF ANY TWO OR MORE OF SUCH RESOLUTIONS
RECORD TH E SAME NUMBER OF NET VOTES (THE TIED
RESOLUTONS ), THE RANKING OF THE TIED RE SOLUTIONS
FROM HIGHEST TO LOWEST NUMBER OF NET VOTES SHALL
BE DETERMINED BY TH E DRAWING OF LOTS BY THE
CHAIRMAN OF THE MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
KASIKORNBANK PUBLIC COMPANY LIMITED OGM Meeting Date: 04/02/2004
Issuer: Y4591R118 ISIN: TH0016010017
SEDOL: 5568967, 6888794, 6890670
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO ADOPT THE MINUTES OF THE AGM NO. 91 Management For
ON 03 APR 2003
2. ACKNOWLEDGE THE BOARD OF DIRECTORS REPORT OF Management For
THE YEAR 2003 OPERATION
3. APPROVE THE BALANCE SHEET AND THE PROFIT AND Management For
LOSS ACCOUNT FOR THE YE 31 DEC 20 03 AND ACKNOWLEDGE
THE OMISSION OF DIVIDEND PAYMENT
4. APPROVE TO COMPENSATE ACCUMULATED LOSSES Management For
5. ELECT DIRECTORS TO REPLACE THE DIRECTORS WHO Management For
RETIRE BY ROTATION
6. AMEND THE FIRST PARAGRAPH OF ARTICLE 9, ARTICLE Management For
17, FIRST PARAGRAPH OF ARTICLE 18, AND ARTICLE
19 OF THE BANK S ARTICLES OF ASSOCIATION
7. APPROVE THE NAMES AND NUMBER OF DIRECTORS WHO Management For
HAVE THE SIGNING AUTHORITY
8. APPOINT THE AUDITOR AND FIX THE AUDITOR S REMUNERATION Management For
9. AMEND CLAUSE 4 OF THE BANK S MEMORANDUM OF ASSOCIATION Management For
TO CONFORM TO THE FACT THAT THE BANK NO LONGER
HAS ANY PREFERRED SHARES DUE TO THE CONVERSION
OF ALL PREFERRED SHARES INTO ORDINARY SHARES
10. APPROVE TO REDUCE THE REGISTERED CAPITAL OF THE Management For
BANK AND AMEND CLAUSE 4 OF THE BANK S MEMORANDUM
OF ASSOCIATION
11. APPROVE TO INCREASE THE REGISTERED CAPITAL OF Management For
THE BANK AND AMEND CLAUSE 4 OF T HE BANK S MEMORANDUM
OF ASSOCIATION
12. TRANSACT ANY OTHER BUSINESS Other Against
* PLEASE NOTE THAT THE SPLIT AND PARTIAL VOTING Non-Voting Non-Vote Proposal
ARE ALLOWED. THANK YOU
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting Non-Vote Proposal
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
TATA MOTORS LTD EGM Meeting Date: 04/08/2004
Issuer: Y85740143 ISIN: INE155A01014
SEDOL: 6101509
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE BOARD OF DIRECTORS BOARD , IN Management For
ACCORDANCE WITH THE PROVISIONS OF SECTION 81
AND OTHER APPLICABLE PROVISIONS, IF ANY, THE
COMPANIES ACT, 1956 ACT AND SUBJECT TO SUCH
OTHER CONSENTS AND APPROVALS AS MAY BE NECESSARY
AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS
AS MAY BE CONSIDERED NECESSARY BY THE BOARD,
TO OFFER, ISSUE AND ALLOT IN ONE OR MORE TRANCHES,
IN THE COURSE O F AN INTERNATIONAL OFFERING(S)
TO FOREIGN INVESTORS, INCLUDING FOREIGN INSTITU
TIONS, NON-RESIDENT INDIANS, CORPORATE BODIES,
MUTUAL FUNDS, BANKS, INSURANCE COMPANIES, PENSION
FUNDS, INDIVIDUALS OR OTHERWISE, WHETHER SHAREHOLDERS
OF TH E COMPANY OR NOT, THROUGH A PUBLIC ISSUE
AND/OR ON A PRIVATE PLACEMENT BASIS, DEBENTURES
WHETHER FULLY OR PARTIALLY CONVERTIBLE, SECURITIES
LINKED TO ORDINA RY SHARES, FOREIGN CURRENCY
CONVERTIBLE BONDS, ORDINARY SHARES THROUGH DEPOSIT
ORY RECEIPTS AND OR BONDS WITH SHARE WARRANTS
ATTACHED SECURITIES , THE TOTAL AMOUNT RAISED
VIA THEM NOT EXCEEDING INR 2250 CRORES OR USD
500 MILLION OR TH EREABOUT; AUTHORIZE THE BOARD,
IN TERMS ON SECTION 293(1)(A) AND OTHER APPLICA
BLE PROVISIONS, IF ANY, OF THE ACT, TO SECURE,
IF NECESSARY ALL OR ANY OF THE SECURITIES TO
BE ISSUED, BY THE CREATION OF A MORTGAGE AND/OR
CHARGE ON THE CO MPANY S MOVABLE OR IMMOVABLE
ASSETS, BOTH PRESENT AN FUTURE AND IN SUCH FORM
A ND MANNER AND ON SUCH TERMS AS MAY BE DEEMED
APPROPRIATE BY THE BOARD; AND AUT HORIZE THE
BOARD TO DETERMINE THE FORM, TERM AND TIMING
OF THE ISSUE(S) AND TH E VARIOUS ASPECTS RELATED
TO THE ISSUE(S) AND MAKE SUCH AMENDMENTS AND/OR
MODI FICATIONS AS MAY BE REQUIRED BY THE AUTHORITIES
INVOLVED IN SUCH ISSUE(S) IN I NDIA AND/OR ABROAD
AND TO DO ALL SUCH ACTS AND THINGS AND SETTLE
ANY QUESTIONS OR DIFFICULTIES THAT MAY ARISE
IN REGARD TO THE ISSUE(S)
- ------------------------------------------------------------------------------------------------------------------------------------
PTT PUBLIC COMPANY LIMITED AGM Meeting Date: 04/09/2004
Issuer: Y6883U113 ISIN: TH0646010015
SEDOL: 6420390, 7664379
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CERTIFY THE MINUTES OF THE 2003 SHAREHOLDERS Management For
AGM HELD ON 29,20 APR 2003
2. APPROVE PTT S 2003 OPERATING RESULTS Management For
3. APPROVE THE AUDITED BALANCE SHEET AND INCOME Management For
STATEMENT FOR THE YE 31 DEC 2003
4. APPROVE THE ANNUAL NET PROFIT ALLOCATION AND Management For
DIVIDEND PAYMENT
5. APPOINT THE NEW DIRECTORS TO REPLACE THE DIRECTORS Management For
WHO ARE DUE TO RETIRE BY RO TATION
6. DETERMINE THE REMUNERATION FOR PTT S BOARD OF Management For
DIRECTORS FOR 2004
7. APPOINT THE AUDITOR; AND DETERMINE ITS REMUNERATION Management For
8. TRANSACT ANY OTHER BUSINESS (IF ANY) Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
COMMERCE ASSET-HOLDING BHD AGM Meeting Date: 04/19/2004
Issuer: Y16902101 ISIN: MYL1023OO000
SEDOL: 6075745
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2003 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FIRST AND FINAL DIVIDEND OF 5.0 SEN Management For
LESS INCOME TAX AND SPECIAL DIVI DEND OF 5.0
SEN LESS INCOME TAX FOR THE YE 31 DEC 2003 AS
RECOMMENDED BY THE D IRECTORS PAYABLE ON 12 MAY
2004 TO SHAREHOLDERS REGISTERED IN THE COMPANY
S BO OKS AT THE CLOSE OF BUSINESS ON 26 APR 2004
3. RE-ELECT MR. TAN SRI DATUK ASMAT KAMALUDIN AS Management For
A DIRECTORS, WHO RETIRES IN ACCO RDANCE WITH
THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. EN MOHD SALLEH MAHMUD AS A DIRECTORS, Management For
WHO RETIRES IN ACCORDANCE W ITH THE COMPANY S
ARTICLES OF ASSOCIATION
5. RE-ELECT DR. ROSLAN A. GHAFFAR AS A DIRECTORS, Management For
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S
ARTICLES OF ASSOCIATION
6. APPROVE THE PAYMENT OF THE DIRECTORS FEES AMOUNTING Management For
TO MYR 60,000 PER DIRECTO R PER ANNUM IN RESPECT
OF THE YE 31 DEC 2003
7. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
132D OF THE COMPANIES ACT, 1965, TO ISSUE SHARES
IN THE COMPANY AT ANY TIME UNTIL THE CONCLUSION
OF THE NEXT AG M AND UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AS THE DIRECTORS MA Y 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 COM PANY FOR THE TIME BEING, SUBJECT ALWAYS
TO THE APPROVAL OF ALL THE RELEVANT RE GULATORY
BODIES BEING OBTAINED FOR SUCH ALLOTMENT AND ISSUE
9. AUTHORIZE THE COMPANY, SUBJECT TO THE COMPANIES Management For
ACT, 1965 AS MAY BE AMENDED, MODIFIED OR RE-ENACTED
FROM TIME TO TIME , THE COMPANY S ARTICLES
OF ASSOCIA TION AND THE REQUIREMENTS OF THE MALAYSIA
SECURITIES EXCHANGE BERHAD MSEB AN D APPROVALS
OF ALL RELEVANT GOVERNMENTAL AND/OR REGULATORY
AUTHORITIES, TO PUR CHASE SUCH NUMBER OF ORDINARY
SHARES OF MYR 1.00 EACH IN THE COMPANY AS MAY
BE DETERMINED BY THE BOARD OF DIRECTORS OF THE
COMPANY FROM TIME TO TIME THROUGH THE MSEB UPON
SUCH TERMS AND CONDITIONS AS THE BOARD OF DIRECTORS
MAY DEEM FI T AND EXPEDIENT IN THE INTEREST OF
THE COMPANY PROVIDED THAT THE AGGREGATE NUM BER
OF ORDINARY SHARES PURCHASED AND/OR HELD PURSUANT
TO THIS RESOLUTION DOES NOT EXCEED 10% OF THE
TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF THE
COMPANY AT ANY POINT IN TIME AND AN AMOUNT NOT
EXCEEDING THE TOTAL RETAINED PROFITS OF A PPROXIMATELY
MYR 641.4 MILLION AND/OR SHARE PREMIUM ACCOUNT
OF APPROXIMATELY M YR 1,786.7 MILLION OF THE
COMPANY BASED ON THE AUDITED FINANCIAL STATEMENTS
FO R THE FYE 31 DEC 2003 BE ALLOCATED BY THE
COMPANY FOR THE PROPOSED SHARES BUY- BACK AND
APPROVE THAT THE ORDINARY SHARES OF THE COMPANY
TO BE PURCHASED ARE P ROPOSED TO BE CANCELLED
AND/OR RETAINED AS TREASURY SHARES AND SUBSEQUENTLY
BE CANCELLED, DISTRIBUTED AS DIVIDENDS OR RE-SOLD
ON THE MSEB AND AUTHORIZE THE BOARD OF DIRECTORS
OF THE COMPANY TO DO ALL ACTS AND THINGS TO GIVE
EFFECT TO THE PROPOSED SHARES BUY-BACK; AUTHORITY
EXPIRES UNTIL THE CONCLUSION OF THE N EXT AGM
OF CAHB IN 2005 OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM AFTER THAT DATE IS
REQUIRED BY LAW TO BE HELD; OR WHICHEVER IS THE
EARLIE R BUT NOT SO AS TO PREJUDICE THE COMPLETION
OF PURCHASES BY THE COMPANY BEFORE THE AFORESAID
EXPIRY DATE AND, IN ANY EVENT, IN ACCORDANCE
WITH THE PROVISION S OF THE GUIDELINES ISSUED
BY THE MSEB AND/OR ANY OTHER RELEVANT AUTHORITIES
- ------------------------------------------------------------------------------------------------------------------------------------
CLP HOLDINGS LTD AGM Meeting Date: 04/22/2004
Issuer: Y1660Q104 ISIN: HK0002007356
SEDOL: 5544978, 6097017
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL AND A SPECIAL FINAL DIVIDEND Management For
3. ELECT THE DIRECTORS Management For
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
S.5 AMEND THE COMPANY S ARTICLES OF ASSOCIATION BY: Management For
(A) DELETING FEW WORDS IN ARTI CLE 76(B); (B)
ADDING A NEW ARTICLE 76(C) AFTER ARTICLE 76(B);
(C) DELETING FE W LINES IN ARTICLE 91; (D) ADDING
A FEW WORDS IN ARTICLE 94; (E) DELETING THE FIRST
SENTENCE IN ARTICLE 97(A); (F) DELETING THE 2ND
LINE IN ARTICLE 97(A); ( G) DELETING ARTICLE
97(B) AND REPLACING IT WITH A NEW ARTICLE 97(B);
(H) ADDIN G A FEW WORDS IN ARTICLE 97(C); (I)
DELETING A FEW WORDS IN ARTICLE 97(D); (J) DELETING
A FEW WORDS IN ARTICLE 97(E); (K) DELETING A
FEW WORDS IN ARTICLE 10 3; (L) DELETING A FEW
WORDS IN ARTICLE 106; (M) DELETING A FEW WORDS
IN ARTICL E 110; (N) DELETING A FEW WORDS IN
ARTICLE 112(A); (O) DELETING ARTICLE 112(B) AND
REPLACING IT WITH A NEW ONE;
6. APPROVE THAT THE EXECUTIVE DIRECTORS ENTER INTO Management For
THE ROTATION OF DIRECTORS OVER THE COURSE OF
UP TO 3 AGM S IN THE ORDER OF SENIORITY, BEING
ELEGIBLE FOR RE- ELECTIONS
7. RE-ELECT THE EXECUTIVE DIRECTORS Management For
8. APPROVE TO FIX THE REMUNERATION OF THE CHAIRMAN, Management For
THE VICE CHAIRMEN AND THE OTH ER NON-EXECUTIVE
DIRECTORS AT THE SUM OF HKD 280,000, HKD 220,000
AND HKD 200, 000 EACH RESPECTIVELY FOR EACH FY,
EFFECTIVE 01 JUL 2004 AND PAYABLE ON A PRO RATE
BASIS FOR THE FYE 31 DEC 2004; APPROVE TO PAY
ADDITIONAL REMUNERATION TO NON-EXECUTIVE DIRECTORS
WHO SERVE ON THE BOARD COMMITTEES OF THE COMPANY
AS P RESCRIBED , FOR EACH FY, EFFECTIVE 01 JUL
2004 AND PAYABLE ON A PRO RATE BASIS FOR THE
FYE 31 DEC 2004
9. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGRE
GATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL
OF THE COMPANY OTHERWISE THAN PURSUANT TO: I)
A RIGHTS ISSUE; OR II) THE EXERCISE OF ANY SHARE
OPTION SCHEME OR SIMILAR ARRANGEMENT; OR III)
ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; A
UTHORITY 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
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
SHARES OF HKD 0.55 EACH I N THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, IN ACCORDANCE
WITH AL L THE APPLICABLE LAWS AND THE REQUIREMENTS
OF RULES GOVERNING THE LISTING OF S ECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORI TY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY OR THE EXPI RATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS TO BE HELD BY LAW
11. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
9 AND 10, TO ADD THE AGGR EGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE CO MPANY PURSUANT TO RESOLUTION 9, TO
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE C APITAL
OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT
TO RESOLUTION 10
- ------------------------------------------------------------------------------------------------------------------------------------
HANG SENG BANK LTD AGM Meeting Date: 04/22/2004
Issuer: Y30327103 ISIN: HK0011000095
SEDOL: 5687118, 6408374
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE STATEMENT OF ACCOUNTS Management For
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. ELECT THE DIRECTORS Management For
3. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
4. APPOINT A MANAGING DIRECTOR Management For
5. AUTHORIZE THE DIRECTORS TO REPURCHASE SHARES Management For
UP TO 10% OF THE ISSUED SHARE CAP ITAL
6. AUTHORIZE THE DIRECTORS TO ISSUE ADDITIONAL SHARES Management Against
NOT EXCEEDING IN AGGREGATE, EXCEPT IN CERTAIN
SPECIFIC CIRCUMSTANCES SUCH AS PURSUANT TO A
RIGHTS ISSUE O R SCRIP DIVIDEND SCHEME, 20% OF
THE ISSUED SHARE CAPITAL 5% WHERE THE SHARES
ARE TO BE ALLOTTED WHOLLY FOR CASH
- ------------------------------------------------------------------------------------------------------------------------------------
KEPPEL CORPORATION LTD AGM Meeting Date: 04/28/2004
Issuer: V53838112 ISIN: SG1E04001251
SEDOL: 0490515, 5683741, 6490263
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTOR S REPORT AND THE Management For
AUDITED ACCOUNTS FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND 22% OR 11 CENTS PER Management For
SHARE LESS TAX FOR THE YE 31 DEC 2003
3. RE-ELECT MR. CHOO CHIAU BENG AS A DIRECTOR OF Management For
THE COMPANY PURSUANT TO SECTION 81C OF THE COMPANY
S ARTICLES OF ASSOCIATION, WHO RETIRES IN ACCORDANCE
WITH S ECTION 81B OF THE COMPANY S ARTICLES OF
ASSOCIATION
4. RE-ELECT MR. LIM HOCK SAN AS A DIRECTOR OF THE Management For
COMPANY PURSUANT TO SECTION 81C OF THE COMPANY
S ARTICLES OF ASSOCIATION, WHO RETIRES IN ACCORDANCE
WITH SECT ION 81B OF THE COMPANY S ARTICLES OF
ASSOCIATION
5. RE-ELECT TSAO YUAN MRS. LEE SOO ANN AS A DIRECTOR Management For
OF THE COMPANY PURSUANT TO S ECTION 81C OF THE
COMPANY S ARTICLES OF ASSOCIATION, WHO RETIRES
IN ACCORDANCE WITH SECTION 81B OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. LEUNG CHUN YING AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES IN ACCO RDANCE WITH
SECTION 81A(1) OF THE COMPANY S ARTICLES OF ASSOCIATION
7. APPROVE THE DIRECTORS FEES OF SGD 492,000 FOR Management For
THE YE 31 DEC 2003
8. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
9. AUTHORIZE THE DIRECTORS OF THE COMPANY TO MAKE Management For
MARKET PURCHASES OF UP TO 10% O F THE ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY AT A PRICE
NOT EXCEEDING TH E MAXIMUM PRICE AS PRESCRIBED
; AUTHORITY EXPIRES THE EARLIER OF THE NEXT
AG M OF THE COMPANY OR DATE AT WHICH IT IS REQUIRED
BY LAW TO BE HELD
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50 AND ARTICLE
48A OF THE COMPANY S ARTICLES OF ASSOCIATION
AND THE LISTING M ANUAL OF THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED SGX-ST , TO ALLOT
AND ISSUE SHARES IN THE COMPANY BY WAY OF RIGHTS,
BONUS OR OTHERWISE , THE AG GREGATE 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 THA N ON
A PRO-RATA BASIS TO THE EXISTING SHAREHOLDERS
OF THE COMPANY DOES NOT EXC EED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE
OF ISSUE D SHARE CAPITAL SHALL BE CALCULATED
BASED ON THE COMPANY S ISSUED SHARE CAPITA L
AT THE DATE OF PASSING OF THIS RESOLUTION AFTER
ADJUSTING FOR NEW SHARES ARI SING FROM THE CONVERSION
OF CONVERTIBLE SECURITIES OR EMPLOYEE SHARE OPTIONS
O N ISSUE AND ANY SUBSEQUENT CONSOLIDATION OR
SUBDIVISION OF SHARES; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE DA TE OF THE NEXT AGM OF THE
COMPANY AS REQUIRED BY LAW
11. AUTHORIZE THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED Management For
COMPANIES OR ANY ONE OF THEM, FOR THE PURPOSES
OF CHAPTER 9 OF THE LISTING MANUAL OF THE SGX-ST,
TO E NTER INTO ANY SUCH TRANSACTIONS FALLING
WITHIN THE CATEGORIES OF INTERESTED PE RSON TRANSACTIONS
WITH ANY PARTY WHO FALLS WITHIN THE CLASSES OF
INTERESTED PE RSONS PROVIDED THAT SUCH TRANSACTIONS
ARE CARRIED OUT AT ARM S LENGTH AND ON NORMAL
COMMERCIAL TERMS AND AUTHORIZE THE DIRECTORS
AND THE AUDIT COMMITTEE T O DO ALL SUCH ACTS
AND THINGS DEEMED NECESSARY INCLUDING EXECUTING
SUCH DOCUM ENTS AS MAY BE REQUIRED TO GIVE EFFECT
TO THIS MANDATE AND/OR RESOLUTION; AU THORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY O R THE DATE OF THE NEXT
AGM OF THE COMPANY AS REQUIRED BY LAW
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
KEPPEL CORPORATION LTD EGM Meeting Date: 04/28/2004
Issuer: V53838112 ISIN: SG1E04001251
SEDOL: 0490515, 5683741, 6490263
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THE PROPOSED CAPITAL DISTRIBUTION OF Management For
SGD 110,117,000 AND SGD 32,163,14 6.26 FROM THE
SPECIAL RESERVE AND SHARE PREMIUM ACCOUNT RESPECTIVELY,
THE SUM SHALL BE RETURNED TO THE SHAREHOLDERS
IN SGD 0.18 IN CASH FOR EACH ISSUE AND F ULLY
PAID ORDINARY SHARES OF PAR VALUE SGD 0.50 EACH
IN THE CAPITAL OF THE COM PANY HELD AS ON THE
BOOK CLOSURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
CITY DEVELOPMENTS LTD AGM Meeting Date: 04/29/2004
Issuer: V23130111 ISIN: SG1R89002252
SEDOL: 4189615, 6197928
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FIRST AND FINAL DIVIDEND OF 15% LESS Management For
20% INCOME TAX FOR THE YE 31 DE C 2003 AS RECOMMENDED
BY THE DIRECTORS
3. APPROVE THE DIRECTORS FEES OF SGD 220,000 FOR Management For
THE YE 31 DEC 2003 AND THE AUDI T COMMITTEE FEES
OF SGD 42,500 PER QUARTER FOR THE PERIOD FROM
01 JUL 2004 TO 30 JUN 2005, WITH PAYMENT OF THE
AUDIT COMMITTEE FEES TO BE MADE IN ARREARS AT
THE END OF EACH CALENDAR QUARTER
4.1 RE-ELECT MR. KWEK LENG BENG AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPANY
4.2 RE-ELECT MR. KWEK LENG PECK AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPANY
5.1 RE-APPOINT MR. SIM MIAH KIAN AS A DIRECTOR OF Management For
THE COMPANY UNTIL THE NEXT AGM I N ACCORDANCE
WITH SECTION 153(6) OF THE COMPANIES ACT, CHAPTER
50
5.2 RE-APPOINT MR. TAN I TONG AS A DIRECTOR OF THE Management For
COMPANY UNTIL THE NEXT AGM IN A CCORDANCE WITH
SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50
5.3 RE-APPOINT MR. ONG PANG BOON AS A DIRECTOR OF Management For
THE COMPANY UNTIL THE NEXT AGM I N ACCORDANCE
WITH SECTION 153(6) OF THE COMPANIES ACT, CHAPTER
50
5.4 RE-APPOINT MR. CHEE KENG SOON AS A DIRECTOR OF Management For
THE COMPANY UNTIL THE NEXT AGM IN ACCORDANCE
WITH SECTION 153(6) OF THE COMPANIES ACT, CHAPTER
50
5.5 RE-APPOINT MR. TANG SEE CHIM AS A DIRECTOR OF Management For
THE COMPANY UNTIL THE NEXT AGM I N ACCORDANCE
WITH SECTION 153(6) OF THE COMPANIES ACT, CHAPTER
50
6. RE-APPOINT MESSRS KPMG AS THE AUDITORS AND AUTHORIZE Management For
THE DIRECTORS TO FIX THEI R REMUNERATION
7. TRANSACT ANY OTHER BUSINESS Other Against
8. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
IN ACCORDANCE WITH THE PROV ISIONS OF THE CITY
DEVELOPMENTS SHARE OPTION SCHEME 2001 SCHEME
AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF SHARES IN THE CAPITAL OF THE COMPA
NY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO
THE EXERCISE OF THE OPTIONS GRA NTED UNDER THE
SCHEME PROVIDED THAT THE AGGREGATE NUMBER OF
SHARES TO BE ISSUE D PURSUANT TO THE SCHEME SHALL
NOT EXCEED 8% OF THE ISSUED SHARE CAPITAL OF
TH E COMPANY FROM TIME TO TIME
9. APPROVE THAT THE PURPOSE OF CHAPTER 9 OF THE Management For
LISTING MANUAL OF THE SINGAPORE E XCHANGE SECURITIES
TRADING LIMITED SGX-ST , FOR THE COMPANY, ITS
SUBSIDIARIES AND ITS ASSOCIATED COMPANIES THAT
ARE NOT LISTED ON THE SGX-ST, OR AN APPROVE D
EXCHANGE, OVER WHICH THE COMPANY, ITS SUBSIDIARIES
AND/OR ITS INTERESTED PER SON(S), HAVE CONTROL,
OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS
FA LLING WITHIN THE CATEGORY OF INTERESTED PERSON
TRANSACTIONS, AS SPECIFIED, AU THORITY EXPIRES
THE EARLIER OF THE DATE OF THE NEXT AGM OF THE
COMPANY ; AND T HE DIRECTORS OF THE COMPANY AND
EACH OF THEM BE AUTHORIZED TO COMPLETE AND DO
ALL SUCH ACTS AND THINGS INCLUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQ UIRED AS THEY
OR HE MAY CONSIDER EXPEDIENT OR NECESSARY OR
IN THE INTERESTS O F THE COMPANY TO GIVE EFFECT
TO THE IPT MANDATE AND/OR THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
CITY DEVELOPMENTS LTD EGM Meeting Date: 04/29/2004
Issuer: V23130111 ISIN: SG1R89002252
SEDOL: 4189615, 6197928
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND DECLARE, CONTINGENT UPON THE PASSING Management For
OF ORDINARY RESOLUTIONS AND S .1, A) A ONE-OFF
SPECIAL CASH DIVIDEND OF SGD 0.50 GROSS OR
SGD 0.40 NET AFTER DEDUCTION OF TAX AT THE PREVAILING
RATE OF 20% FOR EACH ORDINARY SHARE OF SGD 0.50
EACH IN THE CAPITAL OF THE COMPANY SHARES HELD
AS AT SUCH TIME A ND DATE AS THE DIRECTORS MAY
IN THEIR ABSOLUTE DISCRETION, DETERMINE BOOKS
CL OSURE DATE , AMOUNTING TO AN AGGREGATE OF
APPROXIMATELY SGD 330.9 MILLION NET AFTER DEDUCTION
OF TAX AT THE PREVAILING RATE OF 20% CASH DIVIDEND
; AND B) AUTHORIZE THE DIRECTORS TO COMPLETE
AND DO ALL ACTS AND THINGS INDUCING EX ECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED IN CONNECTION
WITH THE SPECIAL C ASH DIVIDEND AS THEY MAY
CONSIDER DESIRABLE, NECESSARY OR EXPEDIENT TO
GIVE F ULL EFFECT TO THIS ORDINARY RESOLUTION
AND THE SPECIAL CASH DIVIDEND
2. APPROVE, CONTINGENT UPON THE PASSING OF ORDINARY Management For
RESOLUTIONS 1, 3 AND 4 AND S. 1, A) TO CREATE
AND ISSUE: I) UP TO 82,718,564 BONUS WARRANTS
BONUS WARRANTS FREE TO SHAREHOLDERS OF THE COMPANY
SHAREHOLDERS WITH REGISTERED ADDRESSES IN SINGAPORE,
AS AT THE BOOKS CLOSURE DATE OR WHO HAVE AT LEAST
5 MARKET DAYS AS DEFINED IN ORDINARY RESOLUTION
6 PRIOR TO THE BOOKS CLOSURE DATE, PROVIDE D
TO THE COMPANY OR IN THE CASE OF SHAREHOLDERS
WHOSE SHARES ARE REGISTERED IN THE NAME OF CDP,
TO CDP WITH ADDRESSES IN SINGAPORE FOR THE SERVICE
OF NOTICE S OR DOCUMENTS, TO SUBSCRIBE FOR NEW
SHARES NEW SHARES IN CASH ON THE BASIS OF 1
BONUS WARRANT FOR EVERY 10 SHARES HOLD AS AT
THE BOOKS CLOSURE DATE, FRAC TIONAL ENTITLEMENTS
TO BE DISREGARDED, AT AN EXERCISE PRICE OF SGD
2.50, SUBJE CT TO AND IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THE INSTRUMENT CONSTI
TUTING THE BONUS WARRANTS DEED POLL , SUBJECT
TO INTER ALIA, SUCH ADJUSTMENTS TO THE NUMBER
AND/OR EXERCISE PRICE OF THE BONUS WARRANTS AND
ON SUCH OTHER T ERMS AND CONDITIONS AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT ; AND
II) SUCH FURTHER WARRANTS AS MAY BE REQUIRED
OR PERMITTED TO BE ISSUED I N ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE DEED POLL AND
ANY FURTHER W ARRANTS TO RANK PARI PASSU WITH
THE BONUS WARRANTS AND FOR ALL PURPOSES TO FOR
M PART OF THE SAME SERIES, SAVE AS MAY OTHERWISE
BE PROVIDED IN THE TERMS AND CONDITIONS OF THE
BONUS WARRANTS , PROVIDED THAT NO BONUS WARRANTS
SHALL BE IS SUED TO SHAREHOLDERS WHO DO NOT HAVE
REGISTERED ADDRESSES IN SINGAPORE AS AT T HE
BOOKS CLOSURE DATE AND WHO HAVE NOT AT LEAST
5 MARKET DAYS PRIOR THERETO, P ROVIDED THE COMPANY
OR CDP, AS THE CASE MAY BE, WITH ADDRESSES IN
SINGAPORE FO R SERVICE OF NOTICES AND DOCUMENTS
FOREIGN SHAREHOLDERS , AND THAT THE BONUS WARRANTS
WHICH WOULD OTHERWISE BE ISSUED TO FOREIGN SHAREHOLDERS
SHALL, AT THE DISCRETION OF THE DIRECTORS BE
DISPOSED OF OR DEALT WITH BY THE COMPANY IN SU
CH MANNER END ON SUCH TERMS AND CONDITIONS AS
THE DIRECTORS MAY IN THEIR ABSOL UTE DISCRETION;
AUTHORIZE THE DIRECTORS TO ISSUE SUCH BONUS WARRANTS
TO SUCH P ERSON(S) AS THE DIRECTORS MAY IN THEIR
ABSOLUTE DISCRETION DEEM FIT AS NOMINEE (S) FOR
THE PURPOSE OF DISPOSING OF SUCH BONUS WARRANTS
AND TO POOL AND THEREA FTER DISTRIBUTE THE PROCEEDS,
IF ANY THEREOF AFTER DEDUCTING SIT DEALING AND
OTHER EXPENSES IN CONNECTION THEREWITH PROPORTIONATELY
TO AND AMONG SUCH FORE IGN SHAREHOLDERS IN PROPORTION
TO THEIR RESPECTIVE SHAREHOLDINGS AS AT THE BOO
KS CLOSURE DATE PROVIDED THAT IF THE AMOUNT DISTRIBUTABLE
TO ANY SINGLE FOREIG N SHAREHOLDER IS LESS THAN
SGD 10.00 SUCH AMOUNT SHALL INSTEAD BE RETAINED
FOR THE SOLE BENEFIT OF THE COMPANY OR BE DEALT
WITH AS THE DIRECTORS MAY IN THEI R ABSOLUTE
DISCRETION, DEEM FIT; B) TO ALLOT AND ISSUE
NOTWITHSTANDING THAT T HE ISSUE THEREOF MAY TAKE
PLACE AFTER THE NEXT OR ANY ENSUING GENERAL MEETING
OF THE COMPANY : I) UP TO 82,718,564 NEW SHARES
ARISING FROM THE EXERCISE OF S UBSCRIPTION RIGHTS
UNDER THE BONUS WARRANTS, SUBJECT TO AND IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE DEED POLL,
SUCH NEW SHARES TO BE CREDITED AS FULLY PAID
WHEN ISSUED AND TO RANK PARI PASSU IN ALL RESPECTS
WITH THE THEN EX ISTING SHARES FOR ANY DIVIDENDS,
RIGHTS, ALLOTMENTS OR OTHER DISTRIBUTIONS, TH
E RECORD DATE FOR WHICH FAILS ON OR AFTER THE
RELEVANT DATES OF EXERCISE OF TH E BONUS WARRANTS
SAVE AS MAY OTHERWISE BE PROVIDED IN THE DEED
POLL; AND II) ON THE SAME BASIS AS PARAGRAPH
B(I) OF THIS ORDINARY RESOLUTION, SUCH FURTHER
NEW SHARES AS MAY BE REQUIRED TO BE ALLOTTED
AND ISSUED ON THE EXERCISE OF ANY OF THE WARRANTS
REFERRED TO IN PARAGRAPH (A)(II) OF THIS ORDINARY
RESOLUTION; AND C) TO TAKE SUCH STEPS, MAKE SUCH
AMENDMENTS TO THE TERMS AND CONDITIONS O F THE
BONUS WARRANTS TO BE SET OUT IN THE DEED POLL
INCLUDING BUT NOT LIMITED TO THE EXERCISE PRICE
OF THE BONUS WARRANTS AND EXERCISE SUCH DISCRETION
AS THE DIRECTORS MAY FROM TIME TO TIME IN THEIR
ABSOLUTE DISCRETION DEEM FIT ADVI SABLE OR NECESSARY
IN CONNECTION WITH ANY OR ALL OF THE ABOVE MATTERS
3. APPROVE, THAT CONTINGENT UPON THE PASSING OF Management For
ORDINARY RESOLUTIONS 1, 2 AND 4 A ND S.1, I)
THE CREATION AND ISSUE OF UP TO 330,874,257 NON-REDEEMABLE
CONVERTI BLE NON-CUMULATIVE PREFERENCE SHARES
OF SGD 0.05 EACH PREFERENCE SHARES IN T HE
CAPITAL OF THE COMPANY ON THE TERMS SET OUT IN
ARTICLE 4B OF THE ARTICLES O F ASSOCIATION OF
THE COMPANY; AND II) THE RENOUNCEABLE RIGHTS
ISSUE OF THE PRE FERENCE SHARES RIGHTS ISSUE
: A) TO PROVISIONALLY ALLOT AND ISSUE UP TO 330,8
14,257 PREFERENCE SHARES NOTWITHSTANDING THAT
THE ISSUE THEREOF MAY TAKE PLAC E AFTER THE NEXT
OR ANY ENSUING GENERAL MEETING OF THE COMPANY
ON SUCH TERMS AND CONDITIONS INCLUDING THE
ISSUE PRICE THEREOF AS THE DIRECTORS MAY IN
THE IR ABSOLUTE DISCRETION DEEM FIT BY WAY OF
A RENOUNCEABLE RIGHTS ISSUE ON THE B ASIS OF
2 PREFERENCE SHARES FOR 5 SHARES HELD AS AT THE
BOOKS CLOSURE DATE, FR ACTIONAL ENTITLEMENTS
TO BE DISREGARDED OR OTHERWISE ON SUCH TERMS
AND CONDITI ONS AS THE DIRECTORS MAY IN THEIR
ABSOLUTE DISCRETION, DETERMINE INCLUDING IF
THE DIRECTORS DEEM DESIRABLE THE FOLLOWING TERMS
AND CONDITIONS: I) THAT THE PROVISIONAL ALLOTMENT
OF THE PREFERENCE SHARES SHALL BE MADE ON A RENOUNCEABL
E BASIS TO SHAREHOLDERS WITH REGISTERED ADDRESSEE
IN SINGAPORE AS AT THE BOOKS CLOSURE DATE OR
WHO HAVE 5 MARKET DAYS PRIOR TO THE BOOKS CLOSURE
DATE PROVID ED TO THE COMPANY OR IN THE CASE
OF SHAREHOLDERS WHOSE SHARES ARE REGISTERED I
N THE NAME OF CDP, TO CDP WITH ADDRESSES IN SINGAPORE
FOR THE SERVICE OF NOTIC ES OR DOCUMENTS; II)
THAT NO PROVISIONAL ALLOTMENT OF THE PREFERENCE
SHARES SH ALL BE MADE IN FAVOR OF, AND NO PROVISIONAL
ALLOTMENT LETTER APPLICATION FORMS OR OTHER DOCUMENTS
IN RESPECT THEREOF SHALL BE ISSUED OR SENT TO
FOREIGN SHAR EHOLDERS; AND III) THAT THE ENTITLEMENTS
TO THE PREFERENCE SHARES WHICH WOULD OTHERWISE
ACCRUE TO FOREIGN SHAREHOLDERS SHALL BE DISPOSED
OF OR DEALT WITH BY THE COMPANY IN SUCH MANNER
AND ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION, DETERMINE AND
IN CONNECTION THEREWITH, AUTHO RIZE THE DIRECTORS
TO PROVISIONALLY ALLOT SUCH PREFERENCE SHARES
TO SUCH PERSO N(S) AS THE DIRECTORS MAY IN THEIR
ABSOLUTE DISCRETION DEEM FIT AS NOMINEE(S) FOR
THE PURPOSE OF RENOUNCING THE PROVISIONAL ALLOTMENT
LETTERS OR APPLICATION S FORMS RELATING THERETO
OR DISPOSING OF SUCH ENTITLEMENTS TO PURCHASERS
THERE OF AND TO POOL AND THEREAFTER DISTRIBUTE
THE PROCEEDS, IF ANY THEREOF AFTER D EDUCTING
ALL DEALING AND OTHER EXPENSES IN CONNECTION
THEREWITH PROPORTIONATE LY TO AND AMONG SUCH
FOREIGN SHAREHOLDERS IN PROPORTION TO THEIR RESPECTIVE
SH AREHOLDINGS AS AT THE BOOKS CLOSURE DATE PROVIDED
THAT IF THE AMOUNT DISTRIBUT ABLE TO ANY SINGLE
FOREIGN SHAREHOLDER IS LESS THAN SGD 10.00, SUCH
AMOUNT SHA LL INSTEAD BE RETAINED FOR THE SOLE
BENEFIT OF THE COMPANY OR BE DEALT WITH AS THE
DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM
FIT; B) TO AGGREGATE AND ALLOT THE ENTITLEMENTS
TO THE PREFERENCE SHARES NOT TAKEN UP OR ALLOTTED
FOR A NY REASON OR WHICH REPRESENT FRACTIONAL
ENTITLEMENTS DISREGARDED IN ACCORDANCE WITH THE
TERMS OF THE RIGHTS ISSUE TO SATISFY EXCESS APPLICATIONS
FOR THE PRE FERENCE SHARES OR OTHERWISE TO DISPOSE
OF OR TO DEAL WITH SUCH ENTITLEMENTS TO THE PREFERENCE
SHARES IN SUCH MANNER AND ON SUCH TERMS AND CONDITIONS
AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION
DEEM FIT; C) SUBJECT TO APPLICABLE LAWS, TO TAKE
SUCH STEPS, AS THE DIRECTORS OR AN AUTHORIZED
COMMITTEE THEREOF MAY IN THEIR ABSOLUTE DISCRETION
DEEM FIT TO CONVERT THE PREFERENCE SHARES I NTO
SUCH NUMBER OF SHARES AND TO APPLY THE AMOUNT
STANDING TO THE CREDIT OF AN Y RESERVE ACCOUNTS
INCLUDING THE SHARE PREMIUM ACCOUNT OF THE
COMPANY, AS MA Y BE REQUIRED PURSUANT TO THE
TERMS OF THE PREFERENCE SHARES OR OTHERWISE
NOT WITHSTANDING THAT THE CONVERSION THEREOF
MAY TAKE PLACE AFTER THE NEXT OR ANY ENSUING
GENERAL MEETING OR THE COMPANY , WHEREUPON FROM
THE DATE OF THE CONVER SION, THE RIGHTS ATTACHED
TO SUCH PREFERENCE SHARES SHALL BE ALTERED AND
SUCH PREFERENCE SHARES SHALL CEASE TO HAVE ANY
PREFERENCE OR PRIORITY AS SPECIFIED IN THE ARTICLES
OF ASSOCIATION OF THE COMPANY AND THE SHARES
INTO WHICH THE PR EFERENCE SHARES MAY BE CONVERTED
SHALL BE CREDITED AS FULLY PAID AND RANK PARI
PASSU IN ALL RESPECTS WITH THE SHARES THEN IN
ISSUE, SAVE FOR ANY DIVIDENDS, RIGHTS, ALLOTMENTS
OR OTHER DISTRIBUTIONS THE RECORD DATE FOR WHICH
IS BEFORE THE RELEVANT DATA OF CONVERSION OF
THE PREFERENCE SHARES; AND D) TO TAKE SUCH STEPS,
MAKE SUCH AMENDMENTS TO THE TERMS OF THE RIGHTS
ISSUE AND THE PREFERENC E SHARES AND THE ABOVE
MENTIONED TERMS AND CONDITION INCLUDING BUT
NOT LIMITE D TO AMENDMENTS TO THE ISSUE PRICE
OF THE PREFERENCE SHARES AND EXERCISE SUCH DISCRETION
AS THE DIRECTORS MAY FROM TIME TO TIME IN THEIR
ABSOLUTE DISCRETIO N DEEM FIT, ADVISABLE OR NECESSARY
IN CONNECTION WITH ANY OR ALL OF THE ABOVE MATTERS
4. APPROVE, CONTINGENT UPON THE PASSING OF ORDINARY Management For
RESOLUTIONS 1, 2 AND 3 AND S. 1, THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY BE INCREASED FROM
SGD 2,000,000 ,000 DIVIDED INTO 4.000,000,000
ORDINARY SHARES OF SGD 0.50 EACH TO SGD 2,050,
000,000 DIVIDED INTO 4,000,000,000 ORDINARY SHARES
OF SGD 0.50 EACH AND 1,000, 000,000 NON-REDEEMABLE
CONVERTIBLE NON-CUMULATIVE PREFERENCE SHARES
OF SGD 0.0 5 EACH BY THE CREATION OF 1,000,000,000
NON-REDEEMABLE CONVERTIBLE NON-CUMULAT IVE PREFERENCE
SHARES OF SGD 0.05 EACH
5. APPROVE THAT, IN CONNECTION WITH THE INCREASE Management For
IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
AND CONTINGENT UPON THE PASSING OF ORDINARY RESOLUTIONS
1, 2, 3 AND 4 AND S.1 AND S.2, THE MEMORANDUM
OF ASSOCIATION OF THE COMPANY BE AMENDE D BY
DELETING THE EXISTING CLAUSE 5 IN ITS ENTIRETY
AND SUBSTITUTING THE NEW A RTICLE
6. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For
TO AND CONTINGENT UPON THE PAS SING OF S.2 AND
FOR THE PURPOSES OF SECTIONS 76C AND 76E OF THE
COMPANIES ACT, CHAPTER 50 OF SINGAPORE COMPANIES
ACT , TO PURCHASE OR OTHERWISE ACQUIRE ISS UED
SHARES AND/OR PREFERENCE SHARES NOT EXCEEDING
IN AGGREGATE THE PRESCRIBED LIMIT AS DEFINED
IN ORDINARY RESOLUTION AT SUCH PRICE OR PRICES
AS MAY BE DE TERMINED BY THE DIRECTORS OF THE
COMPANY FROM TIME TO TIME UP TO THE MAXIMUM P
RICE AS DEFINED IN ORDINARY RESOLUTION BY WAY
OF MARKET PURCHASES EACH A MA RKET PURCHASE
ON THE SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED SGX-ST A ND/OR OFF-MARKET PURCHASES
EACH A OFF-MARKET PURCHASE EFFECTED OTHERWISE
THA N ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL
ACCESS SCHEME(S) AS MAY BE DETERM INED OR FORMULATED
BY THE DIRECTORS OF THE COMPANY AS THEY MAY IN
THEIR ABSOLU TE DISCRETION DEEM FIT WHICH SCHEMES
SHALL SATISFIES THE CONDITIONS PRESCRIBED BY
THE COMPANIES ACT, AND OTHERWISE IN ACCORDANCE
WITH ALL OTHER LAWS, REGULA TIONS AND RULES OF
THE SGX-ST AS MAY FOR THE TIME BEING APPLICABLE;
AND AUTHOR IZE THE DIRECTORS OF THE COMPANY AND/OR
ANY OF THEM TO COMPLETE AND DO ALL SUC H ACTS
AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS
AS MAY BE REQUIRED DEEM ED NECESSARY, EXPEDIENT,
INCIDENTAL OR IN THE INTERESTS OF THE COMPANY
TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED;
AUTHORITY EXPIRES THE EARLIER OF TH E DATE OF
THE NEXT AGM OF THE COMPANY OR THE DATE WHEN
THE PURCHASE OF SHARES IS CARRIED OUT TO THE
FULL EXTENT MANDATED
7. AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONTINGENT Management For
UPON THE PASSING OF S.2, A) I) TO ISSUE SHARES
WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR II) T O 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 OTHE R INSTRUMENTS CONVERTIBLE INTO SHARES,
AT ANY TIME AND UPON SUCH TERMS AND CON DITIONS
AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS
THE DIRECTORS MAY IN THEI R ABSOLUTE DISCRETION
DEEM FIT; B) NOTWITHSTANDING THE AUTHORITY CONFERRED
BY THIS ORDINARY RESOLUTION MAY HAVE CEASED TO
BE IN FORCE ISSUE SHARES IN PURS UANCE OF ANY
INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE
THIS ORDINARY R ESOLUTION WAS IN FORCE PROVIDED
THAT C) THE AGGREGATE NUMBER OR SHARES TO BE
I SSUED PURSUANT TO THIS ORDINARY RESOLUTION
INCLUDING SHARED TO BE ISSUED IN P URSUANCE
OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS
ORDINARY RESOLUTION , DOES NOT EXCEED 50% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED
IN ACCORDANCE WITH PARAGRAPH (D) OF THIS ORDINARY
RESOLUTION , END PROVIDED F URTHER THAT WHERE
SHAREHOLDERS WITH REGISTERED ADDRESSES IN SINGAPORE
ARE NOT GIVEN THE OPPORTUNITY TO PARTICIPATE
IN THE SAME ON A PRO-RATA BASIS, THEN THE SHARES
TO BE ISSUED UNDER SUCH CIRCUMSTANCES INCLUDING
SHARES TO BE ISSUED I N PURSUANCE OR INSTRUMENTS
MADE OR GRANTED PURSUANT TO THIS ORDINARY RESOLUTIO
N SHALL NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL
OF ME COMPANY AS CALCULAT ED IN ACCORDANCE WITH
PARAGRAPH (D) OF THIS ORDINARY RESOLUTION ; D)
SUBJECT TO SUCH MANNER OF CALCULATION AS MAY
BE PRESCRIBED BY THE SGX-EF FOR THE PURP OSE
OF DETERMINING THE AGGREGATE NUMBER OF SHARES
THAT MAY BE ISSUED UNDER PAR AGRAPH (C) OF THIS
ORDINARY RESOLUTION, THE PERCENTAGE OF ISSUED
SHARE CAPITAL SHALL BE BASED ON THE ISSUED SHARE
CAPITAL OF THE COMPANY AT THE TIME THIS OR DINARY
RESOLUTION IS PASSED, AFTER ADJUSTING FOR I)
NEW SHARES ARISING FROM TH E CONVERSION OR EXERCISE
OF ANY CONVERTIBLE SECURITIES; II) NEW SHARES
ARISING FROM EXERCISING SHARE OPTIONS OR VESTING
OF STARS AWARDS WHICH ARE OUTSTANDIN G OR SUBSISTING
AT THE TIME THIS ORDINARY RESOLUTION IS PASSED,
PROVIDED THE O PTIONS OR AWARDS WERE GRANTED
IN COMPLIANCE WITH THE LISTING MANUAL OF THE
SGX -ST; AND III) ANY SUBSEQUENT CONSOLIDATION
OR SUBDIVISION OF SHARES AND IN REL ATION TO
AN INSTRUMENT THE NUMBER OF SHARES SHALL BE TAKEN
TO BE THAT NUMBER A S WOULD HAVE BEEN ISSUED
HAD THE RIGHTS THEREIN BEEN FULLY EXERCISED OR
EFFECT ED ON THE DATE OF THE MAKING OR GRANTING
OF THE INSTRUMENT; E) IN EXERCISING T HE AUTHORITY
CONFERRED BY THIS ORDINARY RESOLUTION, THE COMPANY
SHALL COMPLY W ITH THE PROVISIONS OF THE LISTING
MANUAL OF THE SGX-ST FOR THE TIME BEING IN F
ORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED
BY THE SGX-ST AND THE ARTICLES O F ASSOCIATION
FOR THE TIME BEING OF THE COMPANY; AND F) THE
AUTHORITY CONFERRE D BY THE ORDINARY RESOLUTION
SHALL CONTINUE IN FARES UNTIL THE CONCLUSION
OF T HE NEXT AGM OF THE COMPANY OR THE DATE BY
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY LAW TO BE HELD, WHICHEVER IS THE EARLIER
S.1 APPROVE THAT, SUBJECT TO AND CONTINGENT UPON Management For
THE PASSING OF ORDINARY RESOLUTIO NS 1, 2, 3
AND 4, THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION
IN CONJUNCTION WITH THE RIGHTS ISSUE AS SPECIFIED
S.2 AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED Management For
- ------------------------------------------------------------------------------------------------------------------------------------
COMFORTDELGRO CORPORATION LTD AGM Meeting Date: 04/29/2004
Issuer: Y1690R106 ISIN: SG1N31909426
SEDOL: 6603737
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS FOR THE FYE 3 1 DEC 2003 TOGETHER
WITH THE AUDITORS REPORT
2. DECLARE A FINAL DIVIDEND OF 12.25% PER SHARE Management For
LESS INCOME TAX FOR THE YE 31 DEC 2003
3. APPROVE THE PAYMENT OF DIRECTORS FEES OF SGD Management For
377,891 FOR THE YE 31 DEC 2003
4. RE-ELECT MR. LIM JIT POH AS A DIRECTOR Management For
5. RE-ELECT MR. KUA HONG PAK AS A DIRECTOR Management For
6. RE-ELECT MR. TOW HENG TAN AS A DIRECTOR Management For
7. RE-ELECT MR. DAVID WONG CHIN HUAT AS A DIRECTOR Management For
8. RE-APPOINT MEESRS DELOITTE AND TOUCHE AS THE Management For
AUDITORS AND AUTHORIZE THE DIRECT ORS TO FIX
THEIR REMUNERATION
9. TRANSACT ANY OTHER ORDINARY BUSINESS Other Against
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50 AND THE
LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED , TO ALLOT AND ISSUE SHARES IN
THE COMPANY BY WAY OF RIGHTS, BONUS OR OTHERWI
SE , THE AGGREGATE NUMBER OF SHARES ISSUED NOT
EXCEEDING 50% OF THE ISSUED SHA RE CAPITAL OF
THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF
SHARES TO BE ISSUE D OTHER THAN ON A PRO-RATA
BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY
D OES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AND THE PERCENTA GE OF ISSUED
SHARE CAPITAL SHALL BE CALCULATED BASED ON THE
COMPANY S ISSUED S HARE CAPITAL AT THE DATE OF
PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR
NEW SHARES ARISING FROM THE CONVERSION OF CONVERTIBLE
SECURITIES OR EMPLOYEE SHAR E OPTIONS ON ISSUE
AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION
OF SHARES; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPAN Y OR
THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED
BY LAW
11. AUTHORIZE THE DIRECTORS IN ACCORDANCE WITH THE Management Against
RULES AND TERMS OF THE COMFORTD ELGRO EMPLOYEES
SHARE OPTION SCHEME TO ALLOT AND ISSUE TIME TO
TIME NUMBER OF SHARE IN THE COMPANY PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
SHALL NOT EXCEED 15% OF THE TOTAL ISSUED SHARE
CAPITAL OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
GIORDANO INTERNATIONAL LTD AGM Meeting Date: 04/29/2004
Issuer: G6901M101 ISIN: BMG6901M1010
SEDOL: 4264181, 6282040
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE DI RECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For
3. DECLARE A SPECIAL DIVIDEND FOR THE YE 31 DEC 2003 Management For
4. RE-ELECT THE RETIRING DIRECTORS Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
6.1 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUE, Management Against
ALLOT OR 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 AGGREG ATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT
THE DATE OF P ASSING THIS RESOLUTION, OTHERWISE
THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) T
HE EXERCISE OF SUBSCRIPTION OR CONVERSION RIGHTS
ATTACHED TO ANY WARRANTS OR S ECURITIES; OR III)
THE EXERCISE OF OPTIONS; OR IV) ANY SCRIP DIVIDEND
OR SIMIL AR ARRANGEMENT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT A GM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM IS TO BE HELD BY THE BY-LAWS
OR ANY APPLICABLE LAWS OF BERMUDA
6.2 AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
SHARES IN THE CAPITAL OF TH E COMPANY DURING
THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE
WITH ALL AP PLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECUR ITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
OF ANY OTHER APPLICABLE ST OCK EXCHANGE, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT
THE DATE OF PASSING THIS RESOLUTION; AUTHORIT
Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HEL D BY THE BY-LAWS OR ANY APPLICABLE
LAWS OF BERMUDA
6.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS OF THE COMPANY TO ISSUE, ALLOT
OR DEAL WITH ADDITIONAL SHARES OF THE COMPANY
PURSUANT TO RESO LUTION 6.1, BY AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE SHAR ES IN
THE CAPITAL OF THE COMPANY PURCHASED BY THE DIRECTORS
OF THE COMPANY PUR SUANT TO RESOLUTION 6.2, PROVIDED
THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DAT E OF PASSING THIS RESOLUTION
S.6.4 AMEND THE BYE-LAWS OF THE COMPANY Management For
- ------------------------------------------------------------------------------------------------------------------------------------
MAHINDRA & MAHINDRA LTD EGM Meeting Date: 04/29/2004
Issuer: Y54164135 ISIN: INE101A01018
SEDOL: 6100186
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THAT IN ACCORDANCE WITH THE PROVISIONS Management For
OF SECTION 81 AND ALL OTHER APP LICABLE PROVISIONS,
IF ANY, OF THE COMPANIES ACT 1956 INCLUDING
ANY STATUTORY MODIFICATIONS OR RE-ENACTMENT THEREOF.
FOR THE TIME BEING IN FORCE THE PROVI SIONS
OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION
OF THE COMPANY AND THE REG ULATIONS/GUIDELINES
IF ANY PRESCRIBED BY THE SECURITIES AND EXCHANGE
BOARD OF INDIA OR ANY OTHER RELEVANT AUTHORITY
FROM TIME TO TIME TO THE EXTENT APPLICAB LE AND
SUBJECT TO SUCH CONDITIONS AND/OR MODIFICATIONS
AS MAY BE CONSIDERED NE CESSARY BY THE BOARD
OF DIRECTORS OR AS MAY BE PRESCRIBED OR MADE,
WHILE GRANT ING SUCH CONSENTS AND APPROVALS AND
WHICH MAY BE AGREED BY THE BOARD, CONSENT OF
THE COMPANY BE ACCORDED TO THE BOARD TO OFFER,
ISSUE AND ALLOT, INCLUDING WITH PROVISION FOR
RESERVATION ON FIRM AND/OR COMPETITIVE BASIS
OF SUCH CATEGO RIES OF PERSONS AS MAY BE PERMITTED
IN THE COURSE OF ONE OR MORE DOMESTIC/ IN TERNATIONAL
OFFERING(S) TO ALL ELIGIBLE INVESTORS INCLUDING
DOMESTIC/FOREIGN I NSTITUTIONS, NON-RESIDENT
INDIANS CORPORATE BODIES, TRUSTS, MUTUAL FUNDS,
BANK S, INSURANCE COMPANIES, PENSION FUNDS, INDIVIDUALS
AND/OR TRUSTEES AND/OR STAB ILIZING AGENTS OR
OTHERWISE, WHETHER SHAREHOLDERS OF THE COMPANY
OR NOT, THROU GH A PUBLIC ISSUE AND/OR ON A PRIVATE
PLACEMENT BASIS, ORDINARY SHARES HEREIN AFTER
REFERRED TO AS EQUITY SHARES AND/OR EQUITY SHARES
THROUGH DEPOSITORY RE CEIPTS AND/OR FOREIGN CURRENCY
CONVERTIBLE BONDS AND/OR SECURITIES CONVERTIBLE
INTO EQUITY SHARES AT THE OPTION OF THE COMPANY
AND/OR THE HOLDER(S) OF SUCH SECURITIES AND/OR
SECURITIES LINKED TO EQUITY SHARES AND/OR SECURITIES
WITH OR WITHOUT DETACHABLE/NON-DETACHABLE WARRANTS
WITH A RIGHT EXERCISABLE BY THE WA RRANT-HOLDER
TO SUBSCRIBE FOR EQUITY SHARES AND/OR WARRANTS
WITH AN OPTION EXE RCISABLE BY THE WARRANT-HOLDER
TO SUBSCRIBE FOR EQUITY SHARES AND/OR ANY INSTR
UMENTS OR SECURITIES REPRESENTING EITHER EQUITY
SHARES AND CONVERTIBLE SECURIT IES LINKED TO
EQUITY SHARES ALL OF WHICH ARE HEREINAFTER COLLECTIVELY
REFERRE D TO AS SECURITIES , SECURED OR UNSECURED
THROUGH PROSPECTUS AND/OR OFFER LETT ER AND/OR
CIRCULAR BASIS SO, HOWEVER THAT THE TOTAL AMOUNT
RAISED THROUGH THE AFORESAID SECURITIES SHOULD
NOT BE IN EXCESS OF USD 100 MILLION APPROXIMATELY
RS.450 CRORES AT THE CURRENT RATE OF EXCHANGE),
SUCH ISSUE AND ALLOTMENT TO B E MADE AT SUCH
TIME OR TIMES, IN ONE OR MORE TRANCHES, AT SUCH
PRICE OR PRICES , IN SUCH MANNER AND WHERE NECESSARY
IN CONSULTATION WITH THE LEAD MANAGERS AN D/OR
UNDERWRITERS AND/OR STABLIZING AGENTS AND/OR
OTHER ADVISORS OR OTHERWISE ON SUCH TERMS AND
CONDITIONS AS THE BOARD TO RETAIN FOR ADDITIONAL
ALLOTMENT S UCH AMOUNT OF SUBSCRIPTION NOT EXCEEDING
15% OF THE AMOUNT OF THE INITIAL OFFE R OF EACH
TRANCHEE AS THE BOARD MAY DEEM FIT; AND AUTHORIZE
THE BOARD ANY EQUI TY LINKED ISSUE/OFFER THE
TO ISSUE AND ALLOT SUCH NUMBER EQUITY SHARES
AS MAY BE REQUIRED TO BE ISSUED AND ALLOTTED
UPON CONVERSION OF ANY SUCH SECURITIES R EFERRED
TO ABOVE OR AS MAY BE IN ACCORDANCE WITH THE
TERMS OF THE OFFER, ALL S UCH SHARES BEING PARI
PASSU INTER SE, WITH THE THEN EXISTING EQUITY
SHARES OF THE COMPANY IN ALL RESPECTS EXCEPTING
THE RIGHT TO DIVIDEND AS MAY BE PROVIDED UNDER
THE TERMS OF THE ISSUE AND IN THE OFFER DOCUMENT(S)
AND THAT THE CONSEN T OF THE COMPANY BE GRANTED
IN TERMS OF SECTION 293(1)(A) AND OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT, 1956
AND SUBJECT TO ALL NECESSARY A PPROVALS TO THE
BOARD TO SECURE, IF NECESSARY, ALL OR ANY OF
THE ABOVE MENTION ED SECURITIES TO BE ISSUED,
BY THE CREATION OF A MORTGAGE AND/OR CHARGE ON
ALL OR ANY OF THE COMPANY S IMMOVABLE AND/OR
RNOVEABLE ASSETS, BOTH PRESENT AND F UTURE, IN
SUCH FORM AND MANNER AND ON SUCH TERMS AS MAY
BE DEEMED FIT AND APPR OPRIATE BY THE BOARD;
AND TO ENTER INTO AND EXECUTE ALL SUCH ARRANGEMENTS
WITH ANY LEAD MANAGERS, MANAGERS, UNDERWRITERS,
GUARANTORS, DEPOSITORIES, TRUSTEES , CUSTODIANS
AND ALL SUCH AGENCIES AS MAY BE INVOLVED OR CONCERNED
IN SUCH OFF ERINGS OF SECURITIES AND TO REMUNERATE
ALL SUCH LEAD MANAGERS, UNDERWRITERS, S TABILIZING
AGENTS AND ALL OTHER ADVISORS AND AGENCIES BY
WAY OF COMMISSION, BR OKERAGE, FEES OR THE LIKE,
AND ALSO TO SEEK THE LISTING OF SUCH SECURITIES
IN ONE OR MORE INTERNATIONAL/DOMESTIC STOCK EXCHANGES;
AND THE COMPANY AND OR AN AGENCY OR BODY AUTHORIZED
BY THE BOARD MAY UPON CONVERSION OF SECURITIES
INTO EQUITY SHARES ISSUE DEPOSITORY RECEIPTS
REPRESENTING THE UNDERLYING EQUITY SHA RES IN
THE CAPITAL OF THE COMPANY OR SUCH OTHER SECURITIES
IN REGISTERED OR BE ARER FORM WITH SUCH FEATURES
AND ATTRIBUTES AS ARE PREVALENT IN INTERNATIONAL
CAPITAL MARKET FOR INSTRUMENTS OF THIS NATURE
AND PROVIDING FOR THE TRADEABILI TY OR FREE TRANSFERABILITYY
THEREOF AS PER INTERNATIONAL PRACTICES AND REGULAT
IONS, AND UNDER THE FORMS AND PRACTICES PREVALENT
IN THE INTERNATIONAL MARKETS ; AND THAT FOR THE
PURPOSE OF GIVING EFFECT TO THE ABOVE, THE BOARD
BE AUTHORI ZED TO DETERMINE THE FORM, TERMS AND
TIMING OF THE ISSUE(S), INCLUDING THE CLA SS
OF INVESTORS TO WHOM THE SECURITIES ARE TO BE
ALLOTTED IN EACH TRANCHE, ISS UE PRICE, FACE
VALUE, PREMIUM AMOUNT ON ISSUE/CONVERSION OF
SECURITIES/EXERCIS E OF WARRANTS/ REDEMPTION
OF SECURITIES, RATE OF INTEREST REDEMPTION PERIOD,
L ISTING ON ONE OR MORE STOCK EXCHANGES IN INDIA
AND OR ABROAD AS THE BOARD IN I TS ABSOLUTE DISCRETION
DEEMS FIT AND TO MAKE AND ACCEPT ANY MODIFICATIONS
IN T HE PROPOSAL AS MAY BE CONSIDERED NECESSARY
OR AS MAY BE REQUIRED BY THE AUTHOR ITIES INVOLVED
HI SUCH ISSUES IN INDIA AND/OR ABROAD, TO DO
ALL ACTS, DEEDS, M ATTERS AND THINGS AS MAYBE
NECESSARY AND TO SETTLE ANY QUESTIONS OR DIFFICULTI
ES THAT MAY ARISE IN REGARD TO THE ISSUE(S);
AND AUTHORIZE THE BOARD TO DELEGA TE ALL OR ANY
OF THE POWERS CONFERRED TO A COMMITTEE OF DIRECTORS
AND/OR MEMBE R OF SUCH COMMITTEE WITH POWER TO
THE SAID COMMITTEE TO SUB-DELEGATE ITS POWER
S TO ANY OF ITS MEMBERS
S.2 APPROVE THAT PURSUANT TO THE APPLICABLE PROVISIONS Management For
OF THE FOREIGN EXCHANGE MAN AGEMENT ACT, 1999
AND THE REGULATIONS MADE THEREUNDER AND OTHER
PREVAILING LAW S, RULES AND REGULATIONS AS APPLICABLE
FROM TIME TO TIME AND SUBJECT TO SUCH C ONSENTS,
SANCTIONS AND PERMISSIONS AS MAY BE REQUIRED
FROM THE APPROPRIATE AUT HORITIES CONSENT IS
HEREBY ACCORDED FOR ACQUIRING AND HOLDING ORDINARY
SHARES OF THE COMPANY BY THE FOREIGN INSTITUTIONAL
INVESTORS INCLUDING THEIR SUB-ACCO UNTS UP TO
AN AGGREGATE LIMIT OF 35% OF THE PAID-UP EQUITY
SHARE CAPITAL OF TH E COMPANY; AND THE CONSENT
BE ACCORDED TO THE BOARD OF DIRECTORS OF THE
COMPAN Y REFERRED TO AS THE BOARD WHICH TERM
SHALL BE DEEMED TO INCLUDE ANY COMMITTEE THEREOF
FOR THE TIME BEING EXERCISING THE POWERS CONFERRED
ON BOARD BY THIS T O DO ALL SUCH ACTS, DEEDS,
MATTERS AND THINGS AND EXECUTE ALL SUCH DOCUMENTS,
DEEDS AND WRITINGS AS MAY BE REQUIRED FOR THE
AFORESAID PURPOSE AND WHICH IT M AY DEEM FIT
IN THE INTEREST OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
UNITED OVERSEAS BANK LTD AGM Meeting Date: 04/29/2004
Issuer: V96194127 ISIN: SG1M31001969
SEDOL: 5812716, 6916781, 6916877
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO RECEIVE THE FINANCIAL STATEMENTS, Management For
THE DIRECTORS AND THE AUDITORS R EPORT FOR THE
YE 31 DEC 2003
2. APPROVE TO DECLARE A FINAL DIVIDEND OF 40% (40CENTS Management For
PER SHARE) LESS 20% INCOME TAX FOR THE YE 31
DEC 2003
3. APPROVE DIRECTORS FEES OF SGD 618,750 FOR 2003 Management For
4. APPOINT MESSRS. ERNST AND YOUNG AS THE AUDITORS Management For
OF THE COMPANY IN PLACE OF THE RETIRING AUDITORS,
MESSRS. PRICEWATERHOUSECOOPERS AND AUTHORIZE
THE DIRECTORS TO FIX THEIR REMUNERATION
5. RE-ELECT MR. SIM WONG HOO AS A DIRECTOR Management For
6. RE-ELECT PROF. LIM PIN AS A DIRECTOR Management For
7. RE-ELECT MRS. MARGARET LIEN WEN HSIEN AS A DIRECTOR Management For
8. RE-ELECT MR. N.G. BOON YEW AS A DIRECTOR Management For
9. APPROVE THAT PURSUANT TO SECTION 153(6) OF THE Management For
COMPANIES ACT, CHAPTER 50, MR. WEE CHO YAW BE
RE-APPOINTED AS A DIRECTOR OF THE COMPANY TO
HOLD SUCH OFFICE U NTIL THE NEXT AGM OF THE COMPANY
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER
AND GRANT OPTIONS IN ACCORDANCE WITH THE REGULATIONS
OF THE UOB 1999 SHARE OPTION SCHEME ( THE 1999
SCHEME ) AND TO ALLOT AND ISSUE FROM TIME TO
TIME SUCH NUMBER OF SHARES IN THE COMPANY AS
MAY BE REQUIRED TO BE ISSUED P URSUANT TO THE
EXERCISE OF OPTIONS UNDER THE 1999 SCHEME, PROVIDED
THAT THE AG GREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THIS RESOLUTION SHALL NOT EX CEED
15% OF THE ISSUED ARE CAPITAL OF THE COMPANY
FROM TIME TO TIME
11. AUTHORIZE THE DIRECTORS , PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTE R 50, TO ISSUE
SHARES IN THE COMPANY AT ANY TIME AND UPON SUCH
TERMS AND CONDI TIONS AND FOR SUCH PURPOSES AS
THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION,
DEEM FIT PROVIDED THAT THE AGGREGATE NUMBER OF
SHARES TO BE ISSUED PURSUANT T O THIS RESOLUTION
SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF THE COMP ANY FOR THE TIME BEING
- ------------------------------------------------------------------------------------------------------------------------------------
UNITED OVERSEAS BANK LTD EGM Meeting Date: 04/29/2004
Issuer: V96194127 ISIN: SG1M31001969
SEDOL: 5812716, 6916781, 6916877
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTIONS Management For
76C AND 76E OF THE COMPANI ES ACT, CHAPTER 50
OF SINGAPORE THE COMPANIES ACT , THE EXERCISE
BY THE DIREC TORS OF UNITED OVERSEAS BANK LIMITED
THE COMPANY , TO PURCHASE OR OTHERWISE A CQUIRE
ISSUED ORDINARY SHARES OF SGD 1.00 EACH FULLY
PAID IN THE CAPITAL OF TH E COMPANY THE SHARES
NOT EXCEEDING IN AGGREGATE THE MAXIMUM LIMIT
(AS HEREAF TER DEFINED), AT SUCH PRICE OR PRICES
AS MAY BE DETERMINED BY THE DIRECTORS OF THE
COMPANY FROM TIME TO TIME UP TO THE MAXIMUM PRICE
(AS HEREAFTER DEFINED), WHETHER BY WAY OF: I)
MARKET PURCHASE(S) ON THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED SGX-ST ; AND/OR,
II) OFF-MARKET PURCHASE(S) IF EFFECTED OTH ERWISE
THAN ON SGX-ST IN ACCORDANCE WITH ANY EQUAL
ACCESS SCHEME(S) AS MAY BE DETERMINED OR FORMULATED
BY THE DIRECTORS OF THE COMPANY 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 RULE S OF SGX-ST AS MAY FOR THE TIME BEING
BE APPLICABLE AND APPROVE THE (SHARE PUR CHASE
MANDATE); AUTHORIZE THE DIRECTORS, PURSUANT TO
THE SHARE PURCHASE MANDAT E AND FROM TIME TO
TIME DURING THE PERIOD COMMENCING FROM THE DATE
OF THE PASS ING OF THIS RESOLUTION AND EXPIRING
ON THE EARLIER OF: I) THE DATE ON WHICH TH E
NEXT ANNUAL GENERAL MEETING OF THE COMPANY IS
HELD; AND II) THE DATE BY WHIC H THE NEXT ANNUAL
GENERAL MEETING OF THE COMPANY IS REQUIRED BY
LAW TO BE HELD ; C) IN THIS RESOLUTION: MAXIMUM
LIMIT MEANS THAT NUMBER OF SHARES REPRESENTIN
G 5 PER CENT OF THE ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY AS AT THE DAT E OF THE PASSING
OF THIS RESOLUTION; AND MAXIMUM PRICE IN RELATION
TO A SHARE TO BE PURCHASED OR ACQUIRED, MEANS
THE PURCHASE PRICE (EXCLUDING BROKERAGE, CO MMISSION,
APPLICABLE GOODS AND SERVICES TAX AND OTHER RELATED
EXPENSES) WHICH SHALL NOT EXCEED: I) IN THE CASE
OF A MARKET PURCHASE OF A SHARE, 105 PER CENT
OF THE AVERAGE CLOSING PRICE OF THE SHARES; AND
II) IN THE CASE OF AN OFF-MAR KET PURCHASE OF
A SHARE PURSUANT TO AN EQUAL ACCESS SCHEME, 110
PER CENT OF TH E AVERAGE CLOSING PRICE OF THE
SHARES, WHERE: AVERAGE CLOSING PRICE MEANS THE
AVERAGE OF THE LAST DEALT PRICES OF A SHARE FOR
THE FIVE CONSECUTIVE MARKET DA YS ON WHICH THE
SHARES WERE TRANSACTED ON THE SGX-ST IMMEDIATELY
PRECEDING THE DATE OF THE MARKET PURCHASE BY
THE COMPANY OR, AS THE CASE MAY BE, THE DATE
O F MAKING OF THE OFFER PURSUANT TO THE OFF-MARKET
PURCHASE, AND DEEMED TO BE AD JUSTED IN ACCORDANCE
WITH THE LISTING RULES OF THE SGX-ST FOR ANY
CORPORATE AC TION WHICH OCCURS AFTER THE RELEVANT
FIVE-DAY PERIOD; AND DATE OF THE MAKIN G OF
THE OFFER MEANS THE DATE ON WHICH THE COMPANY
ANNOUNCES ITS INTENTION T O MAKE AN OFFER FOR
AN OFF-MARKET PURCHASE, STATING THEREIN THE PURCHASE
PRICE (WHICH SHALL NOT BE MORE THAN THE MAXIMUM
PRICE CALCULATED ON THE FOREGOING B ASIS) FOR
EACH SHARE AND THE RELEVANT TERMS OF THE EQUAL
ACCESS SCHEME FOR EFF ECTING THE OFF-MARKET PURCHASE;
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING
EXECUTING SUCH DOCUMENTS A S MAY BE REQUIRED)
AS THEY AND/OR HE MAY CONSIDER EXPEDIENT
- ------------------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD AGM Meeting Date: 04/30/2004
Issuer: Y20246107 ISIN: SG1L01001701
SEDOL: 5772014, 5783696, 6175203
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Management For
THE AUDITED ACCOUNTS FOR THE YE 31 DEC 2003 AND
THE AUDITORS REPORT THEREON
2A. DECLARE A FINAL DIVIDEND OF 16 CENTS PER ORDINARY Management For
SHARE, LESS INCOME TAX FOR T HE YE 31 DEC 2003
2B. DECLARE A FINAL DIVIDEND OF 16 CENTS PER NON-VOTING Management For
CONVERTIBLE PREFERENCE SHA RE, LESS INCOME TAX
FOR THE YE 31 DEC 2003
2C. DECLARE A FINAL DIVIDEND OF 16 CENTS PER NON-VOTING Management For
REDEEMABLE CONVERTIBLE PRE FERENCE SHARE, LESS
INCOME TAX FOR THE YE 31 DEC 2003
3. APPROVE TO SANCTION THE AMOUNT OF SGD 647,851 Management For
PROPOSED AS THE DIRECTORS FEES FOR 2003
4. APPOINT MESSRS. ERNST AND YOUNG AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE T HE DIRECTORS TO
FIX THEIR REMUNERATION
5A.a RE-ELECT MR. S. DHANABALAN AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 95 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5A.b RE-ELECT MR. BERNARD CHEN TIEN LAP AS A DIRECTOR, Management For
WHO RETIRES UNDER ARTICLE 95 OF THE COMPANY S
ARTICLES OF ASSOCIATION
5A.c RE-ELECT MR. FOCK SIEW WAH AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 95 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5B.a RE-ELECT MR. KWA CHONG SENG AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 101 OF TH E COMPANY S ARTICLES
OF ASSOCIATION
5B.b RE-ELECT AS MR. N.R. NARAYANA MURTHY AS A DIRECTOR, Management For
WHO RETIRES UNDER ARTICLE 101 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5B.c RE-ELECT MR. FRANK WONG KWONG SHING AS A DIRECTOR, Management For
WHO RETIRES UNDER ARTICLE 1 01 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5C. RE-APPOINT MR. THEAN LIP PING AS A DIRECTOR, Management For
WHO RETIRES PURSUANT TO SECTION 1 53(2) OF THE
COMPANIES ACT, CHAPTER 50
6A. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against
TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH
THE PROVISIONS OF THE DBSH SHARE OPTION PLAN
AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF ORDINARY SHARES OF SGD 1.00 EACH IN
THE CAPITAL OF THE COMPANY DBSH ORDINARY SHARES
AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO
THE EXERCISE OF THE OPTIONS UNDER THE DBSH SHARE
OPTION PLAN PROV IDED ALWAYS THAT THE AGGREGATE
NUMBER OF NEW DBSH ORDINARY SHARES TO BE ISSUED
PURSUANT TO THE DBSH SHARE OPTION PLAN AND DBSH
PERFORMANCE SHARE PLAN SHALL NOT EXCEED 15% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY FROM
TIME TO TIME
6B. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against
TO OFFER AND GRANT AWARDS IN A CCORDANCE WITH
THE PROVISIONS OF THE DBSH PERFORMANCE SHARE
PLAN AND TO ALLOT AND ISSUE FROM TIME TO TIME
SUCH NUMBER OF DBSH ORDINARY SHARES AS MAY BE
REQU IRED TO BE ISSUED PURSUANT TO THE VESTING
OF AWARDS UNDER THE DBSH PERFORMANCE SHARE PLAN,
PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF
NEW DBSH ORDINARY SH ARES TO BE ISSUED PURSUANT
TO THE DBSH PERFORMANCE SHARE PLAN AND DBSH SHARE
O PTION PLAN SHALL NOT EXCEED 15% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY FRO M TIME TO TIME
6C. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 161 OF THE COMPANI ES ACT, CHAPTER
50 AND THE LISTING RULES OF THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED SGX-ST , TO ISSUE
SHARES IN THE COMPANY BY WAY OF RIGHTS, BO NUS
OR OTHERWISE 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 PROVIDED THAT, THE AGGREGATE
NUMBER OF SHARES ISSUED NOT EXCEEDING 5 0% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH
THE AGGREGATE NUMBER O F SHARES TO BE ISSUED
OTHER THAN ON A PRO-RATA BASIS TO THE SHAREHOLDERS
OF TH E COMPANY DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AND T HE PERCENTAGE
OF ISSUED SHARE CAPITAL OF THE COMPANY SHALL
BE CALCULATED BASED ON THE COMPANY S ISSUED SHARE
CAPITAL AT THE DATE OF PASSING OF THIS RESOLUTI
ON AFTER ADJUSTING FOR NEW SHARES ARISING FROM
THE CONVERSION OR EXERCISE OF C ONVERTIBLE SECURITIES
OR SHARE OPTIONS OR VESTING OF SHARE AWARDS WHICH
ARE OU TSTANDING OR SUBSISTING AT THE TIME OF
THIS RESOLUTION IS PASSED AND ANY SUBSE QUENT
CONSOLIDATION OR SUBDIVISION OF SHARES; AND IN
EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION
THE COMPANY SHALL COMPLY WITH THE PROVISIONS
OF T HE LISTING MANUAL OF THE SGX-ST FOR THE
TIME BEING IN FORCE UNLESS SUCH COMPL IANCE
HAS BEEN WAIVED BY THE SGX-ST AND THE ARTICLES
OF ASSOCIATION FOR THE TI ME BEING OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF T HE NEXT AGM OF THE COMPANY OR THE DATE OF
THE NEXT AGM OF THE COMPANY AS REQUI RED BY LAW
- ------------------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD EGM Meeting Date: 04/30/2004
Issuer: Y20246107 ISIN: SG1L01001701
SEDOL: 5772014, 5783696, 6175203
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND ARTICLES 2, 4, 9(B), 11(A), 19, 88(B), Management For
91, 109, 114, 123, 138, 148 AND 1 52 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AND TO THE EXTENT
AS SPECIFIE D
O.2 AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For
I) ISSUE SHARES IN THE CAPITAL T HE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE
AND/OR II) MA KE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS COLLECTIVELY, INSTRUMENTS THAT MIG
HT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING
BUT NOT LIMITED TO THE CREA TION N ISSUE OF
AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES
OR OTHER INST RUMENTS CONVERTIBLE INTO SHARES,
AT ANY TIME AND UPON SUCH TERMS AND CONDITION
S AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS
THE DIRECTORS MAY IN THEIR ABSO LUTE DISCRETION
DEEM FIT; AND B) NOTWITHSTANDING THE AUTHORITY
CONFERRED BY T HIS RESOLUTION MAY HAVE CEASED
TO BE IN FORCE ISSUE SHARES IN PURSUANCE OF
AN Y INSTRUMENT MADE OR GRANTED BY THE DIRECTORS
WHILE THIS RESOLUTION WAS IN FOR CE, PROVIDED
THAT: 1) THE AGGREGATE NUMBER OF SHARE TO BE
ISSUED PURSUANT TO T HIS RESOLUTION INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 50% OF THE ISSUED SHA RE CAPITAL
OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH
SUB-PARAGRAPH (2) BELOW , OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A
P RO RATA BASIS TO SHAREHOLDERS OF THE COMPANY
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS
RESOLUTION DOES NO T EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AS CALCULATED IN
ACCO RDANCE WITH SUB-PARAGRAPH (2) BELOW ; 2)
SUBJECT TO SUCH MANNER OF CALCULATIO N AS MAY
BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED S GX-ST FOR THE PURPOSE OF
DETERMINING THE AGGREGATE NUMBER OF SHARES THAT
MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE,
THE PERCENTAGE OF ISSUED SHARE CAPIT AL SHALL
BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE TIME THIS RESOLUTION IS PASSED, AFTER
ADJUSTING FOR: I) NEW SHARES ARISING FROM THE
CONV ERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES
OR SHARE OPTIONS OR VESTING O F SHARE AWARDS
WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME
THIS RESOLUTION IS PASSED; AND II) ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF SHARES; 3) IN
EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION,
THE COMPANY SHALL CO MPLY WITH THE PROVISIONS
OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME
BEIN G IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN
WAIVED BY THE SGX-ST AND THE ARTIC LES OF ASSOCIATION
FOR THE TIME BEING OF THE COMPANY; AND 4) AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE DATE BY W HICH
THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD
O.3 AUTHORIZE THE DIRECTORS OF THE DBSH , FOR THE Management For
PURPOSES OF SECTIONS 76C AND 76E OF THE COMPANIES
ACT, CHAPTER 50 ACT , TO PURCHASE OR OTHERWISE
ACQUIRE ISSU ED ORDINARY SHARES OF SGD 1.00 EACH
FULLY PAID IN THE CAPITAL OF THE DBSH ORD INARY
SHARES , NOT EXCEEDING IN AGGREGATE THE MAXIMUM
PERCENTAGE AS HEREAFTER DEFINED , AT SUCH PRICE
PRICES AS MAY BE DETERMINED BY THE DIRECTORS
FROM TIM E TO TIME UP TO THE MAXIMUM PRICE AS
HEREAFTER DEFINED , WHETHER BY WAY OF, O N-MARKET
PURCHASES ON THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED SGX-S T TRANSACTED THROUGH
THE CENTRAL LIMIT ORDER BOOK TRADING SYSTEM AND/OR
ANY O THER SECURITIES EXCHANGE ON WHICH THE ORDINARY
SHARES MAY FOR THE TIME BEING L ISTED AND QUOTED
OTHER EXCHANGE AND/OR OFF-MARKET PURCHASES
IF EFFECTED OTH ERWISE THAN ON THE SGX-ST OR
AS THE CASE MAY BE OTHER EXCHANGE IN ACCORDANCE
WITH ANY EQUAL ACCESS SCHEME(S) WHICH SATISFIES
THE CONDITIONS PRESCRIBED BY T HE COMPANIES ACT
AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS
AND REGULATIO NS AND RULES OF THE SGX-ST OR AS
THE CASE MAY BE OTHER EXCHANGE AS MAY FOR THE
TIME BEING BE APPLICABLE; THE AUTHORITY CONFERRED
ON THE DIRECTORS OF DBSH PU RSUANT TO THE SHARE
PURCHASE MANDATE AUTHORIZED BY THE DIRECTORS
AT ANY TIME A ND FROM TIME TO TIME DURING THE
PERIOD COMMENCING FROM THE DATE OF THE PASSING
OF THIS RESOLUTION, AT A PRICE OF UP TO 105%
OF THE AVERAGE OF THE CLOSING MA RKET PRICES
OF A SHARE OVER THE LAST 5 MARKET DAYS IN THE
CASE OF AN ON-MARKET SHARE PURCHASE AND A PRICE
UP TO 105% OF SUCH AVERAGE CLOSING PRICE IN CASE
O F OFF-MARKET PURCHASE SHARE PURCHASE MANDATE
; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
AND/OR ANY OF THEM TO COMPLETE AND DO ALL SUCH
ACTS AND THINGS DE EMED NECESSARY, EXPEDIENT,
INCIDENTAL OR IN THE INTERESTS OF THE COMPANY
TO GI VE EFFECT TO THE TRANSACTIONS CONTEMPLATED
AND/OR AUTHORIZED BY THIS RESOLUTIO N; AUTHORITY
EXPIRES THE EARLIER OF THE DATE OF THE NEXT AGM
OF THE DBSH OR T HE DATE BY WHICH NEXT AGM OF
DBSH IS REQUIRED BY LAW TO BE HELD
- ------------------------------------------------------------------------------------------------------------------------------------
VENTURE CORPORATION LTD AGM Meeting Date: 04/30/2004
Issuer: Y9360Y103 ISIN: SG0531000230
SEDOL: 5430141, 6927374
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS OF THE COMPAN Y FOR THE YE 31
DEC 2003 TOGETHER WITH THE AUDITORS REPORT THEREON
2. DECLARE A FINAL DIVIDEND OF 25% TAX-EXEMPT Management For
AND A BONUS DIVIDEND OF 50% LESS INCOME TAX
FOR THE YE 31 DEC 2003 2002 : FINAL TAX-EXEMPT
DIVIDEND OF 15% A ND BONUS TAX-EXEMPT DIVIDEND
OF 15%
3. RE-ELECT MR. SOO ENG HIONG AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 74 O F THE COMPANY
S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. GOH GEOK LING AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 74 O F THE COMPANY
S ARTICLES OF ASSOCIATION AND REMAINS AS THE
MEMBER OF THE AUDIT COMMITTEE AND WILL BE CONSIDERED
INDEPENDENT FOR THE PURPOSE OF RULE 704(8) O
F THE LISTING MANUAL OF THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED
5. RE-ELECT MR. GOON KOK LOON AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 74 O F THE COMPANY
S ARTICLES OF ASSOCIATION AND REMAINS AS THE
MEMBER OF THE AUDIT COMMITTEE AND THE COMPENSATION
COMMITTEE AND WILL BE CONSIDERED INDEPENDENT
F OR THE PURPOSE OF RULE 704(8) OF THE LISTING
MANUAL OF THE SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED
6. RE-ELECT MR. CECIL VIVIAN RICHARD WONG AS A DIRECTOR, Management For
WHO RETIRES UNDER SECTIO N 153(6) OF THE COMPANIES
ACT, CHAPTER 50 AND REMAINS AS A CHAIRMAN OF
THE AUD IT COMMITTEE AND SHARE OPTION COMMITTEE
AND THE MEMBER OF THE NOMINATING COMMI TTEE AND
COMPENSATION COMMITTEE AND WILL BE CONSIDERED
INDEPENDENT FOR THE PUR POSE OF RULE 704(8) OF
THE LISTING MANUAL OF THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED
7. APPROVE THE PAYMENT OF THE DIRECTORS FEES OF Management For
SGD 86,000 FOR YE 31 DEC 2003 2 002: SGD 86,000
8. RE-APPOINT DELOITTE & TOUCHE AS THE COMPANY S Management For
AUDITORS; AND AUTHORIZE THE DIRE CTORS TO FIX
THEIR REMUNERATION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT
AND ISSUE SHARES UP TO 10% OF ISSUED SHARE CAPITAL,
TO ISSUE SHA RES IN THE CAPITAL OF THE COMPANY
AT ANY TIME UPON SUCH TERMS AND CONDITIONS A
ND FOR SUCH PURPOSE AS THE DIRECTORS MAY IN THEIR
ABSOLUTE DISCRETION DEEM FIT PROVIDED ALWAYS
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED
10% OF THE ISSUED SHARE CAPITAL OF THE COMPAN
Y FOR THE TIME BEING
10. AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUE FROM Management Against
TIME TO TIME SUCH NUMBER OF SH ARES IN THE CAPITAL
OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EXERCISE OF OPTIONS GRANTED UNDER
THE VENTURE MANUFACTURING SINGAPORE L IMITED
EXECUTIVES SHARE OPTION SCHEME THE SCHEME
PROVIDED ALWAYS THAT THE A GGREGATE NUMBER OF
SHARES TO BE ISSUED PURSUANT TO THE SCHEME SHALL
NOT EXCEED 25% OF THE ISSUED SHARE CAPITAL OF
THE COMPANY FROM TIME TO TIME AND THAT THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED TO CONTROLLING
SHAREHOLDERS AS DEFIN ED IN THE SCHEME OR THEIR
ASSOCIATES SHALL NOT EXCEED 25% OF THE TOTAL
NUMBER OF SHARES AVAILABLE UNDER THE SCHEME AND
THE NUMBER OF SHARES TO BE ISSUED TO EACH CONTROLLING
SHAREHOLDER OR HIS ASSOCIATE SHALL NOT EXCEED
10% OF THE TOT AL NUMBER OF SHARE AVAILABLE UNDER
THE SCHEME
- ------------------------------------------------------------------------------------------------------------------------------------
VENTURE CORPORATION LTD EGM Meeting Date: 04/30/2004
Issuer: Y9360Y103 ISIN: SG0531000230
SEDOL: 5430141, 6927374
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND ARTICLES 2, 3, 4, 12, 13, 14, 17, 26, 28, Management For
30, 37, 49, 50, 54, 69(E) AND (F), 71, 74, 79,
81, 92, 93, 94, 99, 102, 103(A), 116, 119, 121,
127, 129 AND THE HEADING ALTERATION OF ARTICLES
BEFORE ARTICLE 129 OF THE ARTICLES OF ASS OCIATION
OF THE COMPANY, AND ARTICLE 128 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY BE AND IS HEREBY
RE-NUMBERED
2. AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONTINGENT Management For
UPON THE PASSING OF RESOLUT ION 1 ABOVE, TO:
(A) (I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY
( SHARES ) WHETHER BY WAY OF RIGHTS, BONUS OR
OTHERWISE; AND/OR (II) MAKE OR GRANT OFFER S,
AGREEMENTS OR OPTIONS (COLLECTIVELY, INSTRUMENTS
) THAT MIGHT OR WOULD REQ UIRE SHARES TO BE ISSUED,
INCLUDING BUT NOT LIMITED TO THE CREATION AND
ISSUE OF (AS WELL AS ADJUSTMENTS TO) WARRANTS,
DEBENTURES OR OTHER INSTRUMENTS CONVE RTIBLE
INTO SHARES, AT ANY TIME AND UPON SUCH TERMS
AND CONDITIONS AND FOR SUC H PURPOSES AND TO
SUCH PERSONS AS THE DIRECTORS OF THE COMPANY
MAY IN THEIR AB SOLUTE DISCRETION DEEM FIT; AND
(B) (NOTWITHSTANDING THE AUTHORITY CONFERRED
B Y THIS RESOLUTION MAY HAVE CEASED TO BE IN
FORCE) ISSUE SHARES IN PURSUANCE OF ANY INSTRUMENT
MADE OR GRANTED BY THE DIRECTORS OF THE COMPANY
WHILE THIS RES OLUTION WAS IN FORCE, PROVIDED
THAT: (1) THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION)
DOES NOT EXCEED 5 0 PER CENT. OF THE ISSUED SHARE
CAPITAL OF THE COMPANY (AS CALCULATED IN ACCOR
DANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH
THE AGGREGATE NUMBER OF SHARES T O BE ISSUED
OTHER THAN ON A PRO RATA BASIS TO SHAREHOLDERS
OF THE COMPANY (INC LUDING SHARES TO BE ISSUED
IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUAN
T TO THIS RESOLUTION) DOES NOT EXCEED 20 PER
CENT. OF THE ISSUED SHARE CAPITAL OF THE COMPANY
(AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH
(2) BELOW); (2 ) (SUBJECT TO SUCH MANNER OF CALCULATION
AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED ( SGX-ST )) FOR THE
PURPOSE OF DETERMININ G THE AGGREGATE NUMBER
OF SHARES THAT MAY BE ISSUED UNDER SUB-PARAGRAPH
(1) AB OVE, THE PERCENTAGE OF ISSUED SHARE CAPITAL
SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED,
AFTER ADJUSTING FOR: (I) NEW SHARES ARISING FROM
THE CONVERSION OR EXERCISE OF ANY CONVERTIBL
E SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE
AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT
THE TIME THIS RESOLUTION IS PASSED; AND (II)
ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF
SHARES; (3) IN EXERCISING THE AUTHORITY CONFER
RED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY
WITH THE PROVISIONS OF THE LI STING MANUAL OF
THE SGX-ST (UNLESS SUCH COMPLIANCE HAS BEEN WAIVED
BY THE SGX- ST) AND THE ARTICLES OF ASSOCIATION
FOR THE TIME BEING OF THE COMPANY; AND (4) (UNLESS
REVOKED OR VARIED BY THE COMPANY IN GENERAL MEETING)
THE AUTHORITY CO NFERRED BY THIS RESOLUTION SHALL
CONTINUE IN FORCE UNTIL THE CONCLUSION OF THE
NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR
THE DATE BY WHICH THE NEXT ANNU AL GENERAL MEETING
OF THE COMPANY IS REQUIRED BY LAW TO BE HELD,
WHICHEVER IS THE EARLIER
3. APPROVE THAT: (A) A NEW SHARE OPTION SCHEME TO Management Against
BE KNOWN AS THE VENTURE CORPOR ATION EXECUTIVES
SHARE OPTION SCHEME (THE SCHEME ), THE RULES
OF WHICH HAVE BEEN SUBMITTED TO THE MEETING AND,
FOR THE PURPOSE OF IDENTIFICATION, SUBSCRI BED
TO BY THE CHAIRMAN THEREOF, UNDER WHICH OPTIONS
( OPTIONS ) WILL BE GRANTE D TO SELECTED EMPLOYEES
OF THE COMPANY AND/OR ITS WHOLLY-OWNED SUBSIDIARIES,
I NCLUDING DIRECTORS OF THE COMPANY AND OTHER
SELECTED PARTICIPANTS, TO SUBSCRIB E FOR SHARES
OF SGD 0.25 EACH IN THE CAPITAL OF THE COMPANY
(THE SHARES ), BE AND IS HEREBY APPROVED; (B)
THE DIRECTORS OF THE COMPANY BE AND ARE HEREBY
AU THORIZED: (I) TO ESTABLISH AND ADMINISTER
THE SCHEME; AND (II) TO MODIFY AND/O R ALTER
THE SCHEME FROM TIME TO TIME, PROVIDED THAT SUCH
MODIFICATION AND/OR A LTERATION IS EFFECTED IN
ACCORDANCE WITH THE PROVISIONS OF THE SCHEME
AND TO D O ALL SUCH ACTS AND TO ENTER INTO ALL
SUCH TRANSACTIONS AND ARRANGEMENTS AS MA Y BE
NECESSARY OR EXPEDIENT IN ORDER TO GIVE FULL
EFFECT TO THE SCHEME; AND (C ) THE DIRECTORS
OF THE COMPANY BE AND ARE HEREBY AUTHORIZED TO
OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE
PROVISIONS OF THE SCHEME AND TO ALLOT AND ISSU
E FROM TIME TO TIME SUCH NUMBER OF SHARES AS
MAY BE REQUIRED TO BE ISSUED PURS UANT TO THE
EXERCISE OF THE OPTIONS UNDER THE SCHEME, PROVIDED
THAT THE AGGREG ATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THE SCHEME SHALL NOT EXCEED 15 P
ERCENT OF THE TOTAL ISSUED SHARE CAPITAL OF THE
COMPANY FROM TIME TO TIME
- ------------------------------------------------------------------------------------------------------------------------------------
HONGKONG LAND HOLDINGS LTD AGM Meeting Date: 05/05/2004
Issuer: G4587L109 ISIN: BMG4587L1090
SEDOL: 0435743, 0435765, 0435839, 2513421, 5267178, 6434874, 6434915, 6434948, 7618042
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE INDEPENDENT Management For
AUDITORS REPORT FOR THE YE 2003 AND DECLARE
A FINAL DIVIDEND
2.A RE-ELECT MR. JENKIN HUI AS A DIRECTOR Management For
2.B RE-ELECT MR. BRIAN KEELAN AS A DIRECTOR Management For
2.C RE-ELECT MR. HENRY KESWICK AS A DIRECTOR Management For
3. APPROVE TO FIX THE DIRECTORS FEES Management For
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. APPROVE TO RENEW THE EXERCISE BY THE DIRECTORS Management For
DURING THE RELEVANT PERIOD FOR THE PURPOSES
OF THIS RESOLUTION, RELEVANT PERIOD BEING THE
PERIOD FROM THE PA SSING OF THIS RESOLUTION UNTIL
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM,
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
SUCH MEETING IS REQUIRED BY LAW T O BE HELD,
OR THE REVOCATION OR VARIATION OF THIS RESOLUTION
BY AN ORDINARY RE SOLUTION OF THE SHAREHOLDERS
OF THE COMPANY IN GENERAL MEETING OF ALL POWERS
OF THE COMPANY TO ALLOT OR ISSUE SHARES AND TO
MAKE AND GRANT OFFERS, AGREEMEN TS AND OPTIONS
WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED,
ISSUED OR D ISPOSED OF DURING OR AFTER THE END
OF THE RELEVANT PERIOD, BE AND IS HEREBY GE NERALLY
AND UNCONDITIONALLY APPROVED; AND (B) THE AGGREGATE
NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED
CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTT
ED (WHETHER PURSUANT TO AN OPTION OR OTHERWISE)
BY THE DIRECTORS PURSUANT TO T HE APPROVAL IN
PARAGRAPH (A), OTHERWISE THAN PURSUANT TO A RIGHTS
ISSUE (FOR T HE PURPOSES OF THIS RESOLUTION,
RIGHTS ISSUE BEING AN OFFER OF SHARES OR OTHER
SECURITIES TO HOLDERS OF SHARES OR OTHER SECURITIES
ON THE REGISTER ON A FIXE D RECORD DATE IN PROPORTION
TO THEIR THEN HOLDINGS OF SUCH SHARES OR OTHER
SEC URITIES OR OTHERWISE IN ACCORDANCE WITH THE
RIGHTS ATTACHING THERETO (SUBJECT TO SUCH EXCLUSIONS
OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM
NECESSARY O R EXPEDIENT IN RELATION TO FRACTIONAL
ENTITLEMENTS OR LEGAL OR PRACTICAL PROBL EMS
UNDER THE LAWS OF, OR THE REQUIREMENTS OF ANY
RECOGNIZED REGULATORY BODY O R ANY STOCK EXCHANGE
IN, ANY TERRITORY)), SHALL NOT EXCEED USD 11.4
MILLION, A ND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY
6. APPROVE: (A) THE EXERCISE BY THE DIRECTORS OF Management For
ALL POWERS OF THE COMPANY TO PUR CHASE ITS OWN
SHARES, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS AN D REGULATIONS, DURING THE
RELEVANT PERIOD FOR THE PURPOSES OF THIS RESOLUTION
, RELEVANT PERIOD BEING THE PERIOD FROM THE PASSING
OF THIS RESOLUTION UNTIL T HE EARLIER OF THE
CONCLUSION OF THE NEXT AGM, OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH SUCH MEETING IS REQUIRED
BY LAW TO BE HELD, OR THE REVOCATION OR VARIATION
OF THIS RESOLUTION BY AN ORDINARY RESOLUTION
OF THE SHAREHOLDERS OF THE COMPANY IN GENERAL
MEETING BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY
APPROVED; (B) THE AGGREGATE NOMINAL AMOUNT OF
SHARES OF THE COMPANY PURCHASED BY THE COMPANY
PURSUANT TO THE APPROVAL IN POINT (A) OF THIS
RESOLUTION SHALL BE LESS THAN 15% OF THE AGGREGATE
NOMINAL AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL
OF THE COMPANY AT THE DATE OF THIS MEETING, AND
SUCH APPROVAL SHALL B E LIMITED ACCORDINGLY;
AND (C) THE APPROVAL IN POINT (A) OF THIS RESOLUTION
SH ALL, WHERE PERMITTED BY APPLICABLE LAWS AND
REGULATIONS AND SUBJECT TO THE LIM ITATION IN
PARAGRAPH (B) OF THIS RESOLUTION, EXTEND TO PERMIT
THE PURCHASE OF SHARES OF THE COMPANY (I) BY
SUBSIDIARIES OF THE COMPANY AND (II) PURSUANT
TO THE TERMS OF PUT WARRANTS OR FINANCIAL INSTRUMENTS
HAVING SIMILAR EFFECT (PUT WARRANTS) WHEREBY
THE COMPANY CAN BE REQUIRED TO PURCHASE ITS OWN
SHARES, PROV IDED THAT WHERE PUT WARRANTS ARE
ISSUED OR OFFERED PURSUANT TO A RIGHTS ISSUE
(AS DEFINED IN RESOLUTION 4 ABOVE) THE PRICE
WHICH THE COMPANY MAY PAY FOR SHA RES PURCHASED
ON EXERCISE OF PUT WARRANTS SHALL NOT EXCEED
15% MORE THAN THE A VERAGE OF THE MARKET QUOTATIONS
FOR THE SHARES FOR A PERIOD OF NOT MORE THAN
3 0 NOR LESS THAN THE FIVE DEALING DAYS FALLING
ONE DAY PRIOR TO THE DATE OF ANY PUBLIC ANNOUNCEMENT
BY THE COMPANY OF THE PROPOSED ISSUE OF PUT WARRANTS
- ------------------------------------------------------------------------------------------------------------------------------------
DENWAY MOTORS LTD AGM Meeting Date: 05/10/2004
Issuer: Y2032Y106 ISIN: HK0203009524
SEDOL: 6263766
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND AND A SPECIAL DIVIDEND Management For
3. ELECT THE DIRECTORS AND AUTHORIZE THE BOARD TO Management For
FIX THEIR REMUNERATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For
TO FIX THEIR REMUNERATION
5. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM HKD 400,0 00,000 TO HKD 1,000,000,000
BY THE CREATION OF 6,000,000,000 ADDITIONAL SHARES
OF HKD 0.10 EACH
6. APPROVE THAT, SUBJECT TO AND CONDITIONAL UPON Management For
I) THE LISTING COMMITTEE OF THE STOCK EXCHANGE
OF HONG KONG LIMITED GRANTING OR AGREEING TO
GRANT LISTING OF A ND PERMISSION TO DEAL IN THE
BONUS SHARES; AND II) THE PASSING OF RESOLUTION
5 : A) UPON THE RECOMMENDATION OF THE DIRECTORS
OF THE COMPANY, A SUM OF HKD 350 ,853,476.70
BEING PART OF THE AMOUNT STANDING TO THE CREDIT
OF SHARE PREMIUM A CCOUNT OF THE COMPANY, OR
SUCH LARGER SUM AS MAY BE NECESSARY TO GIVE EFFECT
T O THE BONUS ISSUE OF SHARES PURSUANT TO THIS
RESOLUTION, BE CAPITALIZED AND AC CORDINGLY THE
DIRECTORS OF THE COMPANY BE AUTHORIZED AND DIRECTED
TO APPLY SUC H SUM IN PAYING UP IN FULL AT PAR
NOT LESS THAN 3,508,534,767 UNISSUED SHARES OF
BONUS SHARES HKD 0.10 EACH IN THE CAPITAL OF
THE COMPANY AND THAT SUCH BO NUS SHARES BE ALLOTTED
AND DISTRIBUTED, CREDITED AS FULLY PAID UP, TO
AND AMON GST THOSE SHAREHOLDERS WHOSE NAMES APPEAR
ON THE REGISTER OF MEMBERS OF THE CO MPANY ON
10 MAY 2004 RECORD DATE ON THE BASIS OF ONE
BONUS SHARE FOR EVERY E XISTING ISSUED SHARE
OF HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY
HELD BY TH EM RESPECTIVELY ON THE RECORD DATE;
B) THE SHARES TO BE ISSUED PURSUANT TO THI S
RESOLUTION SHALL, SUBJECT TO THE MEMORANDUM AND
THE ARTICLES OF ASSOCIATION OF THE COMPANY, RANK
PARI PASSU IN ALL RESPECTS WITH THE SHARES OF
HKD 0.10 EA CH IN THE CAPITAL OF THE COMPANY
IN ISSUE ON THE RECORD DATE, EXCEPT THAT THEY
WILL NOT RANK FOR THE BONUS ISSUE OF SHARES MENTIONED
IN THIS RESOLUTION AND THE FINAL DIVIDEND AND
SPECIAL DIVIDEND FOR THE YE 31 DEC 2003; AND
C) THE DIR ECTORS OF THE COMPANY BE AUTHORIZED
TO DO ALL ACTS AND THINGS AS ANY BE NECESS ARY
AND EXPEDIENT IN CONNECTION WITH THE ALLOTMENT
AND ISSUE OF THE BONUS SHAR ES INCLUDING, BUT
NOT LIMITED TO, DETERMINING THE AMOUNT TO BE
CAPITALIZED OUT OF SHARE PREMIUM ACCOUNT AND
THE NUMBER OF BONUS SHARES TO BE ALLOTTED AND
DI STRIBUTED IN THE MANNER REFERRED TO IN THIS
RESOLUTION
7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
SHARES IN THE CAPITAL OF THE COMPANY DURING THE
RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG
KONG LIM ITED THE STOCK EXCHANGE OR ANY OTHER
STOCK EXCHANGE ON WHICH THE SHARES OF T HE COMPANY
MAY BE LISTED AND RECOGNIZED BY THE SECURITIES
AND FUTURES COMMISSI ON AND THE STOCK EXCHANGE
FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND REQUIREMENTS OF
THE RULES GOVERNING THE LISTING OF SE CURITIES
ON THE STOCK EXCHANGE OR OF ANY OTHER STOCK EXCHANGE
AS AMENDED FROM TIME TO TOME, NOT EXCEEDING 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH T HE NEXT AGM OF THE COMPANY IS
TO BE HELD BY LAW
8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS INCLUDING WARRANTS,
BONDS, DEBENTURES, NOTES AND OTHER SECURITIES
W HICH CARRY RIGHTS TO SUBSCRIBE FOR OR ARE CONVERTIBLE
INTO SHARES OF THE COMPA NY DURING AND AFTER
THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE
AGGREGATE N OMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY OTHERWISE THAN PURSUA
NT TO: A) A RIGHTS ISSUE; OR B) AN ISSUE OF SHARES
UPON THE EXERCISE OF SUBSCR IPTION RIGHTS UNDER
ANY OPTION SCHEME OR SIMILAR ARRANGEMENT; OR
C) ANY ISSUE OF SHARES PURSUANT TO THE EXERCISE
OF RIGHTS OR SUBSCRIPTION OR CONVERSION UND ER
THE TERMS OF ANY WARRANTS, BONDS, DEBENTURES,
NOTES AND OTHER SECURITIES OF THE COMPANY WHICH
CARRY RIGHTS TO SUBSCRIBE FOR OR ARE CONVERTIBLE
INTO SHARE S OF THE COMPANY; OR D) AN ISSUE OF
SHARES PURSUANT TO ANY SCRIP DIVIDEND OR S IMILAR
ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NE XT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AG M IS TO BE HELD BY LAW
9. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
7 AND 8, TO EXTEND THE GE NERAL MANDATE GRANTED
TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE
AND DEAL WITH ANY ADDITIONAL SHARES OF THE COMPANY
PURSUANT TO RESOLUTION 8, BY AN AMO UNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMP ANY REPURCHASED BY THE COMPANY PURSUANT
TO RESOLUTION 7, PROVIDED THAT SUCH AM OUNT DOES
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE C APITAL OF THE COMPANY AT
THE DATE OF PASSING THIS RESOLUTION
S.10 AMEND ARTICLE 2, 73, 82, 89,100,105, 107, 135 Management For
AND 178 OF THE ARTICLES OF ASSOC IATION OF THE
COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD AGM Meeting Date: 05/11/2004
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE BUSINESS REPORT OF 2003 Management For
1.2 RECEIVE THE SUPERVISORS REVIEW REPORT Management For
1.3 RECEIVE THE REPORT OF STATUS OF ACQUISITION OR Management For
DISPOSAL OF ASSETS WITH RELATED PARTIES FOR 2003
1.4 RECEIVE THE REPORT OF STATUS OF GUARANTEE PROVIDED Management For
TSMC AS OF THE END OF 2003
2.1 APPROVE TO ACCEPT 2003 BUSINESS REPORT AND FINANCIAL Management For
STATEMENT
2.2 APPROVE THE DISTRIBUTION OF 2003 PROFITS CASH Management For
DIVIDEND TWD 0.6 PER SHARE, STO CK DIVIDEND 140
SHARES PER 1000 SHARES SUBJECT TO 20% WITHHOLDING
TAX
2.3 APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management For
EARNINGS, STOCK DIVIDEND: 140 FOR 1,000 SHARES
HELD
- ------------------------------------------------------------------------------------------------------------------------------------
NANYA TECHNOLOGY CORPORATION AGM Meeting Date: 05/12/2004
Issuer: Y62066108 ISIN: TW0002408002
SEDOL: 6283601
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE REPORT ON THE BUSINESS OPERATIONS Management Abstain
OF 2003
1.2 APPROVE THE AUDITED REPORTS FOR 2003 Management Abstain
1.3 APPROVE THE REPORT ON THE ISSUING STATUS ON FIRST Management Abstain
EUROPEAN CONVERTIBLE BOND E CB
1.4 APPROVE THE REVISION OF THE 2001 AND 2002 EMPLOYEE Management Abstain
STOCK OPTION PLAN
2.1 APPROVE THE FINANCIAL STATEMENTS AND THE APPROPRIATION Management Abstain
FOR OFFSETTING DEFICIT
2.2 APPROVE THE REVISION OF THE ARTICLES OF INCORPORATION Management Abstain
2.3 APPROVE THE CAPITAL INJECTION BY ISSUING NEW Management Abstain
COMMON STOCK OR GDR S
2.4 ELECT THE DIRECTORS AND THE SUPERVISORS Management Abstain
2.5 APPROVE TO RELEASE THE PROHIBITION ON THE DIRECTORS Management Abstain
FROM PARTICIPATION OF COMP ETITIVE BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
NANYA TECHNOLOGY CORPORATION OGM Meeting Date: 05/12/2004
Issuer: Y62066108 ISIN: TW0002408002
SEDOL: 6283601
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE 2003 REPORT OF THE BUSINESS Non-Voting Non-Vote Proposal
1.2 RECEIVE THE SUPERVISORS REPORT OF 2003 AND THE Non-Voting Non-Vote Proposal
AUDITED FINANCIAL REPORT
1.3 RECEIVE THE ISSUANCE OF THE UNSECURED BOND Non-Voting Non-Vote Proposal
1.4 RECEIVE THE REVISION OF THE PROVISIONS OF THE Non-Voting Non-Vote Proposal
2001 AND 2002 EMPLOYEE STOCK OPT ION PLAN
2.1 APPROVE TO ACCEPT THE 2003 BUSINESS REPORT AND Management Abstain
THE FINANCIAL STATEMENTS AND TH E OFFSET OF LOSS
2.2 AMEND ARTICLES 6, 13, 15, 16, 19 AND 21 OF THE Management Abstain
ARTICLES OF INCORPORATION
2.3 AMEND ARTICLES 6 AND 21 OF THE ARTICLES OF INCORPORATION Management Abstain
2.4 APPROVE THE CAPITAL INCREASE BY ISSUING NEW COMMON Management Abstain
SHARES OR GDRS
2.5 APPROVE THE REVISIONS OF THE ELECTION OF THE Management Abstain
DIRECTORS AND SUPERVISORS
2.6 APPROVE THE LIFT OF THE DIRECTORS FROM NON-COMPETITION Management Abstain
RESTRICTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
SWIRE PACIFIC LTD AGM Meeting Date: 05/13/2004
Issuer: Y83310105 ISIN: HK0019000162
SEDOL: 5675607, 6867748, 6868633
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. DECLARE A FINAL DIVIDEND Management For
2. RE-ELECT THE DIRECTORS Management For
3. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
THE DIRECTORS TO FIX THEIR REMUNERATION
4. AUTHORIZE THE DIRECTORS TO MAKE ON MARKET SHARE Management For
REPURCHASES OF ANY CLASS OF TH E COMPANY S SHARES
DURING THE RELEVANT PERIOD, NOT EXCEEDING 10%
OF THE AGGREG ATE NOMINAL AMOUNT OF THE SHARES
OF THAT CLASS IN ISSUE; AUTHORITY EXPIRES TH
E EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WI THIN WHICH THE
NEXT AGM IS TO BE HELD BY LAW
5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGRE
GATE NOMINAL AMOUNT OF THE SHARES OF THAT CLASS
IN ISSUE OTHERWISE THAN PURSUA NT TO: I) A RIGHTS
ISSUE; OR II) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT;
A UTHORITY 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 ; THE NOMINAL AMOUNT OF ANY SHARES
OF THAT CLASS REPURCHASED BY THE COMPANY S UBSEQUENT
TO THE PASSING OF THIS RESOLUTION UP TO 10%
OF THE AGGREGATE NOMINA L AMOUNT OF THE SHARES
OF THAT CLASS IN ISSUE AT THE DATE OF PASSING
OF THIS R ESOLUTION
6. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWERS Management For
OF THE COMPANY REFERRED TO IN T HE RESOLUTION
5
S.7 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management For
A) BY ADDING SOME DEFINITION S IN ARTICLE 2(A)
AND BY DELETING SOME WORDS IN ARTICLE 2(A); B)
BY ADDING SOM E PARAGRAPHS (G) AND (H) AFTER
PARAGRAPH (F) IN ARTICLE 2; C) BY DELETING SOME
WORDS IN ARTICLE 7(A) AND SUBSTITUTING WITH NEW
WORDS; D) BY ADDING A NEW ART ICLE 63A AFTER
ARTICLE 63; E) BY ADDING NEW ARTICLE 81A AFTER
ARTICLE 81; F) B Y DELETING SOME WORDS IN ARTICLE
95 AND SUBSTITUTING WITH NEW WORDS; G) BY AME
NDING ARTICLE 116; H) BY ADDING SOME WORDS IN
ARTICLE 123; I) BY DELETING ARTI CLE 165 AND
SUBSTITUTING WITH THE NEW ARTICLE; J) BY DELETING
ARTICLE 167 AND SUBSTITUTING WITH THE NEW ARTICLE;
K) BY DELETING ARTICLE 169 AND SUBSISTING W ITH
THE NEW ARTICLE; L) BY DELETING ARTICLE 171 AND
SUBSTITUTING WITH THE NEW ARTICLE; M) BY DELETING
SOME WORDS IN ARTICLE 172 AND SUBSTITUTING WITH
THE NE W WORDS; N) BY DELETING ARTICLE 174 ENTIRELY
AND SUBSTITUTING WITH THE NEW ART ICLE; AND O)
BY DELETING ARTICLE 175 ENTIRELY
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC AGM Meeting Date: 05/18/2004
Issuer: Y15010104 ISIN: CN0005789556
SEDOL: 6291819, 7027756
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management For
OF THE SINOPEC CORP., FOR THE YE 31 DEC 2003
2. APPROVE THE REPORT OF THE SUPERVISORY COMMITTEE Management For
OF SINOPEC CORP., FOR THE YE 3 1 DEC 2003
3. APPROVE THE AUDITED ACCOUNTS AND THE AUDITED Management For
CONSOLIDATED ACCOUNTS OF SINOPEC CORP., FOR THE
YE 31 DEC 2003
4. APPROVE THE SINOPEC CORP., S 2003 PROFIT APPROPRIATION Management For
PLAN AND THE FINAL DIVI DEND
5. APPOINT MESSRS KPMG HUAZHEN AND KPMG AS THE PRC Management For
AND INTERNATIONAL AUDITORS RES PECTIVELY, OF
SINOPE CORP., FOR 2004 AND AUTHORIZE THE BOARD
OF DIRECTORS TO F IX THEIR REMUNERATION
S.1 AUTHORIZE THE DIRECTORS OF SINOPEC CORP., PURSUANT Management Against
TO THE COMPANY LAW OF THE P EOPLE S REPUBLIC
OF CHINA PRC COMPANY LAW AND THE LISTING
RULES OF THE REL EVANT STOCK EXCHANGES, TO ISSUE
FOREIGN SHARES LISTED OVERSEAS BY CONVERSION
O F THE SURPLUS RESERVE INTO SHARE CAPITAL IN
ACCORDANCE WITH THE COMPANY LAW OF THE PRC AND
THE ARTICLES OF ASSOCIATION OF SINOPEC CORP.,
AND TO DETERMINE TH E CLASS AND NUMBER OF NEW
SHARES TO BE ISSUED, ISSUE PRICE, STARTING AND
CLOSI NG DATED FOR THE ISSUE, CLASS AND NUMBER
OF SHARES TO BE ISSUED TO THE EXISTIN G SHARE
HOLDERS AND THE MAKING OR GRANTING OF OFFERS,
AGREEMENTS AND OPTIONS D URING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE
OF 20% OF THE EXISTING OVERSEAS LISTED FOREIGN
SHARES OF SINOPEC CORP.,; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE SINOPEC CORP., OR 12 MON THS ; AUTHORIZE
THE BOARD OF DIRECTORS, SUBJECT TO THE APPROVAL
OF THE RELEVAN T AUTHORITIES OF THE PRC AND IN
ACCORDANCE WITH COMPANY LAW OF THE PRC, TO INC
REASE THE REGISTERED CAPITAL OF SINOPEC CORP.,
UP TO CNY 90,058,536,600 AND TO SIGN THE NECESSARY
DOCUMENTS, COMPLETE THE NECESSARY FORMALITIES
AND TAKE OTH ER NECESSARY STEPS TO COMPLETE THE
ALLOTMENT AND ISSUE AND LISTING OF NEW SHAR ES;
AND AUTHORIZE THE BOARD OF DIRECTORS TO MAKE
APPROPRIATE AND NECESSARY AME NDMENTS TO ARTICLES
20 AND 23 OF THE ARTICLES OF ASSOCIATION AFTER
COMPLETION OF THE ALLOTMENT AND ISSUE OF NEW
SHARES BY THE SINOPEC CORP.,
S.2 AMEND ARTICLES OF ASSOCIATION AND ITS SCHEDULES Management For
AS : A) ADDITION OF CLAUSES IN RELATION TO EXTERNAL
GUARANTEES IN THE ARTICLES OF ASSOCIATION AND
ITS SCHEDU LES BY AMENDING SUB-PARAGRAPH (8)
OF SECTION 1 OF ARTICLE 107, SECTION 2 OF AR
TICLE 107, SUB-PARAGRAPH (3) OF ARTICLE 13 AND
SUB-PARAGRAPH (8) OF SECTION 1 OF ARTICLE 2 AND
INSERTING SUB-PARAGRAPH (3) AFTER SUB-PARAGRAPH
(2) OF SECTIO N 4 OF ARTICLE 33; B) ADDITION
OF CLAUSES IN RELATION TO SHAREHOLDERS MEETING
S AND BOARD MEETING IN ARTICLES OF ASSOCIATION
AND ITS SCHEDULES IN ACCORDANCE WITH APPENDIX
3 AND OTHER PROVISIONS OF THE LISTING RULES OF
THE HONG KONG ST OCK EXCHANGE BY INSERTING A
SECTION IN ARTICLE 74 AS SECTION 2, AND AMENDING
S UB-PARAGRAPH (4) OF ARTICLE 100, SUB-PARAGRAPH
(3) OF ARTICLE 101, SECTION (2) OF ARTICLE 157
AND PARAGRAPH 1 OF SECTION 1 OF ARTICLE 76, INSERTING
A SECTIO N IN ARTICLE 62 AS SECTION 2 AND SECTION
7 OF ARTICLE 33; AND C) AMEND ARTICLE S OF ASSOCIATION
ITS SCHEDULES REGARDING DETAILED RULES ON THE
WORK OF THE SEC RETARY OF THE BOARD BY AMENDING
SECTION 1 OF ARTICLE 119 AND ARTICLE 20
- ------------------------------------------------------------------------------------------------------------------------------------
PETROCHINA CO LTD AGM Meeting Date: 05/18/2004
Issuer: Y6883Q104 ISIN: CN0009365379
SEDOL: 5939507, 6226576
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management For
OF THE COMPANY FOR THE YEAR 2003
2. APPROVE THE REPORT OF THE SUPERVISORY COMMITTEE Management For
OF THE COMPANY FOR THE YEAR 20 03
3. APPROVE THE AUDITED FINANCIAL STATEMENT OF THE Management For
COMPANY FOR THE YEAR 2003
4. APPROVE THE DECLARATION AND PAYMENT OF A FINAL Management For
DIVIDEND FOR THE YE 31 DEC 2003 IN THE AMOUNT
AND IN THE MANNER RECOMMENDED BY THE BOARD OF
DIRECTORS
5. AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE Management For
THE DISTRIBUTION OF INTERIM DIVI DEND FOR THE
YEAR 2004
6. APPOINT PRICEWATERHOUSECOOPERS, CERTIFIED PUBLIC Management For
ACCOUNTANT AS THE INTERNATION AL AUDITORS OF
THE COMPANY AND PRICEWATERHOUSECOOPERS ZHONG
TIAN CPAS LIMITED COMPANY, CERTIFIED PUBLIC ACCOUNTANTS,
AS THE DOMESTIC AUDITORS OF THE COMPANY FOR THE
YEAR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERAT ION
7. ELECT THE DIRECTORS OF THE COMPANY Management For
8. ELECT THE SUPERVISORS OF THE COMPANY Management For
S.9 AUTHORIZE THE BOARD OF DIRECTORS TO MAKE AMENDMENTS Management Against
TO THE ARTICLES OF ASSOCIA TION OF THE COMPANY
AS IT THINKS FIT SO AS TO INCREASE THE REGISTERED
SHARE CA PITAL OF THE COMPANY AND REFLECT THE
NEW CAPITAL STRUCTURE OF THE COMPANY UPON THE
ALLOTMENT AND ISSUANCE OF SHARES OF THE COMPANY
AS CONTEMPLATED IN THIS R ESOLUTION DURING THE
RELEVANT PERIOD TO ALLOT AND DEAL WITH ADDITIONAL
DOMESTI C SHARES AND OVERSEAS LISTED FOREIGN
SHARES OF THE COMPANY AND TO MAKE GRANT O FFERS,
AGREEMENTS AND OPTIONS IN RESPECT TO THE FOLLOWING
CONDITIONS: SUCH MAN DATE SHALL NOT EXCEED BEYOND
THE RELEVANT PERIOD TO MAKE OR GRANT OFFERS,
AGRE EMENTS OR OPTIONS THE AGGREGATE NOMINAL
AMOUNT OF THE DOMESTIC SHARES AND OVER SEAS LISTED
FOREIGN SHARES ISSUED AND ALLOTTED OR AGREED
TO BE ISSUED AND ALLO TTED BY THE BOARD OF DIRECTORS
OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE;
O R II) ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT
ADOPTED BY THE COMPANY FR OM TIME TO TIME FOR
THE GRANT OR ISSUE TO OFFICERS AND EMPLOYEES
OF THE COMPAN Y AND/OR ANY OF ITS SUBSIDIARIES
OF SHARES OR RIGHTS TO ACQUIRE SHARES OF THE
COMPANY SHALL NOT EXCEED 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE DOMESTIC S HARES AND OVERSEAS
LISTED FOREIGN SHARES OF THE COMPANY IN ISSUE
AS AT THE DAT E OF THIS RESOLUTION, UNDER SUCH
MANDATE IN ACCORDANCE WITH THE COMPANY LAW OF
THE PRC AND THE RULES GOVERNING THE LISTING OG
SECURITIES ON THE STOCK EXCHAN GE OF HONG KONG
LIMITED AND ONLY IF ALL NECESSARY APPROVALS FROM
CHINA SECURIT IES REGULATORY COMMISSION AND/OR
OTHER RELEVANT PRC GOVERNMENT AUTHORITIES ARE
OBTAINED; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
THE EXPIRATION OF THE PERIOD OF 12 MONTHS
10. TRANSACT ANY OTHER MATTERS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
TELEKOM MALAYSIA BHD AGM Meeting Date: 05/18/2004
Issuer: Y8578H118 ISIN: MYL4863OO006
SEDOL: 5102105, 6868398
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR Management For
THE FYE 31 DEC 2003 AND THE REPOR TS OF THE DIRECTORS
AND THE AUDITORS THEREON
2. APPROVE THE DECLARATION OF THE FINAL DIVIDEND Management For
OF 10 SEN PER SHARE AND THE SPEC IAL DIVIDEND
OF 10 SEN PER SHARE FOR THE YE 31 DEC 2003
3. RE-ELECT MR. TAN SRI DATO IR. MUHAMMAD RADZI Management For
BIN HAJI MANSOR AS A DIRECTOR, W HO RETIRES PURSUANT
TO ARTICLE 103
4. RE-ELECT MR. IR. PRABAHAR N.K. SINGAM AS A DIRECTOR, Management For
WHO RETIRES PURSUANT TO A RTICLE 103
5. RE-ELECT MR. DATO LIM KHENG GUAN AS A DIRECTOR, Management For
WHO RETIRES PURSUANT TO ARTIC LE 103
6. RE-ELECT MR. ROSLI BIN MAN AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 103
7. RE-ELECT MR. TAN POH KEAT AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 103
8. RE-ELECT MR. DATUK DR. HALIM BIN SHAFIE AS A Management Against
DIRECTOR, WHO RETIRES PURSUANT TO ARTICLE 103
9. RE-ELECT MR. DATO ABDUL MAJID BIN HAJI HUSSAIN Management For
AS A DIRECTOR, WHO RETIRES PUR SUANT TO ARTICLE
103
10. APPROVE THE DIRECTORS FEES AND THE REMUNERATION Management For
11. RE-APPOINT THE RETIRING AUDITORS AND AUTHORIZE Management For
THE DIRECTORS TO FIX THEIR REMU NERATION
12. AUTHORIZE THE BOARD OF DIRECTORS PURSUANT TO Management For
SECTION 132D OF THE ACT AND SUBJE CT TO THE COMPANIES
ACT, 1965 THE ACT , ARTICLE OF ASSOCIATION OF
THE COMPANY , APPROVAL FROM THE MALAYSIA SECURITIES
BERHAD AND OTHER GOVERNMENT OR REGULAT ORY BODIES,
TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY
UP TO 10% OF THE AGG REGATE NUMBER OF THE ISSUED
SHARE CAPITAL OF THE COMPANY
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD AGM Meeting Date: 05/20/2004
Issuer: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, 6190273, 6191458
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND Management For
3. ELECT THE DIRECTORS Management For
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management Against
OF ADDITIONAL SHARES, NOT EXCEED ING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THE RESOLUTION; AUTHORITY IS
VALID UNTIL THE NEXT AGM
5.2 AUTHORIZE THE DIRECTORS TO REPURCHASE SHARES Management For
OF HKD 0.50 EACH IN THE CAPITAL O F THE COMPANY
DURING THE RELEVANT PERIOD IN ACCORDANCE WITH
ALL APPLICABLE LAW S AND THE REQUIREMENTS OF
THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
OF ANY OTHER STOCK EXCHANGE, NOT EXCEE DING 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE CO MPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMP ANY IS
TO BE HELD BY LAW
5.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS OF THE COMPANY TO ISSUE AND
DISPOSE OF ADDITIONAL SHARES PURSUANT TO RESOLUTION
5.1, BY THE A DDITION OF AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CA
PITAL REPURCHASED BY THE COMPANY PURSUANT TO
RESOLUTION 5.2, PROVIDED THAT SUC H AMOUNT DOES
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHA RE CAPITAL OF THE COMPANY AT
THE DATE OF PASSING THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD EGM Meeting Date: 05/20/2004
Issuer: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, 6190273, 6191458
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND ARTICLES 2, 16, 37, 38, 80, 84(B), 91(A), Management For
95(C), 101(A)(VII), 102(I), 10 2(J), 102(K),
102(L), 103(A), 107, 109, 118, 183(A) AND 183(B)
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
HUTCHISON WHAMPOA LTD AGM Meeting Date: 05/20/2004
Issuer: Y38024108 ISIN: HK0013000119
SEDOL: 5324910, 6448035, 6448068
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE STATEMENT OF ACCOUNTS Management For
AND REPORTS OF THE DIRECTORS AN D THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND Management For
3. ELECT THE DIRECTORS Management For
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTOR TO ISSUE AND DISPOSE OF Management Against
ADDITIONAL ORDINARY SHARES OF T HE COMPANY NOT
EXCEEDING 20% OF THE EXISTING ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY
5.2 AUTHORIZE THE DIRECTOR, DURING THE RELEVANT PERIOD, Management For
TO REPURCHASE ORDINARY SHA RES OF HKD 0.25 EACH
IN THE CAPITAL OF THE COMPANY IN ACCORDANCE WITH
ALL APPL ICABLE LAWS AND THE REQUIREMENTS OF
THE RULES GOVERNING THE LISTING OF SECURIT IES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
OF ANY OTHER STOCK EXCHANGE, NOT EXCEEDING 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ORDINARY
SHARE CAPIT AL OF THE COMPANY IN ISSUE AT THE
DATE OF THIS RESOLUTION; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERI OD WITHIN WHICH
THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD
5.3 APPROVE, PURSUANT TO RESOLUTION 1, TO EXTEND Management For
THE AUTHORITY GRANTED TO THE DIRE CTOR TO ISSUE
AND DISPOSE OF ADDITIONAL ORDINARY SHARES, BY
THE ADDING THERETO AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE ORDINARY SHARE
CAP ITAL OF THE COMPANY REPURCHASED BY THE COMPANY
UNDER THE AUTHORITY GRANTED PUR SUANT TO RESOLUTION
2, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED
10% OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY AT THE
DATE OF THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
HUTCHISON WHAMPOA LTD EGM Meeting Date: 05/20/2004
Issuer: Y38024108 ISIN: HK0013000119
SEDOL: 5324910, 6448035, 6448068
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY: A) ADDING SOME DEFINITION S IN ARTICLE 2;
B) DELETING ARTICLE 16 IN ITS ENTIRELY AND SUBSTITUTING
WITH T HE NEW ARTICLE; C) DELETING ARTICLES 34(A)
AND 34(B) AND SUBSTITUTE WITH THE N EW ARTICLES
; D) DELETING SOME WORDS IN ARTICLE 57; E) RENUMBERING
THE EXISTIN G ARTICLE 65 AS 65(A) AND ADDING
A NEW ARTICLE AS 65(B); F) ) RENUMBERING THE
EXISTING ARTICLE 73 AS 73(A) AND ADDING A NEW
ARTICLE AS 73(B); G) INSERTING S OME LINES IN
ARTICLE 85; H) DELETING ARTICLE 89 AND REPLACING
WITH THE NEW ART ICLE; I) DELETING ARTICLE 90
AND REPLACING WITH THE NEW ARTICLE; J) ADDING
NEW ARTICLE AFTER ARTICLE 92(D); K) DELETING
ARTICLES 97(A) AND 97(B) AND REPLACI NG WITH
THE NEW ARTICLES; L) DELETING ARTICLE 97(D) AND
REPLACING WITH THE NEW ARTICLE; M) RENUMBERING
THE EXISTING ARTICLE 145 AS 145(A) AND ADDING
A NEW A RTICLE AS 145(B)
O.1 APPROVE THE SHARE OPTION SCHEME OF HUTCHISON Management Against
HARBOUR RING LIMITED THE HHR SHA RE OPTION SCHEME
; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
ACTING TOGETHER, INDIVIDUALLY OR BY COMMITTEE
TO APPROVE ANY AMENDMENTS TO THE RULES OF THE
H3 GI SHARE OPTION SCHEME NOT OBJECTED BY THE
STOCK EXCHANGE OF HONG KONG LIMITED AND TO TAKE
ALL STEPS DEEM NECESSARY, DESIRABLE OR EXPEDIENT
TO CARRY IN TO E FFECT THE HHR SHARE OPTION SCHEME
O.2 APPROVE THE SHARE OPTION SCHEME OF HUTCHISON Management Against
SG UK HOLDINGS LIMITED THE HSGUK H SHARE OPTION
SCHEME ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
ACTING TOGE THER, INDIVIDUALLY OR BY COMMITTEE
TO APPROVE ANY AMENDMENTS TO THE RULES OF T HE
HSGUKH SHARE OPTION SCHEME NOT OBJECTED BY THE
STOCK EXCHANGE OF HONG KONG LIMITED AND TO TAKE
ALL STEPS DEEM NECESSARY, DESIRABLE OR EXPEDIENT
TO CARRY IN TO EFFECT THE HSGUKH SHARE OPTION
SCHEME
O.3 APPROVE THE SHARE OPTION SCHEME OF HUTCHISON Management Against
3G ITELLA S.P.A. THE H3GI SHARE O PTION SCHEME
; AND AUTHORIZE THE DIRECTORS OF THE COMPANY
ACTING TOGETHER, IND IVIDUALLY OR BY COMMITTEE
TO APPROVE ANY AMENDMENTS TO THE RULES OF THE
H3GI S HARE OPTION SCHEME NOT OBJECTED BY THE
STOCK EXCHANGE OF HONG KONG LIMITED AND TO TAKE
ALL STEPS DEEM NECESSARY, DESIRABLE OR EXPEDIENT
TO CARRY IN TO EFFEC T THE H3GI SHARE OPTION SCHEME
- ------------------------------------------------------------------------------------------------------------------------------------
BOC HONG KONG (HOLDINGS) LTD AGM Meeting Date: 05/21/2004
Issuer: Y0920U103 ISIN: HK2388011192
SEDOL: 6536112
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED STATEMENTS OF Management For
ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND
OF THE AUDITORS OF THE COMPANY FOR THE YE 31
DEC 2003
2. DECLARE A FINAL DIVIDEND OF HKD 0.32 PER SHARE Management For
FOR THE YE 31 DEC 2003
3. RE-ELECT THE DIRECTORS Management For
4. APPROVE THAT WITH EFFECT FROM 01 JAN 2004 AND Management For
UNTIL THE SHAREHOLDERS RESOLVE O THERWISE, TO
PAY ADDITIONAL REMUNERATION TO NON-EXECUTIVE
DIRECTORS AND SENIOR ADVISER WHO ARE ALSO CHAIRMAN
OR THE MEMBERS OF COMMITTEES OF THE BOARD OF
DI RECTORS COMMITTEE(S) AS FOLLOWS: A) HKD
100,000 PER ANNUM PER COMMITTEE TO E ACH COMMITTEE
CHAIRMAN, TO BE PRO-RATED IN THE CASE OF AN INCOMPLETE
YEAR OF S ERVICES; AND B) HKD 50,000 PER ANNUM
PER COMMITTEE TO EACH COMMITTEE MEMBER, T O BE
PRO-RATED IN THE CASE OF AN INCOMPLETE YEAR OF
SERVICES
5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
TO DETERMINE THEIR REMUNERATION
S.6 AMEND ARTICLE 2(A), 15, 40, 76A, 80(A), 98, 99, Management For
102, 106(G), 109 AND 110 OF AR TICLES OF ASSOCIATIONS
OF THE COMPANY
7. APPROVE THAT WITH EFFECT FROM 01 JAN 2004 AND Management For
UNTIL THE SHAREHOLDERS RESOLVE O THERWISE, EACH
MEMBER AND SECRETARY OF COMMITTEES OF THE BOARD
OF DIRECTORS C OMMITTEE(S) WHO ARE NOT THE
DIRECTORS OR SALARIED EMPLOYEES OF THE GROUP
SHAL L BE PAID A FEE OF HKD 50,000 PER ANNUM,
TO BE PRO-RATED IN THE CASE OF AN INC OMPLETE
YEAR OF SERVICE PROVIDED THAT NO MEMBER OR SECRETARY
SHALL RECEIVE ANY FEE IN EXCESS OF HKD 50,000
IRRESPECTIVE OF THE NUMBER OF COMMITTEE(S) HE
OR SHE HAS SERVED
8. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management Against
THIS RESOLUTION, TO ALLOT, ISSUE, GRANT, DISTRIBUTE
AND OTHERWISE DEAL WITH ADDITIONAL SHARES AND
TO MAKE OR GR ANT OFFERS, AGREEMENTS, OPTIONS,
WARRANTS AND OTHER SECURITIES DURING AND AFTE
R THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE
OF A) 20% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT
THE DATE OF PA SSING OF THIS RESOLUTION; AND
B) THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SH ARE CAPITAL OF THE COMPANY PURCHASED BY THE
COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION
UP TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED SH ARE CAPITAL OF THE COMPANY AS AT
THE DATE OF PASSING OF THIS RESOLUTION , OTHE
RWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR
II) THE EXERCISE OF RIGHTS OF SUB SCRIPTION OR
CONVERSION UNDER THE TERMS OF ANY WARRANTS ISSUED
BY THE COMPANY OR ANY SECURITIES WHICH ARE CONVERTIBLE
INTO SHARES; OR III) ANY SHARE OPTION SCHEME
OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEME NT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE CO MPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
9. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management For
THIS RESOLUTION, TO PURCHASE SHAR ES DURING THE
RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG
KONG LIMITED THE STOCK EXCHANGE OR ANY OTHER
STOCK EXCHANGE ON WHICH THE SHARES MAY BE LISTED
AND RECOGNIZED BY THE SECURITIES AND FUTURES
COMMISSION OF HONG KONG AND THE STOCK EXCHANGE
FOR THIS PURPOSE, SUBJECT TO AND IN ACCORDANCE
WITH ALL APPLICA BLE LAWS INCLUDING THE HONG
KONG CODE ON SHARE REPURCHASES AND THE RULES
GOVER NING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE AS AMENDED FROM TIME TO TIME , NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE C APITAL OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE E XPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
10. APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE BOARD OF DIRECTORS, CONDI TIONAL ON THE
PASSING OF RESOLUTIONS 8 AND 9, TO ALLOT, ISSUE,
GRANT, DISTRIBU TE OR OTHERWISE DEAL WITH ADDITIONAL
SHARES IN THE COMPANY PURSUANT TO RESOLUT ION
8, BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SH ARE CAPITAL OF THE COMPANY
PURCHASED BY THE COMPANY PURSUANT TO RESOLUTION
9, 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 RESOLUT IONS 8 AND 9
- ------------------------------------------------------------------------------------------------------------------------------------
KEPPEL LTD CRT Meeting Date: 05/26/2004
Issuer: V53838112 ISIN: SG1E04001251
SEDOL: 0490515, 5683741, 6490263
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CONFIRM THE CAPITAL REDUCTION UNDER SECTION 73 Management For
OF THE COMPANY S ACT (CHAPTER 5 0) APPROVED BY
THE COMPANY BY A WAY OF SPECIAL RESOLUTION PASSED
ON 28 APR 200 4 TO REDUCE ITS SPECIAL RESERVE
ACCOUNT BY THE SUM OF SGD 110,1170,000, AND TH
E SHARE PREMIUM ACCOUNT BY A SUM OF UP TO SGD
32,163,146.26 AND SUCH REDUCTION SHALL BE EFFECTED
BY RETURNING SGD 0.18 IN CASH FOR EACH ISSUED
AND FULLY PAI D UP ORDINARY SHARE OF SGD 0.50
EACH IN THE CAPITAL OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
SAMSUNG FIRE & MARINE INSURANCE CO LTD AGM Meeting Date: 05/28/2004
Issuer: Y7473H108 ISIN: KR7000810002
SEDOL: 6155250
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS (EXPECTED CASH Management For
DIVIDEND: KRW 1,000 PER 1 ORDI NARY SHARES; KRW
1,005 PER 1 PREFERENCE SHARES)
2. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION TO REFLECT THE AMENDMENT OF
THE INSURANCE BUSINESS ACT AND THE SECURITIES
AND EXCHANGE ACT
3. ELECT MR. KWANG-JIN KIM AS A DIRECTOR (EXECUTIVE Management For
AUDIT COMMITTEE MEMBER)
4. DETERMINE THE REMUNERATION LIMIT OF THE DIRECTORS Management For
(LIMIT: KRW 10,000,000,0000)
5. APPROVE STOCK OPTION FOR STAFF (TOTAL 40,000 Management For
SHARES FOR 6 STAFFS)
- ------------------------------------------------------------------------------------------------------------------------------------
CATHAY FINANCIAL HOLDING COMPANY LTD AGM Meeting Date: 06/03/2004
Issuer: Y11654103 ISIN: TW0002882008
SEDOL: 6425663
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE PRESENTATIONS Management
2. RECEIVE THE 2003 FINANCIAL STATEMENTS Management
3. APPROVE THE 2003 PROFIT DISTRIBUTION Management
4. OTHER ISSUES Other
- ------------------------------------------------------------------------------------------------------------------------------------
CATHAY FINANCIAL HOLDING COMPANY LTD AGM Meeting Date: 06/03/2004
Issuer: Y11654103 ISIN: TW0002882008
SEDOL: 6425663
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
128498 DUE TO CHANGE IN THE N UMBER OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISRE GARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1.1 RECEIVE THE REPORT ON THE 2003 BUSINESS OPERATION Management For
1.2.1 RECEIVE THE SUPERVISORS REVIEW FINANCIAL REPORT Management For
THE 2003 AUDITED REPORT
1.2.2 RECEIVE THE CPA AUDIT FINANCIAL REPORT Management For
2.1 APPROVE TO RECOGNIZE THE 2003 FINANCIAL STATEMENTS Management For
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION AND THE Management For
CASH DIVIDEND AT TWD 2.0 PER SHAR E
3.1 APPROVE THE ELECTION RULES OF DIRECTORS AND THE Management For
SUPERVISORS
3.2 APPROVE THE ARTICLES OF INCORPORATION Management For
4. ELECT THE DIRECTORS AND THE SUPERVISORS Management For
5. OTHER ISSUES AND EXTRAORDINARY MOTION Other Abstain
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE CANDIDATE
AND ELECTED AS DIRECTORS/SUPERVISORS, NO MATTER
THERE IS O R NOT THE RECOMMENDING LISTS FROM
THE COMPANY OR OTHER PARTIES. IF CLIENTS INT
END TO VOTE FOR SOME GIVEN CANDIDATE, THEY THEMSELVES
NEED TO CONTACT THE CAND IDATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID
NUMBER. WITHOUT SUCH SPECIFIC INFORMATION, AN
ELECTION WOULD BE DEEMED AS A NO VOTE
- ------------------------------------------------------------------------------------------------------------------------------------
FAR EASTERN TEXTILE LTD AGM Meeting Date: 06/04/2004
Issuer: Y24374103 ISIN: TW0001402006
SEDOL: 6331470
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE TO REPORT THE BUSINESS OF 2003 Management Abstain
1.2 APPROVE TO REPORT THE FINANCIAL REPORT OF 2003 Management Abstain
1.3 APPROVE TO REPORT THE SUPERVISOR S REVIEW REPORT Management Abstain
OF 2003
1.4 APPROVE TO REPORT THE STATUS OF 2003 CORPORATE Management Abstain
BOND ISSUANCE
1.5 APPROVE TO REPORT THE SETUP OF RULES FOR THE Management Abstain
DIRECTOR S MEETING
2.1 ACKNOWLEDGE THE 2003 AUDITED FINANCIAL STATEMENT Management For
2.2 ACKNOWLEDGE THE 2003 EARNINGS DISTRIBUTION PROPOSAL Management For
OF CASH DIVIDEND: TWD 0.5 PER SHARES, STOCK DIVIDEND:
70 SHARES PER 1000 SHARES
3.1 APPROVE THE REVISION OF ARTICLES OF INCORPORATION Management For
3.2 APPROVE ON THE RAISING CAPITAL BY ISSUING NEW Management For
SHARES
4.1 OTHER EXTRAORDINARY MOTIONS Other Abstain
- ------------------------------------------------------------------------------------------------------------------------------------
ASUSTEK COMPUTER INC AGM Meeting Date: 06/09/2004
Issuer: Y04327105 ISIN: TW0002357001
SEDOL: 6051046
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE 2003 BUSINESS OPERATION Management For
2. RECEIVE THE 2003 AUDITED REPORT BY CERTIFIED Management For
PUBLIC ACCOUNTANT
3. RECEIVE THE REPORT OF THE 2003 AUDITED REPORT Management For
4. APPROVE THE RELATED ISSUES OF CONVERTIBLE BOND Management For
ISSUANCE
5. ACKNOWLEDGE THE 2003 FINANCIAL STATEMENT Management For
6. ACKNOWLEDGE THE 2003 PROFIT DISTRIBUTION; CASH Management For
DIVIDEND: TWD 1.5 PER SHARE; ST OCK DIVIDEND:
100 FOR 1,000 SHARES HELD
7. APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management For
EARNINGS AND EMPLOYEE BONUS
8. AMEND THE ARTICLES OF INCORPORATION Management For
9. OTHERS Other Against
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
REVISED WORDING OF RESOLUTION N O. 6. IF YOU
HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FOR M UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
MEGA FINANCIAL HOLDING COMPANY AGM Meeting Date: 06/11/2004
Issuer: Y1822Y102 ISIN: TW0002886009
SEDOL: 6444066
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE 2003 BUSINESS OPERATION REPORT Management Abstain
1.2 APPROVE THE 2003 AUDITED REPORT Management Abstain
1.3 APPROVE THE STATUS OF ISSUING CONVERTIBLE BOND Management Abstain
1.4 APPROVE THE STATUS OF PURCHASING TREASURY STOCKS Management Abstain
1.5 APPROVE THE STATUS OF TRANSFERRING TREASURY STOCKS Management Abstain
TO EMPLOYEE
1.6 APPROVE THE REVISION TO THE RULES OF THE BOARD Management Abstain
OF DIRECTORS MEETING
2.1 APPROVE THE 2003 FINANCIAL STATEMENT Management For
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION Management For
3.1 APPROVE THE REVISION TO THE ARTICLE OF INCORPORATION Management For
3.2 APPROVE THE REVISION TO THE TRADING PROCEDURES Management For
OF DERIVATES
3.3 APPROVE THE REVISION TO THE RULES OF SHAREHOLDERS Management For
MEETING
4. EXTRAORDINARY MOTION Other Against
* PLEASE NOTE THAT ACCORDING TO CURRENT REGULATIONS, Non-Voting Non-Vote Proposal
IF A FOREIGN INSTITUTIONAL INVESTOR (FINI) HOLDS
MORE THAN 300,000 SHARES (INCLUSIVE), A FINI
MUST ATTEND IN PERSON OR ASSIGN ITS LOCAL AGENT
OR REPRESENTATIVE TO ATTEND AND EXERCISE VOTING
RIGHTS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
CNOOC LTD AGM Meeting Date: 06/14/2004
Issuer: Y1662W117 ISIN: HK0883013259
SEDOL: B00G0S5
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED ACCOUNTS FOR THE YE 31 DEC Management For
2003 TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND THE AUDITORS THEREON
2.1 RE-ELECT MR. SHOUWEI ZHOU AS DIRECTOR Management For
2.2 RE-ELECT MR. KENNETH S. COURTIS AS A DIRECTOR Management For
2.3 RE-ELECT MR. ERWIN SCHURTENBERGER AS A DIRECTOR Management For
2.4 RE-ELECT MR. EVERT HENKES AS A DIRECTOR Management For
3. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
4. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
SHARES IN THE CAPITAL OF TH E COMPANY DURING
THE RELEVANT PERIOD, INCLUDING ANY FORM OF DEPOSITARY
RECEIPT S REPRESENTING THE RIGHT TO RECEIVE SHARES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK
EXCHANGE OR ANY OTHER STOCK EXCHANGE ON WHICH
THE SHARES OF TH E COMPANY HAVE BEEN OR MAY BE
LISTED AND RECOGNIZED BY THE SECURITIES AND FUTU
RES COMMISSION UNDER THE HONG KONG CODE ON SHARE
REPURCHASES AND THE RULES GOV ERNING THE LISTING
OF SECURITIES ON THE STOCK EXCHANGE AS AMENDED
FROM TIME TO TIME THE AGGREGATE NOMINAL AMOUNT
OF SHARES WHICH WILL BE PURCHASED OR AGREED CONDITIONALLY
OR UNCONDITIONALLY TO BE PURCHASED WILL NOT EXCEEDING
10% OF TH E AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY; AUTHORITY EXP IRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF THE COMPANY IS TO BE HELD BY
THE A RTICLES OF ASSOCIATION
5. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management Against
WITH ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS DURIN G AND AFTER THE RELEVANT PERIOD,
NOT EXCEEDING THE AGGREGATE OF A) 20% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY; PLUS B) T HE NOMINAL
AMOUNT OF SHARE CAPITAL REPURCHASED UP TO 10%
OF THE AGGREGATE NOM INAL AMOUNT OF THE SHARE
CAPITAL , OTHERWISE THAN PURSUANT TO I) A RIGHTS
ISSU E; OR II) ANY SHARE OPTION SCHEME; OR III)
ANY SCRIP DIVIDEND ON SHARES IN ACC ORDANCE WITH
THE ARTICLES OF ASSOCIATION AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE N EXT AGM IS TO BE HELD BY THE ARTICLES OF
ASSOCIATION
6. AUTHORIZE THE DIRECTORS TO EXERCISE ALL THE POWERS Management For
OF THE COMPANY
S.7 AMEND THE ARTICLE 2(A), 15, 78, 97, 100, 104; Management For
DELETE THE EXISTING ARTICLE 103 AND BY REPLACING
THE NEW ARTICLE 103; DELETE THE EXISTING ARTICLE
108 AND BY R EPLACING THE NEW ARTICLE 108; AND
NEW ARTICLE 159A BE ADDED AFTER THE ARTICLE 159
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LTD AGM Meeting Date: 06/16/2004
Issuer: Y14965100 ISIN: HK0941009539
SEDOL: 6073556
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2003 AND THE RE PORTS OF THE
DIRECTORS AND THE AUDITORS
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For
3. ELECT THE DIRECTORS Management For
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. APPROVE THAT THE DIRECTOR S FEE FOR EACH DIRECTOR Management For
BE FIXED AT THE SUM OF HKD 1 80,000 FOR EACH
FY COMMENCING FOR THE 2004 FY AND UNTIL THE COMPANY
IN GENERAL MEETING OTHERWISE DETERMINES AND THAT
THE FEES WILL BE PAYABLE ON A TIME PRO- RATA
BASIS FOR ANY NON FULL YEAR S SERVICE
6. AUTHORIZE THE DIRECTORS TO PURCHASE SHARES OF Management For
HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY INCLUDING
ANY FORM OF DEPOSITARY RECEIPT REPRESENTING THE
RIGHT TO RECEIVE SUCH SHARES DURING THE RELEVANT
PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED
OR ANY OTHER STOCK EXCHANGE ON WHICH THE SECURITIES
OF THE COMPA NY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION UNDER
THE HONG KONG AND THE STOCK EXCHANGE OF HONG
KONG LIMITED, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY IN ISSUE AT THE DATE OF THE PASSING
OF THIS RESOLUTION; AUTHORITY EXPIRES THE EA
RLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRATION OF TH E PERIOD WITHIN
WHICH THE NEXT AGM IS TO BE HELD BY LAW
7. APPROVE THAT A GENERAL MANDATE BE GIVEN TO THE Management Against
DIRECTORS TO ALLOT, ISSUE AND D EAL WITH ADDITIONAL
SHARES IN THE COMPANY INCLUDING THE MAKING AND
GRANTING O F OFFERS, AGREEMENTS AND OPTIONS WHICH
MIGHT REQUIRE SHARES TO BE ALLOTTED, WH ETHER
DURING THE CONTINUANCE ON SUCH MANDATE OR THEREAFTER
, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY,
P LUS THE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT
TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM
EQUIVALE NT TO 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF THE PASSING OF THIS RESOLUTION
OTHERWISE THAN PURSUAN T TO: I) A RIGHTS ISSUE
WHERE SHARES ARE OFFERED TO SHAREHOLDERS ON A
FIXED RE CORD DATE IN PROPORTION TO THEIR THEN
HOLDINGS OF SHARES; II) THE EXERCISE OF OPTIONS
GRANTED UNDER ANY SHARE OPTION SCHEME ADOPTED
BY THE COMPANY; OR III) ANY SCRIP DIVIDEND OR
SIMILAR ARRANGEMENT; SUCH MANDATE EXPIRES THE
EARLIER O F THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIO D
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
8. APPROVE THAT THE DIRECTORS BE AUTHORIZED TO EXERCISE Management For
THE POWERS OF THE COMPANY REFERRED TO IN THE
RESOLUTION 7 IN RESPECT OF THE SHARE CAPITAL
OF THE COMPAN Y REFERRED TO IN SUCH RESOLUTION
S.9 AMEND THE COMPANY S ARTICLES OF ASSOCIATION AS Management For
FOLLOWS: A) ARTICLE 2 BY INSERT ING A NEW DEFINITION;
B) ARTICLE 2 BY DELETING FEW WORD AND REPLACING
WITH NEW WORDS; C) ARTICLE 75 BY INSERTING NEW
WORDS; D) BY ADDING ARTICLE 78A; E) BY DELETING
ARTICLE 97 AND REPLACING WITH A NEW ONE; F) BY
DELETING A WORD AND RE PLACING WITH A NEW ONE
IN ARTICLE 100; G) BY DELETING ARTICLE 103 AND
REPLACIN G WITH A NEW ONE; AND H) BY DELETING
ARTICLE 108 AND REPLACING WITH A NEW ONE
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LTD EGM Meeting Date: 06/16/2004
Issuer: Y14965100 ISIN: HK0941009539
SEDOL: 6073556
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE CONDITIONAL SALE AND PURCHASE AGREEMENT Management For
DATED 28 APR 2004 THE ACQ UISITION AGREEMENT
BETWEEN THE COMPANY, CHINA MOBILE HONG KONG
(BVI) LIMITED CMBVI AND CHINA MOBILE COMMUNICATIONS
CORPORATION, PURSUANT TO WHICH, INTER ALIA, CMBVI
HAS AGREED AS LEGAL AND BENEFICIAL OWNER TO SELL,
AND THE COMPANY HAS AGREED TO PURCHASE, THE ENTIRE
ISSUED SHARE CAPITAL OF EACH OF NEIMENGGU M OBILE
(BVI) LIMITED, JILIN MOBILE (BVI) LIMITED, HEILONGJIANG
MOBILE (BVI) LIM ITED, GUIZHOU MOBILE (BVI) LIMITED,
YUNNAN MOBILE (BVI) LIMITED, XIZANG MOBILE (BVI)
LIMITED, GANSU MOBILE (BVI) LIMITED, QINGHAI
MOBILE (BVI) LIMITED, NING XIA MOBILE (BVI) LIMITED,
XINJIANG MOBILE (BVI) LIMITED, BEIJING P&T CONSULTIN
G & DESIGN INSTITUTE (BVI) LIMITED AND CHINA
MOBILE COMMUNICATION (BVI) LIMITE D, WHICH HOLDS
100% OF EACH OF NEIMENGGU MOBILE COMMUNICATION
COMPANY LIMITED, JILIN MOBILE COMMUNICATION COMPANY
LIMITED, HEILONGJIANG MOBILE COMMUNICATION COMPANY
LIMITED, GUIZHOU MOBILE COMMUNICATION COMPANY
LIMITED, YUNNAN MOBILE COMMUNICATION COMPANY
LIMITED, XIZANG MOBILE COMMUNICATION COMPANY
LIMITED, GA NSU MOBILE COMMUNICATION COMPANY
LIMITED, QINGHAI MOBILE COMMUNICATION COMPANY
LIMITED, NINGXIA MOBILE COMMUNICATION COMPANY
LIMITED, XINJIANG MOBILE COMMUN ICATION COMPANY
LIMITED, BEIJING P&T CONSULTING & DESIGN INSTITUTE
COMPANY LIM ITED AND CHINA MOBILE COMMUNICATION
COMPANY LIMITED, RESPECTIVELY, AT A CONSID ERATION
OF USD 3,650 MILLION, COMPRISING AN INITIAL CONSIDERATION
OF USD 2,000 MILLION PAYABLE IN CASH TO CMBVI
AND A DEFERRED CONSIDERATION OF USD1,650 MIL
LION PAYABLE WITHIN 15 YEARS AFTER COMPLETION
OF THE ACQUISITION AGREEMENT; AN D AUTHORIZE
THE DIRECTORS OF THE COMPANY ARE TO DO ALL SUCH
FURTHER ACTS AND T HINGS AND EXECUTE SUCH FURTHER
DOCUMENTS AND TAKE ALL SUCH STEPS DEEM NECESSAR
Y, DESIRABLE OR EXPEDIENT TO IMPLEMENT AND/OR
GIVE EFFECT TO THE TERMS OF THE ACQUISITION AGREEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
ACER INCORPORATED AGM Meeting Date: 06/17/2004
Issuer: Y0004E108 ISIN: TW0002353000
SEDOL: 6005850
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE TO REPORT THE 2003 BUSINESS OPERATION Management For
1.2 APPROVE TO REPORT THE SHARES SWAP WITH ACER TWP Management For
CORPRATION/ISIN TW0005401004
1.3 APPROVE TO REPORT THE STATUS OF PURCHASING TREASURY Management For
STOCKS
1.4 APPROVE TO REPORT THE PRESENTATION OF ENDORSEMENT Management For
AND GUARANTEE
1.5 APPROVE TO REPORT THE 2003 AUDITED REPORT Management For
2.1 APPROVE THE2003 FINANCIAL STATEMENT AND BUSINESS Management For
REPORT
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION CASH DIVIDEND: Management For
TWD2.5 PER SHARE
2.3 APPROVE THE ISSUANCE OF NEW SHARES FROM CAPITAL Management For
RESERVES, BONUS ISSUES: 50 FOR 1,000 SHARES HELD
2.4 APPROVE THE REVISION TO THE ARTICLES OF INCORPORATION Management For
2.5 APPROVE THE REVISION TO THE PROCEDURES OF ENDORSEMENT Management For
AND GUARANTEE
2.6 OTHER ISSUES Other For
3. EXTRAORDINARY MOTION Management Against
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA STEEL CORP AGM Meeting Date: 06/17/2004
Issuer: Y15041109 ISIN: TW0002002003
SEDOL: 4681898, 6190950
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR
A SUPERVISO R, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU
INTEND TO LIMIT YOU VOTE TO A PARTICULAR CANDIDATE,
YOU WILL NEED TO CONTA CT THE CANDIDATE AND/OR
THE ISSUING COMPANY TO OBTAIN THE CANDIDATE S
NAME AND ID NUMBER. ADP ICS GLOBAL WILL ENDEAVOR
TO OBTAIN THE NAMES AND NUMBERS OF NO MINEES
AND WILL UPDATE THE MEETING INFORMATION WHEN/IF
AVAILABLE. WITHOUT SUC H SPECIFIC INFORMATION,
VOTES CAST ON NOMINEE ELECTIONS WILL BE DEEMED
AS A N O VOTE . PLEASE COMMUNICATE ANY SPECIAL
NOMINEE VOTING INSTRUCTIONS TO YOUR A DP CLIENT
SERVICE REPRESENTATIVE.
1.1 RECEIVE THE 2003 BUSINESS OPERATION AND FINANCIAL Management For
STATUS REPORT
1.2 RECEIVE THE 2003 AUDITED REPORT Management For
1.3 RECEIVE THE STATUS OF ENDORSEMENT AND GUARANTEE Management For
2.1 RECEIVE THE 2003 BUSINESS AND FINANCIAL STATEMENT Management For
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION; CASH DIVIDEND: Management For
TWD 3 PER SHARE
2.3 APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management For
EARNINGS; STOCK DIVIDEND: 35 FOR 1,000 SHARES
HELD
2.4 AMEND THE ARTICLES OF INCORPORATION Management For
2.5 APPROVE THE REVISION TO THE RULES OF THE SHAREHOLDER Management For
MEETING
2.6 APPROVE TO REVISE THE ELECTION RULES OF DIRECTORS Management For
AND THE SUPERVISORS
2.7 APPROVE TO REVISE THE PROCEDURES OF ASSET ACQUISITION Management For
OR DISPOSAL
2.8 ELECT THE DIRECTORS AND THE SUPERVISORS Management For
3. EXTRAORDINARY MOTION Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
PT HANJAYA MANDALA SAMPOERNA TBK AGM Meeting Date: 06/18/2004
Issuer: Y7121Z146 ISIN: ID1000074008
SEDOL: 6404242
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management For
ON THE CONDITION OF THE COMPANY, THE RESULT ACHIEVED,
PROJECTION OF FUTURE GROWTH, MAIN ACTIVITIES
OF THE COMPA NY AND CHANGES DURING THE FY 2003
AND DETAILED ISSUES DURING THE FY 2003 THAT AFFECT
THE COMPANY S ACTIVITIES
2. APPROVE AND RATIFY THE BALANCE SHEET, PROFIT Management For
AND LOSS STATEMENT AS WELL AS STA TEMENT OF CHANGES
IN STOCKHOLDERS EQUITY OF THE COMPANY FOR THE
FY 2003 AUDITE D BY CERTIFIED PUBLIC ACCOUNTANT,
PRASETIO, SARWOKO AND SANDJAJA AND THE GRANT
ING FULL DISCHARGE AND ACQUITTAL TO THE MEMBERS
OF THE BOARD OF DIRECTORS AND THE MEMBERS OF
THE BOARD OF COMMISSIONERS OF THE COMPANY OF
THE MANAGEMENT AND SUPERVISION CONDUCTED DURING
THE FY 2003
3. APPROVE THE APPROPRIATION OF THE COMPANY S FY Management For
2003 EARNINGS
4. APPOINT THE CERTIFIED PUBLIC ACCOUNTANT TO AUDIT Management For
THE COMPANY S FINANCIAL STATE MENTS FOR THE FY
2004
- ------------------------------------------------------------------------------------------------------------------------------------
PT HANJAYA MANDALA SAMPOERNA TBK EGM Meeting Date: 06/18/2004
Issuer: Y7121Z146 ISIN: ID1000074008
SEDOL: 6404242
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE CHANGE OF THE APPLICATION OF A PART Management For
OF THE FUNDS DERIVED FROM THE NET PROFIT OF THE
COMPANY FOR THE FY 2002, WHICH WAS PREVIOUSLY
APPROVED TO BE ALLOCATED AS THE FUNDS FOR THE
REPURCHASE OF A NUMBER OF SHARES IN THE COMPAN
Y, TO BECOME THE FUNDS TO BE DISTRIBUTED TO THE
SHAREHOLDERS AS CASH DIVIDENDS , WHILST THE REMAINING
SHALL BE RECORDED AS RETAINED EARNING
2. APPROVE THE WITHDRAWAL OF A NUMBER OF SHARES Management For
IN THE COMPANY HAVING THE NOMINAL VALUE OF IDR
100 PER SHARE, WHICH HAVE BEEN REPURCHASED BY
THE COMPANY, AND A S THE CONSEQUENCE, APPROVE
THE CHANGE IN THE CAPITAL OF THE COMPANY THROUGH
TH E DECREASE OF THE SUBSCRIBED CAPITAL AND PAID-UP
CAPITAL, AND THERE BY FOR SUC H PURPOSE, AMEND
ARTICLE 4 PARAGRAPH 2 AND PARAGRAPH 3 OF THE
ARTICLES OF ASSO CIATION
- ------------------------------------------------------------------------------------------------------------------------------------
GUANGDONG KELON ELECTRICAL HOLDINGS CO LTD AGM Meeting Date: 06/19/2004
Issuer: Y2930L107 ISIN: CN0009019935
SEDOL: 5559110, 6391935
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE DIRECTORS OF THE GUANDONG Management For
KELON ELECTRICAL HOLDINGS COMPANY LIMITED FOR
THE YEAR 2003
2. APPROVE THE REPORT OF THE SUPERVISORY COMMITTEE Management For
OF THE GUANDONG KELON ELECTRIC AL HOLDINGS COMPANY
LIMITED FOR THE YEAR 2003
3. APPROVE THE AUDITED ANNUAL FINANCIAL STATEMENTS Management For
OF THE GUANDONG KELON ELECTRIC AL HOLDINGS COMPANY
LIMITED FOR THE YEAR 2003
4. APPROVE THE PROFIT DISTRIBUTION PROPOSAL OF THE Management For
COMPANY FOR THE YEAR 2003
5. RE-APPOINT THE AUDITORS OF THE COMPANY PRESENTED Management For
BY THE BOARD OF DIRECTORS AND AUTHORIZE THE BOARD
OF DIRECTORS TO FIX THEIR REMUNERATION
6. APPROVE THE PROPOSED AMENDMENTS TO THE RULES Management For
AND REGULATIONS GOVERNING SHAREH OLDERS MEETINGS
AS SPECIFIED IN THE CONTENT OF THE RULE 37
7. APPROVE THE PROPOSED AMENDMENTS TO THE RULES Management For
AND REGULATIONS GOVERNING SHAREH OLDERS MEETINGS
AS SPECIFIED IN THE CONTENT OF THE RULE 24
S.8 AMEND THE COMPANY S ARTICLES OF ASSOCIATION, Management For
IN THE ARTICLES 1.2, 25.3, 8.22, 10.3, 10.16,
AND 10.29, AND AUTHORIZE THE BOARD OF DIRECTORS
TO PRESENT THE CO MPANY S AMEMDED ARTICLES OF
ASSOCIATION TO THE RELEVANT PRC GOVERNMENT AUTHORI
TIES
- ------------------------------------------------------------------------------------------------------------------------------------
KOREA GAS CORPORATION EGM Meeting Date: 06/22/2004
Issuer: Y48861101 ISIN: KR7036460004
SEDOL: 6182076
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECT THE DIRECTORS Management For
2. ELECT THE AUDITORS Management For
* PLEASE NOTE THAT THE EGM HELD ON 8 JUN 2004 HAS Non-Voting Non-Vote Proposal
BEEN POSTPONED DUE TO LACK OF QUORUM AND THAT
THE SECOND CONVOCATION WILL BE HELD ON 22 JUN
2004. PLEASE ALS O 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.
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA MOTOR CO LTD AGM Meeting Date: 06/24/2004
Issuer: Y1499J107 ISIN: TW0002204005
SEDOL: 6191328
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR
A SUPERVISO R, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL
NEED TO CONTACT THE CANDID ATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID
NUMBER. W ITHOUT SUCH SPECIFIC INFORMATION, AN
ELECTION WOULD BE DEEMED AS A NO VOTE
1.1 RECEIVE THE 2003 BUSINESS OPERATION Management For
1.2 RECEIVE THE SUPERVISORS REVIEW REPORT Management For
1.3 RECEIVE THE STATUS OF UNSECURED CONVERTIBLE CORPORATE Management For
BOND ISSUANCE
2.1 APPROVE THE 2003 FINANCIAL STATEMENT Management For
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION CASH DIVIDEND: Management For
TWD 2.51 PER SHARE
2.3 APPROVE THE REVISION TO THE ARTICLES OF INCORPORATION Management Against
3. ELECT THE DIRECTOR AND SUPERVISORS Management For
4. OTHER ISSUES AND EXTRAORDINARY MOTIONS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
RELIANCE INDUSTRIES LTD AGM Meeting Date: 06/24/2004
Issuer: Y72596102 ISIN: INE002A01018
SEDOL: 6099626
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE AUDITED BALANCE SHEET AS Management For
AT 31 MAR 2004, PROFIT AND LOSS ACCOUNT FOR THE
YE ON THAT DATE AND THE REPORTS OF BOARD OF DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A DIVIDEND ON EQUITY SHARES Management For
3. RE-APPOINT SHRI M. L. BHAKTA AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
4. RE-APPOINT DR. D.V. KAPUR AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
5. RE-APPOINT SHRI M.P. MODI AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. APPOINT MESSRS CHATURVEDI & SHAH, CHARTERED ACCOUNTANTS, Management For
AND MESSRS RAJENDRA & CO., CHARTERED ACCOUNTANTS,
THE RETIRING AUDITORS OF THE COMPANY, AS JOINT
AU DITORS, WHO HOLD OFFICE FROM THE CONCLUSION
OF THIS AGM UNTIL THE CONCLUSION O F THE NEXT
AGM AND FIX THEIR REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
UMW HOLDINGS BHD AGM Meeting Date: 06/24/2004
Issuer: Y90510101 ISIN: MYL4588OO009
SEDOL: 6910824, 6916695
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS AND THE AUDI TED FINANCIAL STATEMENTS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND OF 9.0SEN PER SHARE Management Against
FYE 31 DEC 2003, GIVING A TOTAL G ROSS DIVIDEND
OF 24.0SEN PER SHARE FOR THE YEAR
3. RE-ELECT MR. TAN SRI DATO MOHAMED NOORDIN BIN Management For
HASSAN AS A DIRECTOR, IN ACCORD ANCE WITH THE
ARTICLE 109 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. DATO HAJI DARWIS BIN MOHD. DAID Management For
AS A DIRECTOR, IN ACCORDANCE WIT H THE ARTICLE
109 OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. TAN SRI DATUK ASMAT BIN KAMALUDIN Management For
AS A DIRECTOR, IN ACCORDANCE WI TH THE ARTICLE
123 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. TAN SRI DATUK MOHAMED KHATIB BIN Management For
AB DUL HAMID AS A DIRECTOR IN AC CORDANCE WITH
ARTICLE 123 OF THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-APPOINT MR. LT. GEN. (R) DATO MOHD. YUSOF Management For
BIN DIN AS A DIRECTOR, PURSUANT TO THE SECTION
129(6) OF THE COMPANIES ACT, 1965
8. APPROVE THE DIRECTOR S FEES OF MYR 418 ,000 FOR Management For
THE FYE 31 DEC 2003
9. RE-APPOINT MESSRS. ERNST & YOUNG AS THE AUDITORS Management For
FOR THE ENSUING FY AND AUTHOR IZE THE DIRECTORS
TO FIX THEIR REMUNERATION
10. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, THE Management For
MANDATE GRANTED BY THE SHAREHO LDERS OF THE COMPANY
ON 26 JUN 2003, PURSUANT TO THE PARAGRAPH 10.09
OF THE LI STING REQUIREMENTS OF BURAE MALAYSIA
SECURITIES BERHAD, TO ENTER INTO THE RECU RRENT
TRANSACTIONS OF A REVENUE OR TRADING NATURE,
WHICH ARE NECESSARY FOR THE UMW GROUP S DAY-TO-DAY
EXPERIENCE, BE RENEWED AND THAT A NEW MANDATE
GRANTED BY THE SHAREHOLDERS OF THE COMPANY TO
APPLY TO THE ADDITIONAL RECURRENT TRANSA CTIONS
OF A REVENUE OF TRADING NATURE, PROVIDED THAT:
A) THE TRANSACTIONS ARE IN THE ORDINARY COURSE
OF BUSINESS AND ARE ON THE NORMAL COMMERCIAL
NORMS WHIC H ARE NOT MORE FAVOURABLE TO THE RELATED
PARTIES THEN THESE GENERALLY AVAILABL E TO THE
PUBLIC AND ARE NOT TO THE DETRIMENT OF THE MINORITY
SHAREHOLDERS OF T HE COMPANY; AND B)DISCLOSURE
MADE IN THE ANNUAL REPORT OF THE AGGREGATE VALUE
OF TRANSACTIONS CONDUCTED PURSUANT TO THE SHAREHOLDERS
MANDATE DURING THE FY AND IN THE ANNUAL REPORTS
FOR SUBSEQUENT FYS DURING WHICH THE SHAREHOLDERS
MA NDATE IS IN FORCE BASED ON THE TYPE OF THE
RECURRENT TRANSACTIONS MADE AND THE NAMES OF
THE RELATED PARTIES INVOLVED IN EACH TYPE OF
THE RECURRENT TRANSACTI ON MADE AND THEIR RELATIONSHIP
WITH THE COMPANY ; AUTHORITY EXPIRES THE EARLI
ER THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
FOLLOWING THE FORTHCOMING AGM AT WHICH THE SHAREHOLDERS
MANDATE IS APPROVED, AT WHICH THE WILL LAPSE,
UNLE SS THE AUTHORITY BY A RESOLUTION PASSED
AT THE AGM, THE MANDATE IS AGAIN RENEW ED OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM OF THE COMPANY AF TER THE FORTHCOMING
AGM IS REQUIRED TO BE HELD PURSUANT TO SECTION
143(1) OF T HE COMPANIES ACT, 1965, BUT SUCH
PERIOD SHALL NOT EXTEND TO ANY EXTENSION AS M
AY BE ALLOWED PURSUANT TO SECTION 143(2) OF THE
COMPANIES ACT, 1965 ; AND AUTH ORIZE THE DIRECTORS
OF THE COMPANY TO COMPLETE AND DO SUCH ACTS AND
THINGS AS THEY MAY THINK EXPEDIENT OR NECESSARY
INCLUDING EXECUTING SUCH DOCUMENTS AS M AY BE
REQUIRED TO GIVE EFFECT TO THE SHAREHOLDERS
MANDATE, AND THAT THE ESTI MATES GIVEN ON THE
RECURRENT RELATED PARTY TRANSACTIONS SPECIFIED
IN THE SECTI ON 2.1.2 OF THE CIRCULAR BEING PROVISIONAL
IN NATURE, THE DIRECTORS AND / OR A NY OF THEM
AUTHORIZED TO AGREE TO THE ACTUAL AMOUNT OR AMOUNTS
THEREOF, PROVID ED ALWAYS THAT SUCH AMOUNT OR
AMOUNTS COMPLY WITH THE REVIEW PROCEDURES
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
CHUNGHWA TELECOM CO LTD AGM Meeting Date: 06/25/2004
Issuer: Y1613J108 ISIN: TW0002412004
SEDOL: 6287841
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE COMPANY S OPERATION REPORTS FOR FY Management
2003
1.2 RECEIVE THE SUPERVISOR S AUDIT REPORTS ON THE Management
COMPANY S FINANCIAL STATEMENTS F OR YEAR 2003
1.3 RECEIVE THE MINISTRY OF AUDITING S AUDIT NUMBER Management
ON THE COMPANY S FINANCIAL STA TEMENTS FOR YEAR
2002
1.4 APPROVE THE ENACTMENT OF THE RULES OF PROCEDURES Management
OF BOARD MEETING
2.1 APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR Management
YEAR 2003
2.2 APPROVE THE DISTRIBUTION OF THE COMPANY S EARNINGS Management
FOR YEAR 2003; CASH DIVIDEN D:50 1,000 SHARES
HELD
3.1 APPROVE TO DRAW UP PROCESS FOR THE COMPANY TO Management
ACQUIRE OR DISPOSE ASSETS
3.2 AMEND ARTICLE 22 OF THE COMPANY S ARTICLES OF Management
INCORPORATION
3.3 AMEND THE PROCESS OF THE COMPANY S ENDORSEMENTS Management
AND GUARANTEES
3.4 AMEND THE RULES OF PROCEDURE OF THE SHAREHOLDER Management
MEETING
4. EXTEMPORARY MOTIONS Other
* PLEASE NOTE THE REVISED WORDING OF RESOLUTION Non-Voting
2.2. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
CHUNGHWA TELECOM CO LTD AGM Meeting Date: 06/25/2004
Issuer: Y1613J108 ISIN: TW0002412004
SEDOL: 6287841
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID 126609, DUE TO CHANGE IN T HE AGENDA. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting Non-Vote Proposal
EVERY SHAREHOLDER IS ELIGI BLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR
A SUPERVISO R, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL
NEED TO CONTACT THE CANDID ATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID
NUMBER. W ITHOUT SUCH SPECIFIC INFORMATION, AN
ELECTION WOULD BE DEEMED AS A NO VOTE
1.1 APPROVE THE 2003 BUSINESS OPERATIONS Management For
1.2 APPROVE THE 2003 AUDITED REPORTS Management For
1.3 APPROVE THE MINISTRY OF AUDITING S AUDIT NUMBER Management For
OF THE COMPANY S 2002 FINANCIA L STATEMENTS
1.4 AMEND THE RULES OF BOARD MEETING Management For
2.1 APPROVE THE 2003 FINANCIAL STATEMENTS Management For
2.2 APPROVE THE 2003 PROFIT DISTRIBUTION: CASH DIVIDEND: Management For
TWD 4.5 PER SHARE
3.1 APPROVE THE PROCEDURES OF ASSET ACQUISITION OR Management For
DISPOSAL
3.2 AMEND THE ARTICLES OF INCORPORATION Management For
3.3 APPROVE THE AMENDED PROCEDURES FOR ENDORSEMENT Management For
AND GUARANTEE
3.4 AMEND THE RULES OF SHAREHOLDERS MEETING Management For
3.5 ELECT THE DIRECTORS AND THE SUPERVISORS Management For
4. ELECT THE DIRECTORS AND THE SUPERVISORS Management For
5. EXTRAORDINARY MOTION Other For
- ------------------------------------------------------------------------------------------------------------------------------------
RANBAXY LABORATORIES LTD AGM Meeting Date: 06/25/2004
Issuer: Y7187Y140 ISIN: INE015A01010
SEDOL: 6101071
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE, CONSIDER AND ADOPT THE PROFIT AND LOSS Management For
ACCOUNT FOR THE YE 31 DEC 2003 AND THE BALANCE
SHEET AS AT THAT DATE AND THE REPORTS OF THE
DIRECTORS AND TH E AUDITORS THEREON
2. DECLARE A DIVIDEND ON EQUITY SHARES Management For
3. RE-APPOINT MR. TEJENDRA KHANNA AS A DIRECTOR Management For
4. RE-APPOINT MR. VIVEK BHARAT RAM AS A DIRECTOR Management For
5. RE-APPOINT MR. VIVEK MEHRA AS A DIRECTOR Management For
6. RE-APPOINT M/S. WALKER, CHANDIOK & CO, AS THE Management For
AUDITORS OF THE COMPANY UNTIL TH E CONCLUSION
OF THE NEXT AGM AND FIX THEIR REMUNERATION
7. APPOINT MR. V.K. KAUL AS A DIRECTOR OF THE COMPANY Management For
8. APPOINT MR. GURUCHARAN DAS AS A DIRECTOR OF THE Management For
COMPANY
9. APPOINT MR. MALVINDER MOHAN SINGH AS A DIRECTOR Management For
OF THE COMPANY
10. APPROVE TO APPOINT, PURSUANT TO THE SECTIONS Management For
198, 269 AND 309 READ WITH SCHEDU LE XIII OF
THE COMPANIES, ACT, 1956 AND OTHER APPLICABLE
PROVISIONS, MR. MALVI NDER MOHAN SINGH AS PRESIDENT-PHARMACEUTICALS
AND WHOLE-TIME DIRECTOR OF THE C OMPANY FOR A
PERIOD OF 5 YEARS EFFECTIVE 01 JAN 2004, AT A
SPECIFIED REMUNERAT ION AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE SUCH STEPS AS THE BOARD
MAY C ONSIDER NECESSARY OR EXPEDIENT TO GIVE
EFFECT TO THE RESOLUTION
11. APPROVE TO APPOINT, PURSUANT TO THE SECTIONS Management For
198, 269 AND 309 READ WITH SCHEDU LE XIII OF
THE COMPANIES, ACT, 1956 AND OTHER APPLICABLE
PROVISIONS, DR. BRIAN W. TEMPEST AS JOINT MANAGING
DIRECTORS AND CEO DESIGNATE FOR THE PERIOD FROM
01 JAN 2004 TO 04 JUL 2004 AND AS CHIEF EXECUTIVE
OFFICER AND MANAGING DIRECTO R FOR THE PERIOD
FROM 05 JUL 2004 TO 31 DEC 2007 AT A SPECIFIED
REMUNERATION A ND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE SUCH STEPS AS THE BOARD MAY CONSID ER
NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE RESOLUTION
S.12 APPROVE THAT SUBJECT TO REQUISITE APPROVALS, Management For
THE DIRECTORS OF THE COMPANY OTH ER THAN THE
MANAGING AND WHOLE-TIME DIRECTORS MAY BE PAID
REMUNERATION, BY WA Y OF COMMISSION ANNUALLY
FOR EACH OF THE 5 FY OF THE COMPANY COMMENCING
FROM 0 1 JAN 2004 AS MAY BE DETERMINED BY THE
BOARD OF DIRECTORS OR A COMMITTEE THERE OF FROM
TIME TO TIME NOT EXCEEDING 1% OF THE NET PROFIT
OF THE COMPANY IN AGGR EGATE FOR ALL THE NON-EXECUTIVE
DIRECTORS IN A FY AS PROVIDED UNDER SECTION 30
9(4) OF THE COMPANIES ACT, 1956 OR ANY AMENDMENT
OR MODIFICATION THEREOF AND C OMPUTED IN THE
MANNER REFERRED TO IN SECTION 198(1) OF THE COMPANIES
ACT, 1956 OR AN AMENDMENT OR MODIFICATION THEREOF
AND FURTHER THAT SUCH PAYMENT IN THE ABOVE MANNER
TO BE IN ADDITION TO THE FEES FOR ATTENDING MEETINGS
OF THE BOARD AND COMMITTEE(S) THEREOF WHICH EACH
SUCH DIRECTOR MAY BE ENTITLED TO RECEIVE UNDER
THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
AUTHORIZE THE BOARD OF DI RECTORS TO TAKE SUCH
STEPS AS THE BOARD MAY CONSIDER NECESSARY OR
EXPEDIENT TO GIVE EFFECT TO THE RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
WAFFER TECHNOLOGY CORP AGM Meeting Date: 06/25/2004
Issuer: Y9391V102 ISIN: TW0006235005
SEDOL: 6590851
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE BUSINESS OPERATION RESULT OF THE Management
FY 2003
1.2 RECEIVE THE SUPERVISORS REVIEW FINANCIAL REPORTS Management
OF THE FY 2003
2.1 RATIFY THE FINANCIAL REPORTS OF THE FY 2003 Management
2.2 RATIFY THE NET PROFIT ALLOCATION Management
3. APPROVE THE ISSUING OF NEW SHARES FROM RETAINED Management
EARNING AND EMPLOYEE BONUS
4. OTHERS AND EXTRAORDINARY PROPOSALS Management
- ------------------------------------------------------------------------------------------------------------------------------------
WAFFER TECHNOLOGY CORP AGM Meeting Date: 06/25/2004
Issuer: Y9391V102 ISIN: TW0006235005
SEDOL: 6590851
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
#132358 DUE TO AN ADDITIONAL RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED A ND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1.1. RECEIVE THE BUSINESS OPERATION RESULT OF THE Management For
FY 2003
1.2. RECEIVE THE SUPERVISORS REVIEW FINANCIAL REPORTS Management For
OF THE FY 2003
2.1. RATIFY THE FINANCIAL REPORTS OF THE FY 2003 Management For
2.2. RATIFY THE NET PROFIT ALLOCATION OF CASH DIVIDEND: Management For
TWD 1.4 SHARE STK DIVIDEND FM R/E 150/1000
3.1. APPROVE THE ISSUING OF NEW SHARES Management For
3.2. AMEND PART OF THE COMPANY ARTICLES Management Against
4. OTHERS AND EXTRAORDINARY PROPOSALS Management Against
- ------------------------------------------------------------------------------------------------------------------------------------
YANZHOU COAL MINING CO LTD AGM Meeting Date: 06/25/2004
Issuer: Y97417102 ISIN: CN0009131243
SEDOL: 6109893
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE WORKING REPORT OF THE BOARD OF DIRECTORS Management For
OF THE COMPANY BOARD FO R THE YE 31 DEC 2003
2. APPROVE THE WORKING REPORT OF THE SUPERVISORY Management For
COMMITTEE OF THE COMPANY FOR THE YE 31 DEC 2003
3. APPROVE THE AUDITED FINANCIAL STATEMENTS OF THE Management For
COMPANY AS AT AND FOR THE YE 3 1 DEC 2003
4. APPROVE THE PROFIT DISTRIBUTION PLAN AND THE Management For
FINAL DIVIDEND AND SPECIAL CASH D IVIDEND DISTRIBUTION
PLANS OF THE COMPANY FOR THE YE 31 DEC 2003 AND
AUTHORIZE THE BOARD TO DISTRIBUTE SUCH FINAL
DIVIDEND AND SPECIAL CASH DIVIDEND TO THE SHAREHOLDER
OF THE COMPANY
5. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management For
AND SUPERVISORS OF THE COMPAN Y FOR THE YE 31
DEC 2004
6.1 APPOINT MR. WANG XIN AS DIRECTOR OF THE COMPANY Management For
UNTIL THE CONCLUSION OF THE NE XT AGM OF THE COMPANY
6.2 APPOINT MR. WANG XINKUN AS DIRECTOR OF THE COMPANY Management For
UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
6.3 APPOINT MR. WANG QUANXI AS DIRECTOR OF THE COMPANY Management For
UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
7. APPOINT DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC Management For
ACCOUNTANTS IN HONG KONG A ND DOLITTE TOUCHE
TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LTD. CERTIFIED
PUBLIC ACCOUNTANTS IN PRC EXCLUDING HONG KONG
AS THE COMPANY S INTERNATIONAL AND DOMESTIV
AUDITORS FOR THE YEAR 2004, TO HOLD OFFICE UNTIL
THE CONCLUSION OF TH E NEXT AGM AND FIX THEIR
REMUNERATION
S.8 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
AND AUTHORIZE THE BOARD TO DO ALL SUCH THINGS
AS NECESSARY IN CONNECTION WITH SUCH AMENDMENTS
S.9 APPROVE THE GENERAL MANDATE TO BE GRANTED TO Management Against
THE BOARD TO ISSUE NEW SHARES
10. TRANSACT THE WRITTEN PROPOSALS PUT FORWARD AT Other Against
MEETING BY ANY SHAREHOLDERS HOLD ING 5% OR MORE
OF THE SHARES CARRYING THE RIGHT TO VOTE AT MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA OVERSEAS LAND & INVESTMENT LTD AGM Meeting Date: 06/28/2004
Issuer: Y15004107 ISIN: HK0688002218
SEDOL: 5387731, 6192150
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For
AND REPORTS OF THE DIRECTOR S AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. RE-ELECT THE DIRECTORS Management For
3. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For
OF HKD 3 CENTS PER SHARE.
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX REMUNERATION
5. AUTHORIZE THE DIRECTORS TO PURCHASE SHARES IN Management For
THE CAPITAL OF THE COMPANY DURIN G THE RELEVANT
PERIOD, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL
AMOUNT OF TH E SHARES OF THE COMPANY WHICH MAY
BE PURCHASED BY THE COMPANY ON THE STOCK EXC
HANGE OF HONG KONG LIMITED STOCK EXCHANGE
OR ANY OTHER STOCK EXCHANGE RECO GNIZED FOR
THIS PURPOSE BY THE SECURITIES AND FUTURES COMMISSION
OF HONG KONG AND THE STOCK EXCHANGE UNDER THE
HONG KONG CODE ON SHARE REPURCHASES; AUTHORI
TY 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 ARTICLES
OF ASSOCIATION AND/OR COMPANIES ORDINANCE
6. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
57B OF THE COMPANIES ORDINANCE C HAPTER 32 OF
THE LAWS OF HONG KONG , TO ALLOT, 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 THE AGGREGATE OF A ) 20% OF THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY; PLU S B) THE NOMINAL AMOUNT OF
SHARE CAPITAL REPURCHASED UP TO 10% OF THE AGGREGA
TE NOMINAL AMOUNT OF THE SHARE CAPITAL , OTHERWISE
THAN PURSUANT TO A) A RIGHT S ISSUE; OR B) THE
EXERCISE OF SUBSCRIPTION OR CONVERSION RIGHTS
UNDER THE TER MS OF ANY BONDS OR SECURITIES WHICH
ARE CONVERTIBLE INTO SHARES OF THE COMPANY ;
OR C) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT
FOR THE TIME BEING ADOPTED F OR THE GRANT OR
ISSUE TO DIRECTORS AND/OR EMPLOYEES OF THE COMPANY
AND/OR ANY OF ITS SUBSIDIARIES OF SHARES OR RIGHTS
TO ACQUIRE SHARES OF THE COMPANY; OR D ) ANY
SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING
FOR THE ALLOTMENT OF SHA RES IN LIEU OF THE WHOLE
OR PART OF A DIVIDEND ON SHARES OF THE COMPANY
IN ACC ORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPANY; AUTHORITY EXPIRES TH E EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION
OF THE PERIOD WI THIN WHICH THE NEXT AGM IS TO
BE HELD BY ARTICLES OF ASSOCIATION AND/OR COMPAN
IES ORDINANCE
7. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
5 AND 6, TO EXTEND THE GE NERAL MANDATE GRANTED
TO THE DIRECTORS PURSUANT TO RESOLUTION 5, BY
AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL REPURCHASED PUR SUANT
TO RESOLUTION 6, PROVIDED THAT SUCH AMOUNT DOES
NOT EXCEED 10% OF THE AG GREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT
THE DATE OF PASSING THIS RESOLUTION
S.8 AMEND THE ARTICLES 2,16,81,81A,85.(C), 85.(B), Management For
104.(B),109,111,167,171,173,177 ,183 OF THE ARTICLES
OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
JIANGSU EXPRESSWAY CO LTD AGM Meeting Date: 06/28/2004
Issuer: Y4443L103 ISIN: CN0009076356
SEDOL: 6005504
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DIRECTORS REPORT OF THE COMPANY FOR Management For
THE YE 31 DEC 2003
2. APPROVE THE SUPERVISORS REPORT OF THE COMPANY Management For
FOR THE YE 31 DEC 2003
3. APPROVE THE AUDITED ACCOUNTS AND THE REPORT FROM Management For
THE AUDITORS FOR THE YE 31 DE C 2003
4. APPROVE THE PROFIT DISTRIBUTION SCHEME IN RESPECT Management For
OF THE FINAL DIVIDEND OF CNY 0.145 PER SHARE
FOR THE YE 31 DEC 2003; THE COMPANY RECORDED
A NET PROFIT AMO UNTED TO CNY 950.530.727 AFTER
TAXATION OF CNY 1,005,773,000; AFTER APPROPRIAT
ION OF 10% STATUTORY SURPLUS RESERVE FUND AND
5% STATUTORY PUBLIC WELFARE FUND AND ADDING A
RETAINED PROFIT OF CNY 1,145,819,878 AS THE BEGINNING
OF THE YEA R, THE TOTAL DISTRIBUTABLE PROFIT
AMOUNTED TO CNY 1,277,509,496
5. APPOINT DELOITTE TOUCHE TOHMASTU CERTIFIED PUBLIC Management For
ACCOUNTS LIMITED AND DELOITT E TOUCHE TOHMASTU
AS THE COMPANY PRC AND INTERNATIONAL AUDITORS
FOR THE FY 200 4 AND TO FIX THE AGGREGATE REMUNERATION
AT CNY 1.18 MILLION
6. APPOINT MR. XIE JIA QUAN AS A DIRECTOR OF THE Management For
COMPANY AND APPROVE THE SERVICE CONTRACT TO BE
ENTERED BETWEEN MR. XIE AND THE COMPANY UNTIL
THE DATE OF THE A GM TO BE HELD IN 2006
7. APPROVE THE INVESTMENT BY THE COMPANY OF CNY Management For
10.54 BILLION IN THE WIDENING OF THE EXISTING
FOUR-LANE DUAL CARRIAGEWAY OF THE JIANGSU SECTION
OF SHANGHAI-NAN JING EXPRESSWAY INTO AN EIGHT-LANE
DUAL EXPRESSWAY AND AUTHORIZE THE DIRECTORS OF
THE COMPANY TO TAKE ANY ACTION AND SIGN ANY DOCUMENTS,
CONTRACTS, AGREEMEN TS IN RELATION TO THE WIDENING
8. APPROVE TO PAY CNY 6,423,000 TO THE EMPLOYEES Management For
QUALIFIED UNDER THE CASH HOUSING ALLOWANCE SCHEME
IN THIS YEAR
S.9 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY INSERTING A NEW SUB-CLASS (3) TO THE ARTICLE
76 AND BY REPLACING THE EXISTING ARTICLE 101(2)
10. TRANSACT OTHER BUSINESS Other Abstain
SIGNATURES
[See General Instruction F]
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) Scudder International Fund, Inc.
By (Signature and Title)* /s/Julian Sluyters
-----------------------------------------------
Julian Sluyters, Chief Executive Officer
Date 8/18/04
---------
* Print the name and title of each signing officer under his or her signature.